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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________________
FORM 10-Q
_______________________________

(Mark One)
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended December 31, 2024
Or
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from                         to
Commission File Number: 001-36837
____________________________________________________________________________________________________________
enrlogoa47.jpg
ENERGIZER HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
Missouri36-4802442
(State or other jurisdiction of(I. R. S. Employer
incorporation or organization)Identification No.)
 
8235 Forsyth Boulevard, Suite 100 
St. Louis,Missouri63105
(Address of principal executive offices)(Zip Code)
(314)985-2000
(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, par value $.01 per shareENRNew York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).  Yes No

1



Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large accelerated filerAccelerated filer
    
Non-accelerated filerSmaller reporting company
    
 Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes No

Indicate the number of shares of Energizer Holdings, Inc. common stock, $.01 par value, outstanding as of the close of business on January 31, 2025: 72,191,936.
2


INDEX
 Page
PART I — FINANCIAL INFORMATION 
  
Item 1. Financial Statements (Unaudited) 
  
Consolidated Statements of Earnings and Comprehensive Income (Condensed) for the Quarters Ended December 31, 2024 and 2023
Consolidated Balance Sheets (Condensed) as of December 31, 2024 and September 30, 2024
Consolidated Statements of Cash Flows (Condensed) for the Three Months Ended December 31, 2024 and 2023
Consolidated Statements of Shareholders' Equity (Condensed) for the Three Months Ended December 31, 2024 and 2023

              
Notes to Consolidated (Condensed) Financial Statements
  
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
  
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Item 4. Controls and Procedures
  
PART II — OTHER INFORMATION 
  
Item 1. Legal Proceedings
Item 1A. Risk Factors
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Item 5. Other Information
Item 6. Exhibits
  
EXHIBIT INDEX
SIGNATURES




3



ENERGIZER HOLDINGS, INC.
CONSOLIDATED STATEMENTS OF EARNINGS AND COMPREHENSIVE INCOME
(Condensed)
(In millions, except per share data - Unaudited)  

 For the Quarters Ended December 31,
 20242023
Net sales$731.7 $716.6 
Cost of products sold462.1 449.6 
Gross profit269.6 267.0 
Selling, general and administrative expense131.3 128.1 
Advertising and sales promotion expense53.4 47.0 
Research and development expense8.0 7.8 
Amortization of intangible assets14.7 14.5 
Interest expense37.0 40.7 
Loss on extinguishment of debt0.1 0.5 
Other items, net(5.0)19.0 
Earnings before income taxes30.1 9.4 
Income tax provision7.8 7.5 
Net earnings$22.3 $1.9 
Basic net earnings per common share$0.31 $0.03 
Diluted net earnings per common share$0.30 $0.03 
Weighted average shares of common stock - Basic72.0 71.7 
Weighted average shares of common stock - Diluted73.2 72.6 
Statements of Comprehensive Income: 
Net earnings$22.3 $1.9 
Other comprehensive (loss)/income, net of tax (benefit)/expense
Foreign currency translation adjustments(7.7)(1.1)
Pension activity, net of tax of $(0.2) and $0.2, respectively.
2.6 (0.9)
Deferred gain/(loss) on hedging activity, net of tax of $3.9 and $(6.5), respectively.
10.8 (19.6)
Total comprehensive income/(loss)$28.0 $(19.7)

The above financial statements should be read in conjunction with the Notes to Consolidated (Condensed) Financial Statements (Unaudited).
4


ENERGIZER HOLDINGS, INC.
CONSOLIDATED BALANCE SHEETS
(Condensed)
(In millions - Unaudited)
 
AssetsDecember 31,
2024
September 30,
2024
Current assets 
Cash and cash equivalents$195.9 $216.9 
Trade receivables, less allowance for doubtful accounts of $6.5 and $5.7, respectively
349.7 441.3 
Inventories666.7 657.3 
Other current assets193.8 163.4 
Total current assets1,406.1 1,478.9 
Property, plant and equipment, net384.7 380.1 
Operating lease assets90.2 94.7 
Goodwill1,031.6 1,046.0 
Other intangible assets, net1,054.0 1,070.9 
Deferred tax assets138.7 145.8 
Other assets124.9 126.0 
Total assets$4,230.2 $4,342.4 
Liabilities and Shareholders' Equity
Current liabilities
Current maturities of long-term debt$12.0 $12.0 
Current portion of finance leases1.0 0.6 
Notes payable1.7 2.1 
Accounts payable436.0 433.1 
Current operating lease liabilities17.6 18.2 
Other current liabilities315.0 353.8 
Total current liabilities783.3 819.8 
Long-term debt3,117.3 3,193.0 
Operating lease liabilities78.5 82.4 
Deferred tax liabilities9.7 8.3 
Other liabilities100.8 103.1 
Total liabilities4,089.6 4,206.6 
Shareholders' equity
Common stock0.8 0.8 
Additional paid-in capital629.2 667.6 
Retained losses(108.1)(128.4)
Treasury stock(206.4)(223.6)
Accumulated other comprehensive loss(174.9)(180.6)
Total shareholders' equity140.6 135.8 
Total liabilities and shareholders' equity$4,230.2 $4,342.4 

The above financial statements should be read in conjunction with the Notes to Consolidated (Condensed) Financial Statements (Unaudited).
5


ENERGIZER HOLDINGS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Condensed)
(In millions - Unaudited)

 For the Three Months Ended December 31,
 20242023
Cash Flow from Operating Activities  
Net earnings$22.3 $1.9 
Adjustments to reconcile net earnings to net cash flow from operating activities:
Non-cash integration and restructuring charges1.8 2.4 
Depreciation and amortization31.8 30.0 
Deferred income taxes3.9 1.1 
Share-based compensation expense6.2 6.3 
Loss on extinguishment of debt0.1 0.5 
Non-cash items included in income, net2.6 6.3 
Exchange (gain)/loss included in income(3.8)23.7 
Other, net0.4 2.3 
Changes in current assets and liabilities used in operations11.7 103.6 
Net cash from operating activities77.0 178.1 
Cash Flow from Investing Activities
Capital expenditures(34.6)(25.5)
Acquisitions, net of cash acquired(0.1)(11.6)
Net cash used by investing activities(34.7)(37.1)
  
Cash Flow from Financing Activities  
Payments on debt with maturities greater than 90 days(25.2)(78.2)
Net increase/(decrease) in debt with original maturities of 90 days or less0.2 (5.2)
Dividends paid on common stock(23.6)(22.7)
Taxes paid for withheld share-based payments(7.5)(4.7)
Net cash used by financing activities(56.1)(110.8)
Effect of exchange rate changes on cash(7.2)(11.8)
Net (decrease)/increase in cash, cash equivalents, and restricted cash(21.0)18.4 
Cash, cash equivalents, and restricted cash, beginning of period216.9 223.3 
Cash, cash equivalents, and restricted cash, end of period$195.9 $241.7 

The above financial statements should be read in conjunction with the Notes to Consolidated (Condensed) Financial Statements (Unaudited).
6



ENERGIZER HOLDINGS, INC.
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
(Condensed)
(Amounts in millions, Shares in thousands - Unaudited)

Number of SharesAmount
Common StockCommon StockAdditional Paid-in CapitalRetained (Losses)/EarningsAccumulated Other Comprehensive (Loss)/IncomeTreasury StockTotal Shareholders' Equity
September 30, 202471,810 $0.8 $667.6 $(128.4)$(180.6)$(223.6)$135.8 
Net earnings— — — 22.3 — — 22.3 
Share-based payments— — 6.3 — — — 6.3 
Activity under stock plans371 — (22.7)(2.0)— 17.2 (7.5)
Dividends to common shareholders ($0.30 per share)
— — (22.0)— — — (22.0)
Other comprehensive income— — — — 5.7 — 5.7 
December 31, 202472,181 $0.8 $629.2 $(108.1)$(174.9)$(206.4)$140.6 

Number of SharesAmount
Common StockCommon StockAdditional Paid-in CapitalRetained (Losses)/EarningsAccumulated Other Comprehensive (Loss)/IncomeTreasury StockTotal Shareholders' Equity
September 30, 202371,500 $0.8 $750.5 $(164.8)$(137.7)$(238.1)$210.7 
Net earnings— — — 1.9 — — 1.9 
Share-based payments— — 6.4 — — — 6.4 
Activity under stock plans277 — (16.3)(1.4)— 13.0 (4.7)
Dividends to common shareholders ($0.30 per share)
— — (22.1)— — — (22.1)
Other comprehensive loss— — — — (21.6)— (21.6)
December 31, 202371,777 $0.8 $718.5 $(164.3)$(159.3)$(225.1)$170.6 

The above financial statements should be read in conjunction with the Notes to Consolidated (Condensed) Financial Statement (Unaudited).
7

ENERGIZER HOLDINGS, INC.
NOTES TO CONSOLIDATED (CONDENSED) FINANCIAL STATEMENTS
(In millions - Unaudited)



(1) Description of Business and Basis of Presentation
Description of Business - Energizer Holdings, Inc. and its subsidiaries (Energizer or the Company) is a global manufacturer, marketer and distributor of primary batteries, portable lights, and auto care appearance, performance, refrigerants and fragrance products.

Batteries and lights are sold under the Energizer®, Eveready®, Rayovac® and Varta® brand names. Energizer offers batteries using lithium, alkaline, carbon zinc, nickel metal hydride, zinc air and silver oxide constructions.

Automotive appearance, performance, refrigerants and fragrance products are sold under the Armor All®, Nu Finish®, Refresh Your Car!®, LEXOL®, Eagle One®, NEVR-DULL®, California Scents®, Driven®, Bahama & Co®, Carnu® , Grand Prix®, Kit®, Tempo® and Centralsul® brands.

Basis of Presentation - The accompanying Consolidated (Condensed) Financial Statements include the accounts of Energizer and its subsidiaries. All significant intercompany transactions are eliminated. Energizer has no material equity method investments, variable interests or non-controlling interests.

The accompanying Consolidated (Condensed) Financial Statements have been prepared in accordance with Article 10 of Regulation S-X and do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. The year-ended September 30, 2024 Consolidated (Condensed) Balance Sheet was derived from the audited financial statements included in Energizer's Report on Form 10-K, but does not include all disclosures required by U.S. GAAP. In the opinion of management, all adjustments, consisting of normal recurring adjustments, considered necessary for a fair statement of our operations, financial position and cash flows have been included. Certain reclassifications have been made to the prior year financial statements to conform to the current presentation. Operating results for any quarter are not necessarily indicative of the results for any other quarter or for the full year. These statements should be read in conjunction with the financial statements and notes thereto for Energizer for the year ended September 30, 2024 included in the Annual Report on Form 10-K dated November 19, 2024.

Recently Adopted Accounting Pronouncements - In November 2023, the FASB issued ASU No. 2023-07, Segment Reporting: Improvements to Reportable Segment Disclosures. This guidance requires disclosure of incremental segment information on an annual and interim basis. This amendment is effective for our fiscal year ending September 30, 2025 and our interim periods within the fiscal year ending September 30, 2026. The disclosures required from this new pronouncement will be included within our fiscal 2025 annual Form 10-K.

Recently Issued Accounting Pronouncements - In December 2023, the FASB issued ASU No. 2023-09, Income Taxes: Improvements to Income Tax Disclosures. This guidance requires consistent categories and greater disaggregation of information in the rate reconciliation and disclosures of income taxes paid by jurisdiction. This amendment is effective for our fiscal year ending September 30, 2026. We are currently assessing the impact of this guidance on our disclosures.

In November 2024, the FASB issued ASU 2024-03, Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. ASU 2024-03 requires disclosure of certain costs and expenses on an interim and annual basis in the notes to the financial statements. The guidance is effective for our fiscal years beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. We are currently assessing the impact of this guidance on our disclosures.

(2) Revenue Recognition

The Company, through its operating subsidiaries, is one of the world’s largest manufacturers, marketers and distributors of household batteries, specialty batteries and lighting products, and is a leading designer and marketer of automotive fragrance, appearance, performance and air conditioning recharge products. The Company distributes its products to consumers through numerous retail locations worldwide, including mass merchandisers and warehouse clubs, food, drug and convenience stores, electronics specialty stores and department stores, hardware and automotive centers, e-commerce and military stores. The Company sells to its customers through a combination of a direct sales force and exclusive and non-exclusive third-party distributors and wholesalers.

The Company’s revenue is primarily generated from the sale of finished product to customers. Sales predominantly contain a single delivery element, or performance obligation, and revenue is recognized at a single point in time when title, ownership
8

ENERGIZER HOLDINGS, INC.
NOTES TO CONSOLIDATED (CONDENSED) FINANCIAL STATEMENTS
(In millions - Unaudited)


and risk of loss pass to the customer. This typically occurs when finished goods are delivered to the customer or when finished goods are picked up by the carrier at origin or the customer, depending on contract terms.

The Company aggregates revenue by market, which is determined based on the predominant customer type or sales strategy utilized in the market. North America sales are generally through large retailers with nationally or regionally recognized brands.

Our International sales are comprised of modern trade, developing and distributor market groups. Modern trade, which is most prevalent in Western Europe and more developed economies throughout the world, generally refers to sales through large retailers with nationally or regionally recognized brands. Developing markets generally include sales by wholesalers or small retailers who may not have a national or regional presence. Distributors are utilized in other markets where the Company does not have a direct sales force.

Global Professional sales are "business to business" sales and includes sales to original equipment manufacturers as well as industrial, medical, office and hearing aid distributors. These sales are evaluated outside of the geographic markets in which they originate. The quarter ended December 31, 2023 was recast to breakout Global Professional Market sales from the previously reported geographic market.

Supplemental product and market information is presented below for revenues from external customers for the quarters ended December 31, 2024 and 2023:
 For the Quarters Ended December 31,
Net Sales by products20242023
Batteries$606.9 $591.4 
Auto Care99.3 98.8 
Lights25.5 26.4 
Total Net Sales$731.7 $716.6 

 For the Quarters Ended December 31,
 20242023
Net Sales by markets 
North America Market$391.2 $372.5 
Modern Markets146.0 143.5 
Developing Markets87.5 93.4 
Distributors Markets42.4 35.2 
Global Professional Markets64.6 72.0 
 Total Net Sales$731.7 $716.6 

(3) Acquisitions

Centralsul Acquisition - On May 8, 2024, the Company acquired all the outstanding shares of Centralsul Ltda. (Centralsul), an auto appearance and fragrance manufacturer and distributor based in Southern Brazil (Centralsul Acquisition), which is expected to increase the Company's Auto Care presence in the region. The share purchase agreement (SPA) included a contractual purchase price of approximately $15, which was adjusted by Centralsul's outstanding debt, an indemnity holdback and working capital adjustments resulting in an initial cash payment of $10.6. The Company finalized the working capital adjustment in the first fiscal quarter of 2025 and paid an additional $0.1. The indemnity holdback is approximately $2 and will be used to satisfy any indemnification claims or paid out over a contractual timeline through 2027. The SPA includes a potential earnout payment of up to approximately $5 if certain financial metrics are achieved during calendar year 2025. If achieved, the earnout will be paid in the second fiscal quarter of 2026.

The preliminary purchase price of the acquisition including the estimated earnout is $16.5. The Company has allocated the preliminary purchase price to the assets acquired and liabilities assumed, and has preliminarily recognized goodwill of $14.6, which is attributable to the workforce of the acquired business and the established distribution footprint of the Centralsul business in the region. This goodwill has been allocated to the Auto Care segment and is not deductible for tax purposes.
9

ENERGIZER HOLDINGS, INC.
NOTES TO CONSOLIDATED (CONDENSED) FINANCIAL STATEMENTS
(In millions - Unaudited)



Belgium Acquisition - On October 27, 2023, the Company acquired certain battery manufacturing assets in Belgium from Advanced Power Solutions Belgium NV (APS Belgium) for a contractual purchase price of EUR3.5 (Belgium Acquisition). The Company also acquired certain raw materials from APS Belgium, procured by APS Belgium on the Company's behalf to facilitate the transition, for a total acquisition purchase price of $11.6 (including value added taxes). The Company assumed a building lease as part of the acquisition and acquired these assets to provide a battery manufacturing location in Europe. The Company has recorded $0.7 of goodwill in the Battery & Lights segment, which is attributable to the workforce acquired. The goodwill is deductible for tax purposes.

APS NV Acquisition - On September 24, 2024 the Company entered into a share purchase agreement to acquire all the shares of Advanced Power Solutions NV for a purchase price of EUR26.8, to be adjusted for closing net debt and working capital (APS NV Acquisition). The Company anticipates the acquisition will close during calendar year 2025, subject to regulatory approvals and other customary closing conditions.

The Company recorded $1.2 of legal fees and other costs associated with these acquisitions during the three months ended December 31, 2024. The Company recorded $2.6 of acquisition and integration costs associated with the Belgium Acquisition during the three months ended December 31, 2023. The costs included $2.9 of operating costs recorded in Costs of good sold as the Company was awaiting the receipt of the raw materials procured on the Company's behalf by APS Belgium. These costs were offset by $1.0 of income recorded in Other items, net from producing inventory for APS Belgium under a transaction services agreement (TSA) entered into at the closing of the transaction. No further income is expected from this TSA. The Company also recorded $0.7 of legal and diligence fees associated with the closing of this acquisition recorded in Selling, general and administrative expenses.

(4) Restructuring

Project Momentum Restructuring - 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 throughout the Company. In July 2023, the Company's Board of Directors approved an expansion to the Project Momentum profit recovery program and delegated authority to the Company's management to determine the final actions with respect to the plan. The expansion of this program included 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.

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. It is estimated that the Company will incur total pre-tax exit-related cash operating costs associated with the program of approximately $180 to $185, non-cash costs of approximately $30, and capital expenditures of $80 to $90 by the end of fiscal 2025.

10

ENERGIZER HOLDINGS, INC.
NOTES TO CONSOLIDATED (CONDENSED) FINANCIAL STATEMENTS
(In millions - Unaudited)


The pre-tax expense for charges related to the restructuring for the quarters ended December 31, 2024 and 2023 are noted in the table below, and were reflected in the Consolidated (Condensed) Statement of Earnings and Comprehensive Income:

For the Quarters Ended December 31,
20242023
Project Momentum Restructuring Program
Costs of products sold
Severance and related benefit costs$0.1 $0.5 
Accelerated depreciation & asset write-offs0.8 1.3 
Other restructuring related costs(1)
8.5 11.0 
Selling, general and administrate expense
Severance and related benefit costs1.3 1.8 
Accelerated depreciation & asset write-offs0.9 0.5 
Other restructuring related costs(2)
2.6 3.4 
Momentum Restructuring Cost Total$14.2 $18.5 
     IT enablement(3)
6.1 3.9 
Total restructuring and related costs$20.3 $22.4 
(1) Includes charges primarily related to consulting, relocation, decommissioning, and other facility exit costs.
(2) Primarily includes consulting, real estate rationalization costs, and legal fees for the restructuring program.
(3) Relates to operating expenses for new IT systems, primarily the organizational design and change management costs, which are enabling the Company to complete restructuring initiatives. Costs are included in SG&A in the Consolidated (Condensed) Statement of Earnings and Comprehensive Income.

Although the Company's restructuring costs are recorded outside of segment profit, if allocated to our reportable segments, the pre-tax restructuring and related costs for the quarter ended December 31, 2024 would be incurred within the Battery & Lights segment in the amounts of $18.7 and the Auto Care segment in the amount of $1.6. For the quarter ended December 31, 2023, the pre-tax restructuring and related costs would have been incurred within the Battery & Lights segment in the amount of $20.8 and the Auto Care segment in the amount of $1.6.

11

ENERGIZER HOLDINGS, INC.
NOTES TO CONSOLIDATED (CONDENSED) FINANCIAL STATEMENTS
(In millions - Unaudited)


The following table summarizes the restructuring and related costs reserve activity related to the Project Momentum restructuring program for the quarters ended December 31, 2023 and 2024:
Utilized
September 30, 2023Charge to IncomeCashNon-CashDecember 31, 2023
Severance & termination related costs$15.4 $2.3 $3.9 $ $13.8 
Accelerated depreciation & asset write-offs 1.8  1.8  
Other restructuring related costs3.3 14.4 15.4 0.1 2.2 
IT enablement0.9 3.93.8 0.1 0.9 
    Total restructuring and related costs$19.6 $22.4 $23.1 $2.0 $16.9 
Utilized
September 30, 2024 (1)
Charge to IncomeCashNon-Cash
December 31, 2024 (1)
Severance & termination related costs$7.2 $1.4 $2.8 $ $5.8 
Accelerated depreciation & asset write-offs 1.7  1.7  
Other restructuring related costs12.4 11.1 16.3  7.2 
IT enablement2.1 6.16.1 0.1 2.0 
    Total restructuring and related costs$21.7 $20.3 $25.2 $1.8 $15.0 
(1) The restructuring and related costs reserve is recorded on the Consolidated (Condensed) Balance Sheet in Other current liabilities and Other long term liabilities. Refer to Note 14, Supplemental Financial Statement Information for additional details.


12

ENERGIZER HOLDINGS, INC.
NOTES TO CONSOLIDATED (CONDENSED) FINANCIAL STATEMENTS
(In millions - Unaudited)


(5) Segments

Operations for Energizer are managed via two product segments: Batteries & Lights and Auto Care. Segment performance is evaluated based on segment operating profit, exclusive of general corporate expenses (including share-based compensation costs), amortization of intangibles, acquisition and integration activities, restructuring and related costs, network transition costs and other items determined to be corporate in nature. Financial items, such as interest income and expense and the loss 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.

Energizer’s operating model includes a combination of standalone and shared business functions between the product segments, varying by country and region of the world. Shared functions include the sales and marketing functions, as well as human resources, IT and finance shared service costs. Energizer applies a fully allocated cost basis, in which shared business functions are allocated between segments. Such allocations are estimates, and may not represent the costs of such services if performed on a standalone basis.

Segment sales and profitability for the quarters ended December 31, 2024 and 2023 are presented below:
 For the Quarters Ended December 31,
20242023
Net Sales 
Batteries & Lights$632.4 $617.8 
Auto Care99.3 98.8 
Total Net Sales$731.7 $716.6 
Segment Profit 
Batteries & Lights$119.3 $132.4 
Auto Care20.5 6.9 
Total segment profit$139.8 $139.3 
    General corporate and other expenses (1) (27.4)(29.2)
    Amortization of intangible assets(14.7)(14.5)
Project Momentum restructuring and related costs (2)(20.3)(22.4)
Network transition costs (3)(14.0) 
    Acquisition and integration costs (4)(1.2)(2.6)
Interest expense(37.0)(40.7)
Loss on extinguishment of debt (0.1)(0.5)
December 2023 Argentina Economic Reform (5) (21.0)
Other items - Adjusted (6)5.0 1.0 
Total earnings before income taxes$30.1 $9.4 
Depreciation and amortization
Batteries & Lights$14.3 $13.0 
Auto Care2.8 2.5 
Total segment depreciation and amortization$17.1 $15.5 
Amortization of intangible assets14.7 14.5 
         Total depreciation and amortization$31.8 $30.0 

(1) Included in SG&A in the Consolidated (Condensed) Statement of Earnings and Comprehensive Income.

(2) Project Momentum restructuring and related costs were included in the following lines in the Consolidated (Condensed) Statement of Earnings and Comprehensive Income:
13

ENERGIZER HOLDINGS, INC.
NOTES TO CONSOLIDATED (CONDENSED) FINANCIAL STATEMENTS
(In millions - Unaudited)


For the Quarters Ended December 31,
Restructuring and related costs20242023
Cost of products sold$9.4 $12.8 
SG&A - Restructuring costs4.8 5.7 
SG&A - IT Enablement6.1 3.9 
Total Restructuring and related costs$20.3 $22.4 

(3) 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. These costs were recorded in Cost of products sold on the Consolidated (Condensed) Statement of Earnings and Comprehensive Income.

(4) Acquisition and integration costs were included in the following lines in the Consolidated (Condensed) Statement of Earnings and Comprehensive Income:
For the Quarters Ended December 31,
Acquisition and related costs20242023
Cost of products sold$ $2.9 
SG&A 1.2 0.7 
Other items, net (1.0)
Total Acquisition and integration costs$1.2 $2.6 

(5) During December 2023, a new president was inaugurated in Argentina bringing significant economic reform to the country including devaluing the Argentine Peso by 50% in the month of December (December 2023 Argentina Reform). In addition, new regulations were implemented reducing restrictions around foreign currency purchases. As a result of this reform and devaluation, the Company recorded $21.0 of exchange losses in Other items, net on the Consolidated (Condensed) Statement of Earnings.

(6) Below is the reconciliation of Other items, net as reflected on the Consolidated (Condensed) Statement of Earnings to the adjusted amount included in the table above:
For the Quarters Ended December 31,
20242023
Other items, net$(5.0)$19.0 
Acquisition and integration (4 above) (1.0)
December 2023 Argentina Economic Reform (5 above) 21.0 
Other items, net - adjusted$(5.0)$(1.0)

Corporate assets shown in the following table include cash, all financial instruments, pension assets, amounts indemnified by others per the purchase agreements and tax asset balances that are managed outside of operating segments.

Total AssetsDecember 31, 2024September 30, 2024
Batteries & Lights$1,291.0 $1,421.1 
Auto Care400.0 352.7 
Total segment assets$1,691.0 $1,773.8 
Corporate453.6 451.7 
Goodwill and other intangible assets2,085.6 2,116.9 
Total assets$4,230.2 $4,342.4 

14

ENERGIZER HOLDINGS, INC.
NOTES TO CONSOLIDATED (CONDENSED) FINANCIAL STATEMENTS
(In millions - Unaudited)


(6) Earnings per share

Basic earnings per share is based on the average number of common shares outstanding during the period. Diluted earnings per share is based on the average number of shares used for the basic earnings per share calculation, adjusted for the dilutive effect of restricted stock unit (RSU) awards, performance share awards and deferred compensation equity plans.

The following table sets forth the computation of basic and diluted earnings per share for the quarters ended December 31, 2024 and 2023:
(in millions, except per share data)For the Quarters Ended December 31,
Basic net earnings per share20242023
Net earnings$22.3 $1.9 
Weighted average common shares outstanding - Basic72.0 71.7 
Basic net earnings per common share$0.31 $0.03 
Diluted net earnings per share
Weighted average common shares outstanding - Basic72.0 71.7 
Dilutive effect of RSU awards0.5 0.4 
Dilutive effect of performance shares0.7 0.5 
Weighted average common shares outstanding - Diluted73.2 72.6 
Diluted net earnings per common share$0.30 $0.03 

For the quarter ended December 31, 2024 there were no antidilutive RSU shares and for the quarter ended December 31, 2023 there were 0.5 million antidilutive RSU shares not included in the diluted net earnings per share calculation.

Performance based RSU shares of 0.9 million and 1.3 million were excluded for the quarters ended December 31, 2024 and 2023, respectively as the performance targets for those awards have not been achieved as of the end of the applicable periods.

(7) Income Taxes    

The effective tax rate for the three months ended December 31, 2024 was 25.9% as compared to 79.8% for the prior year comparative period. The current year rate is lower than the prior year as the exchange rate loss of $21.0 from the December 2023 Argentina Reform was not deductible for tax purposes and did not result in a statutory tax benefit in the prior year.

(8) Goodwill and intangible assets

Goodwill and intangible assets deemed to have an indefinite life are not amortized, but are evaluated annually for impairment as part of our annual business planning cycle in the fourth fiscal quarter, or when indicators of a potential impairment are present.

The following table sets forth goodwill by segment as of October 1, 2024 and December 31, 2024:

Batteries & LightsAuto CareTotal
Balance at October 1, 2024$897.9 $148.1 $1,046.0 
Centralsul Acquisition 0.1 0.1 
Cumulative translation adjustment(12.9)(1.6)(14.5)
Balance at December 31, 2024$885.0 $146.6 $1,031.6 

Energizer had indefinite-lived intangible assets of $639.9 at December 31, 2024 and $641.6 at September 30, 2024. The difference between the periods is driven by currency adjustments.
15

ENERGIZER HOLDINGS, INC.
NOTES TO CONSOLIDATED (CONDENSED) FINANCIAL STATEMENTS
(In millions - Unaudited)



Total intangible assets at December 31, 2024 are as follows:
Gross Carrying AmountAccumulated AmortizationNet Carrying Amount
Trademarks and trade names$154.5 $(39.7)$114.8 
Customer relationships394.4 (173.0)221.4 
Patents34.1 (21.2)12.9 
Proprietary technology172.5 (121.9)50.6 
Proprietary formulas29.2 (14.8)14.4 
    Total Amortizable intangible assets784.7 (370.6)414.1 
Trademarks and trade names - indefinite lived639.9 — 639.9 
     Total Other intangible assets, net$1,424.6 $(370.6)$1,054.0 

Total intangible assets at September 30, 2024 were as follows:
Gross Carrying AmountAccumulated AmortizationNet Carrying Amount
Trademarks and trade names$155.0 $(37.8)$117.2 
Customer relationships395.0 (166.8)228.2 
Patents34.5 (21.0)13.5 
Proprietary technology172.5 (117.5)55.0 
Proprietary formulas29.2 (13.8)15.4 
    Total Amortizable intangible assets786.2 (356.9)429.3 
Trademarks and trade names - indefinite lived641.6 — 641.6 
    Total Other intangible assets, net$1,427.8 $(356.9)$1,070.9 


(9) Debt

The detail of long-term debt was as follows:
December 31, 2024September 30, 2024
Senior Secured Term Loan Facility due 2027$757.0 $782.0 
6.500% Senior Notes due 2027300.0 300.0 
4.750% Senior Notes due 2028583.7 583.7 
4.375% Senior Notes due 2029791.3 791.3 
3.50% Senior Notes due 2029 (Euro Notes of €650.0)(1)
673.0 723.8 
Finance lease obligations47.6 49.2 
Total long-term debt, including current maturities$3,152.6 $3,230.0 
Less current portion(13.0)(12.6)
Less unamortized debt premium and debt issuance fees(22.3)(24.4)
Total long-term debt$3,117.3 $3,193.0 
(1) Changes in the USD balance of the Euro denominated 3.50% Senior Notes due in 2029 is due to movements in the currency rate year-over-year.

Credit Agreement - During the first quarter of fiscal 2025, the Company pre-paid $22.0 of the Senior Secured Term Loan due in 2027. During the first quarter of fiscal 2024, the Company pre-paid $75.0 of the Senior Secured Term Loan due in 2027.

16

ENERGIZER HOLDINGS, INC.
NOTES TO CONSOLIDATED (CONDENSED) FINANCIAL STATEMENTS
(In millions - Unaudited)


Borrowings under the Term Loan require quarterly principal payments at a rate of 0.25% of the original principal balance, or $3.0. Borrowings under the Revolving Facility bear interest at a rate per annum equal to, at the option of the Company, Secured Overnight Finance Rate (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. The Credit Agreement also contains customary affirmative and restrictive covenants.

The Company has an interest rate swap that fixes the variable benchmark component (SOFR) at an interest rate of 1.042% on variable rate debt of $600.0. The notional value of the swap will decrease by $100.0 each year on December 22nd, until its termination date on December 22, 2027. Refer to Note 12, Financial Instruments and Risk Management, for additional information on the Company's interest rate swap transactions.

As of December 31, 2024 and 2023, the Company had no outstanding borrowings under the Revolving Facility and $7.6 of outstanding letters of credit. Taking into account outstanding letters of credit, $492.4 remained available under the Revolving Facility as of December 31, 2024. At both December 31, 2024 and September 30, 2024, the Company's weighted average interest rate on short-term borrowings was 7.7% and 7.3%, respectively.

The prepayment of the Term Loan during the first quarters of fiscal 2025 and 2024 resulted in a net Loss on extinguishment of debt for the quarters ended December 31, 2024 and 2023 of $0.1 and $0.5, respectively, recorded on the Consolidated (Condensed) Statement of Earnings and Comprehensive Income.

Notes payable - The Company had $1.7 in Notes payable at December 31, 2024 and $2.1 at September 30, 2024. The balances are comprised of other borrowings, including those from foreign affiliates. At December 31, 2024 and September 30, 2024, the Company had no outstanding borrowings on the Revolving Facility.

Debt Covenants - The agreements governing the Company's debt contain certain customary representations and warranties, affirmative, negative and financial covenants and provisions relating to events of default. If the Company fails to comply with these covenants or with other requirements of these debt agreements, the lenders may have the right to accelerate the maturity of the debt. Acceleration under one of these debt agreements would trigger cross defaults to other borrowings. As of December 31, 2024, the Company was in compliance with the provisions and covenants associated with its debt agreements.

The counterparties to long-term committed borrowings consist of a number of major financial institutions. The Company consistently monitors positions with, and credit ratings of, counterparties both internally and by using outside ratings agencies.

Debt Maturities - Aggregate maturities of long-term debt as of December 31, 2024 are as follows:
Long-term debt
One year$12.0 
Two year12.0 
Three year1,033.0 
Four year583.7 
Five year1,464.3 
Total long-term debt payments due$3,105.0 

17

ENERGIZER HOLDINGS, INC.
NOTES TO CONSOLIDATED (CONDENSED) FINANCIAL STATEMENTS
(In millions - Unaudited)


(10) Supply Chain Financing

The Company has a voluntary Supplier Financing Program (the program) in collaboration with certain financial institutions that offers participating suppliers access to a third-party service which allows them to view scheduled payments online and enables them the ability to request payment of their invoices from the financial institutions earlier than the negotiated terms with the Company. The Company is not a party to the negotiations or agreements reached between participating suppliers and third-party financial institutions. The Company's obligations, including the amounts due and payment terms, remain unaffected by our suppliers’ decision to participate in the program. The Company does not provide any form of guarantee or assume any liability in connection with the agreements between our suppliers and the third-party financial institutions involved in the program.

As of December 31, 2024 and September 30, 2024, the Company had $54.1 and $52.5, respectively, of outstanding supplier obligations confirmed as valid under the program which are included within Accounts payable on the Consolidated (Condensed) Balance Sheets.

(11) Pension Plans

The Company has several defined benefit pension plans covering many of its employees in the U.S. and certain employees in other countries. The plans provide retirement benefits based on various factors including years of service and in certain circumstances, earnings. Most plans are now frozen to new entrants and for additional service.
The Company’s net periodic pension cost for these plans are as follows:
For the Quarters Ended December 31,
U.S.International
2024202320242023
Service cost$ $ $0.1 $0.1 
Interest cost3.1 3.6 0.8 0.8 
Expected return on plan assets(4.0)(3.3)(0.9)(0.8)
Amortization of unrecognized net losses0.5 0.5 0.5 0.2 
Net periodic (benefit) / cost$(0.4)$0.8 $0.5 $0.3 

The service cost component of the net periodic cost above is recorded in Selling, general and administrative expense on the Consolidated (Condensed) Statement of Earnings and Comprehensive Income, while the remaining components are recorded to Other items, net.

The Company also sponsors or participates in a number of other non-U.S. pension arrangements, including various retirement and termination benefit plans, some of which are required by local law or coordinated with government-sponsored plans, which are not significant in the aggregate and, therefore, are not included in the information presented above.

18

ENERGIZER HOLDINGS, INC.
NOTES TO CONSOLIDATED (CONDENSED) FINANCIAL STATEMENTS
(In millions - Unaudited)


(12) Financial Instruments and Risk Management

The market risk inherent in the Company's operations creates potential earnings volatility arising from changes in currency rates, interest rates and commodity prices. The Company's policy allows derivatives to be used only for identifiable exposures and, therefore, the Company does not enter into hedges for trading or speculative purposes where the sole objective is to generate profits.

Concentration of Credit Risk—The counterparties to derivative contracts consist of a number of major financial institutions and are generally institutions with which the Company maintains lines of credit. The Company does not enter into derivative contracts through brokers nor does it trade derivative contracts on any other exchange or over-the-counter markets. Risk of currency positions and mark-to-market valuation of positions are strictly monitored at all times.

The Company continually monitors positions with, and credit ratings of, counterparties both internally and by using outside rating agencies. While nonperformance by these counterparties exposes Energizer to potential credit losses, such losses are not anticipated.

In the ordinary course of business, the Company may enter into contractual arrangements (derivatives) to reduce its exposure to commodity price and foreign currency risks. The section below outlines the types of derivatives that existed at December 31, 2024 and September 30, 2024, as well as the Company's objectives and strategies for holding these derivative instruments.

Commodity Price Risk—The Company uses raw materials that are subject to price volatility. At times, the Company uses hedging instruments to reduce exposure to variability in cash flows associated with future purchases of certain materials and commodities.

Foreign Currency Risk—A significant portion of Energizer’s product cost is more closely tied to the U.S. dollar than to the local currencies in which the product is sold. As such, a weakening of currencies relative to the U.S. dollar results in margin declines unless mitigated through pricing actions, which are not always available due to the economic or competitive environment. Conversely, a strengthening in currencies relative to the U.S. dollar can improve margins. The primary currencies to which Energizer is exposed include the Euro, the British pound, the Canadian dollar and the Australian dollar. However, the Company also has significant exposures in many other currencies which, in the aggregate, may have a material impact on the Company's operations.

Additionally, Energizer’s foreign subsidiaries enter into internal and external transactions that create nonfunctional currency balance sheet positions at the foreign subsidiary level. These exposures are generally the result of intercompany purchases, intercompany loans and, to a lesser extent, external purchases, and are revalued in the foreign subsidiary’s local currency at the end of each period. Changes in the value of the non-functional currency balance sheet positions in relation to the foreign subsidiary’s local currency results in a transaction gain or loss recorded in Other items, net on the Consolidated (Condensed) Statements of Earnings and Comprehensive Income. The primary currency to which Energizer’s foreign subsidiaries are exposed is the U.S. dollar

Interest Rate Risk—The Company has interest rate risk with respect to interest expense on variable rate debt. At December 31, 2024, the Company had variable rate debt outstanding of $757.0 under the Term Loan.

The Company has an interest rate swap that fixes the variable benchmark component (SOFR) at an interest rate of 1.042% on variable rate debt of $600.0. The notional value of the swap will decrease by $100.0 each year on December 22nd, until its termination date on December 22, 2027. The notional value of the swap was $600.0 at December 31, 2024.

Derivatives Designated as Cash Flow Hedging Relationships—The Company has entered into a series of forward currency contracts to hedge the cash flow uncertainty of the forecasted payment of inventory purchases due to short term currency fluctuations. Energizer’s foreign affiliates, which have the largest exposure to U.S. dollar purchases, have the Euro, the British pound, the Canadian dollar and the Australian dollar as their local currencies. These foreign currencies represent a significant portion of Energizer's foreign currency exposure. At December 31, 2024 and September 30, 2024, Energizer had an unrealized pre-tax gain of $7.7 and an unrealized pre-tax loss of $4.6, respectively, on these forward currency contracts accounted for as cash flow hedges included in Accumulated other comprehensive loss on the Consolidated (Condensed) Balance Sheets. Assuming foreign exchange rates versus the U.S. dollar remain at December 31, 2024 levels, over the next 12 months, $7.3 of the pre-tax gain included in Accumulated other comprehensive loss is expected to be recognized in earnings. Contract
19

ENERGIZER HOLDINGS, INC.
NOTES TO CONSOLIDATED (CONDENSED) FINANCIAL STATEMENTS
(In millions - Unaudited)


maturities for these hedges extend into fiscal year 2026. There were 64 open foreign currency contracts at December 31, 2024, with a total notional value of approximately $187.

The Company has entered into hedging contracts on future zinc purchases to reduce exposure to variability in cash flows associated with price volatility. The contracts are determined to be cash flow hedges and qualify for hedge accounting. The contract maturities for these hedges extend into fiscal 2026. There were 16 open contracts at December 31, 2024, with a total notional value of approximately $24. The Company had an unrealized pre-tax gain of $1.4 and $4.0 on these hedges at December 31, 2024 and September 30, 2024, respectively, and was included in Accumulated other comprehensive loss on the Consolidated (Condensed) Balance Sheet.

At December 31, 2024 and September 30, 2024, Energizer recorded an unrealized pre-tax gain of $44.8 and $39.8, respectively, on the Interest rate swap agreement, both of which were included in Accumulated other comprehensive loss on the Consolidated (Condensed) Balance Sheet.

Derivatives not Designated in Hedging Relationships—Energizer enters into foreign currency derivative contracts, which are not designated as cash flow hedges for accounting purposes, to hedge existing balance sheet exposures. Any gains or losses on these contracts are expected to be offset by corresponding exchange losses or gains on the underlying exposures, and as such are not subject to significant market risk. There were five open foreign currency derivative contracts which are not designated as cash flow hedges at December 31, 2024, with a total notional value of approximately $109.

The following table provides the Company's estimated fair values as of December 31, 2024 and September 30, 2024, and the amounts of gains and losses on derivative instruments classified as cash flow hedges for the three months ended December 31, 2024 and 2023, respectively:

At December 31, 2024
For the Quarter Ended December 31, 2024
Derivatives designated as Cash Flow Hedging RelationshipsEstimated Fair Value Asset (1)Gain / (Loss) Recognized in OCI (2)Gain/(Loss) Reclassified From OCI into Income (3) (4)
Foreign currency contracts$7.7 $12.4 $0.1 
Interest rate swap44.8 11.7 6.7 
Zinc contracts1.4 (3.7)(1.1)
Total$53.9 $20.4 $5.7 
At September 30, 2024
For the Quarter Ended December 31, 2023
Derivatives designated as Cash Flow Hedging RelationshipsEstimated Fair Value (Liability) / Asset (1)Loss Recognized in OCI (2)Gain/(Loss) Reclassified From OCI into Income (3) (4)
Foreign currency contracts$(4.6)$(6.1)$0.9 
Interest rate swap39.8 (12.6)8.0 
Zinc contracts4.0 (1.8)(3.2)
Total$39.2 $(20.5)$5.7 
(1) All derivative assets are presented in Other current assets or Other assets. All derivative liabilities are presented in Other current liabilities or Other liabilities.
(2) OCI is defined as other comprehensive income.
(3) Gain/(Loss) reclassified to Income was recorded as follows: Foreign currency contracts in Cost of products sold, interest rate contracts in Interest expense, and commodity contracts in Cost of products sold.
(4) Each of these hedging relationships has derivative instruments with a high correlation to the underlying exposure being hedged and has been deemed highly effective in offsetting the underlying risk.

20

ENERGIZER HOLDINGS, INC.
NOTES TO CONSOLIDATED (CONDENSED) FINANCIAL STATEMENTS
(In millions - Unaudited)


The following table provides estimated fair values as of December 31, 2024 and September 30, 2024 and the gains and losses on derivative instruments not classified as cash flow hedges for the three months ended December 31, 2024 and 2023, respectively:
At December 31, 2024
For the Quarter Ended December 31, 2024
Estimated Fair Value Liability (1)Loss Recognized in Income (2)
Foreign currency contracts$(3.1)$(8.4)
 At September 30, 2024
For the Quarter Ended December 31, 2023
Estimated Fair Value Asset (1)Gain Recognized in Income (2)
Foreign currency contracts$2.9 $3.2 
(1) All derivative assets and liabilities are presented in Other current assets or Other assets and Other current liabilities or Other liabilities, respectively.
(2) Gain / (Loss) recognized in Income was recorded as foreign currency in Other items, net.


Energizer has the following recognized financial assets resulting from those transactions that meet the scope of the disclosure requirements as necessitated by applicable accounting guidance for balance sheet offsetting.
Offsetting of derivative assets
At December 31, 2024At September 30, 2024
DescriptionBalance Sheet locationGross amounts of recognized assetsGross amounts offset in the Balance SheetNet amounts of assets presented in the Balance SheetGross amounts of recognized assetsGross amounts offset in the Balance SheetNet amounts of assets presented in the Balance Sheet
Foreign Currency ContractsOther Current Assets, Other Assets$7.7 $ $7.7 $3.0 $(0.1)$2.9 
Offsetting of derivative liabilities
At December 31, 2024At September 30, 2024
DescriptionBalance Sheet locationGross amounts of recognized liabilitiesGross amounts offset in the Balance SheetNet amounts of liabilities presented in the Balance SheetGross amounts of recognized liabilitiesGross amounts offset in the Balance SheetNet amounts of liabilities presented in the Balance Sheet
Foreign Currency ContractsOther Current Liabilities, Other Liabilities$(3.1)$ $(3.1)$(4.7)$0.1 $(4.6)

Fair Value Hierarchy—Accounting guidance on fair value measurements for certain financial assets and liabilities requires that assets and liabilities carried at fair value be classified in one of the following three categories:

Level 1: Quoted market prices in active markets for identical assets or liabilities.

Level 2: Observable market-based inputs or unobservable inputs that are corroborated by market data.

Level 3: Unobservable inputs reflecting the reporting entity’s own assumptions or external inputs from inactive markets.

Under the fair value accounting guidance hierarchy, an entity is required to maximize the use of quoted market prices and minimize the use of unobservable inputs. The following table sets forth the Company's financial assets and liabilities, which are
21

ENERGIZER HOLDINGS, INC.
NOTES TO CONSOLIDATED (CONDENSED) FINANCIAL STATEMENTS
(In millions - Unaudited)


carried at fair value, as of December 31, 2024 and September 30, 2024 that are measured on a recurring basis during the period, segregated by level within the fair value hierarchy:
 Level 2
(Liabilities)/Assets at estimated fair value:December 31,
2024
September 30,
2024
Deferred compensation$(20.9)$(21.7)
Derivatives - Foreign Currency contracts7.7 (4.6)
Derivatives - Foreign Currency contracts (non-hedge)(3.1)2.9 
Derivatives - Interest Rate Swap44.8 39.8 
Derivatives - Zinc contracts1.4 4.0 
Net Assets at estimated fair value$29.9 $20.4 

Energizer had no Level 1 or Level 3 financial assets or liabilities, other than pension plan assets, at December 31, 2024 and September 30, 2024. The Company does measure certain assets and liabilities, such as Goodwill and Other intangibles, at fair value on a non-recurring basis using Level 3 inputs. There were no Level 3 fair value measurement gains or losses recognized during the quarters ended December 31, 2024 or 2023.

Due to the nature of cash and cash equivalents, carrying amounts on the balance sheets approximate estimated fair value. The estimated fair value of cash was determined based on Level 1 inputs and cash equivalents and restricted cash are determined based on Level 2 inputs.

At December 31, 2024, the estimated fair value of the Company's unfunded deferred compensation liability is determined based upon the quoted market prices of investment options that are offered under the plan. The estimated fair value of foreign currency contracts, interest rate swap and zinc contracts, as described above, is the amount that the Company would receive or pay to terminate the contracts, considering first, quoted market prices of comparable agreements, or in the absence of quoted market prices, such factors as interest rates, currency exchange rates and remaining maturities.

At December 31, 2024, the fair market value of fixed rate long-term debt was $2,246.0 compared to its carrying value of $2,348.0, and at September 30, 2024, the fair market value of fixed rate long-term debt was $2,305.5 compared to its carrying value of $2,398.8. The estimated fair value of the long-term debt is estimated using yields obtained from independent pricing sources for similar types of borrowing arrangements. The estimated fair value of fixed rate long-term debt has been determined based on Level 2 inputs.

(13) Accumulated Other Comprehensive (Loss)/Income

The following table presents the changes in accumulated other comprehensive (loss)/income (AOCI), net of tax by component:
Foreign Currency Translation AdjustmentsPension ActivityZinc ContractsForeign Currency ContractsInterest Rate ContractsTotal
Balance at September 30, 2024
$(96.8)$(113.5)$3.1 $(3.7)$30.3 $(180.6)
OCI before reclassifications(7.7)1.8 (1.2)9.1 8.9 10.9 
Reclassifications to earnings 0.8 (0.8)(0.1)(5.1)(5.2)
Balance at December 31, 2024$(104.5)$(110.9)$1.1 $5.3 $34.1 $(174.9)

22

ENERGIZER HOLDINGS, INC.
NOTES TO CONSOLIDATED (CONDENSED) FINANCIAL STATEMENTS
(In millions - Unaudited)


The following table presents the reclassifications out of AOCI to earnings:
For the Quarters Ended December 31,
20242023
Details of AOCI ComponentsAmount Reclassified
from AOCI (1)
Affected Line Item in the Combined Statements of Earnings
Gains and losses on cash flow hedges
Foreign currency contracts$(0.1)$(0.9)Cost of products sold
Interest rate contracts(6.7)(8.0)Interest expense
Zinc contracts(1.1)3.2 Cost of products sold
(7.9)(5.7)Earnings before income taxes
1.9 1.4 Income tax expense
$(6.0)$(4.3)Net earnings
Amortization of defined benefit pension items
Actuarial loss1.0 0.7 (2)
(0.2)(0.1)Income tax benefit
$0.8 $0.6 Net earnings
Total reclassifications to earnings$(5.2)$(3.7)Net earnings
(1) Amounts in parentheses indicate credits to Consolidated (Condensed) Statement of Earnings and Comprehensive Income.
(2) This AOCI component is included in the computation of net periodic pension benefit/(cost) (see Note 11, Pension Plans, for further details).


(14) Supplemental Financial Statement Information

The components of certain income statement accounts are as follows:
For the Quarters Ended December 31,
20242023
Other items, net
       Interest income$(1.2)$(5.6)
Foreign currency exchange (gain)/loss (1)(3.8)23.7 
Pension cost other than service costs 1.0 
Transition services agreement income (1.0)
       Other 0.9 
Total Other items, net$(5.0)$19.0 
(1) Foreign currency exchange loss in the quarter ended December 31, 2023, includes the currency impact from the December 2023 Argentina economic reform. During December 2023, a new president was inaugurated in Argentina bringing significant economic reform to the country including devaluing the Argentine Peso by 50% in the month of December. As a result of this reform and devaluation, the Company recorded $21.0 of exchange losses in Other items, net on the Consolidated (Condensed) Statement of Earnings.
23

ENERGIZER HOLDINGS, INC.
NOTES TO CONSOLIDATED (CONDENSED) FINANCIAL STATEMENTS
(In millions - Unaudited)



The components of certain balance sheet accounts are as follows:
December 31, 2024September 30, 2024
Inventories  
Raw materials and supplies$145.7 $127.6 
Work in process218.0 248.4 
Finished products303.0 281.3 
Total inventories$666.7 $657.3 
Other Current Assets  
Miscellaneous receivables$24.7 $22.8 
Prepaid expenses100.8 80.6 
Value added tax collectible from customers36.3 30.5 
Other32.0 29.5 
Total other current assets$193.8 $163.4 
Property, Plant and Equipment  
Land$12.5 $12.8 
Buildings141.2 139.2 
Machinery and equipment797.5 813.8 
Construction in progress80.0 68.8 
Finance Leases54.1 55.6 
Total gross property1,085.3 1,090.2 
Accumulated depreciation(700.6)(710.1)
Total property, plant and equipment, net$384.7 $380.1 
Other Current Liabilities  
Accrued advertising, sales promotion and allowances$33.6 $19.9 
Accrued trade allowances58.9 53.3 
Accrued freight and warehousing37.5 42.6 
Accrued salaries, vacations and incentive compensation33.6 69.5 
Accrued interest expense11.0 20.4 
Restructuring and related cost reserve14.8 21.5 
Income taxes payable24.5 22.5 
Other101.1 104.1 
Total other current liabilities$315.0 $353.8 
Other Liabilities  
Pensions and other retirement benefits$45.4 $47.5 
Deferred compensation17.5 17.2 
Mandatory transition tax7.1 7.1 
Restructuring and related cost reserve0.2 0.2 
Other non-current liabilities30.6 31.1 
Total other liabilities$100.8 $103.1 

24

ENERGIZER HOLDINGS, INC.
NOTES TO CONSOLIDATED (CONDENSED) FINANCIAL STATEMENTS
(In millions - Unaudited)



(15) Legal proceedings/contingencies and other obligations

Legal proceedings/contingencies - 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. 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). 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 Company believes that it has substantial defenses against the claims and intends to vigorously defend against them.

In addition to the matter above, the Company and its affiliates are subject to a number of legal proceedings in various jurisdictions arising out of its operations. Many of these legal matters are in preliminary stages and involve complex issues of law and fact, and may proceed for protracted periods of time. The amount of liability, if any, from these proceedings cannot be determined with certainty. The Company and its affiliates are a party to legal proceedings and claims that arise during the ordinary course of business. The Company reviews its legal proceedings and claims, regulatory reviews and inspections and other legal proceedings on an ongoing basis and follows appropriate accounting guidance when making accrual and disclosure decisions. The Company establishes accruals for those contingencies where the incurrence of a loss is probable and can be reasonably estimated, and discloses the amount accrued and the amount of a reasonably possible loss in excess of the amount accrued, if such disclosure is necessary for our financial statements to not be misleading. The Company does not record liabilities when the likelihood that the liability has been incurred is probable, but the amount cannot be reasonably estimated. Based upon present information, the Company believes that its liability, if any, arising from such pending legal proceedings, asserted legal claims and known potential legal claims which are likely to be asserted, is not reasonably likely to be material to the Company's financial position, results of operations, or cash flows, when taking into account established accruals for estimated liabilities.

Other obligations - In the ordinary course of business, the Company also enters into supply and service contracts. These contracts can include either volume commitments or fixed expiration dates, termination provisions and other standard contractual considerations. At December 31, 2024, the Company had approximately $7.8 of purchase obligations under these contracts.

25

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

The following discussion is meant to provide investors with information management believes is helpful in reviewing Energizer’s historical-basis results of operations, operating segment results, and liquidity and capital resources. Statements in this Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) that are not historical may be considered forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. You should read the following MD&A in conjunction with the Consolidated (Condensed) Financial Statements (unaudited) and corresponding notes included herein.

All amounts discussed are in millions of U.S. dollars, unless otherwise indicated.

Forward-Looking Statements

This document contains both historical and forward-looking statements. Forward-looking statements are not based on historical facts but instead reflect our expectations, estimates or projections concerning future results or events, including, without limitation, the future sales, gross margins, costs, earnings, cash flows, tax rates and performance of the Company. These statements generally can be identified by the use of forward-looking words or phrases such as "believe," "expect," "expectation," "anticipate," "may," "could," "will," "intend," "belief," "estimate," "plan," "target," "predict," "likely," "should," "forecast," "outlook," or other similar words or phrases. These statements are not guarantees of performance and are inherently subject to known and unknown risks, uncertainties and assumptions that are difficult to predict and could cause our actual results to differ materially from those indicated by those statements. We cannot assure you that any of our expectations, estimates or projections will be achieved. The forward-looking statements included in this document are only made as of the date of this document and we disclaim any obligation to publicly update any forward-looking statement to reflect subsequent events or circumstances. All forward-looking statements should be evaluated with the understanding of their inherent uncertainty. Numerous factors could cause our actual results and events to differ materially from those expressed or implied by forward-looking statements, including, without limitation:
Global economic and financial market conditions beyond our control might materially and negatively impact us.
Competition in our product categories might hinder our ability to execute our business strategy, achieve profitability, or maintain relationships with existing customers.
Changes in the retail environment and consumer preferences could adversely affect our business, financial condition and results of operations.
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.
Loss of any of our principal customers could significantly decrease our sales and profitability.
Our ability to meet our growth targets depends on successful product, marketing and operations innovation and successful responses to competitive innovation and changing consumer habits.
We are subject to risks related to our international operations, including currency fluctuations, which could adversely affect our results of operations.
We must successfully manage the demand, supply, and operational challenges brought on by any disease outbreak, including epidemics, pandemics, or similar widespread public health concerns.
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.
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.
Our reliance on certain significant suppliers subjects us to numerous risks, including possible interruptions in supply, which could adversely affect our business.
Our business is vulnerable to the availability of raw materials, as well as our ability to forecast customer demand and manage production capacity.
The manufacturing facilities, supply channels or other business operations of the Company and our suppliers may be subject to disruption from events beyond our control.
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.
If our goodwill and indefinite-lived intangible assets become impaired, we will be required to record impairment charges, which may be significant.
Sales of certain of our products are seasonal and adverse weather conditions during our peak selling seasons for certain auto care products could have a material adverse effect.
A failure of a key information technology system could adversely impact our ability to conduct business.
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We rely significantly on information technology and any inadequacy, interruption, theft or loss of data, malicious attack, integration failure, failure to maintain the security, confidentiality or privacy of sensitive data residing on our systems or other security failure of that technology could harm our ability to effectively operate our business and damage the reputation of our brands.
We may not be able to attract, retain and develop key employees, as well as effectively manage human capital resources.
We have significant debt obligations that could adversely affect our business.
Our credit ratings are important to our cost of capital.
We may experience losses or be subject to increased funding and expenses related to our pension plans.
The estimates and assumptions on which our financial projections are based may prove to be inaccurate, which may cause our actual results to materially differ from our projections, which may adversely affect our future profitability, cash flows and stock price.
If we pursue strategic acquisitions, divestitures or joint ventures, we might experience operating difficulties, dilution, and other consequences that may harm our business, financial condition, and operating results, and we may not be able to successfully consummate favorable transactions or successfully integrate acquired businesses.
Our business involves the potential for product liability claims, labeling claims, commercial claims and other legal claims against us, which could affect our results of operations and financial condition and result in product recalls or withdrawals.
Our business is subject to increasing government regulations in both the U.S. and abroad that could impose material costs.
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.
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.

In addition, other risks and uncertainties not presently known to us or that we consider immaterial could affect the accuracy of any such forward-looking statements. The list of factors above is illustrative, but by no means exhaustive. All forward-looking statements should be evaluated with the understanding of their inherent uncertainty. Additional risks and uncertainties include those discussed herein and detailed from time to time in our other publicly filed documents, including those described under the heading “Risk Factors” in our Form 10-K filed with the Securities and Exchange Commission on November 19, 2024.

Non-GAAP Financial Measures

The Company reports its financial results in accordance with accounting principles generally accepted in the U.S. ("GAAP"). However, management believes that certain non-GAAP financial measures provide users with additional meaningful comparisons to the corresponding historical or future period, and are used for management incentive compensation. These non-GAAP financial measures exclude items that are not reflective of the Company's on-going operating performance, such as restructuring and related costs, network transition costs, acquisition and integration costs, the loss on extinguishment of debt and the December 2023 Argentina Economic Reform. 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. Investors should consider non-GAAP measures in addition to, not as a substitute for, or superior to, the comparable GAAP measures. In addition, these non-GAAP measures may not be the same as similar measures used by other companies due to possible differences in methods and in the items being adjusted.

We provide the following non-GAAP measures and calculations, as well as the corresponding reconciliation to the closest GAAP measure:

Segment Profit. This amount represents the operations of our two reportable segments including allocations for shared support functions. General corporate and other expenses, Intangible amortization expense, Interest expense, Loss on extinguishment of debt, Other items, net, restructuring and related costs, network transition costs and the charges related to acquisition and integration costs have all been excluded from segment profit.

Adjusted Net Earnings and Adjusted Diluted Net Earnings Per Common Share (EPS). These measures exclude the impact of the costs related to restructuring activities, network transition costs, acquisition and integration, the Loss on extinguishment of debt and the December 2023 Argentina Economic Reform.

Non-GAAP Tax Rate. This is the tax rate when excluding the pre-tax impact of restructuring activities, network transition activities, acquisition and integration, the loss on extinguishment of debt and the December 2023 Argentina Economic Reform, as well as the related tax impact for these items, calculated utilizing the statutory rate for where the impact was incurred.
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Organic. This is the non-GAAP financial measurement of the change in revenue, segment profit or other margins that excludes or otherwise adjusts for the change in Hyperinflationary Market operations and impact of currency from the changes in foreign currency exchange rates as defined below:

Change in Hyperinflationary Markets. The Company is presenting separately all changes in sales and segment profit from our Egypt and Argentina affiliates due to the designation of the economies as highly inflationary as of October 1, 2024 and July 1, 2018, respectively.
Impact of currency. The Company evaluates the operating performance of our Company on a currency neutral basis. The Impact of Currency is the change in foreign currency exchange rates year-over-year on reported results, which is calculated by comparing the value of current year foreign operations at the current period USD exchange rate versus the value of current year foreign operations at the prior period USD exchange rate. The impact of currency also includes (gains)/losses of currency hedging programs, and it excludes hyperinflationary markets.
Adjusted Selling, General & Administrative Expense (SG&A) and Gross Margin as a percent of sales. Detail for Adjusted Gross margin and Adjusted SG&A as a percent of sales are also supplemental non-GAAP measures. These measures exclude the impact of costs related to restructuring activities, network transition activities, and acquisition and integration.

Macroeconomic Environment

We continue to operate in an inflationary environment where macro-economic pressures and geopolitical instability are expected to continue in fiscal year 2025. While we did not experience significant disruptions in our operations in the first quarter of fiscal year 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.

December 2023 Argentina Economic Reform

In November 2023, a new president was elected in Argentina who implemented significant economic reform. Upon his inauguration in December 2023, the government devalued the Argentine Peso (ARS) approximately 50% over night. As a
result, Argentina's operating costs rose quicker than the Company was able to implement price increases to offset the rising
costs. The Company anticipates this could continue, resulting in a continued decline to operating profit during fiscal 2025. The Company had net sales of $7.7 and $12.3 and operating profit of $1.9 and $5.1 in the three months ended December 31, 2024 and December 31, 2023, respectively.

This devaluation and economic reform resulted in $21.0 of currency losses recognized in Other items, net in the three months ended December 31, 2023. This included exchange losses of $14.7 from the remeasurement of the Company's Argentina monetary assets and liabilities and $6.3 of transactional currency exchange losses on the ARS.

It is difficult to determine what continuing impact the new president and his economic reform or the use of highly inflationary accounting for Argentina 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 U.S. dollar 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.

Acquisitions

On October 27, 2023, the Company acquired certain battery manufacturing assets in Belgium from Advanced Power Solutions Belgium NV (APS Belgium) to provide a battery manufacturing location in Europe (Belgium Acquisition).

On May 8, 2024, the Company acquired all the outstanding shares of Centralsul Ltda. (Centralsul), an auto appearance and fragrance manufacturer and distributor based in Southern Brazil (Centralsul Acquisition), which is expected to increase the Company's Auto Care presence in the region.

On September 24, 2024, the Company entered into a share purchase agreement to acquire all the shares of Advanced Power Solutions NV for a purchase price of EUR26.8, to be adjusted for closing net debt and working capital (APS NV Acquisition). The Company anticipates the acquisition will close during calendar year 2025, subject to regulatory approvals and other customary closing conditions.

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The Company recorded $1.2 of legal fees and other costs associated with these acquisitions during the three months ended December 31, 2024. The Company recorded $2.6 of acquisition and integration costs associated with the Belgium Acquisition during the three months ended December 31, 2023. The costs included $2.9 of operating costs recorded in Costs of good sold as the Company was awaiting the receipt of the raw materials procured on the Company's behalf by APS Belgium. These costs were offset by $1.0 of income recorded in Other items, net from producing inventory for APS Belgium under a transaction services agreement (TSA) entered into at the closing of the transaction. No further income is expected from this TSA. The Company also recorded $0.7 of legal and diligence fees associated with the closing of this acquisition recorded in Selling, general and administrative expenses.

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. 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.

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. The restructuring component of the program is expected to generate approximately $180 of annual pre-tax savings, and the Company estimates that it will incur one-time cash operating costs of $180 to $185, non-cash costs of approximately $30, and capital expenditures of $80 to $90 over the three year program. Additionally, along side the restructuring component of the program, Project Momentum includes continuous improvement and working capital initiatives that are designed to strengthen our balance sheet, focus on cash flow, and generate P&L savings of approximately $20 annually.

Total expected pre-tax savings of Project Momentum are approximately $200 by the end of fiscal year 2025. As of December 31, 2024, the Company has realized approximately $161 of these savings from Project Momentum, with approximately $19 in fiscal year 2025. The savings were primarily within Cost of products sold and SG&A on the Consolidated (Condensed) Statements of Earnings and Comprehensive Income.

In the quarters ended December 31, 2024 and 2023, the total Project Momentum restructuring and related pre-tax costs were $20.3 and $22.4, respectively. The expenses primarily consisted of severance and other benefit related costs, accelerated depreciation, asset write-offs, consulting costs, IT enablement, decommissioning, relocation, and other exit related costs. These costs were reflected within Cost of products sold, SG&A and Other items, net on the Consolidated (Condensed) Statements of Earnings and Comprehensive Income. Project Momentum restructuring and related costs since inception are $172.6. Refer to Note 4, Restructuring, to the Consolidated (Condensed) Financial Statements for additional discussion on the Company's restructuring costs.

Although the Company's Project Momentum restructuring costs are recorded outside of segment profit, if allocated to our reportable segments, the restructuring and related costs for the quarter ended December 31, 2024 would be incurred within the Battery & Lights segment in the amount of $18.7 and the Auto Care segment in the amount of $1.6. The Company's Project Momentum restructuring costs for the quarter ended December 31, 2023 would be incurred within the Battery & Lights segment in the amount of $20.8 and the Auto Care segment in the amount of $1.6.

As a part of the planned Project Momentum decommissioning of certain facilities and relocation of multiple production and packaging lines, the Company incurred incremental costs related to network transition activities necessary to maintain business continuity. During the first fiscal quarter of 2025, the Company incurred incremental costs of $14.0 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 Cost of products sold on the Consolidated (Condensed) Statement of Earnings and Comprehensive Income. We expect network transition costs of approximately $5 to be incurred in the second quarter of fiscal year 2025 as Project Momentum network optimization activities are completed.

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Highlights / Operating Results

Financial Results (in millions, except per share data)

Energizer reported first fiscal quarter Net earnings of $22.3, or $0.30 per diluted common share, compared to Net earnings of $1.9, or $0.03 per diluted common share, in the prior year first fiscal quarter. Adjusted Diluted net earnings per common share was $0.67 for the first fiscal quarter as compared to $0.59 in the prior year quarter, an increase of approximately 14%.
Net earnings and Diluted net earnings per common share for the time periods presented were impacted by certain items related to restructuring and related costs, network transition costs, acquisition and integration costs, the Loss on extinguishment of debt and the December 2023 Argentina Economic Reform as described in the tables below. 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. See disclosure on Non-GAAP Financial Measures above.
For the Quarters Ended December 31,
20242023
Net earnings$22.3$1.9 
Pre-tax adjustments
Restructuring and related costs (1)20.322.4 
Network transition costs (2) 14.0— 
Acquisition and integration (3)1.22.6 
Loss on extinguishment of debt0.10.5 
December 2023 Argentina Economic Reform (4)21.0 
Total adjustments, pre-tax$35.6$46.5 
Total adjustments, after tax$27.1$40.6 
Adjusted Net earnings (5)$49.4$42.5 
Diluted net earnings per common share $0.30$0.03 
Adjustments (per common share)
Restructuring and related costs0.210.23 
Network transition costs0.15— 
Acquisition and integration0.010.03 
Loss on extinguishment of debt0.01 
December 2023 Argentina Economic Reform0.29 
Adjusted Diluted net earnings per diluted common share$0.67$0.59 
Weighted average shares of common stock - Diluted73.272.6 
Currency, excluding hyperinflationary markets, favorably impacted the quarter ended December 31, 2024 by $1.5 in Earnings before income taxes, or $0.02 per share, compared to the prior year quarter.

(1) Restructuring and related costs were incurred as follows:
For the Quarters Ended December 31,
20242023
Cost of products sold$9.4 $12.8 
SG&A - Restructuring costs4.8 5.7 
SG&A - IT Enablement6.1 3.9 
Total Restructuring and related costs$20.3 $22.4 
(2) This represents incremental network transition costs, primarily related to freight and third-party packaging support, to maintain business continuity and service our customers as the Company decommissions certain facilities and relocates production and packaging lines as part of Project Momentum. These costs were recorded in Cost of products sold on the Consolidated (Condensed) Statement of Earnings.
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(3) Acquisition and integration costs were included in the following lines in the Consolidated (Condensed) Statement of Earnings and Comprehensive Income:
For the Quarters Ended December 31,
Acquisition and related costs20242023
Cost of products sold$— $2.9 
SG&A 1.2 0.7 
Other items, net— (1.0)
Total Acquisition and integration costs$1.2 $2.6 

(4) During December 2023, a new president was inaugurated in Argentina bringing significant economic reform to the country including devaluing the Argentine Peso by 50% in the month of December. As a result of this reform and devaluation, the Company recorded $21.0 of exchange losses in Other items, net on the Consolidated (Condensed) Statement of Earnings.
(5) The effective tax rate for the Adjusted Net earnings and Adjusted Diluted EPS for the quarters ended December 31, 2024 and 2023 was 24.8% and 24.0%, respectively, as calculated utilizing the statutory rate for where the costs were incurred.
Highlights
Total Net sales For the Quarter Ended December 31, 2024
$ Change% Chg
Net sales - prior year$716.6 
Organic27.0 3.8 %
Change in hyperinflationary markets(5.3)(0.7)%
Impact of currency(6.6)(1.0)%
Net Sales - current year$731.7 2.1 %
See non-GAAP measure disclosures above.

Net sales were $731.7 for the first fiscal quarter of 2025, an increase of $15.1 as compared to the prior year quarter. Organic Net sales improved 3.8%, primarily driven by the following items:

New and expanded distribution drove volume increases in Battery & Lights of approximately 3.8%;

Hurricanes generated approximately $10 of incremental volume in the quarter, or roughly 1.4% in organic growth; and

Volume increases in Auto Care were driven by distribution gains, international market expansion and digital economy growth, partially offset by an earlier shift in holiday orders, resulting in organic growth of 0.5%.

Partially offsetting the increased volumes were planned strategic pricing and promotional investments of 1.9%.

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Gross margin percentage on a reported basis for the first fiscal quarter of 2025 was 36.8%, compared to 37.3% in the prior year. Excluding restructuring costs in the current and prior year of $9.4 and $12.8, respectively, network transition costs of $14.0 in the current year and acquisition and integration costs of $2.9, Adjusted Gross margin was 40.0% compared to 39.5% in the prior year, an increase of 50 basis points.
For the Quarter Ended December 31, 2024
Gross margin - FY'24 Reported37.3 %
Prior year impact of restructuring and integration costs2.2 %
Gross margin - FY'24 Adjusted39.5 %
Project Momentum initiatives2.1 %
Product cost impacts0.3 %
Pricing(1.2)%
Currency impacts, including hyperinflationary markets(0.7)%
Gross margin - FY'25 Adjusted
40.0 %
Current year impact of restructuring and network transition costs(3.2)%
Gross margin - FY'25 Reported36.8 %

Adjusted Gross margin improvement was largely driven by Project Momentum which delivered savings of approximately $16 in the quarter as well as a slight improvement in product cost inputs year-over year. This benefit was partially offset by planned strategic pricing and promotional investments noted above as well as unfavorable currency impacts.

SG&A was $131.3 in the first fiscal quarter of 2025, or 17.9% of Net sales, as compared to $128.1, or 17.9% of Net sales, in the prior year period. Included in SG&A during the first fiscal quarter of 2025 and 2024 were acquisition and integration costs of $1.2 and $0.7, respectively, and included in both the first fiscal quarters of 2025 and 2024 were restructuring and related costs of $10.9 and $9.6, respectively. Excluding these restructuring and related costs and acquisition and integration costs, adjusted SG&A was $119.2, or 16.3% of Net sales in the first fiscal quarter of 2025, as compared to $117.8, or 16.4% of Net sales in the prior year period. The year-over-year dollar increase was primarily driven by increased depreciation expense related to our digital transformation initiatives and increased legal fees. The increase was partially offset by Project Momentum savings of approximately $3 in the quarter as well as lower factoring and environmental expense.
Advertising and sales promotion expense (A&P) was $53.4, or 7.3% of net sales, in the first fiscal quarter of 2025, as compared to $47.0, or 6.6% of Net sales, in the first fiscal quarter of 2024. The year-over-year increase was primarily driven by increased investment behind our brands and business to support the key holiday season.
R&D was $8.0, or 1.1% of Net sales, for the quarter ended December 31, 2024, as compared to $7.8, or 1.1% of Net sales, in the prior year comparative period.
Interest expense was $37.0 for the first fiscal quarter of 2025 compared to $40.7 for the prior year comparative period. The lower interest expense was due to a lower average outstanding debt balance in the current year due to the Company's initiatives to pay down debt.
Loss on extinguishment of debt was $0.1 and $0.5 for the first fiscal quarters of 2025 and 2024, respectively, related to the Company's early repayment of $22.0 and $75.0 outstanding on the term loan, respectively.
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Other items, net was a benefit of $5.0 and an expense of $19.0 for the first fiscal quarters of 2025 and 2024, respectively.
For the Quarters Ended December 31,
20242023
Other items, net
Interest income$(1.2)$(5.6)
Foreign currency exchange (gain)/loss (1)
(3.8)23.7 
Pension cost other than service costs— 1.0 
Acquisition and integration - TSA income— (1.0)
Other— 0.9 
Total Other items, net$(5.0)$19.0 
(1) Foreign currency exchange loss for the quarter ended December 31, 2023 includes the currency impact from the December 2023 Argentina economic reform. During December 2023, a new president was inaugurated in Argentina bringing significant economic reform to the country including devaluing the Argentine Peso by 50% in the month of December. As a result of this reform and devaluation, the Company recorded $21.0 of exchange losses in Other items, net on the Consolidated (Condensed) Statement of Earnings.

The effective tax rate on a year to date basis was 25.9% as compared to 79.8% in the prior year. The prior year rate was driven by the charges from the December 2023 Argentina Reform which did not result in a statutory tax benefit. Excluding the impact of restructuring and related costs, network transition costs, acquisition and integration costs, the Loss on extinguishment in debt and the December 2023 Argentina Economic Reform, the year to date adjusted effective tax rate was 24.8% as compared to 24.0% in the prior year. The higher current year rate is driven by the higher foreign rate differential compared to the prior year.

Segment Results

Operations for Energizer are managed via two product segments: Batteries & Lights and Auto Care. Segment performance is evaluated based on segment operating profit, exclusive of general corporate expenses (including share-based compensation costs), amortization of intangibles, acquisition and integration activities, restructuring and related costs, and other items determined to be corporate in nature. Financial items, such as interest income and expense and the loss on extinguishment of debt, are managed on a global basis at the corporate level. The exclusion of restructuring and related costs, network transition costs and acquisition and integration costs from segment results reflects management’s view on how it evaluates segment performance.

Energizer’s operating model includes a combination of standalone and shared business functions between the product segments, varying by country and region of the world. Shared functions include the sales and marketing functions, as well as human resources, IT and finance shared service costs. Energizer applies a fully allocated cost basis, in which shared business functions are allocated between segments. Such allocations are estimates, and may not represent the costs of such services if performed on a standalone basis.

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Segment Net Sales
Quarter Ended December 31, 2024
$ Change% Chg
Batteries & Lights
Net sales - prior year$617.8 
Organic24.9 4.0 %
Change in hyperinflationary markets(5.4)(0.9)%
Impact of currency(4.9)(0.7)%
Net sales - current year$632.4 2.4 %
Auto Care
Net sales - prior year$98.8 
Organic2.1 2.1 %
Change in Argentina Operations0.1 0.1 %
Impact of currency(1.7)(1.7)%
Net sales - current year$99.3 0.5 %
Total Net Sales
Net sales - prior year$716.6 
Organic27.0 3.8 %
Change in hyperinflationary markets(5.3)(0.7)%
Impact of currency(6.6)(1.0)%
Net sales - current year$731.7 2.1 %

Results for the Quarter Ended December 31, 2024

Battery & Lights reported Net Sales increased 2.4% as compared to the prior year period. Organic net sales improved $24.9, or 4.0%, for the first fiscal quarter. The organic increase was due to increased volumes driven by distribution gains and higher hurricane volumes of approximately $10 in the US (approximately 6%) partially offset by pricing declines driven by planned strategic pricing and promotional investments in the period (approximately 2%).

Auto Care reported Net Sales increase of 0.5% as compared to the prior year period, driven by an organic net sales increase of $2.1, or 2.1%. The increase was due to higher volumes driven by distribution gains, international market expansion and digital economy growth, which was partially offset by the shift in holiday orders to the prior quarter (approximately 4%) partially offset by pricing declines driven by planned strategic pricing and promotional investments in the period (approximately 2%).
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Segment Profit
Quarter Ended December 31, 2024
$ Change% Chg
Batteries & Lights
Segment profit - prior year$132.4 
Organic(6.5)(4.9)%
Change in hyperinflationary markets(3.5)(2.6)%
Impact of currency(3.1)(2.4)%
Segment profit - current year$119.3 (9.9)%
Auto Care
Segment profit - prior year6.9 
Organic14.7 213.0 %
Change in hyperinflationary markets— — %
Impact of currency(1.1)(15.9)%
Segment profit - current year$20.5 197.1 %
Total Segment Profit
Segment profit - prior year139.3 
Organic8.2 5.9 %
Change in hyperinflationary markets(3.5)(2.5)%
Impact of currency(4.2)(3.0)%
Segment profit - current year$139.8 0.4 %

Refer to Note 5, Segments, in the Consolidated (Condensed) Financial Statements for a reconciliation from segment profit to earnings before income taxes.

Results for the Quarter Ended December 31, 2024

Global reported segment profit increased 0.4% as compared to the prior year. Organic profit increase was $8.2, or 5.9%. The organic increase was driven by the organic net sales improvement discussed above, partially offset by increased SG&A and A&P spending compared to the prior year.

Battery & Lights reported segment profit declined by 9.9% as compared to the prior year. Organic segment profit decreased by $6.5, or 4.9%, due to higher SG&A and A&P spending compared to the prior year, partially offset by the organic net sales increase discussed above.

Auto Care reported segment profit increased by 197.1% as compared to the prior year. Organic segment profit increased by $14.7, or 213.0%. The increase was driven by higher organic sales and higher gross margin partially offset by higher SG&A and A&P spending over the prior year.

General Corporate For the Quarters Ended December 31,
20242023
    General corporate and other expenses$27.4 $29.2 
% of Net Sales3.7 %4.1 %

For the quarter ended December 31, 2024, general corporate and other expenses were $27.4, a decrease of $1.8 as compared to the prior year comparative period. The decrease was primarily driven by a decline in factoring fees and lower mark to market expenses on our deferred compensation plans, partially offset by increased legal fees in the current year.

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Liquidity and Capital Resources

Energizer’s primary future cash needs will be centered on operating activities, working capital, strategic investments and debt reductions. We believe that our future cash from operations, together with our access to capital markets, will provide adequate resources to fund our operating and financing needs. Our access to, and the availability of, financing on acceptable terms in the future will be affected by many factors, including: (i) our financial condition and prospects, (ii) for debt, our credit rating, (iii) the liquidity of the overall capital markets and (iv) the current state of the economy. There can be no assurances that we will continue to have access to capital markets on terms acceptable to us. See the “Risk Factors” section of our Annual Report on Form 10-K for the year ended September 30, 2024 filed with the Securities and Exchange Commission on November 19, 2024 for additional information.

Cash is managed centrally with net earnings reinvested locally and working capital requirements met from existing liquid funds. At December 31, 2024, Energizer had $195.9 of cash and cash equivalents, approximately 96% of which was held outside of the U.S. Given our extensive international operations, a significant portion of our cash is denominated in foreign currencies. We manage our worldwide cash requirements by reviewing available funds among the many subsidiaries through which we conduct our business and the cost effectiveness with which those funds can be accessed. The repatriation of cash balances from certain of our subsidiaries could have adverse tax consequences or be subject to regulatory capital requirements; however, those balances are generally available without legal restrictions to fund ordinary business operations.

In December 2020, the Company entered into a Credit Agreement which provided for a 5-year $400.0 revolving credit facility (2020 Revolving Facility) and a $1,200.0 Term Loan due December 2027. In December 2021, the Company amended the Credit Agreement to increase the 2020 Revolving Facility to $500.0.

Borrowings under the Term Loan require quarterly principal payments at a rate of 0.25% of the original principal balance, or $3.0. 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.

During the quarter ended December 31, 2024 the Company pre-paid $22.0 of the Term Loan. The write-off of associated deferred financing fees resulted in a Loss on extinguishment of debt during the quarter of $0.1.

As of December 31, 2024, the Company had no outstanding borrowings under the 2020 Revolving Facility and $7.6 of outstanding letters of credit. Taking into account outstanding letters of credit, $492.4 remained available under the 2020 Revolving Facility as of December 31, 2024. The Company is in compliance with the provisions and covenants associated with its debt agreements, and expects to remain in compliance throughout the next twelve months.

Operating Activities

Cash flow from operating activities was $77.0 in the three months ended December 31, 2024, as compared to $178.1 in the prior year period. This change in cash flows of $101.1 was primarily driven by working capital changes, year-over-year, of approximately $92. The working capital change was primarily a result of the lower year-over-year accounts receivable collections, net of trade spend, of approximately $33, increased year-over-year inventory of approximately $44, and decreased year-over-year accounts payable of approximately $5, due to timing of payments.

Investing Activities

Net cash used by investing activities was $34.7 and $37.1 for the three months ended December 31, 2024 and 2023, respectively, and consisted of the following:

Capital expenditures of $34.6 and $25.5 in the three months ended December 31, 2024 and 2023, respectively; and

Acquisitions, net of cash acquired, was an outflow of $0.1 from the Centralsul Acquisition working capital true up in the quarter ended December 31, 2024 and $11.6 from the purchase of battery manufacturing assets in Belgium in the quarter ended December 31, 2023.

Investing cash outflows of approximately $80 to $90 are anticipated in fiscal 2025 for total capital expenditures. This includes normal maintenance, product development and cost reduction investments, as well as approximately $25 to $35 of investment from Project Momentum initiatives including IT systems.
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Financing Activities

Net cash used by financing activities was $56.1 for the three months ended December 31, 2024 as compared to $110.8 in the prior fiscal year period. For the three months ended December 31, 2024, cash used by financing activities consists of the following:

Payments of debt with maturities greater than 90 days of $25.2, primarily related to term loan principal payments of $25.0;

Net increase in debt with original maturities of 90 days or less of $0.2 primarily related to international borrowings;

Dividends paid on common stock of $23.6 (see below); and

Taxes paid for withheld share-based payments of $7.5.

For the three months ended December 31, 2023, cash used by financing activities consisted of the following:

Payments of debt with maturities greater than 90 days of $78.2, primarily related to term loan principal payments of $78.0;

Net decrease in debt with original maturities of 90 days or less of $5.2 primarily related to international borrowings;

Dividends paid on common stock of $22.7; and

Taxes paid for withheld share-based payments of $4.7.

Dividends

On November 4, 2024, the Board of Directors declared a cash dividend for the first quarter of fiscal 2025 of $0.30 per share of common stock, payable on December 12, 2024. Subsequent to the end of the fiscal quarter, on January 24, 2025, the Board of Directors declared a cash dividend for the second fiscal quarter of 2025 of $0.30 per share of common stock, payable on March 13, 2025, to all shareholders of record as of the close of business on February 20, 2025.

Share Repurchases

In November 2024, the Company's Board of Directors put in place an authorization for the Company to acquire up to 7.5 million shares of its common stock, which replaced the Company's prior authorization. The Company has 7.5 million shares remaining under this authorization.

Future share repurchases, if any, will be determined by the Company based on its evaluation of the market conditions, capital allocation objectives, legal and regulatory requirements and other factors. Share repurchases may be effected through open market purchases or privately negotiated transactions, including repurchase plans that satisfy the conditions of Rule 10b5-1 of the Securities Exchange Act of 1934.

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 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.
Other Matters

Environmental Matters

Accrued environmental costs at December 31, 2024 were $8.5. It is difficult to quantify with certainty the cost of environmental matters, particularly remediation and future capital expenditures for environmental control equipment. Total environmental capital expenditures and operating expenses are not expected to have a material effect on our total capital and operating expenditures, earnings or competitive position. However, 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, including any requirements related to global climate change, or other factors.
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Contractual Obligations

The Company believes it has sufficient liquidity to fund its operations and meet its short-term and long-term obligations. The Company's material future obligations include the contractual and purchase commitments described below.

The Company has a contractual commitment to repay its long-term debt of $3,105.0 based on the defined terms of our debt agreements. Within the next twelve months, the Company is obligated to pay $12.0 of this total debt. Our interest commitments based on the current debt balance and SOFR rate on drawn debt at December 31, 2024 is $510.8, with $133.7 expected within the next twelve months. The Company has entered into an interest rate swap agreement that fixed the variable benchmark component (SOFR) on $600.0 of variable rate debt. Refer to Note 9, Debt, for further details.

The Company has an obligation to pay a mandatory transition tax of $12.8. The next payment of $5.7 is due in the second fiscal quarter of fiscal 2025 with the remainder due in fiscal year 2026.

On September 24, 2024 the Company entered into a share purchase agreement to acquire all the shares of Advanced Power Solutions NV for a purchase price of EUR 26.8, to be adjusted for closing net debt and working capital (APS NV Acquisition). The Company anticipates the acquisition will close during calendar year 2025, subject to regulatory approvals and other customary closing conditions.

Additionally, Energizer has material future purchase commitments for goods and services which are legally binding and that specify all significant terms including price and/or quantity. Total future commitments for these obligations over the next 5 years is $7.8. Of this amount, $6.3 is due within the next twelve months. Refer to Note 15, Legal proceeding/contingencies and other obligations, for additional details.

Energizer is also party to various service and supply contracts that generally extend approximately one to three months. These arrangements are primarily individual, short-term purchase orders for routine goods and services at market prices, which are part of our normal operations and are reflected in historical operating cash flow trends. These contracts can generally be canceled at our option at any time. We do not believe such arrangements will adversely affect our liquidity position.

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 December 31, 2024 are $137.1 and $87.6, respectively. Within the next twelve months, operating and finance lease payments are expected to be $20.0 and $3.9, respectively.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Market Risk Sensitive Instruments and Positions

The market risk inherent in the Company's financial instruments’ positions represents the potential loss arising from adverse changes in currency rates, commodity prices and interest rates. 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.

Derivatives Designated as Cash Flow Hedging Relationships

A significant share of Energizer's product cost is more closely tied to the U.S. dollar than to the local currencies in which the product is sold. As such, a weakening of currencies relative to the U.S. dollar results in margin declines unless mitigated through pricing actions, which are not always available due to the economic or competitive environment. Conversely, strengthening of currencies relative to the U.S. dollar can improve reported results. The primary currencies to which Energizer is exposed include the Euro, the British pound, the Canadian dollar and the Australian dollar. However, the Company also has significant exposures in many other currencies which, in the aggregate, may have a material impact on the Company's operations.

The Company has entered into a series of forward currency contracts to hedge the cash flow uncertainty of forecasted payment of inventory purchases due to short term currency fluctuations. Energizer’s foreign affiliates, which have the largest exposure to U.S. dollar purchases, have the Euro, the British pound, the Canadian dollar and the Australian dollar as their local currencies. These foreign currencies represent a significant portion of Energizer's foreign currency exposure. At December 31, 2024 and
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September 30, 2024, Energizer had an unrealized pre-tax gain of $7.7 and an unrealized loss of $4.6, respectively, on these forward currency contracts accounted for as cash flow hedges, included in Accumulated other comprehensive loss on the Consolidated (Condensed) Balance Sheets. Assuming foreign exchange rates versus the U.S. dollar remain at December 31, 2024 levels over the next twelve months, $7.3 of the pre-tax gain included in Accumulated other comprehensive loss at December 31, 2024 is expected to be recognized in earnings. Contract maturities for these hedges extend into fiscal year 2026.

Derivatives Not Designated as Cash Flow Hedging Relationships

Energizer's foreign subsidiaries enter into internal and external transactions that create nonfunctional currency balance sheet positions at the foreign subsidiary level. These exposures are generally the result of intercompany purchases, intercompany loans and to a lesser extent, external purchases, and are revalued in the foreign subsidiary’s local currency at the end of each period. 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 (Condensed) Statements of Earnings and Comprehensive Income. The primary currency to which Energizer’s foreign subsidiaries are exposed is the U.S. dollar.

The Company enters into foreign currency derivative contracts which are not designated as cash flow hedges for accounting purposes to hedge balance sheet exposures. Any gains or losses on these contracts are expected to be offset by exchange gains or losses on the underlying exposures, thus they are not subject to significant market risk. The change in estimated fair value of the foreign currency contracts for the quarter ended December 31, 2024 and 2023, resulted in a loss of $8.4 and gain of $3.2, respectively. These gains and losses were recorded in Other items, net on the Consolidated (Condensed) Statements of Earnings and Comprehensive Income.

Commodity Price Exposure

The Company uses raw materials that are subject to price volatility. At times, the Company uses hedging instruments to reduce exposure to variability in cash flows associated with future purchases of certain materials and commodities.

The Company has entered into hedging contracts on future zinc purchases to reduce exposure to variability in cash flows associated with price volatility. The contracts are determined to be cash flow hedges and qualify for hedge accounting. The contract maturity for these hedges extend into fiscal 2026. There were 16 open contracts at December 31, 2024, with a total notional value of approximately $24. The Company had unrealized pre-tax gains of $1.4 and $4.0 on these hedges as of December 31, 2024 and September 30, 2024, respectively, and were included in Accumulated other comprehensive loss on the Consolidated (Condensed) Balance Sheet.
 
Interest Rate Exposure

The Company has interest rate risk with respect to interest expense on variable rate debt. At December 31, 2024, Energizer had variable rate debt outstanding of $757.0 under the 2020 Term Loan.

The Company has an interest rate swap that fixes the variable benchmark component (SOFR) at an interest rate of 1.042% on variable rate debt of $600.0. The notional value of the swap will decrease by $100.0 each year on December 22nd, until its termination date on December 22, 2027. The notional value of the swap was $600.0 at December 31, 2024.

At December 31, 2024 and September 30, 2024, Energizer recorded a unrealized pre-tax gain of $44.8 and $39.8 on the 2020 Interest rate swap, respectively. For the quarter ended December 31, 2024, our weighted average interest rate on variable rate debt, inclusive of the interest rate swap, was 3.67%.

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Hyperinflationary Market

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. If a subsidiary is considered to be in a highly inflationary economy, the financial statements of the subsidiary must be remeasured into the Company’s reporting currency (U.S. Dollar or USD) and future exchange gains and losses from the remeasurement of monetary assets and liabilities are reflected in current earnings, rather than exclusively in the equity section of the balance sheet, until such time as the economy is no longer considered highly inflationary.

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 December 31, 2024.

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 December 31, 2024.

It is difficult to determine what continuing impact the use of highly inflationary accounting for Egypt and Argentina 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.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures
 
We maintain a comprehensive set of disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934) designed to ensure that information required to be disclosed in our filings under the Exchange Act is recorded, processed, summarized and reported accurately and within the time periods specified in the SEC's rules and forms, and that such information is accumulated and communicated to Energizer's management, including its Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosures. Based on that evaluation performed, the Chief Executive Officer and Chief Financial Officer concluded that the disclosure controls and procedures were effective as of December 31, 2024, to provide reasonable assurance of the achievement of these objectives. Notwithstanding the foregoing, there can be no assurance that the Company's disclosure controls and procedures will detect or uncover all failures of persons within the Company and its consolidated subsidiaries to report material information otherwise required to be set forth in the Company's reports.

The Chief Executive Officer and Chief Financial Officer have also determined in their evaluation that there was no change in the Company's internal control over financial reporting during the quarter ended December 31, 2024 that has materially affected or is reasonably likely to materially affect the Company's internal control over financial reporting.

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PART II -- OTHER INFORMATION

Item 1. Legal Proceedings

The Company and its affiliates are subject to a number of legal proceedings in various jurisdictions arising out of its operations. Many of these legal matters are in preliminary stages and involve complex issues of law and fact, and may proceed for protracted periods of time. The amount of liability, if any, from these proceedings cannot be determined with certainty. We are a party to legal proceedings and claims that arise during the ordinary course of business. We review our legal proceedings and claims, regulatory reviews and inspections and other legal proceedings on an ongoing basis and follow appropriate accounting guidance when making accrual and disclosure decisions. We establish accruals for those contingencies where the incurrence of a loss is probable and can be reasonably estimated, and we disclose the amount accrued and the amount of a reasonably possible loss in excess of the amount accrued, if such disclosure is necessary for our financial statements to not be misleading. We do not record liabilities when the likelihood that the liability has been incurred is probable, but the amount cannot be reasonably estimated. Based upon present information, the Company believes that its liability, if any, arising from such pending legal proceedings, asserted legal claims and known potential legal claims which are likely to be asserted, is not reasonably likely to be material to the Company's financial position, results of operations, or cash flows, when taking into account established accruals for estimated liabilities. Refer to Note 15, Legal proceedings/contingencies and other obligations, for additional details on the Company's pending legal proceedings.

Item 1A. Risk Factors

Our Annual Report on Form 10-K for the year ended September 30, 2024, which was filed with the Securities and Exchange Commission on November 19, 2024, contains a detailed discussion of risk factors that could materially adversely affect our business, operating results or financial condition. There have been no material changes to the risk factors included in our Annual Report on Form 10-K.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

The following table reports purchases of equity securities during the first quarter of fiscal 2025 by Energizer and any affiliated purchasers pursuant to SEC rules.

Issuer Purchases of Equity Securities
PeriodTotal Number of Shares PurchasedAverage Price Paid Per ShareTotal Number of Shares Purchased as Part of Publicly Announced Plans or ProgramsMaximum Number That May Yet Be Purchased Under the Plans or Programs (1)
October 1 - October 31— — — 5,041,940 
November 1 - November 30— — — 7,500,000 
December 1 - December 31— — — 7,500,000 
Total— — — 7,500,000 
(1) 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 previous authorization.

Item 5. Other Information

During the three months ended December 31, 2024, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

Item 6. Exhibits

See the Exhibit Index hereto.
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EXHIBIT INDEX
The exhibits below are numbered in accordance with the Exhibit Table of Item 601 of Regulation S-K.
Exhibit No.     Description of Exhibit
 Third Amended and Restated Articles of Incorporation of Energizer Holdings, Inc. (incorporated by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K filed January 29, 2018).
 Sixth Amended and Restated Bylaws of Energizer Holdings, Inc. (incorporated by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K filed November 5, 2024).
Form of Change of Control Employment Agreement.
 Certification of periodic financial report by the Chief Executive Officer of Energizer Holdings, Inc. pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as amended pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
 Certification of periodic financial report by the Chief Financial Officer of Energizer Holdings, Inc. pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as amended pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
   
 Certification of periodic financial report pursuant to 18 U.S.C. Section 1350, adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, by the Chief Executive Officer of Energizer Holdings, Inc.
   
 Certification of periodic financial report pursuant to 18 U.S.C. Section 1350, adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, by the Chief Financial Officer of Energizer Holdings, Inc.
   
101.INS* Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH*Inline XBRL Taxonomy Extension Schema Document.
101.CAL*Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF*Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB*Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE*Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).
*       Filed herewith.
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SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
 
 ENERGIZER HOLDINGS, INC.
  
 Registrant
   
 By: /s/ John J. Drabik
  John J. Drabik
  Executive Vice President and Chief Financial Officer
  
  
  
Date:February 4, 2025  
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CHANGE OF CONTROL
EMPLOYMENT AGREEMENT

This Change of Control Employment Agreement (this “Agreement”) is entered into by and between Energizer Holdings, Inc. (the “Company”) and ____________ (the “Executive”).

I.Definitions.
Except as otherwise defined herein, the meaning of each defined term that is used in this Agreement is set forth below.
AAA” shall mean the American Arbitration Association.
Board” shall mean the Board of Directors of the Company.
Business Combination” shall mean a merger, consolidation or sale or other disposition of all or substantially all of the assets of the Company approved by the stockholders of the Company.
Cause” shall mean Executive’s willful breach or failure to perform his or her employment duties. For purposes of this Agreement, no act, or failure to act, on the part of Executive shall be deemed “willful” unless done, or omitted to be done, by Executive not in good faith and without reasonable belief that such action or omission was in the best interest of the Company. Notwithstanding the foregoing, Executive’s employment shall not be treated as having been terminated for Cause unless the Company delivers to Executive, prior to or at Termination of Employment, a certificate of a resolution duly adopted by the affirmative vote of not less than seventy-five percent (75%) of the entire membership of the Board at a meeting of the Board called and held for such purpose (after reasonable notice to Executive and an opportunity for Executive, together with Executive’s counsel, to be heard before the Board), finding that in the good faith opinion of the Board, Executive has engaged in such willful conduct and specifying the details of such willful conduct.
Change of Control” shall be deemed to have occurred if there is a change of control of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A promulgated under Exchange Act, whether or not the Company is then subject to such reporting requirement; provided that, without limitation, such a Change of Control shall be deemed to have occurred if:
(i)any “person” (as such term is used in Sections 13(d) and 14(d)(2) as currently in effect, of the Exchange Act) is or becomes a “beneficial owner” (as determined for purposes of Regulation 13D-G, as currently in effect, of the Exchange Act), directly or indirectly, of securities representing twenty percent (20%) or more of the total voting power of all of the Company’s then outstanding voting securities. For purposes of this Agreement, the term “person” shall not include: (A) the Company Group, (B) a trustee or other fiduciary holding securities under an employee benefit plan of the Company Group, or (C) an underwriter temporarily holding securities pursuant to an offering of said securities;
(ii)during any period of two (2) consecutive calendar years, individuals who at the beginning of such period constitute the Board and any new director(s) whose election by the Board or nomination for election by the Company’s stockholders was approved by a vote of at least two-thirds of



the directors then still in office who either were directors at the beginning of such period or whose election or nomination for election was previously so approved, cease for any reason to constitute a majority of the Board;
(iii)the stockholders of the Company approve a Business Combination, in each case, unless following such Business Combination: (i) all or substantially all of the individuals and entities who were the “beneficial owners” (as determined for purposes of Regulation 13D-G, as currently in effect, of the Exchange Act) of the outstanding voting securities of the Company immediately prior to such Business Combination beneficially own, directly or indirectly, securities representing more than fifty percent (50%) of the total voting power of the then outstanding voting securities of the corporation resulting from such Business Combination or the parent of such corporation (the “Resulting Corporation”); (ii) no “person” (as such term is used in Section 13(d) and 14(d) (2), as currently in effect, of the Exchange Act), other than a trustee or other fiduciary holding securities under an employee benefit plan of the Company or the Resulting Corporation, is the “beneficial owner” (as determined for purposes of Regulation 13D-G, as currently in effect, of the Exchange Act), directly or indirectly, of voting securities representing twenty percent (20%) or more of the total voting power of then outstanding voting securities of the Resulting Corporation; and (iii) at least a majority of the members of the board of directors of the Resulting Corporation were members of the Board at the time of the execution of the initial agreement, or at the time of the action of the Board, providing for such Business Combination;
(iv)the stockholders of the Company approve a plan of complete liquidation or dissolution of the Company and such liquidation or dissolution is commenced;
(v)a Section 409A Change of Control occurs; or
(vi)any other event that a simple majority of the Board, in its sole discretion, shall determine constitutes a Change of Control.
Code” shall mean the Internal Revenue Code of 1986, as amended, and the regulations and other guidance promulgated thereunder.
Committee” shall mean the Human Capital Committee of the Board (or any successor committee thereto).
Company” shall mean Energizer Holdings, Inc., a Missouri corporation, or any surviving entity or successor, and the parent of any such surviving entity or successor, to all of substantially all of its assets and/or business by merger, consolidation, purchase of assets or otherwise.
Company Group” shall mean any corporation, subsidiary, or other business entity that from time to time is, along with the Company, a member of a controlled group of businesses, as defined in Sections 414(b) and 414(c) of the Code, provided that the language “at least 50 percent” shall be used instead of “at least 80 percent” each place it appears in such test. A corporation or other business entity ceases to be a member of the Company Group when a sale or other disposition causes it to fall outside the definition of the term Company Group. When the
2




context so requires, the term “Company Group” refers to an individual member of the Company Group.
Disability” shall mean an illness, injury or similar incapacity which 52 weeks after its commencement, continues to render Executive unable to perform the material and substantial duties of Executive’s position or any substantially similar occupation or substantially similar employment for which Executive is qualified or may reasonably become qualified by training, education or experience. Any question as to the existence of a Disability upon which Executive and the Company cannot agree shall be determined by a qualified independent physician selected by Executive (or, if Executive is unable to make such selection, by any adult member of Executive’s immediate family or Executive’s legal representative), and approved by the Company, such approval not to be unreasonably withheld. The determination of such physician made in writing to both the Company and Executive shall be final and conclusive for all purposes of this Agreement.
Exchange Act” shall mean the Securities Exchange Act of 1934, as amended.
Good Reason” shall mean the occurrence, without Executive’s prior express written consent, of any of the following circumstances:
(i)The assignment to Executive of any duties inconsistent with Executive’s status or responsibilities as in effect immediately prior to a Change of Control, including imposition of travel obligations which differ materially from required business travel immediately prior to the Change of Control;
(ii)(A) A reduction in Executive’s annual base salary as in effect immediately before the Change of Control; or (B) the failure to pay a bonus award to which Executive is entitled under any short-term incentive plan(s) or program(s), any long-term incentive plan(s) or program(s), or any other incentive compensation plan(s) or program(s) of Company in which Executive participated immediately prior to the time of the Change of Control;
(iii)A change in the principal place of Executive’s employment, as in effect immediately prior to the Change of Control to a location more than fifty (50) miles distant from the location of such principal place at such time;
(iv)The failure by the Company to offer Executive participation in incentive compensation or stock, stock-based, or stock option plans on at least a substantially equivalent basis, both in terms of the nature and amount of benefits provided and the level of Executive’s participation, as is then being provided by the Company to similarly situated peer executives of the Company;
(v)(A) Except as required by law, the failure by the Company to offer Executive benefits on at least a substantially equivalent basis, in the aggregate, to those then being provided by the Company to similarly situated peer executives of the Company under the qualified and non-qualified employee benefit and welfare plans of the Company, including, without limitation, any pension, deferred compensation, life insurance, medical, dental, health and accident, disability, retirement or savings plan(s) or program(s) offered by the Company; (B) the taking of any action by the Company that would, directly or indirectly, materially reduce or deprive Executive of any other perquisite or benefit then being offered
3




by the Company to similarly situated peer executives of the Company (including, without limitation, Company-paid and/or reimbursed club memberships, financial counseling fees and the like); or (C) the failure by the Company to treat Executive under the Company’s vacation policy, past practice or special agreement in the same manner and to the same extent as then being provided by the Company to similarly situated peer executives of the Company;
(vi)The failure of the Company to obtain a satisfactory written agreement from any successor prior to consummation of the Change of Control to assume and agree to perform this Agreement, as contemplated in Section VI(a); or
(vii)Any purported Termination of Employment by the Company of Executive that is not effected pursuant to a Notice of Termination satisfying the requirements of Section III(b) or, if applicable, a Termination of Employment for Cause. For purposes of this Agreement, no such purported Termination of Employment shall be effective except as constituting Good Reason.
Executive’s continued employment with the Company Group shall not constitute a consent to, or a waiver of rights with respect to, any circumstances constituting Good Reason hereunder. Any good faith determination of “Good Reason” made by the Executive shall be conclusive for purposes of this Agreement.

Notice of Termination” shall mean written notice that indicates the specific provision(s) of this Agreement relied upon and sets forth in reasonable detail the facts and circumstances claimed to provide a basis for Executive’s Termination of Employment under the provision(s) so indicated.
Protection Period” shall mean a period of __________ (__) years following the Change of Control.
Qualifying Termination” shall mean Termination of Employment without Cause or, if by the Executive, for Good Reason within the Protection Period.
Retirement” shall mean Executive’s voluntary Termination of Employment with the Company, other than for Good Reason, and in accordance with the Company’s retirement policy generally applicable to its employees or in accordance with any prior or contemporaneous retirement agreement or arrangement between Executive and the Company.
Section 409A Change of Control” shall mean a “change in the ownership,” “change in the effective control,” or “change in ownership of a substantial portion of the assets” of the Company, as defined by Section 409A of the Code and Treasury Regulation 1.409A(3)(i)(5).
Severance Bonus Amount” shall mean an amount equal to the greater of (A) Executive’s target bonus opportunity under the short-term incentive plans of the Company as of immediately prior to the Change of Control and (B) the actual bonus amount which would be payable to Executive under the short-term incentive plans of the Company for the fiscal year in which the Qualifying Termination occurs, based on actual performance through the date of the Qualifying Termination for such fiscal year, annualized by projecting such performance over the remainder of such fiscal year.
Termination of Employment” shall mean Executive’s “separation from service” (as defined by Section 409A of the Code) with the Company Group.
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II.Term of Agreement.
(a)General. Upon execution by the Company and the Executive, this Agreement shall become effective immediately. This Agreement shall continue in effect through __________, 20__; provided, however, that commencing on __________, 20__, and every __________ thereafter, the term of this Agreement shall automatically be extended for an additional year unless, not later than ninety (90) calendar days prior to the date on which this Agreement otherwise automatically would be extended, the Company shall have given notice to Executive that it does not wish to extend this Agreement; provided further, however, that if a Change of Control shall have occurred during the initial or any extended term of this Agreement, this Agreement shall continue in effect for the Protection Period.
(b)Disposition of Employer. In the event Executive is employed by another entity within the Company Group, other than the Company, and such entity is sold or otherwise disposed of prior to the date on which a Change of Control occurs, the terms of this Agreement shall expire, unless Executive continues employment with the Company Group after such sale or other disposition. If Executive’s employer is sold or disposed of on or after the date on which a Change of Control occurs, this Agreement shall continue through its original term or any extended term then in effect.
(c)Expiration of Agreement. No termination or expiration of this Agreement shall affect any rights, obligations or liabilities of either party that shall have accrued on or prior to the date of such termination or expiration.
III.Benefits Following Termination of Employment After a Change of Control.
(a)Entitlement to Benefits Upon Termination of Employment. Upon a Termination of Employment following a Change of Control, Executive shall be entitled to benefits provided in this Section III and, as applicable, Section IV.
(b)Notice of Termination. Any purported Termination of Employment by either the Company or Executive shall be communicated on the Termination Notice Date by written Notice of Termination to the other party hereto in accordance with Section VIII. For purposes of this Agreement, “Termination Notice Date” means: (i) thirty (30) days advance notice of Executive’s Termination of Employment due to Disability or for Cause, or (ii) not less than thirty (30) days nor no more than sixty (60) days advance notice of Executive’s Termination of Employment for Good Reason.
If Executive’s Termination of Employment shall be for Cause or by Executive for other than Good Reason, the Company shall pay Executive his or her full base salary through the Termination of Employment at the salary level in effect at the time Notice of Termination is given and shall pay any amounts to be paid to Executive pursuant to any other compensation or stock or stock option plan(s), program(s) or employment agreement(s) then in effect, at the time such payments are due under such plan(s), program(s) or agreement(s), and the Company shall have no further obligations to Executive under this Agreement.
If within thirty (30) calendar days after any Notice of Termination is given, the party receiving such Notice of Termination notifies the other party that a dispute exists concerning the grounds for Termination of Employment, then, amounts will be treated as paid upon Termination of Employment if paid on the date on which the dispute is finally resolved, whether by mutual written agreement of the parties or by a decision rendered pursuant to Section XI; provided that such notice is given in good faith and the party giving such notice pursues the resolution of such dispute with reasonable diligence. In the event such dispute involves nonpayment of benefits under this Agreement, Executive must take further enforcement efforts within the period
5




specified in the Treasury Regulation Section 1.409A-3(g) in order to demonstrate reasonable diligence (generally within 180 days of the latest date on which payment could have been timely made absent such dispute). Notwithstanding the pendency of any such dispute, the Company will continue to pay Executive his or her full compensation including, without limitation, base salary, bonus, incentive pay and equity grants, in effect when the notice of the dispute was given, and continue Executive’s participation in all benefits plans or other perquisites in which Executive was participating, or which Executive was enjoying, when the Notice of Termination giving rise to the dispute was given, until the dispute is finally resolved, provided that any amounts subject to Section 409A of the Code shall not commence to be paid until the sixth month anniversary of Executive’s Termination of Employment. Amounts paid under this Subsection (b) are in addition to and not in lieu of all other amounts due to Executive under this Agreement and shall not be offset against or reduce any other amounts due to Executive under this Agreement.
IV.Compensation Upon a Qualifying Termination of Employment.

Upon Executive’s Qualifying Termination following a Change of Control, Executive shall be entitled to the following benefits:

(a)Standard Benefits. The Company shall pay Executive his or her full accrued and unpaid base salary through Termination of Employment at the rate in effect at the time the Notice of Termination is given, no later than the second business day following Termination of Employment, plus all other amounts to which Executive is entitled under any applicable compensation plan(s) or program(s) of the Company.

(b)Prorated Payout of Short-Term Bonus. Payment in full of Executive’s prorated bonus for the fiscal year in which the Qualifying Termination occurs. The prorated bonus amount shall be calculated as Executive’s target bonus amount for the fiscal year in which the Qualifying Termination occurs, or, if greater, the actual bonus awarded to Executive under any short-term incentive plan(s) of the Company for the fiscal year immediately preceding the fiscal year in which the Qualifying Termination occurs, divided by 365 and multiplied by the number of calendar days in said year immediately up to the day on which the Qualifying Termination occurs. The Company shall pay such payment to Executive in a lump sum, in cash, on the sixth month anniversary of Executive’s Qualifying Termination.

(c)Accelerated Vesting of Equity Awards. All unvested stock options, restricted stock and stock equivalent and/or unit awards, including performance awards, that have been granted or sold to the Executive by the Company and which have not otherwise vested, shall immediately accelerate and vest in full as of the date of such Qualifying Termination and shall be paid or settled according to the terms of the applicable award agreement (including any deferral elections).

(d)Additional Benefits. The Company shall pay to Executive the product of _____ (__) multiplied by the sum of (x) the greater of (i) Executive’s annual base salary in effect immediately prior to the Qualifying Termination and (ii) Executive’s annual base salary in effect as of the date of the Change of Control, (y) Executive’s Severance Bonus Amount, and (z) the cost of the annual Company portion of the premium under such level of coverage as the Executive and the Executive’s family had been participating immediately prior to the Executive’s Termination of Employment under any health and welfare benefit plans maintained by the Company (the total amount, the “Additional Pay”). The Company shall pay the Additional Pay to Executive in a lump sum, in cash, on the six -month anniversary of Executive’s Termination of Employment. Subject to the provisions of Section XIII, the Company shall maintain for Executive all such perquisites and fringe benefits enjoyed by Executive immediately prior to Termination of Employment as are approved in writing by the
6




Company’s Chief Executive Officer or Committee, as applicable, for such period as is specified in such writing.

The payment described in this Subsection (d) shall not be deemed to be regular compensation which is subject to any deferral elections made by the Executive, or Company matching contributions, under any qualified pension plan, nonqualified pension plan, 401(k), excess 401(k) or nonqualified deferred compensation plan then maintained by the Company, except as specifically required under the terms of such plans. Except as specifically set forth in Section IV(e) below or as specifically required under the terms of the applicable plans, such payment shall not be taken into consideration for purposes of computation of benefits under any qualified and/or non-qualified employee pension benefit plans or employee welfare benefit plans then maintained by the Company, and, if applicable, any agreement entered into between the Executive and the Company which is then in effect.

(e)Retirement Plan Benefits. If not already vested, Executive shall be deemed fully vested as of his or her Termination of Employment in any Company nonqualified retirement plan(s) or other written agreement(s) between Executive and the Company relating to pay or other nonqualified retirement income benefits upon Retirement in which Executive was a participant, party or beneficiary immediately prior to the Change of Control, and any additional nonqualified plan(s) or agreement(s) in which such Executive became a participant, party or beneficiary thereafter.

(f)Deemed Change of Control. In the event the Executive incurs a Termination of Employment without Cause at the request of a third party who has taken steps to effect a Section 409A Change of Control, or otherwise was in connection with the Section 409A Change of Control, and in each case, such Termination of Employment occurred within either six months after the execution of a definitive agreement that when consummated would constitute a Section 409A Change of Control or six months prior to a Section 409A Change of Control, the Executive shall be deemed to have had a Qualifying Termination and shall receive the payments and benefits described in Section IV.

(g)Legal Fees and Expenses. The Company shall pay to Executive all legal fees and expenses as and when incurred by Executive in connection with this Agreement, including all such fees and expenses, if any, incurred in contesting or disputing any Termination of Employment or in seeking to obtain or enforce any right or benefit provided by this Agreement, regardless of the outcome, unless, in the case of a legal action brought by or in the name of Executive, a decision is rendered pursuant to Section XI, or in any other proper legal proceeding, that such action was not brought by Executive in good faith. Such reimbursements shall be made no later than the last day of the calendar year following the calendar year in which the expenses were incurred.

(h)No Mitigation. Executive shall not be required to mitigate the amount of any payment provided for in this Section IV by seeking other employment or otherwise, nor shall the amount of any payment or benefit provided for in this Section IV be reduced by any compensation earned by Executive as the result of employment by another employer or by Retirement or other benefits received from whatever source after his or her Termination of Employment or otherwise, except as specifically provided in this Section IV. The Company’s obligation to make payments to Executive under this Agreement and otherwise to perform its obligations hereunder shall not be affected by any set-off, counterclaim, recoupment, defense or other claim, right or action that the Company Group may have against Executive or other parties.

7




(i)Alternatives in the Event of Excise Tax. In the event the Executive may be subject to the Excise Tax (as defined in Appendix A) described in Section 4999 of the Code, the provisions set forth in Appendix A shall apply.
V.Death and Disability Benefits.
In the event of the death or Disability of Executive after a Change of Control, Executive, or in the case of death, Executive’s Beneficiaries, shall receive the benefits to which Executive or his or her Beneficiaries are entitled under this Agreement and any and all retirement plans, pension plans, disability policies and other applicable plans, programs, policies, agreements or arrangements of the Company.

VI.Successors; Binding Agreement.
(a)Obligations of Successors. The Company will require any successor or assignee (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Company is required to perform it. Accordingly, this Agreement shall be binding upon such successor or assignee. Failure of the Company to obtain such assumption and agreement prior to the effectiveness of any such succession shall be a breach of this Agreement and shall entitle Executive to pursue appropriate remedies for such breach.
(b)Enforceable by Beneficiaries. This Agreement shall inure to the benefit of and be enforceable by Executive’s personal or legal representative, executors, administrators, successors, heirs, distributes, devises and legatees (the “Beneficiaries”). In the event of the death of Executive while any amount would still be payable hereunder if such death had not occurred, all such amounts, unless otherwise provided herein, shall be paid in accordance with the terms of this Agreement to Executive’s Beneficiaries.
(c)Employment. Except in the event of a Change of Control and, thereafter, only as specifically set forth in this Agreement, nothing in this Agreement shall be construed to (i) limit in any way the right of the Company Group to terminate Executive’s employment at any time for any reason or for no reason; or (ii) be evidence of any agreement or understanding, expressed or implied, that the Company Group will employ Executive in any particular position, on any particular terms or at any particular rate of remuneration.
VII.Non-Competition; Non-Solicitation; Confidential Information.
In the event Executive receives, and contingent on such receipt of, the payments and benefits provided under Section IV of this Agreement upon Executive’s Qualifying Termination, Executive agrees that the following restrictive covenants shall apply:

(i)During the one (1)-year period following Executive’s Qualifying Termination, Executive agrees that Executive will not, directly or indirectly, own, manage, operate, control, be employed by (whether as an employee, consultant, independent contractor or otherwise, and whether or not for compensation) or render services to any person, firm, corporation or other entity, in whatever form, engaged in any business of the same type as any business in which the Company or any of its affiliates is engaged in immediately prior the Change of Control and in which Executive has been involved to any extent (on other than a de minimus basis) at any time during the two (2)-year period ending with the date of Executive’s Qualifying Termination, in any locale of any country in which the Company or any of its affiliates
8




conducted business immediately prior the Change of Control. This subsection shall not prevent Executive from owning shares of stock outstanding of any publicly held entity engaged in such business.

(ii)During the one (1)-year period following Executive’s Qualifying Termination, Executive agrees that Executive will not, directly or indirectly, individually or on behalf of any other person, firm, corporation or other entity, knowingly solicit, aid or induce any customer of the Company or any affiliate immediately prior the Change of Control to purchase goods or services then sold by the Company or any affiliate from another person, firm, corporation or other entity or assist or aid any other persons or entity in identifying or soliciting any such customer as could reasonably be expected to have the impact of interfering with the business between the Company and any such customer of the Company.

(iii)During the one (1)-year period following Executive’s Qualifying Termination, Executive agrees that Executive will not, directly or indirectly, individually or on behalf of any other person, firm, corporation or other entity, knowingly solicit, aid or induce any employee of the Company or any affiliate to leave such employment in order to accept employment with or render services to or with any other person, firm, corporation or other entity unaffiliated with the Company.

(iv)In the event any of the provisions of this Article VII shall ever be deemed to exceed the time, scope or geographic limitations permitted by applicable laws, then such provisions shall be reformed to the maximum time, scope or geographic limitations, as the case may be, permitted by applicable laws.

(v)Executive has the right under federal and state law to certain protections for cooperating with or reporting legal violations to various governmental entities. No provision in this Agreement (including in this Article VII) prohibits Executive, is intended to prohibit Executive or should be construed or deemed to prohibit Executive from filing a charge with, reporting violations to or cooperating or participating in an investigation with, any governmental entity or disclosing this Agreement to any governmental entity in connection therewith, and Executive may do so without disclosure to the Company. The Company may not retaliate against Executive, cause Executive to forfeit or return any compensation or benefits otherwise payable to Executive or require Executive to pay any liquidated damages for any of these activities, and nothing in this Agreement would require Executive to waive any monetary award or other payment that Executive might become entitled to from any governmental entity. Nothing contained in this Agreement prohibits or prevents Executive from, or places limitations or restrictions on Executive or is intended to prohibit or prevent Executive from, or place limitations or restrictions on Executive: (i) filing a charge with or participating, testifying or assisting in any investigation, hearing, whistleblowing proceeding or other proceeding before any government agency (e.g., Equal Employment Opportunity Commission (“EEOC”), National Labor Relations Board, the Securities Exchange Commission (“SEC”), Department of Justice, Commodity Futures Trading Commission or Consumer Financial Protection Bureau), including communicating directly with the SEC staff about possible securities law violations; making truthful statements or disclosures about alleged unlawful employment practices, retaliation, wage and hour violations or workplace discrimination, harassment, sexual harassment or assault, or any other law that is enforced by the EEOC or similar state agency; or making any disclosure or statement that an employer may not contractually prohibit an employee from making under applicable law, including under Section 7 of the National Labor Relations Act and/or complementary state or local laws.
9




(vi)Notwithstanding any other provision of this Agreement to the contrary: (i) pursuant to 18 U.S.C. §1833(b), Executive will not be held criminally or civilly liable under any federal or state trade secret law for any disclosure of a trade secret that is made (A) in confidence to a federal, state or local government official, either directly or indirectly, or to an attorney and solely for the purpose of reporting or investigating a suspected violation of law or (B) in a complaint or other document that is filed under seal in a lawsuit or other proceeding; and (ii) if Executive files a lawsuit for retaliation by the Company for reporting a suspected violation of law, Executive may disclose the Company’s trade secrets to Executive's attorney and use the trade secret information in the court proceeding if Executive (x) files any document containing the trade secret under seal and (y) does not disclose the trade secret, except pursuant to court order.

In no event shall an asserted violation of this Section VII constitute a basis for deferring or withholding any amounts otherwise payable to Executive under this Agreement.

VIII.Notice.

All notices and communications including, without limitation, any Notice of Termination hereunder, shall be in writing and shall be given by hand delivery to the other party, by registered or certified mail, return receipt requested, postage prepaid, or by overnight delivery service, addressed as follows:

If to Executive:
__________
__________
__________

If to the Company:

Energizer Holdings, Inc.
8235 Forsyth Boulevard
Suite 100
St. Louis, Missouri 63105
Attn: General Counsel

or to such other address as either party shall have furnished to the other in writing in accordance herewith. Notice and communications shall be deemed given and effective when actually received by the addressee.
IX. Miscellaneous.
No provision of this Agreement may be modified, waived or discharged unless such waiver, modification or discharge is agreed to in writing and signed by Executive and the Company’s Chief Executive Officer or other authorized officer designated by the Board or an appropriate committee of the Board. No waiver by either party hereto at any time of any breach by the other party hereto of, or compliance with, any conditions or provision of this Agreement to be
10




performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time. No agreements or representations, oral or otherwise, express or implied, with respect to the subject matter hereof have been made by either party which are not expressly set forth in this Agreement. The validity, interpretation, construction and performance of this Agreement shall be governed by the laws of the State of Missouri. All references to sections of the Code or the Exchange Act shall be deemed also to refer to any successor provisions of such sections. Any payments provided for hereunder shall be paid net of any applicable withholding required under federal, state or local law. The obligations of the Company under Sections IV and V shall survive the expiration of the term of this Agreement.
X.Validity.
The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, which shall remain in full force and effect.
XI.Arbitration.
Any dispute that may arise directly or indirectly in connection with this Agreement, Executive’s employment or Executive’s Termination of Employment, whether arising in contract, statute, tort, fraud, misrepresentation, discrimination or other legal theory, shall be resolved by arbitration in St. Louis, Missouri under the applicable rules and procedures of the AAA. The only legal claims between Executive and the Company Group that would not be included in this agreement to arbitration are claims by Executive for workers’ compensation or unemployment compensation benefits, claims for benefits under a Company Group benefit plan if the plan does not provide for arbitration of such disputes, and claims by Executive that seek judicial relief in the form of specific performance of the right to be paid until Termination of Employment during the pendency of any applicable dispute or controversy. If this Article XI is in effect, any claim with respect to this Agreement, Executive’s employment or Executive’s Termination of Employment must be established by a preponderance of the evidence submitted to an impartial arbitrator. A single arbitrator engaged in the practice of law shall conduct any arbitration under the applicable rules and procedures of the AAA. The arbitrator shall have the authority to order a pre-hearing exchange of information by the parties including, without limitation, production of requested documents, and examination by deposition of parties and their authorized agents. If this Article XI is in effect, the decision of the arbitrator: (i) shall be final and binding, (ii) shall be rendered within ninety (90) days after the empanelment of the arbitrator, and (iii) shall be kept confidential by the parties to such arbitration. The arbitration award may be enforced in any court of competent jurisdiction. The Federal Arbitration Act, 9 U.S.C. §§ 1 et seq., not state law, shall govern the arbitrability of all claims.
XII.Entire Agreement.
This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof. The parties to this Agreement agree that this Agreement shall supersede any and all prior Change of Control Employment Agreements between the Executive and the Company or its predecessors or successors in interest, including any such agreements entered
11




into with Edgewell Personal Care Company, formerly known as Energizer Holdings, Inc., or its affiliates.
XIII.Specified Employee Six Month Deferral.
Notwithstanding anything to the contrary in this Agreement, if Executive qualifies as a “specified employee” as defined in Section 409A of the Code, a payment of nonqualified deferred compensation paid on account of a Termination of Employment may not be made until at least six months after such Termination of Employment. Any such payment otherwise due in such six-month period shall be suspended and become payable at the end of such six-month period.
XIV.Compliance with Section 409A of the Code.
No provision of this Agreement shall be operative to the extent that it will result in the imposition of the additional tax described in Section 409A(a)(1)(B)(II) of the Code because of failure to satisfy the requirements of Section 409A of the Code and the regulations and guidance issued thereunder.

THIS CONTRACT CONTAINS A BINDING ARBITRATION PROVISION WHICH MAY BE ENFORCED BY THE PARTIES.
12




IN WITNESS WHEREOF, the Company and Executive have executed this Agreement effective as of __________, 20__.

EXECUTIVE

                        


ENERGIZER HOLDINGS, INC.


By:                        
Mark S. LaVigne
Chief Executive Officer



APPENDIX A
Alternatives in the Event of Excise Tax

In the event any payment(s) or the value of any benefit(s) received or to be received by Executive in connection with Executive’s Qualifying Termination following a Change of Control (whether received or to be received pursuant to the terms of this Agreement or of any other plan, arrangement or agreement of the Company, its successors, any person whose actions result in a Change of Control, or any person affiliated with any of them (or which, as a result of the completion of the transaction(s) causing a Change of Control, will become affiliated with any of them) (collectively, the “Payments”)), are determined, under the provisions of this Appendix A, to be subject to an excise tax imposed by Section 4999 of the Code (any such excise tax, together with any interest and penalties, are hereinafter collectively referred to as the “Excise Tax”), as determined in this Appendix A, then the Company shall reduce the aggregate amount of the Payments payable to the Executive such that no Excise Tax shall be payable by the Executive and the Payments shall not cease to be deductible by the Company by reason of Section 280G of the Code (or any successor provision thereto). Notwithstanding the foregoing, the Company shall not reduce the aggregate amount of the Payments payable to the Executive pursuant to the foregoing sentence if the After-Tax Amount (as defined below) of the unreduced Payments is greater than the After-Tax Amount that would have been paid had the Payments been reduced pursuant to the foregoing sentence. For purposes of this Agreement “After-Tax Amount” means the portion of a specified amount that would remain after payment of all Excise Taxes (if any), income taxes, payroll and withholding taxes, and other applicable taxes paid or payable by Executive in respect of such specified amount.

If there is a determination that the Payments payable to Executive must be reduced pursuant to the immediately preceding paragraph, the Company shall promptly give Executive notice to that effect and a copy of the detailed calculation thereof and of the amount to be reduced. Executive may then elect which and how much of the Payments shall be eliminated or reduced as long as (i) the first such Payments to be reduced are not considered “deferred compensation” within the meaning of Section 409A of the Code (if any), (ii) if Payments described in (i) are exhausted and additional reductions are necessary, any cash Payments described in this Agreement are reduced next, and (iii) after such election the aggregate present value of the Payments equals the largest amount that would (A) not cause any Excise Tax to be payable by Executive; and (B) not cause any Payments to become nondeductible by the Company by reason of Section 280G of the Code (or any successor provision thereto). Executive shall advise the Company in writing of Executive’s election within ten (10) days of Executive’s receipt of such notice from the Company. Notwithstanding the foregoing, if no election is made by Executive within the ten-day period, the Company may elect which and how much of the Payments shall be eliminated or reduced as long the Company makes such election in accordance with the requirements and determinations under this Appendix A. For purposes of this Appendix A, present value shall be determined in accordance with Section 280G(d)(4) of the Code.

All determinations required to be made under this Appendix A, including whether the aggregate amount of Payments shall be reduced, and the assumptions to be utilized in arriving at such determinations, unless otherwise set forth in this Agreement, shall be made by a nationally recognized certified public accounting firm selected by the Company and reasonably acceptable to Executive (the “Accounting Firm”). The Company shall cause the Accounting Firm to provide detailed supporting calculations to the Company and Executive within fifteen (15) business days after notice is given by Executive to the Company that any or all of the Payments have occurred, or such earlier time as is requested by the Company. Within two (2) business days after such notice is given to the Company, the Company shall instruct the Accounting Firm to timely provide the data required by this Appendix A to Executive. All fees and expenses of the Accounting Firm shall be paid in full by the Company. If the Accounting Firm determines
2




that there is substantial authority (within the meaning of Section 6662 of the Code) that no Excise Tax is payable by Executive, the Accounting Firm shall furnish Executive with a written opinion that failure to disclose or report the Excise Tax on Executive’s federal income tax return will not constitute a substantial understatement of tax or be reasonably likely to result in the imposition of a negligence or any other penalty. Any determination by the Accounting Firm shall be binding upon the Company and Executive in the absence of material mathematical or legal error.

3



Exhibit 31.1
 
Certification of Chief Executive Officer
 
I, Mark S. LaVigne, certify that:
 
1.I have reviewed this quarterly report on Form 10-Q of Energizer Holdings, Inc.;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a.designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b.designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c.evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d.disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

a.all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b.any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.


Date: February 4, 2025

/s/ Mark S. LaVigne
Mark S. LaVigne
President and Chief Executive Officer


Exhibit 31.2
 
Certification of Executive Vice President and Chief Financial Officer
 
I, John J. Drabik, certify that:
 
1.I have reviewed this quarterly report on Form 10-Q of Energizer Holdings, Inc.;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a.designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b.designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c.evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d.disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

a.all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b.any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting

 
Date: February 4, 2025

/s/ John J. Drabik
John J. Drabik
Executive Vice President and Chief Financial Officer


Exhibit 32.1
 
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
 
In connection with the Quarterly Report of Energizer Holdings, Inc. (the “Company”) on Form 10-Q for the period ended December 31, 2024 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Mark S. LaVigne, President and Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that, to my best knowledge:
 
(1)The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.


Dated: February 4, 2025

/s/ Mark S. LaVigne
Mark S. LaVigne
President and Chief Executive Officer
 


Exhibit 32.2
 
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
 
In connection with the Quarterly Report of Energizer Holdings, Inc. (the “Company”) on Form 10-Q for the period ended December 31, 2024 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, John J. Drabik, Executive Vice President and Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that, to my best knowledge:
 
(1)The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
    
 
Dated: February 4, 2025
 
/s/ John J. Drabik
John J. Drabik
Executive Vice President and Chief Financial Officer

v3.25.0.1
Cover Page Cover Page - shares
3 Months Ended
Dec. 31, 2024
Jan. 31, 2025
Entity Information [Line Items]    
Document Type 10-Q  
Document Quarterly Report true  
Document Period End Date Dec. 31, 2024  
Document Transition Report false  
Entity File Number 001-36837  
Entity Registrant Name ENERGIZER HOLDINGS, INC.  
Entity Incorporation, State or Country Code MO  
Entity Tax Identification Number 36-4802442  
Entity Address, Address Line One 8235 Forsyth Boulevard, Suite 100  
Entity Address, City or Town St. Louis,  
Entity Address, State or Province MO  
City Area Code (314)  
Local Phone Number 985-2000  
Entity Address, Postal Zip Code 63105  
Title of 12(b) Security Common Stock, par value $.01 per share  
Security Exchange Name NYSE  
Entity Current Reporting Status Yes  
Entity Interactive Data Current Yes  
Entity Central Index Key 0001632790  
Current Fiscal Year End Date --09-30  
Entity Filer Category Large Accelerated Filer  
Entity Small Business false  
Entity Emerging Growth Company false  
Entity Shell Company false  
Trading Symbol ENR  
Document Fiscal Year Focus 2025  
Document Fiscal Period Focus Q1  
Amendment Flag false  
Common stock outstanding, shares   72,191,936
v3.25.0.1
CONSOLIDATED STATEMENTS OF EARNINGS AND COMPREHENSIVE INCOME (Condensed) - USD ($)
shares in Millions, $ in Millions
3 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Income Statement [Abstract]    
Net sales $ 731.7 $ 716.6
Cost of products sold 462.1 449.6
Gross profit 269.6 267.0
Selling, general and administrative expense 131.3 128.1
Advertising and sales promotion expense 53.4 47.0
Research and development expense 8.0 7.8
Amortization of intangible assets 14.7 14.5
Interest expense 37.0 40.7
Loss on extinguishment of debt 0.1 0.5
Other items, net (5.0) 19.0
(Loss)/Earnings before income taxes 30.1 9.4
Income tax (benefit)/provision 7.8 7.5
Net earnings $ 22.3 $ 1.9
Earnings Per Share    
Basic net (loss)/earnings per common share- continuing operations (in dollars per share) $ 0.31 $ 0.03
Diluted net (loss)/earnings per common share- continuing operations (in dollars per share) $ 0.30 $ 0.03
Weighted average number of shares outstanding, basic (in shares) 72.0 71.7
Weighted average number of shares outstanding, diluted (in shares) 73.2 72.6
Statement of Comprehensive Income    
Net (loss)/earnings $ 22.3 $ 1.9
Other comprehensive (loss)/income, net of tax (benefit)/expense    
Foreign currency translation adjustments (7.7) (1.1)
Pension activity, net of tax 2.6 (0.9)
Deferred gain/(loss) on hedging activity, net of tax 10.8 (19.6)
Total comprehensive (loss)/income $ 28.0 $ (19.7)
v3.25.0.1
CONSOLIDATED BALANCE SHEETS (Condensed) - USD ($)
$ in Millions
Dec. 31, 2024
Sep. 30, 2024
Current assets    
Cash and cash equivalents $ 195.9 $ 216.9
Trade receivables, less allowance for doubtful accounts of $6.5 and $5.7, respectively 349.7 441.3
Inventories 666.7 657.3
Other current assets 193.8 163.4
Total current assets 1,406.1 1,478.9
Property, plant and equipment, net 384.7 380.1
Operating lease assets 90.2 94.7
Goodwill 1,031.6 1,046.0
Other intangible assets, net 1,054.0 1,070.9
Deferred tax assets 138.7 145.8
Other assets 124.9 126.0
Total assets 4,230.2 4,342.4
Current liabilities    
Current maturities of long-term debt 12.0 12.0
Current portion of capital leases 1.0 0.6
Notes payable 1.7 2.1
Accounts payable 436.0 433.1
Current operating lease liabilities 17.6 18.2
Other current liabilities 315.0 353.8
Total current liabilities 783.3 819.8
Long-term debt 3,117.3 3,193.0
Operating lease liabilities 78.5 82.4
Deferred tax liabilities 9.7 8.3
Other liabilities 100.8 103.1
Total liabilities 4,089.6 4,206.6
Shareholders' equity    
Common stock 0.8 0.8
Additional paid-in capital 629.2 667.6
Retained losses (108.1) (128.4)
Treasury stock (206.4) (223.6)
Accumulated other comprehensive loss (174.9) (180.6)
Total shareholders' equity 140.6 135.8
Total liabilities and shareholders' equity $ 4,230.2 $ 4,342.4
v3.25.0.1
CONSOLIDATED BALANCE SHEETS (Condensed) Parenthetical - USD ($)
$ in Millions
Dec. 31, 2024
Sep. 30, 2024
Statement of Financial Position [Abstract]    
Allowance for doubtful accounts $ 6.5 $ 5.7
v3.25.0.1
CONSOLIDATED STATEMENTS OF CASH FLOWS (Condensed) - USD ($)
$ in Millions
3 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Cash Flow from Operating Activities    
Net earnings $ 22.3 $ 1.9
Adjustments to reconcile net earnings to net cash flow from operating activities:    
Non-cash integration and restructuring charges 1.8 2.4
Depreciation and amortization 31.8 30.0
Deferred income taxes 3.9 1.1
Share-based compensation expense 6.2 6.3
Loss on extinguishment of debt 0.1 0.5
Non-cash items included in income, net 2.6 6.3
Exchange (gain)/loss included in income (3.8) 23.7
Other, net 0.4 2.3
Changes in current assets and liabilities used in operations 11.7 103.6
Net cash from operating activities from continuing operations 77.0 178.1
Cash Flow from Investing Activities    
Capital expenditures (34.6) (25.5)
Acquisitions, net of cash acquired (0.1) (11.6)
Net cash used by investing activities (34.7) (37.1)
Cash Flow from Financing Activities    
Payments on debt with maturities greater than 90 days (25.2) (78.2)
Net increase/(decrease) in debt with original maturities of 90 days or less 0.2 (5.2)
Dividends paid on common stock (23.6) (22.7)
Taxes paid for withheld share-based payments (7.5) (4.7)
Net cash used by financing activities (56.1) (110.8)
Effect of exchange rate changes on cash (7.2) (11.8)
Net (decrease)/increase in cash, cash equivalents, and restricted cash (21.0) 18.4
Cash, cash equivalents, and restricted cash, beginning of period 216.9 223.3
Cash, cash equivalents, and restricted cash, end of period $ 195.9 $ 241.7
v3.25.0.1
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY/(DEFICIT) - USD ($)
shares in Thousands, $ in Millions
Total
Common Stock
Additional Paid-in Capital
Retained (Losses)/Earnings
Accumulated Other Comprehensive (Loss)/Income
Treasury Stock
Beginning balance (in shares) at Sep. 30, 2023   71,500        
Beginning balance at Sep. 30, 2023 $ 210.7 $ 0.8 $ 750.5 $ (164.8) $ (137.7) $ (238.1)
Increase (Decrease) in Stockholders' Equity [Roll Forward]            
Net earnings 1.9     1.9    
Share-based payments 6.4   6.4      
Activity under stock plans (in shares)   277        
Activity under stock plans (4.7)   (16.3) (1.4)   13.0
Dividends to common shareholders (22.1)   (22.1)      
Other comprehensive income (21.6)       (21.6)  
Ending balance (in shares) at Dec. 31, 2023   71,777        
Ending balance at Dec. 31, 2023 170.6 $ 0.8 718.5 (164.3) (159.3) (225.1)
Increase (Decrease) in Stockholders' Equity [Roll Forward]            
Adjustments to Additional Paid in Capital, Dividends in Excess of Retained Earnings 22.1   22.1      
Beginning balance (in shares) at Sep. 30, 2024   71,810        
Beginning balance at Sep. 30, 2024 135.8 $ 0.8 667.6 (128.4) (180.6) (223.6)
Increase (Decrease) in Stockholders' Equity [Roll Forward]            
Net earnings 22.3     22.3    
Share-based payments 6.3   6.3      
Activity under stock plans (in shares)   371        
Activity under stock plans (7.5)   (22.7) (2.0)   17.2
Dividends to common shareholders (22.0)   (22.0)      
Other comprehensive income 5.7       5.7  
Ending balance (in shares) at Dec. 31, 2024   72,181        
Ending balance at Dec. 31, 2024 140.6 $ 0.8 629.2 $ (108.1) $ (174.9) $ (206.4)
Increase (Decrease) in Stockholders' Equity [Roll Forward]            
Adjustments to Additional Paid in Capital, Dividends in Excess of Retained Earnings $ 22.0   $ 22.0      
v3.25.0.1
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY/(DEFICIT) (Parenthetical) - $ / shares
3 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Statement of Stockholders' Equity [Abstract]    
Dividends per share (in dollars per share) $ 0.30 $ 0.30
v3.25.0.1
CONSOLIDATED STATEMENTS OF EARNINGS AND COMPREHENSIVE INCOME (Condensed) - Parenthetical - USD ($)
$ in Millions
3 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Statement of Financial Position [Abstract]    
Other Comprehensive (Income) Loss, Defined Benefit Plan, after Reclassification Adjustment, Tax $ (0.2) $ 0.2
Deferred (loss)/gain on hedging activity, tax $ 3.9 $ (6.5)
v3.25.0.1
Description of Business and Basis of Presentation
3 Months Ended
Dec. 31, 2024
Accounting Policies [Abstract]  
Description of Business and Basis of Presentation Description of Business and Basis of Presentation
Description of Business - Energizer Holdings, Inc. and its subsidiaries (Energizer or the Company) is a global manufacturer, marketer and distributor of primary batteries, portable lights, and auto care appearance, performance, refrigerants and fragrance products.

Batteries and lights are sold under the Energizer®, Eveready®, Rayovac® and Varta® brand names. Energizer offers batteries using lithium, alkaline, carbon zinc, nickel metal hydride, zinc air and silver oxide constructions.

Automotive appearance, performance, refrigerants and fragrance products are sold under the Armor All®, Nu Finish®, Refresh Your Car!®, LEXOL®, Eagle One®, NEVR-DULL®, California Scents®, Driven®, Bahama & Co®, Carnu® , Grand Prix®, Kit®, Tempo® and Centralsul® brands.

Basis of Presentation - The accompanying Consolidated (Condensed) Financial Statements include the accounts of Energizer and its subsidiaries. All significant intercompany transactions are eliminated. Energizer has no material equity method investments, variable interests or non-controlling interests.

The accompanying Consolidated (Condensed) Financial Statements have been prepared in accordance with Article 10 of Regulation S-X and do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. The year-ended September 30, 2024 Consolidated (Condensed) Balance Sheet was derived from the audited financial statements included in Energizer's Report on Form 10-K, but does not include all disclosures required by U.S. GAAP. In the opinion of management, all adjustments, consisting of normal recurring adjustments, considered necessary for a fair statement of our operations, financial position and cash flows have been included. Certain reclassifications have been made to the prior year financial statements to conform to the current presentation. Operating results for any quarter are not necessarily indicative of the results for any other quarter or for the full year. These statements should be read in conjunction with the financial statements and notes thereto for Energizer for the year ended September 30, 2024 included in the Annual Report on Form 10-K dated November 19, 2024.

Recently Adopted Accounting Pronouncements - In November 2023, the FASB issued ASU No. 2023-07, Segment Reporting: Improvements to Reportable Segment Disclosures. This guidance requires disclosure of incremental segment information on an annual and interim basis. This amendment is effective for our fiscal year ending September 30, 2025 and our interim periods within the fiscal year ending September 30, 2026. The disclosures required from this new pronouncement will be included within our fiscal 2025 annual Form 10-K.

Recently Issued Accounting Pronouncements - In December 2023, the FASB issued ASU No. 2023-09, Income Taxes: Improvements to Income Tax Disclosures. This guidance requires consistent categories and greater disaggregation of information in the rate reconciliation and disclosures of income taxes paid by jurisdiction. This amendment is effective for our fiscal year ending September 30, 2026. We are currently assessing the impact of this guidance on our disclosures.

In November 2024, the FASB issued ASU 2024-03, Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. ASU 2024-03 requires disclosure of certain costs and expenses on an interim and annual basis in the notes to the financial statements. The guidance is effective for our fiscal years beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. We are currently assessing the impact of this guidance on our disclosures.
v3.25.0.1
Revenue Recognition
3 Months Ended
Dec. 31, 2024
Revenue from Contract with Customer [Abstract]  
Revenue Recognition Revenue Recognition
The Company, through its operating subsidiaries, is one of the world’s largest manufacturers, marketers and distributors of household batteries, specialty batteries and lighting products, and is a leading designer and marketer of automotive fragrance, appearance, performance and air conditioning recharge products. The Company distributes its products to consumers through numerous retail locations worldwide, including mass merchandisers and warehouse clubs, food, drug and convenience stores, electronics specialty stores and department stores, hardware and automotive centers, e-commerce and military stores. The Company sells to its customers through a combination of a direct sales force and exclusive and non-exclusive third-party distributors and wholesalers.

The Company’s revenue is primarily generated from the sale of finished product to customers. Sales predominantly contain a single delivery element, or performance obligation, and revenue is recognized at a single point in time when title, ownership
and risk of loss pass to the customer. This typically occurs when finished goods are delivered to the customer or when finished goods are picked up by the carrier at origin or the customer, depending on contract terms.

The Company aggregates revenue by market, which is determined based on the predominant customer type or sales strategy utilized in the market. North America sales are generally through large retailers with nationally or regionally recognized brands.

Our International sales are comprised of modern trade, developing and distributor market groups. Modern trade, which is most prevalent in Western Europe and more developed economies throughout the world, generally refers to sales through large retailers with nationally or regionally recognized brands. Developing markets generally include sales by wholesalers or small retailers who may not have a national or regional presence. Distributors are utilized in other markets where the Company does not have a direct sales force.

Global Professional sales are "business to business" sales and includes sales to original equipment manufacturers as well as industrial, medical, office and hearing aid distributors. These sales are evaluated outside of the geographic markets in which they originate. The quarter ended December 31, 2023 was recast to breakout Global Professional Market sales from the previously reported geographic market.

Supplemental product and market information is presented below for revenues from external customers for the quarters ended December 31, 2024 and 2023:
 For the Quarters Ended December 31,
Net Sales by products20242023
Batteries$606.9 $591.4 
Auto Care99.3 98.8 
Lights25.5 26.4 
Total Net Sales$731.7 $716.6 

 For the Quarters Ended December 31,
 20242023
Net Sales by markets 
North America Market$391.2 $372.5 
Modern Markets146.0 143.5 
Developing Markets87.5 93.4 
Distributors Markets42.4 35.2 
Global Professional Markets64.6 72.0 
 Total Net Sales$731.7 $716.6 
v3.25.0.1
Acquisition
3 Months Ended
Dec. 31, 2023
Asset Acquisition [Abstract]  
Acquisitions Acquisitions
Centralsul Acquisition - On May 8, 2024, the Company acquired all the outstanding shares of Centralsul Ltda. (Centralsul), an auto appearance and fragrance manufacturer and distributor based in Southern Brazil (Centralsul Acquisition), which is expected to increase the Company's Auto Care presence in the region. The share purchase agreement (SPA) included a contractual purchase price of approximately $15, which was adjusted by Centralsul's outstanding debt, an indemnity holdback and working capital adjustments resulting in an initial cash payment of $10.6. The Company finalized the working capital adjustment in the first fiscal quarter of 2025 and paid an additional $0.1. The indemnity holdback is approximately $2 and will be used to satisfy any indemnification claims or paid out over a contractual timeline through 2027. The SPA includes a potential earnout payment of up to approximately $5 if certain financial metrics are achieved during calendar year 2025. If achieved, the earnout will be paid in the second fiscal quarter of 2026.

The preliminary purchase price of the acquisition including the estimated earnout is $16.5. The Company has allocated the preliminary purchase price to the assets acquired and liabilities assumed, and has preliminarily recognized goodwill of $14.6, which is attributable to the workforce of the acquired business and the established distribution footprint of the Centralsul business in the region. This goodwill has been allocated to the Auto Care segment and is not deductible for tax purposes.
Belgium Acquisition - On October 27, 2023, the Company acquired certain battery manufacturing assets in Belgium from Advanced Power Solutions Belgium NV (APS Belgium) for a contractual purchase price of EUR3.5 (Belgium Acquisition). The Company also acquired certain raw materials from APS Belgium, procured by APS Belgium on the Company's behalf to facilitate the transition, for a total acquisition purchase price of $11.6 (including value added taxes). The Company assumed a building lease as part of the acquisition and acquired these assets to provide a battery manufacturing location in Europe. The Company has recorded $0.7 of goodwill in the Battery & Lights segment, which is attributable to the workforce acquired. The goodwill is deductible for tax purposes.

APS NV Acquisition - On September 24, 2024 the Company entered into a share purchase agreement to acquire all the shares of Advanced Power Solutions NV for a purchase price of EUR26.8, to be adjusted for closing net debt and working capital (APS NV Acquisition). The Company anticipates the acquisition will close during calendar year 2025, subject to regulatory approvals and other customary closing conditions.

The Company recorded $1.2 of legal fees and other costs associated with these acquisitions during the three months ended December 31, 2024. The Company recorded $2.6 of acquisition and integration costs associated with the Belgium Acquisition during the three months ended December 31, 2023. The costs included $2.9 of operating costs recorded in Costs of good sold as the Company was awaiting the receipt of the raw materials procured on the Company's behalf by APS Belgium. These costs were offset by $1.0 of income recorded in Other items, net from producing inventory for APS Belgium under a transaction services agreement (TSA) entered into at the closing of the transaction. No further income is expected from this TSA. The Company also recorded $0.7 of legal and diligence fees associated with the closing of this acquisition recorded in Selling, general and administrative expenses.
v3.25.0.1
Restructuring
3 Months Ended
Dec. 31, 2024
Restructuring and Related Activities [Abstract]  
Restructuring Restructuring
Project Momentum Restructuring - 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 throughout the Company. In July 2023, the Company's Board of Directors approved an expansion to the Project Momentum profit recovery program and delegated authority to the Company's management to determine the final actions with respect to the plan. The expansion of this program included 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.

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. It is estimated that the Company will incur total pre-tax exit-related cash operating costs associated with the program of approximately $180 to $185, non-cash costs of approximately $30, and capital expenditures of $80 to $90 by the end of fiscal 2025.
The pre-tax expense for charges related to the restructuring for the quarters ended December 31, 2024 and 2023 are noted in the table below, and were reflected in the Consolidated (Condensed) Statement of Earnings and Comprehensive Income:

For the Quarters Ended December 31,
20242023
Project Momentum Restructuring Program
Costs of products sold
Severance and related benefit costs$0.1 $0.5 
Accelerated depreciation & asset write-offs0.8 1.3 
Other restructuring related costs(1)
8.5 11.0 
Selling, general and administrate expense
Severance and related benefit costs1.3 1.8 
Accelerated depreciation & asset write-offs0.9 0.5 
Other restructuring related costs(2)
2.6 3.4 
Momentum Restructuring Cost Total$14.2 $18.5 
     IT enablement(3)
6.1 3.9 
Total restructuring and related costs$20.3 $22.4 
(1) Includes charges primarily related to consulting, relocation, decommissioning, and other facility exit costs.
(2) Primarily includes consulting, real estate rationalization costs, and legal fees for the restructuring program.
(3) Relates to operating expenses for new IT systems, primarily the organizational design and change management costs, which are enabling the Company to complete restructuring initiatives. Costs are included in SG&A in the Consolidated (Condensed) Statement of Earnings and Comprehensive Income.

Although the Company's restructuring costs are recorded outside of segment profit, if allocated to our reportable segments, the pre-tax restructuring and related costs for the quarter ended December 31, 2024 would be incurred within the Battery & Lights segment in the amounts of $18.7 and the Auto Care segment in the amount of $1.6. For the quarter ended December 31, 2023, the pre-tax restructuring and related costs would have been incurred within the Battery & Lights segment in the amount of $20.8 and the Auto Care segment in the amount of $1.6.
The following table summarizes the restructuring and related costs reserve activity related to the Project Momentum restructuring program for the quarters ended December 31, 2023 and 2024:
Utilized
September 30, 2023Charge to IncomeCashNon-CashDecember 31, 2023
Severance & termination related costs$15.4 $2.3 $3.9 $— $13.8 
Accelerated depreciation & asset write-offs— 1.8 — 1.8 — 
Other restructuring related costs3.3 14.4 15.4 0.1 2.2 
IT enablement0.9 3.93.8 0.1 0.9 
    Total restructuring and related costs$19.6 $22.4 $23.1 $2.0 $16.9 
Utilized
September 30, 2024 (1)
Charge to IncomeCashNon-Cash
December 31, 2024 (1)
Severance & termination related costs$7.2 $1.4 $2.8 $— $5.8 
Accelerated depreciation & asset write-offs— 1.7 — 1.7 — 
Other restructuring related costs12.4 11.1 16.3 — 7.2 
IT enablement2.1 6.16.1 0.1 2.0 
    Total restructuring and related costs$21.7 $20.3 $25.2 $1.8 $15.0 
(1) The restructuring and related costs reserve is recorded on the Consolidated (Condensed) Balance Sheet in Other current liabilities and Other long term liabilities. Refer to Note 14, Supplemental Financial Statement Information for additional details.
v3.25.0.1
Segments
3 Months Ended
Dec. 31, 2024
Segment Reporting [Abstract]  
Segments Segments
Operations for Energizer are managed via two product segments: Batteries & Lights and Auto Care. Segment performance is evaluated based on segment operating profit, exclusive of general corporate expenses (including share-based compensation costs), amortization of intangibles, acquisition and integration activities, restructuring and related costs, network transition costs and other items determined to be corporate in nature. Financial items, such as interest income and expense and the loss 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.

Energizer’s operating model includes a combination of standalone and shared business functions between the product segments, varying by country and region of the world. Shared functions include the sales and marketing functions, as well as human resources, IT and finance shared service costs. Energizer applies a fully allocated cost basis, in which shared business functions are allocated between segments. Such allocations are estimates, and may not represent the costs of such services if performed on a standalone basis.

Segment sales and profitability for the quarters ended December 31, 2024 and 2023 are presented below:
 For the Quarters Ended December 31,
20242023
Net Sales 
Batteries & Lights$632.4 $617.8 
Auto Care99.3 98.8 
Total Net Sales$731.7 $716.6 
Segment Profit 
Batteries & Lights$119.3 $132.4 
Auto Care20.5 6.9 
Total segment profit$139.8 $139.3 
    General corporate and other expenses (1) (27.4)(29.2)
    Amortization of intangible assets(14.7)(14.5)
Project Momentum restructuring and related costs (2)(20.3)(22.4)
Network transition costs (3)(14.0)— 
    Acquisition and integration costs (4)(1.2)(2.6)
Interest expense(37.0)(40.7)
Loss on extinguishment of debt (0.1)(0.5)
December 2023 Argentina Economic Reform (5)— (21.0)
Other items - Adjusted (6)5.0 1.0 
Total earnings before income taxes$30.1 $9.4 
Depreciation and amortization
Batteries & Lights$14.3 $13.0 
Auto Care2.8 2.5 
Total segment depreciation and amortization$17.1 $15.5 
Amortization of intangible assets14.7 14.5 
         Total depreciation and amortization$31.8 $30.0 

(1) Included in SG&A in the Consolidated (Condensed) Statement of Earnings and Comprehensive Income.

(2) Project Momentum restructuring and related costs were included in the following lines in the Consolidated (Condensed) Statement of Earnings and Comprehensive Income:
For the Quarters Ended December 31,
Restructuring and related costs20242023
Cost of products sold$9.4 $12.8 
SG&A - Restructuring costs4.8 5.7 
SG&A - IT Enablement6.1 3.9 
Total Restructuring and related costs$20.3 $22.4 

(3) 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. These costs were recorded in Cost of products sold on the Consolidated (Condensed) Statement of Earnings and Comprehensive Income.

(4) Acquisition and integration costs were included in the following lines in the Consolidated (Condensed) Statement of Earnings and Comprehensive Income:
For the Quarters Ended December 31,
Acquisition and related costs20242023
Cost of products sold$— $2.9 
SG&A 1.2 0.7 
Other items, net— (1.0)
Total Acquisition and integration costs$1.2 $2.6 

(5) During December 2023, a new president was inaugurated in Argentina bringing significant economic reform to the country including devaluing the Argentine Peso by 50% in the month of December (December 2023 Argentina Reform). In addition, new regulations were implemented reducing restrictions around foreign currency purchases. As a result of this reform and devaluation, the Company recorded $21.0 of exchange losses in Other items, net on the Consolidated (Condensed) Statement of Earnings.

(6) Below is the reconciliation of Other items, net as reflected on the Consolidated (Condensed) Statement of Earnings to the adjusted amount included in the table above:
For the Quarters Ended December 31,
20242023
Other items, net$(5.0)$19.0 
Acquisition and integration (4 above)— (1.0)
December 2023 Argentina Economic Reform (5 above)— 21.0 
Other items, net - adjusted$(5.0)$(1.0)

Corporate assets shown in the following table include cash, all financial instruments, pension assets, amounts indemnified by others per the purchase agreements and tax asset balances that are managed outside of operating segments.

Total AssetsDecember 31, 2024September 30, 2024
Batteries & Lights$1,291.0 $1,421.1 
Auto Care400.0 352.7 
Total segment assets$1,691.0 $1,773.8 
Corporate453.6 451.7 
Goodwill and other intangible assets2,085.6 2,116.9 
Total assets$4,230.2 $4,342.4 
v3.25.0.1
Earnings per share
3 Months Ended
Dec. 31, 2024
Earnings Per Share [Abstract]  
Earnings per share Earnings per share
Basic earnings per share is based on the average number of common shares outstanding during the period. Diluted earnings per share is based on the average number of shares used for the basic earnings per share calculation, adjusted for the dilutive effect of restricted stock unit (RSU) awards, performance share awards and deferred compensation equity plans.

The following table sets forth the computation of basic and diluted earnings per share for the quarters ended December 31, 2024 and 2023:
(in millions, except per share data)For the Quarters Ended December 31,
Basic net earnings per share20242023
Net earnings$22.3 $1.9 
Weighted average common shares outstanding - Basic72.0 71.7 
Basic net earnings per common share$0.31 $0.03 
Diluted net earnings per share
Weighted average common shares outstanding - Basic72.0 71.7 
Dilutive effect of RSU awards0.5 0.4 
Dilutive effect of performance shares0.7 0.5 
Weighted average common shares outstanding - Diluted73.2 72.6 
Diluted net earnings per common share$0.30 $0.03 

For the quarter ended December 31, 2024 there were no antidilutive RSU shares and for the quarter ended December 31, 2023 there were 0.5 million antidilutive RSU shares not included in the diluted net earnings per share calculation.
Performance based RSU shares of 0.9 million and 1.3 million were excluded for the quarters ended December 31, 2024 and 2023, respectively as the performance targets for those awards have not been achieved as of the end of the applicable periods.
v3.25.0.1
Income Taxes
3 Months Ended
Dec. 31, 2024
Income Tax Disclosure [Abstract]  
Income Taxes Income Taxes    The effective tax rate for the three months ended December 31, 2024 was 25.9% as compared to 79.8% for the prior year comparative period. The current year rate is lower than the prior year as the exchange rate loss of $21.0 from the December 2023 Argentina Reform was not deductible for tax purposes and did not result in a statutory tax benefit in the prior year.
v3.25.0.1
Goodwill and intangible assets
3 Months Ended
Dec. 31, 2024
Goodwill and Intangible Assets Disclosure [Abstract]  
Goodwill and intangible assets Goodwill and intangible assets
Goodwill and intangible assets deemed to have an indefinite life are not amortized, but are evaluated annually for impairment as part of our annual business planning cycle in the fourth fiscal quarter, or when indicators of a potential impairment are present.

The following table sets forth goodwill by segment as of October 1, 2024 and December 31, 2024:

Batteries & LightsAuto CareTotal
Balance at October 1, 2024$897.9 $148.1 $1,046.0 
Centralsul Acquisition— 0.1 0.1 
Cumulative translation adjustment(12.9)(1.6)(14.5)
Balance at December 31, 2024$885.0 $146.6 $1,031.6 

Energizer had indefinite-lived intangible assets of $639.9 at December 31, 2024 and $641.6 at September 30, 2024. The difference between the periods is driven by currency adjustments.
Total intangible assets at December 31, 2024 are as follows:
Gross Carrying AmountAccumulated AmortizationNet Carrying Amount
Trademarks and trade names$154.5 $(39.7)$114.8 
Customer relationships394.4 (173.0)221.4 
Patents34.1 (21.2)12.9 
Proprietary technology172.5 (121.9)50.6 
Proprietary formulas29.2 (14.8)14.4 
    Total Amortizable intangible assets784.7 (370.6)414.1 
Trademarks and trade names - indefinite lived639.9 — 639.9 
     Total Other intangible assets, net$1,424.6 $(370.6)$1,054.0 

Total intangible assets at September 30, 2024 were as follows:
Gross Carrying AmountAccumulated AmortizationNet Carrying Amount
Trademarks and trade names$155.0 $(37.8)$117.2 
Customer relationships395.0 (166.8)228.2 
Patents34.5 (21.0)13.5 
Proprietary technology172.5 (117.5)55.0 
Proprietary formulas29.2 (13.8)15.4 
    Total Amortizable intangible assets786.2 (356.9)429.3 
Trademarks and trade names - indefinite lived641.6 — 641.6 
    Total Other intangible assets, net$1,427.8 $(356.9)$1,070.9 
v3.25.0.1
Debt
3 Months Ended
Dec. 31, 2024
Debt Disclosure [Abstract]  
Debt Debt
The detail of long-term debt was as follows:
December 31, 2024September 30, 2024
Senior Secured Term Loan Facility due 2027$757.0 $782.0 
6.500% Senior Notes due 2027300.0 300.0 
4.750% Senior Notes due 2028583.7 583.7 
4.375% Senior Notes due 2029791.3 791.3 
3.50% Senior Notes due 2029 (Euro Notes of €650.0)(1)
673.0 723.8 
Finance lease obligations47.6 49.2 
Total long-term debt, including current maturities$3,152.6 $3,230.0 
Less current portion(13.0)(12.6)
Less unamortized debt premium and debt issuance fees(22.3)(24.4)
Total long-term debt$3,117.3 $3,193.0 
(1) Changes in the USD balance of the Euro denominated 3.50% Senior Notes due in 2029 is due to movements in the currency rate year-over-year.

Credit Agreement - During the first quarter of fiscal 2025, the Company pre-paid $22.0 of the Senior Secured Term Loan due in 2027. During the first quarter of fiscal 2024, the Company pre-paid $75.0 of the Senior Secured Term Loan due in 2027.
Borrowings under the Term Loan require quarterly principal payments at a rate of 0.25% of the original principal balance, or $3.0. Borrowings under the Revolving Facility bear interest at a rate per annum equal to, at the option of the Company, Secured Overnight Finance Rate (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. The Credit Agreement also contains customary affirmative and restrictive covenants.

The Company has an interest rate swap that fixes the variable benchmark component (SOFR) at an interest rate of 1.042% on variable rate debt of $600.0. The notional value of the swap will decrease by $100.0 each year on December 22nd, until its termination date on December 22, 2027. Refer to Note 12, Financial Instruments and Risk Management, for additional information on the Company's interest rate swap transactions.

As of December 31, 2024 and 2023, the Company had no outstanding borrowings under the Revolving Facility and $7.6 of outstanding letters of credit. Taking into account outstanding letters of credit, $492.4 remained available under the Revolving Facility as of December 31, 2024. At both December 31, 2024 and September 30, 2024, the Company's weighted average interest rate on short-term borrowings was 7.7% and 7.3%, respectively.

The prepayment of the Term Loan during the first quarters of fiscal 2025 and 2024 resulted in a net Loss on extinguishment of debt for the quarters ended December 31, 2024 and 2023 of $0.1 and $0.5, respectively, recorded on the Consolidated (Condensed) Statement of Earnings and Comprehensive Income.

Notes payable - The Company had $1.7 in Notes payable at December 31, 2024 and $2.1 at September 30, 2024. The balances are comprised of other borrowings, including those from foreign affiliates. At December 31, 2024 and September 30, 2024, the Company had no outstanding borrowings on the Revolving Facility.

Debt Covenants - The agreements governing the Company's debt contain certain customary representations and warranties, affirmative, negative and financial covenants and provisions relating to events of default. If the Company fails to comply with these covenants or with other requirements of these debt agreements, the lenders may have the right to accelerate the maturity of the debt. Acceleration under one of these debt agreements would trigger cross defaults to other borrowings. As of December 31, 2024, the Company was in compliance with the provisions and covenants associated with its debt agreements.

The counterparties to long-term committed borrowings consist of a number of major financial institutions. The Company consistently monitors positions with, and credit ratings of, counterparties both internally and by using outside ratings agencies.

Debt Maturities - Aggregate maturities of long-term debt as of December 31, 2024 are as follows:
Long-term debt
One year$12.0 
Two year12.0 
Three year1,033.0 
Four year583.7 
Five year1,464.3 
Total long-term debt payments due$3,105.0 
v3.25.0.1
Supply Chain Financing
3 Months Ended
Dec. 31, 2024
Payables and Accruals [Abstract]  
Supply Chain Financing Supply Chain Financing
The Company has a voluntary Supplier Financing Program (the program) in collaboration with certain financial institutions that offers participating suppliers access to a third-party service which allows them to view scheduled payments online and enables them the ability to request payment of their invoices from the financial institutions earlier than the negotiated terms with the Company. The Company is not a party to the negotiations or agreements reached between participating suppliers and third-party financial institutions. The Company's obligations, including the amounts due and payment terms, remain unaffected by our suppliers’ decision to participate in the program. The Company does not provide any form of guarantee or assume any liability in connection with the agreements between our suppliers and the third-party financial institutions involved in the program.

As of December 31, 2024 and September 30, 2024, the Company had $54.1 and $52.5, respectively, of outstanding supplier obligations confirmed as valid under the program which are included within Accounts payable on the Consolidated (Condensed) Balance Sheets.
v3.25.0.1
Pension Plans
3 Months Ended
Dec. 31, 2024
Retirement Benefits [Abstract]  
Pension Plans Pension Plans
The Company has several defined benefit pension plans covering many of its employees in the U.S. and certain employees in other countries. The plans provide retirement benefits based on various factors including years of service and in certain circumstances, earnings. Most plans are now frozen to new entrants and for additional service.
The Company’s net periodic pension cost for these plans are as follows:
For the Quarters Ended December 31,
U.S.International
2024202320242023
Service cost$— $— $0.1 $0.1 
Interest cost3.1 3.6 0.8 0.8 
Expected return on plan assets(4.0)(3.3)(0.9)(0.8)
Amortization of unrecognized net losses0.5 0.5 0.5 0.2 
Net periodic (benefit) / cost$(0.4)$0.8 $0.5 $0.3 

The service cost component of the net periodic cost above is recorded in Selling, general and administrative expense on the Consolidated (Condensed) Statement of Earnings and Comprehensive Income, while the remaining components are recorded to Other items, net.
The Company also sponsors or participates in a number of other non-U.S. pension arrangements, including various retirement and termination benefit plans, some of which are required by local law or coordinated with government-sponsored plans, which are not significant in the aggregate and, therefore, are not included in the information presented above.
v3.25.0.1
Financial Instruments and Risk Management
3 Months Ended
Dec. 31, 2024
Derivative Instruments and Hedging Activities Disclosure [Abstract]  
Financial Instruments and Risk Management Financial Instruments and Risk Management
The market risk inherent in the Company's operations creates potential earnings volatility arising from changes in currency rates, interest rates and commodity prices. The Company's policy allows derivatives to be used only for identifiable exposures and, therefore, the Company does not enter into hedges for trading or speculative purposes where the sole objective is to generate profits.

Concentration of Credit Risk—The counterparties to derivative contracts consist of a number of major financial institutions and are generally institutions with which the Company maintains lines of credit. The Company does not enter into derivative contracts through brokers nor does it trade derivative contracts on any other exchange or over-the-counter markets. Risk of currency positions and mark-to-market valuation of positions are strictly monitored at all times.

The Company continually monitors positions with, and credit ratings of, counterparties both internally and by using outside rating agencies. While nonperformance by these counterparties exposes Energizer to potential credit losses, such losses are not anticipated.

In the ordinary course of business, the Company may enter into contractual arrangements (derivatives) to reduce its exposure to commodity price and foreign currency risks. The section below outlines the types of derivatives that existed at December 31, 2024 and September 30, 2024, as well as the Company's objectives and strategies for holding these derivative instruments.

Commodity Price Risk—The Company uses raw materials that are subject to price volatility. At times, the Company uses hedging instruments to reduce exposure to variability in cash flows associated with future purchases of certain materials and commodities.

Foreign Currency Risk—A significant portion of Energizer’s product cost is more closely tied to the U.S. dollar than to the local currencies in which the product is sold. As such, a weakening of currencies relative to the U.S. dollar results in margin declines unless mitigated through pricing actions, which are not always available due to the economic or competitive environment. Conversely, a strengthening in currencies relative to the U.S. dollar can improve margins. The primary currencies to which Energizer is exposed include the Euro, the British pound, the Canadian dollar and the Australian dollar. However, the Company also has significant exposures in many other currencies which, in the aggregate, may have a material impact on the Company's operations.

Additionally, Energizer’s foreign subsidiaries enter into internal and external transactions that create nonfunctional currency balance sheet positions at the foreign subsidiary level. These exposures are generally the result of intercompany purchases, intercompany loans and, to a lesser extent, external purchases, and are revalued in the foreign subsidiary’s local currency at the end of each period. Changes in the value of the non-functional currency balance sheet positions in relation to the foreign subsidiary’s local currency results in a transaction gain or loss recorded in Other items, net on the Consolidated (Condensed) Statements of Earnings and Comprehensive Income. The primary currency to which Energizer’s foreign subsidiaries are exposed is the U.S. dollar

Interest Rate Risk—The Company has interest rate risk with respect to interest expense on variable rate debt. At December 31, 2024, the Company had variable rate debt outstanding of $757.0 under the Term Loan.

The Company has an interest rate swap that fixes the variable benchmark component (SOFR) at an interest rate of 1.042% on variable rate debt of $600.0. The notional value of the swap will decrease by $100.0 each year on December 22nd, until its termination date on December 22, 2027. The notional value of the swap was $600.0 at December 31, 2024.

Derivatives Designated as Cash Flow Hedging Relationships—The Company has entered into a series of forward currency contracts to hedge the cash flow uncertainty of the forecasted payment of inventory purchases due to short term currency fluctuations. Energizer’s foreign affiliates, which have the largest exposure to U.S. dollar purchases, have the Euro, the British pound, the Canadian dollar and the Australian dollar as their local currencies. These foreign currencies represent a significant portion of Energizer's foreign currency exposure. At December 31, 2024 and September 30, 2024, Energizer had an unrealized pre-tax gain of $7.7 and an unrealized pre-tax loss of $4.6, respectively, on these forward currency contracts accounted for as cash flow hedges included in Accumulated other comprehensive loss on the Consolidated (Condensed) Balance Sheets. Assuming foreign exchange rates versus the U.S. dollar remain at December 31, 2024 levels, over the next 12 months, $7.3 of the pre-tax gain included in Accumulated other comprehensive loss is expected to be recognized in earnings. Contract
maturities for these hedges extend into fiscal year 2026. There were 64 open foreign currency contracts at December 31, 2024, with a total notional value of approximately $187.

The Company has entered into hedging contracts on future zinc purchases to reduce exposure to variability in cash flows associated with price volatility. The contracts are determined to be cash flow hedges and qualify for hedge accounting. The contract maturities for these hedges extend into fiscal 2026. There were 16 open contracts at December 31, 2024, with a total notional value of approximately $24. The Company had an unrealized pre-tax gain of $1.4 and $4.0 on these hedges at December 31, 2024 and September 30, 2024, respectively, and was included in Accumulated other comprehensive loss on the Consolidated (Condensed) Balance Sheet.

At December 31, 2024 and September 30, 2024, Energizer recorded an unrealized pre-tax gain of $44.8 and $39.8, respectively, on the Interest rate swap agreement, both of which were included in Accumulated other comprehensive loss on the Consolidated (Condensed) Balance Sheet.

Derivatives not Designated in Hedging Relationships—Energizer enters into foreign currency derivative contracts, which are not designated as cash flow hedges for accounting purposes, to hedge existing balance sheet exposures. Any gains or losses on these contracts are expected to be offset by corresponding exchange losses or gains on the underlying exposures, and as such are not subject to significant market risk. There were five open foreign currency derivative contracts which are not designated as cash flow hedges at December 31, 2024, with a total notional value of approximately $109.

The following table provides the Company's estimated fair values as of December 31, 2024 and September 30, 2024, and the amounts of gains and losses on derivative instruments classified as cash flow hedges for the three months ended December 31, 2024 and 2023, respectively:

At December 31, 2024
For the Quarter Ended December 31, 2024
Derivatives designated as Cash Flow Hedging RelationshipsEstimated Fair Value Asset (1)Gain / (Loss) Recognized in OCI (2)Gain/(Loss) Reclassified From OCI into Income (3) (4)
Foreign currency contracts$7.7 $12.4 $0.1 
Interest rate swap44.8 11.7 6.7 
Zinc contracts1.4 (3.7)(1.1)
Total$53.9 $20.4 $5.7 
At September 30, 2024
For the Quarter Ended December 31, 2023
Derivatives designated as Cash Flow Hedging RelationshipsEstimated Fair Value (Liability) / Asset (1)Loss Recognized in OCI (2)Gain/(Loss) Reclassified From OCI into Income (3) (4)
Foreign currency contracts$(4.6)$(6.1)$0.9 
Interest rate swap39.8 (12.6)8.0 
Zinc contracts4.0 (1.8)(3.2)
Total$39.2 $(20.5)$5.7 
(1) All derivative assets are presented in Other current assets or Other assets. All derivative liabilities are presented in Other current liabilities or Other liabilities.
(2) OCI is defined as other comprehensive income.
(3) Gain/(Loss) reclassified to Income was recorded as follows: Foreign currency contracts in Cost of products sold, interest rate contracts in Interest expense, and commodity contracts in Cost of products sold.
(4) Each of these hedging relationships has derivative instruments with a high correlation to the underlying exposure being hedged and has been deemed highly effective in offsetting the underlying risk.
The following table provides estimated fair values as of December 31, 2024 and September 30, 2024 and the gains and losses on derivative instruments not classified as cash flow hedges for the three months ended December 31, 2024 and 2023, respectively:
At December 31, 2024
For the Quarter Ended December 31, 2024
Estimated Fair Value Liability (1)Loss Recognized in Income (2)
Foreign currency contracts$(3.1)$(8.4)
 At September 30, 2024
For the Quarter Ended December 31, 2023
Estimated Fair Value Asset (1)Gain Recognized in Income (2)
Foreign currency contracts$2.9 $3.2 
(1) All derivative assets and liabilities are presented in Other current assets or Other assets and Other current liabilities or Other liabilities, respectively.
(2) Gain / (Loss) recognized in Income was recorded as foreign currency in Other items, net.


Energizer has the following recognized financial assets resulting from those transactions that meet the scope of the disclosure requirements as necessitated by applicable accounting guidance for balance sheet offsetting.
Offsetting of derivative assets
At December 31, 2024At September 30, 2024
DescriptionBalance Sheet locationGross amounts of recognized assetsGross amounts offset in the Balance SheetNet amounts of assets presented in the Balance SheetGross amounts of recognized assetsGross amounts offset in the Balance SheetNet amounts of assets presented in the Balance Sheet
Foreign Currency ContractsOther Current Assets, Other Assets$7.7 $— $7.7 $3.0 $(0.1)$2.9 
Offsetting of derivative liabilities
At December 31, 2024At September 30, 2024
DescriptionBalance Sheet locationGross amounts of recognized liabilitiesGross amounts offset in the Balance SheetNet amounts of liabilities presented in the Balance SheetGross amounts of recognized liabilitiesGross amounts offset in the Balance SheetNet amounts of liabilities presented in the Balance Sheet
Foreign Currency ContractsOther Current Liabilities, Other Liabilities$(3.1)$— $(3.1)$(4.7)$0.1 $(4.6)

Fair Value Hierarchy—Accounting guidance on fair value measurements for certain financial assets and liabilities requires that assets and liabilities carried at fair value be classified in one of the following three categories:

Level 1: Quoted market prices in active markets for identical assets or liabilities.

Level 2: Observable market-based inputs or unobservable inputs that are corroborated by market data.

Level 3: Unobservable inputs reflecting the reporting entity’s own assumptions or external inputs from inactive markets.

Under the fair value accounting guidance hierarchy, an entity is required to maximize the use of quoted market prices and minimize the use of unobservable inputs. The following table sets forth the Company's financial assets and liabilities, which are
carried at fair value, as of December 31, 2024 and September 30, 2024 that are measured on a recurring basis during the period, segregated by level within the fair value hierarchy:
 Level 2
(Liabilities)/Assets at estimated fair value:December 31,
2024
September 30,
2024
Deferred compensation$(20.9)$(21.7)
Derivatives - Foreign Currency contracts7.7 (4.6)
Derivatives - Foreign Currency contracts (non-hedge)(3.1)2.9 
Derivatives - Interest Rate Swap44.8 39.8 
Derivatives - Zinc contracts1.4 4.0 
Net Assets at estimated fair value$29.9 $20.4 

Energizer had no Level 1 or Level 3 financial assets or liabilities, other than pension plan assets, at December 31, 2024 and September 30, 2024. The Company does measure certain assets and liabilities, such as Goodwill and Other intangibles, at fair value on a non-recurring basis using Level 3 inputs. There were no Level 3 fair value measurement gains or losses recognized during the quarters ended December 31, 2024 or 2023.

Due to the nature of cash and cash equivalents, carrying amounts on the balance sheets approximate estimated fair value. The estimated fair value of cash was determined based on Level 1 inputs and cash equivalents and restricted cash are determined based on Level 2 inputs.

At December 31, 2024, the estimated fair value of the Company's unfunded deferred compensation liability is determined based upon the quoted market prices of investment options that are offered under the plan. The estimated fair value of foreign currency contracts, interest rate swap and zinc contracts, as described above, is the amount that the Company would receive or pay to terminate the contracts, considering first, quoted market prices of comparable agreements, or in the absence of quoted market prices, such factors as interest rates, currency exchange rates and remaining maturities.

At December 31, 2024, the fair market value of fixed rate long-term debt was $2,246.0 compared to its carrying value of $2,348.0, and at September 30, 2024, the fair market value of fixed rate long-term debt was $2,305.5 compared to its carrying value of $2,398.8. The estimated fair value of the long-term debt is estimated using yields obtained from independent pricing sources for similar types of borrowing arrangements. The estimated fair value of fixed rate long-term debt has been determined based on Level 2 inputs.
v3.25.0.1
Accumulated Other Comprehensive (Loss)/Income
3 Months Ended
Dec. 31, 2024
Equity [Abstract]  
Accumulated Other Comprehensive (Loss)/Income Accumulated Other Comprehensive (Loss)/Income
The following table presents the changes in accumulated other comprehensive (loss)/income (AOCI), net of tax by component:
Foreign Currency Translation AdjustmentsPension ActivityZinc ContractsForeign Currency ContractsInterest Rate ContractsTotal
Balance at September 30, 2024
$(96.8)$(113.5)$3.1 $(3.7)$30.3 $(180.6)
OCI before reclassifications(7.7)1.8 (1.2)9.1 8.9 10.9 
Reclassifications to earnings— 0.8 (0.8)(0.1)(5.1)(5.2)
Balance at December 31, 2024$(104.5)$(110.9)$1.1 $5.3 $34.1 $(174.9)
The following table presents the reclassifications out of AOCI to earnings:
For the Quarters Ended December 31,
20242023
Details of AOCI ComponentsAmount Reclassified
from AOCI (1)
Affected Line Item in the Combined Statements of Earnings
Gains and losses on cash flow hedges
Foreign currency contracts$(0.1)$(0.9)Cost of products sold
Interest rate contracts(6.7)(8.0)Interest expense
Zinc contracts(1.1)3.2 Cost of products sold
(7.9)(5.7)Earnings before income taxes
1.9 1.4 Income tax expense
$(6.0)$(4.3)Net earnings
Amortization of defined benefit pension items
Actuarial loss1.0 0.7 (2)
(0.2)(0.1)Income tax benefit
$0.8 $0.6 Net earnings
Total reclassifications to earnings$(5.2)$(3.7)Net earnings
(1) Amounts in parentheses indicate credits to Consolidated (Condensed) Statement of Earnings and Comprehensive Income.
(2) This AOCI component is included in the computation of net periodic pension benefit/(cost) (see Note 11, Pension Plans, for further details).
v3.25.0.1
Supplemental Financial Statement Information
3 Months Ended
Dec. 31, 2024
Financial Statement Related Disclosures [Abstract]  
Suplemental Financial Statement Information Supplemental Financial Statement Information
The components of certain income statement accounts are as follows:
For the Quarters Ended December 31,
20242023
Other items, net
       Interest income$(1.2)$(5.6)
Foreign currency exchange (gain)/loss (1)(3.8)23.7 
Pension cost other than service costs— 1.0 
Transition services agreement income— (1.0)
       Other— 0.9 
Total Other items, net$(5.0)$19.0 
(1) Foreign currency exchange loss in the quarter ended December 31, 2023, includes the currency impact from the December 2023 Argentina economic reform. During December 2023, a new president was inaugurated in Argentina bringing significant economic reform to the country including devaluing the Argentine Peso by 50% in the month of December. As a result of this reform and devaluation, the Company recorded $21.0 of exchange losses in Other items, net on the Consolidated (Condensed) Statement of Earnings.
The components of certain balance sheet accounts are as follows:
December 31, 2024September 30, 2024
Inventories  
Raw materials and supplies$145.7 $127.6 
Work in process218.0 248.4 
Finished products303.0 281.3 
Total inventories$666.7 $657.3 
Other Current Assets  
Miscellaneous receivables$24.7 $22.8 
Prepaid expenses100.8 80.6 
Value added tax collectible from customers36.3 30.5 
Other32.0 29.5 
Total other current assets$193.8 $163.4 
Property, Plant and Equipment  
Land$12.5 $12.8 
Buildings141.2 139.2 
Machinery and equipment797.5 813.8 
Construction in progress80.0 68.8 
Finance Leases54.1 55.6 
Total gross property1,085.3 1,090.2 
Accumulated depreciation(700.6)(710.1)
Total property, plant and equipment, net$384.7 $380.1 
Other Current Liabilities  
Accrued advertising, sales promotion and allowances$33.6 $19.9 
Accrued trade allowances58.9 53.3 
Accrued freight and warehousing37.5 42.6 
Accrued salaries, vacations and incentive compensation33.6 69.5 
Accrued interest expense11.0 20.4 
Restructuring and related cost reserve14.8 21.5 
Income taxes payable24.5 22.5 
Other101.1 104.1 
Total other current liabilities$315.0 $353.8 
Other Liabilities  
Pensions and other retirement benefits$45.4 $47.5 
Deferred compensation17.5 17.2 
Mandatory transition tax7.1 7.1 
Restructuring and related cost reserve0.2 0.2 
Other non-current liabilities30.6 31.1 
Total other liabilities$100.8 $103.1 
v3.25.0.1
Legal proceedings/contingencies and other obligations
3 Months Ended
Dec. 31, 2024
Commitments and Contingencies Disclosure [Abstract]  
Legal proceedings/contingencies and other obligations Legal proceedings/contingencies and other obligations
Legal proceedings/contingencies - 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. 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). 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 Company believes that it has substantial defenses against the claims and intends to vigorously defend against them.

In addition to the matter above, the Company and its affiliates are subject to a number of legal proceedings in various jurisdictions arising out of its operations. Many of these legal matters are in preliminary stages and involve complex issues of law and fact, and may proceed for protracted periods of time. The amount of liability, if any, from these proceedings cannot be determined with certainty. The Company and its affiliates are a party to legal proceedings and claims that arise during the ordinary course of business. The Company reviews its legal proceedings and claims, regulatory reviews and inspections and other legal proceedings on an ongoing basis and follows appropriate accounting guidance when making accrual and disclosure decisions. The Company establishes accruals for those contingencies where the incurrence of a loss is probable and can be reasonably estimated, and discloses the amount accrued and the amount of a reasonably possible loss in excess of the amount accrued, if such disclosure is necessary for our financial statements to not be misleading. The Company does not record liabilities when the likelihood that the liability has been incurred is probable, but the amount cannot be reasonably estimated. Based upon present information, the Company believes that its liability, if any, arising from such pending legal proceedings, asserted legal claims and known potential legal claims which are likely to be asserted, is not reasonably likely to be material to the Company's financial position, results of operations, or cash flows, when taking into account established accruals for estimated liabilities.

Other obligations - In the ordinary course of business, the Company also enters into supply and service contracts. These contracts can include either volume commitments or fixed expiration dates, termination provisions and other standard contractual considerations. At December 31, 2024, the Company had approximately $7.8 of purchase obligations under these contracts.
v3.25.0.1
Pay vs Performance Disclosure - USD ($)
$ in Millions
3 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Pay vs Performance Disclosure    
Net earnings $ 22.3 $ 1.9
v3.25.0.1
Insider Trading Arrangements
3 Months Ended
Dec. 31, 2024
Trading Arrangements, by Individual  
Rule 10b5-1 Arrangement Adopted false
Non-Rule 10b5-1 Arrangement Adopted false
Rule 10b5-1 Arrangement Terminated false
Non-Rule 10b5-1 Arrangement Terminated false
v3.25.0.1
Description of Business and Basis of Presentation (Policies)
3 Months Ended
Dec. 31, 2024
Accounting Policies [Abstract]  
Basis of Presentation
Basis of Presentation - The accompanying Consolidated (Condensed) Financial Statements include the accounts of Energizer and its subsidiaries. All significant intercompany transactions are eliminated. Energizer has no material equity method investments, variable interests or non-controlling interests.
The accompanying Consolidated (Condensed) Financial Statements have been prepared in accordance with Article 10 of Regulation S-X and do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. The year-ended September 30, 2024 Consolidated (Condensed) Balance Sheet was derived from the audited financial statements included in Energizer's Report on Form 10-K, but does not include all disclosures required by U.S. GAAP. In the opinion of management, all adjustments, consisting of normal recurring adjustments, considered necessary for a fair statement of our operations, financial position and cash flows have been included. Certain reclassifications have been made to the prior year financial statements to conform to the current presentation. Operating results for any quarter are not necessarily indicative of the results for any other quarter or for the full year. These statements should be read in conjunction with the financial statements and notes thereto for Energizer for the year ended September 30, 2024 included in the Annual Report on Form 10-K dated November 19, 2024.
Recently Adopted Accounting Pronouncements And Recently Issued Accounting Pronouncements
Recently Adopted Accounting Pronouncements - In November 2023, the FASB issued ASU No. 2023-07, Segment Reporting: Improvements to Reportable Segment Disclosures. This guidance requires disclosure of incremental segment information on an annual and interim basis. This amendment is effective for our fiscal year ending September 30, 2025 and our interim periods within the fiscal year ending September 30, 2026. The disclosures required from this new pronouncement will be included within our fiscal 2025 annual Form 10-K.

Recently Issued Accounting Pronouncements - In December 2023, the FASB issued ASU No. 2023-09, Income Taxes: Improvements to Income Tax Disclosures. This guidance requires consistent categories and greater disaggregation of information in the rate reconciliation and disclosures of income taxes paid by jurisdiction. This amendment is effective for our fiscal year ending September 30, 2026. We are currently assessing the impact of this guidance on our disclosures.

In November 2024, the FASB issued ASU 2024-03, Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. ASU 2024-03 requires disclosure of certain costs and expenses on an interim and annual basis in the notes to the financial statements. The guidance is effective for our fiscal years beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. We are currently assessing the impact of this guidance on our disclosures.
v3.25.0.1
Revenue Recognition Revenue Recognition (Tables)
3 Months Ended
Dec. 31, 2024
Revenue from Contract with Customer [Abstract]  
Schedule of Product and Market Information
Supplemental product and market information is presented below for revenues from external customers for the quarters ended December 31, 2024 and 2023:
 For the Quarters Ended December 31,
Net Sales by products20242023
Batteries$606.9 $591.4 
Auto Care99.3 98.8 
Lights25.5 26.4 
Total Net Sales$731.7 $716.6 

 For the Quarters Ended December 31,
 20242023
Net Sales by markets 
North America Market$391.2 $372.5 
Modern Markets146.0 143.5 
Developing Markets87.5 93.4 
Distributors Markets42.4 35.2 
Global Professional Markets64.6 72.0 
 Total Net Sales$731.7 $716.6 
v3.25.0.1
Restructuring (Tables)
3 Months Ended
Dec. 31, 2024
Restructuring and Related Activities [Abstract]  
Restructuring and Related Costs
The pre-tax expense for charges related to the restructuring for the quarters ended December 31, 2024 and 2023 are noted in the table below, and were reflected in the Consolidated (Condensed) Statement of Earnings and Comprehensive Income:

For the Quarters Ended December 31,
20242023
Project Momentum Restructuring Program
Costs of products sold
Severance and related benefit costs$0.1 $0.5 
Accelerated depreciation & asset write-offs0.8 1.3 
Other restructuring related costs(1)
8.5 11.0 
Selling, general and administrate expense
Severance and related benefit costs1.3 1.8 
Accelerated depreciation & asset write-offs0.9 0.5 
Other restructuring related costs(2)
2.6 3.4 
Momentum Restructuring Cost Total$14.2 $18.5 
     IT enablement(3)
6.1 3.9 
Total restructuring and related costs$20.3 $22.4 
(1) Includes charges primarily related to consulting, relocation, decommissioning, and other facility exit costs.
(2) Primarily includes consulting, real estate rationalization costs, and legal fees for the restructuring program.
(3) Relates to operating expenses for new IT systems, primarily the organizational design and change management costs, which are enabling the Company to complete restructuring initiatives. Costs are included in SG&A in the Consolidated (Condensed) Statement of Earnings and Comprehensive Income.
Schedule of Restructuring Reserve by Type of Cost
The following table summarizes the restructuring and related costs reserve activity related to the Project Momentum restructuring program for the quarters ended December 31, 2023 and 2024:
Utilized
September 30, 2023Charge to IncomeCashNon-CashDecember 31, 2023
Severance & termination related costs$15.4 $2.3 $3.9 $— $13.8 
Accelerated depreciation & asset write-offs— 1.8 — 1.8 — 
Other restructuring related costs3.3 14.4 15.4 0.1 2.2 
IT enablement0.9 3.93.8 0.1 0.9 
    Total restructuring and related costs$19.6 $22.4 $23.1 $2.0 $16.9 
Utilized
September 30, 2024 (1)
Charge to IncomeCashNon-Cash
December 31, 2024 (1)
Severance & termination related costs$7.2 $1.4 $2.8 $— $5.8 
Accelerated depreciation & asset write-offs— 1.7 — 1.7 — 
Other restructuring related costs12.4 11.1 16.3 — 7.2 
IT enablement2.1 6.16.1 0.1 2.0 
    Total restructuring and related costs$21.7 $20.3 $25.2 $1.8 $15.0 
(1) The restructuring and related costs reserve is recorded on the Consolidated (Condensed) Balance Sheet in Other current liabilities and Other long term liabilities. Refer to Note 14, Supplemental Financial Statement Information for additional details.
v3.25.0.1
Segments (Tables)
3 Months Ended
Dec. 31, 2024
Dec. 31, 2022
Segment Reporting [Abstract]    
Schedule of Segment Reporting Information, by Segment  
Segment sales and profitability for the quarters ended December 31, 2024 and 2023 are presented below:
 For the Quarters Ended December 31,
20242023
Net Sales 
Batteries & Lights$632.4 $617.8 
Auto Care99.3 98.8 
Total Net Sales$731.7 $716.6 
Segment Profit 
Batteries & Lights$119.3 $132.4 
Auto Care20.5 6.9 
Total segment profit$139.8 $139.3 
    General corporate and other expenses (1) (27.4)(29.2)
    Amortization of intangible assets(14.7)(14.5)
Project Momentum restructuring and related costs (2)(20.3)(22.4)
Network transition costs (3)(14.0)— 
    Acquisition and integration costs (4)(1.2)(2.6)
Interest expense(37.0)(40.7)
Loss on extinguishment of debt (0.1)(0.5)
December 2023 Argentina Economic Reform (5)— (21.0)
Other items - Adjusted (6)5.0 1.0 
Total earnings before income taxes$30.1 $9.4 
Depreciation and amortization
Batteries & Lights$14.3 $13.0 
Auto Care2.8 2.5 
Total segment depreciation and amortization$17.1 $15.5 
Amortization of intangible assets14.7 14.5 
         Total depreciation and amortization$31.8 $30.0 

(1) Included in SG&A in the Consolidated (Condensed) Statement of Earnings and Comprehensive Income.

(2) Project Momentum restructuring and related costs were included in the following lines in the Consolidated (Condensed) Statement of Earnings and Comprehensive Income:
For the Quarters Ended December 31,
Restructuring and related costs20242023
Cost of products sold$9.4 $12.8 
SG&A - Restructuring costs4.8 5.7 
SG&A - IT Enablement6.1 3.9 
Total Restructuring and related costs$20.3 $22.4 

(3) 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. These costs were recorded in Cost of products sold on the Consolidated (Condensed) Statement of Earnings and Comprehensive Income.

(4) Acquisition and integration costs were included in the following lines in the Consolidated (Condensed) Statement of Earnings and Comprehensive Income:
For the Quarters Ended December 31,
Acquisition and related costs20242023
Cost of products sold$— $2.9 
SG&A 1.2 0.7 
Other items, net— (1.0)
Total Acquisition and integration costs$1.2 $2.6 

(5) During December 2023, a new president was inaugurated in Argentina bringing significant economic reform to the country including devaluing the Argentine Peso by 50% in the month of December (December 2023 Argentina Reform). In addition, new regulations were implemented reducing restrictions around foreign currency purchases. As a result of this reform and devaluation, the Company recorded $21.0 of exchange losses in Other items, net on the Consolidated (Condensed) Statement of Earnings.

(6) Below is the reconciliation of Other items, net as reflected on the Consolidated (Condensed) Statement of Earnings to the adjusted amount included in the table above:
For the Quarters Ended December 31,
20242023
Other items, net$(5.0)$19.0 
Acquisition and integration (4 above)— (1.0)
December 2023 Argentina Economic Reform (5 above)— 21.0 
Other items, net - adjusted$(5.0)$(1.0)
Reconciliation of Assets from Segment to Consolidated
Total AssetsDecember 31, 2024September 30, 2024
Batteries & Lights$1,291.0 $1,421.1 
Auto Care400.0 352.7 
Total segment assets$1,691.0 $1,773.8 
Corporate453.6 451.7 
Goodwill and other intangible assets2,085.6 2,116.9 
Total assets$4,230.2 $4,342.4 
 
v3.25.0.1
Earnings per share (Tables)
3 Months Ended
Dec. 31, 2024
Earnings Per Share [Abstract]  
Schedule of Earnings Per Share, Basic and Diluted
The following table sets forth the computation of basic and diluted earnings per share for the quarters ended December 31, 2024 and 2023:
(in millions, except per share data)For the Quarters Ended December 31,
Basic net earnings per share20242023
Net earnings$22.3 $1.9 
Weighted average common shares outstanding - Basic72.0 71.7 
Basic net earnings per common share$0.31 $0.03 
Diluted net earnings per share
Weighted average common shares outstanding - Basic72.0 71.7 
Dilutive effect of RSU awards0.5 0.4 
Dilutive effect of performance shares0.7 0.5 
Weighted average common shares outstanding - Diluted73.2 72.6 
Diluted net earnings per common share$0.30 $0.03 
v3.25.0.1
Goodwill and intangible assets (Tables)
3 Months Ended
Dec. 31, 2024
Goodwill and Intangible Assets Disclosure [Abstract]  
Schedule of Goodwill
The following table sets forth goodwill by segment as of October 1, 2024 and December 31, 2024:

Batteries & LightsAuto CareTotal
Balance at October 1, 2024$897.9 $148.1 $1,046.0 
Centralsul Acquisition— 0.1 0.1 
Cumulative translation adjustment(12.9)(1.6)(14.5)
Balance at December 31, 2024$885.0 $146.6 $1,031.6 
Schedule of Finite-Lived Intangible Assets
Total intangible assets at December 31, 2024 are as follows:
Gross Carrying AmountAccumulated AmortizationNet Carrying Amount
Trademarks and trade names$154.5 $(39.7)$114.8 
Customer relationships394.4 (173.0)221.4 
Patents34.1 (21.2)12.9 
Proprietary technology172.5 (121.9)50.6 
Proprietary formulas29.2 (14.8)14.4 
    Total Amortizable intangible assets784.7 (370.6)414.1 
Trademarks and trade names - indefinite lived639.9 — 639.9 
     Total Other intangible assets, net$1,424.6 $(370.6)$1,054.0 

Total intangible assets at September 30, 2024 were as follows:
Gross Carrying AmountAccumulated AmortizationNet Carrying Amount
Trademarks and trade names$155.0 $(37.8)$117.2 
Customer relationships395.0 (166.8)228.2 
Patents34.5 (21.0)13.5 
Proprietary technology172.5 (117.5)55.0 
Proprietary formulas29.2 (13.8)15.4 
    Total Amortizable intangible assets786.2 (356.9)429.3 
Trademarks and trade names - indefinite lived641.6 — 641.6 
    Total Other intangible assets, net$1,427.8 $(356.9)$1,070.9 
v3.25.0.1
Debt (Tables)
3 Months Ended
Dec. 31, 2024
Debt Disclosure [Abstract]  
Schedule of Long-term Debt Instruments
The detail of long-term debt was as follows:
December 31, 2024September 30, 2024
Senior Secured Term Loan Facility due 2027$757.0 $782.0 
6.500% Senior Notes due 2027300.0 300.0 
4.750% Senior Notes due 2028583.7 583.7 
4.375% Senior Notes due 2029791.3 791.3 
3.50% Senior Notes due 2029 (Euro Notes of €650.0)(1)
673.0 723.8 
Finance lease obligations47.6 49.2 
Total long-term debt, including current maturities$3,152.6 $3,230.0 
Less current portion(13.0)(12.6)
Less unamortized debt premium and debt issuance fees(22.3)(24.4)
Total long-term debt$3,117.3 $3,193.0 
(1) Changes in the USD balance of the Euro denominated 3.50% Senior Notes due in 2029 is due to movements in the currency rate year-over-year.
Schedule of Maturities of Long-term Debt
Debt Maturities - Aggregate maturities of long-term debt as of December 31, 2024 are as follows:
Long-term debt
One year$12.0 
Two year12.0 
Three year1,033.0 
Four year583.7 
Five year1,464.3 
Total long-term debt payments due$3,105.0 
v3.25.0.1
Pension Plans (Tables)
3 Months Ended
Dec. 31, 2024
Retirement Benefits [Abstract]  
Schedule of Net Benefit Costs
The Company’s net periodic pension cost for these plans are as follows:
For the Quarters Ended December 31,
U.S.International
2024202320242023
Service cost$— $— $0.1 $0.1 
Interest cost3.1 3.6 0.8 0.8 
Expected return on plan assets(4.0)(3.3)(0.9)(0.8)
Amortization of unrecognized net losses0.5 0.5 0.5 0.2 
Net periodic (benefit) / cost$(0.4)$0.8 $0.5 $0.3 
v3.25.0.1
Financial Instruments and Risk Management (Tables)
3 Months Ended
Dec. 31, 2024
Derivative Instruments and Hedging Activities Disclosure [Abstract]  
Schedule of Derivative Instruments, Effect on Other Comprehensive Income (Loss)
The following table provides the Company's estimated fair values as of December 31, 2024 and September 30, 2024, and the amounts of gains and losses on derivative instruments classified as cash flow hedges for the three months ended December 31, 2024 and 2023, respectively:

At December 31, 2024
For the Quarter Ended December 31, 2024
Derivatives designated as Cash Flow Hedging RelationshipsEstimated Fair Value Asset (1)Gain / (Loss) Recognized in OCI (2)Gain/(Loss) Reclassified From OCI into Income (3) (4)
Foreign currency contracts$7.7 $12.4 $0.1 
Interest rate swap44.8 11.7 6.7 
Zinc contracts1.4 (3.7)(1.1)
Total$53.9 $20.4 $5.7 
At September 30, 2024
For the Quarter Ended December 31, 2023
Derivatives designated as Cash Flow Hedging RelationshipsEstimated Fair Value (Liability) / Asset (1)Loss Recognized in OCI (2)Gain/(Loss) Reclassified From OCI into Income (3) (4)
Foreign currency contracts$(4.6)$(6.1)$0.9 
Interest rate swap39.8 (12.6)8.0 
Zinc contracts4.0 (1.8)(3.2)
Total$39.2 $(20.5)$5.7 
(1) All derivative assets are presented in Other current assets or Other assets. All derivative liabilities are presented in Other current liabilities or Other liabilities.
(2) OCI is defined as other comprehensive income.
(3) Gain/(Loss) reclassified to Income was recorded as follows: Foreign currency contracts in Cost of products sold, interest rate contracts in Interest expense, and commodity contracts in Cost of products sold.
(4) Each of these hedging relationships has derivative instruments with a high correlation to the underlying exposure being hedged and has been deemed highly effective in offsetting the underlying risk.
Derivative Instruments, Gain (Loss)
The following table provides estimated fair values as of December 31, 2024 and September 30, 2024 and the gains and losses on derivative instruments not classified as cash flow hedges for the three months ended December 31, 2024 and 2023, respectively:
At December 31, 2024
For the Quarter Ended December 31, 2024
Estimated Fair Value Liability (1)Loss Recognized in Income (2)
Foreign currency contracts$(3.1)$(8.4)
 At September 30, 2024
For the Quarter Ended December 31, 2023
Estimated Fair Value Asset (1)Gain Recognized in Income (2)
Foreign currency contracts$2.9 $3.2 
(1) All derivative assets and liabilities are presented in Other current assets or Other assets and Other current liabilities or Other liabilities, respectively.
(2) Gain / (Loss) recognized in Income was recorded as foreign currency in Other items, net.
Offsetting Liabilities
Offsetting of derivative assets
At December 31, 2024At September 30, 2024
DescriptionBalance Sheet locationGross amounts of recognized assetsGross amounts offset in the Balance SheetNet amounts of assets presented in the Balance SheetGross amounts of recognized assetsGross amounts offset in the Balance SheetNet amounts of assets presented in the Balance Sheet
Foreign Currency ContractsOther Current Assets, Other Assets$7.7 $— $7.7 $3.0 $(0.1)$2.9 
Offsetting of derivative liabilities
At December 31, 2024At September 30, 2024
DescriptionBalance Sheet locationGross amounts of recognized liabilitiesGross amounts offset in the Balance SheetNet amounts of liabilities presented in the Balance SheetGross amounts of recognized liabilitiesGross amounts offset in the Balance SheetNet amounts of liabilities presented in the Balance Sheet
Foreign Currency ContractsOther Current Liabilities, Other Liabilities$(3.1)$— $(3.1)$(4.7)$0.1 $(4.6)
Offsetting Assets
Offsetting of derivative assets
At December 31, 2024At September 30, 2024
DescriptionBalance Sheet locationGross amounts of recognized assetsGross amounts offset in the Balance SheetNet amounts of assets presented in the Balance SheetGross amounts of recognized assetsGross amounts offset in the Balance SheetNet amounts of assets presented in the Balance Sheet
Foreign Currency ContractsOther Current Assets, Other Assets$7.7 $— $7.7 $3.0 $(0.1)$2.9 
Offsetting of derivative liabilities
At December 31, 2024At September 30, 2024
DescriptionBalance Sheet locationGross amounts of recognized liabilitiesGross amounts offset in the Balance SheetNet amounts of liabilities presented in the Balance SheetGross amounts of recognized liabilitiesGross amounts offset in the Balance SheetNet amounts of liabilities presented in the Balance Sheet
Foreign Currency ContractsOther Current Liabilities, Other Liabilities$(3.1)$— $(3.1)$(4.7)$0.1 $(4.6)
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis The following table sets forth the Company's financial assets and liabilities, which are
carried at fair value, as of December 31, 2024 and September 30, 2024 that are measured on a recurring basis during the period, segregated by level within the fair value hierarchy:
 Level 2
(Liabilities)/Assets at estimated fair value:December 31,
2024
September 30,
2024
Deferred compensation$(20.9)$(21.7)
Derivatives - Foreign Currency contracts7.7 (4.6)
Derivatives - Foreign Currency contracts (non-hedge)(3.1)2.9 
Derivatives - Interest Rate Swap44.8 39.8 
Derivatives - Zinc contracts1.4 4.0 
Net Assets at estimated fair value$29.9 $20.4 
v3.25.0.1
Accumulated Other Comprehensive (Loss)/Income (Tables)
3 Months Ended
Dec. 31, 2024
Equity [Abstract]  
Schedule of Accumulated Other Comprehensive Income (Loss)
The following table presents the changes in accumulated other comprehensive (loss)/income (AOCI), net of tax by component:
Foreign Currency Translation AdjustmentsPension ActivityZinc ContractsForeign Currency ContractsInterest Rate ContractsTotal
Balance at September 30, 2024
$(96.8)$(113.5)$3.1 $(3.7)$30.3 $(180.6)
OCI before reclassifications(7.7)1.8 (1.2)9.1 8.9 10.9 
Reclassifications to earnings— 0.8 (0.8)(0.1)(5.1)(5.2)
Balance at December 31, 2024$(104.5)$(110.9)$1.1 $5.3 $34.1 $(174.9)
Reclassification out of Accumulated Other Comprehensive Income
The following table presents the reclassifications out of AOCI to earnings:
For the Quarters Ended December 31,
20242023
Details of AOCI ComponentsAmount Reclassified
from AOCI (1)
Affected Line Item in the Combined Statements of Earnings
Gains and losses on cash flow hedges
Foreign currency contracts$(0.1)$(0.9)Cost of products sold
Interest rate contracts(6.7)(8.0)Interest expense
Zinc contracts(1.1)3.2 Cost of products sold
(7.9)(5.7)Earnings before income taxes
1.9 1.4 Income tax expense
$(6.0)$(4.3)Net earnings
Amortization of defined benefit pension items
Actuarial loss1.0 0.7 (2)
(0.2)(0.1)Income tax benefit
$0.8 $0.6 Net earnings
Total reclassifications to earnings$(5.2)$(3.7)Net earnings
(1) Amounts in parentheses indicate credits to Consolidated (Condensed) Statement of Earnings and Comprehensive Income.
(2) This AOCI component is included in the computation of net periodic pension benefit/(cost) (see Note 11, Pension Plans, for further details).
v3.25.0.1
Supplemental Financial Statement Information (Tables)
3 Months Ended
Dec. 31, 2024
Financial Statement Related Disclosures [Abstract]  
Supplemental Income Statement and Balance Sheet Information
The components of certain income statement accounts are as follows:
For the Quarters Ended December 31,
20242023
Other items, net
       Interest income$(1.2)$(5.6)
Foreign currency exchange (gain)/loss (1)(3.8)23.7 
Pension cost other than service costs— 1.0 
Transition services agreement income— (1.0)
       Other— 0.9 
Total Other items, net$(5.0)$19.0 
(1) Foreign currency exchange loss in the quarter ended December 31, 2023, includes the currency impact from the December 2023 Argentina economic reform. During December 2023, a new president was inaugurated in Argentina bringing significant economic reform to the country including devaluing the Argentine Peso by 50% in the month of December. As a result of this reform and devaluation, the Company recorded $21.0 of exchange losses in Other items, net on the Consolidated (Condensed) Statement of Earnings.
The components of certain balance sheet accounts are as follows:
December 31, 2024September 30, 2024
Inventories  
Raw materials and supplies$145.7 $127.6 
Work in process218.0 248.4 
Finished products303.0 281.3 
Total inventories$666.7 $657.3 
Other Current Assets  
Miscellaneous receivables$24.7 $22.8 
Prepaid expenses100.8 80.6 
Value added tax collectible from customers36.3 30.5 
Other32.0 29.5 
Total other current assets$193.8 $163.4 
Property, Plant and Equipment  
Land$12.5 $12.8 
Buildings141.2 139.2 
Machinery and equipment797.5 813.8 
Construction in progress80.0 68.8 
Finance Leases54.1 55.6 
Total gross property1,085.3 1,090.2 
Accumulated depreciation(700.6)(710.1)
Total property, plant and equipment, net$384.7 $380.1 
Other Current Liabilities  
Accrued advertising, sales promotion and allowances$33.6 $19.9 
Accrued trade allowances58.9 53.3 
Accrued freight and warehousing37.5 42.6 
Accrued salaries, vacations and incentive compensation33.6 69.5 
Accrued interest expense11.0 20.4 
Restructuring and related cost reserve14.8 21.5 
Income taxes payable24.5 22.5 
Other101.1 104.1 
Total other current liabilities$315.0 $353.8 
Other Liabilities  
Pensions and other retirement benefits$45.4 $47.5 
Deferred compensation17.5 17.2 
Mandatory transition tax7.1 7.1 
Restructuring and related cost reserve0.2 0.2 
Other non-current liabilities30.6 31.1 
Total other liabilities$100.8 $103.1 
v3.25.0.1
Revenue Recognition - Schedule of Product and Market Information (Details) - USD ($)
$ in Millions
3 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Disaggregation of Revenue [Line Items]    
Net Sales by products $ 731.7 $ 716.6
Modern Markets    
Disaggregation of Revenue [Line Items]    
Net Sales by products 146.0 143.5
Developing Markets    
Disaggregation of Revenue [Line Items]    
Net Sales by products 87.5 93.4
Distributors Markets    
Disaggregation of Revenue [Line Items]    
Net Sales by products 42.4 35.2
North America Market    
Disaggregation of Revenue [Line Items]    
Net Sales by products 391.2 372.5
International, Excluding Americas [Member]    
Disaggregation of Revenue [Line Items]    
Net Sales by products 64.6 72.0
Batteries    
Disaggregation of Revenue [Line Items]    
Net Sales by products 606.9 591.4
Auto Care    
Disaggregation of Revenue [Line Items]    
Net Sales by products 99.3 98.8
Lights    
Disaggregation of Revenue [Line Items]    
Net Sales by products $ 25.5 $ 26.4
v3.25.0.1
Acquisition - Narrative (Details)
€ in Millions, $ in Millions
3 Months Ended
Sep. 24, 2024
EUR (€)
May 08, 2024
USD ($)
Oct. 27, 2023
USD ($)
Oct. 27, 2023
EUR (€)
Dec. 31, 2024
USD ($)
Dec. 31, 2024
EUR (€)
Dec. 31, 2023
USD ($)
Asset Acquisition [Line Items]              
Acquisitions, net of cash acquired         $ (0.1)   $ (11.6)
APS Battery Manufacturing Assets              
Asset Acquisition [Line Items]              
Asset acquisition, consideration transferred     $ 11.6 € 3.5      
Acquisition and integration costs             2.6
APS Battery Manufacturing Assets | Other Nonoperating Income (Expense)              
Asset Acquisition [Line Items]              
Asset acquisition, income from producing inventory         0.0   1.0
APS Battery Manufacturing Assets | Selling, general and administrate expense              
Asset Acquisition [Line Items]              
Legal and diligence fees         1.2   $ 0.7
APS NV Acquisition              
Asset Acquisition [Line Items]              
Asset acquisition, consideration transferred | € € 26.8            
Batteries & Lights | APS Battery Manufacturing Assets              
Asset Acquisition [Line Items]              
Goodwill acquired         0.7    
Centralsul Ltda.              
Asset Acquisition [Line Items]              
Business combination, consideration transferred   $ 15.0          
Payments to acquire businesses, gross   10.6          
Net assets acquired   16.5          
Goodwill acquired | €           € 0.1  
Centralsul Ltda. | Auto Care              
Asset Acquisition [Line Items]              
Goodwill acquired         14.6 € 0.1  
Centralsul Ltda. | Batteries & Lights              
Asset Acquisition [Line Items]              
Goodwill acquired         $ 0.0    
Centralsul Ltda. | Earnout Payment              
Asset Acquisition [Line Items]              
Business combination, contingent consideration, liability   5.0          
Centralsul Ltda. | Indemnity Holdback              
Asset Acquisition [Line Items]              
Business combination, contingent consideration, liability   $ 2.0          
v3.25.0.1
Restructuring Narrative (Details) - USD ($)
$ in Millions
3 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Restructuring Cost and Reserve [Line Items]    
Restructuring costs $ 20.3 $ 22.4
Other Restructuring, Non-Cash Costs    
Restructuring Cost and Reserve [Line Items]    
Expected restructuring costs 30.0  
Batteries & Lights | Operating Segments    
Restructuring Cost and Reserve [Line Items]    
Restructuring costs 18.7 20.8
Auto Care | Operating Segments    
Restructuring Cost and Reserve [Line Items]    
Restructuring costs 1.6 $ 1.6
Minimum | Facility Closing    
Restructuring Cost and Reserve [Line Items]    
Expected restructuring costs 180.0  
Minimum | Capital Expenditures    
Restructuring Cost and Reserve [Line Items]    
Expected restructuring costs 80.0  
Maximum | Facility Closing    
Restructuring Cost and Reserve [Line Items]    
Expected restructuring costs 185.0  
Maximum | Capital Expenditures    
Restructuring Cost and Reserve [Line Items]    
Expected restructuring costs $ 90.0  
v3.25.0.1
Restructuring (Details) - USD ($)
$ in Millions
3 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Restructuring Cost and Reserve [Line Items]    
Total restructuring and related costs $ 20.3 $ 22.4
Costs of products sold    
Restructuring Cost and Reserve [Line Items]    
Total restructuring and related costs 9.4 12.8
Selling, general and administrate expense    
Restructuring Cost and Reserve [Line Items]    
Total restructuring and related costs 4.8 5.7
Selling, general and administrate expense | IT enablement    
Restructuring Cost and Reserve [Line Items]    
Total restructuring and related costs 6.1 3.9
Project Momentum Restructuring    
Restructuring Cost and Reserve [Line Items]    
Total restructuring and related costs 14.2 18.5
Project Momentum Restructuring | Costs of products sold    
Restructuring Cost and Reserve [Line Items]    
Severance and related benefit costs 0.1 0.5
Accelerated depreciation & asset write-offs 0.8 1.3
Other restructuring related costs 8.5 11.0
Project Momentum Restructuring | Selling, general and administrate expense    
Restructuring Cost and Reserve [Line Items]    
Severance and related benefit costs 1.3 1.8
Accelerated depreciation & asset write-offs 0.9 0.5
Other restructuring related costs $ 2.6 $ 3.4
v3.25.0.1
Restructuring, Reserve (Details) - Project Momentum Restructuring - USD ($)
$ in Millions
3 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Restructuring Reserve [Roll Forward]    
Restructuring Reserve, Beginning Balance $ 21.7 $ 19.6
Charge to Income 20.3 22.4
Cash 25.2 23.1
Non-Cash 1.8 2.0
Restructuring Reserve, Ending Balance 15.0 16.9
Severance & termination related costs    
Restructuring Reserve [Roll Forward]    
Restructuring Reserve, Beginning Balance 7.2 15.4
Charge to Income 1.4 2.3
Cash 2.8 3.9
Non-Cash 0.0 0.0
Restructuring Reserve, Ending Balance 5.8 13.8
Accelerated depreciation & asset write-offs    
Restructuring Reserve [Roll Forward]    
Restructuring Reserve, Beginning Balance 0.0 0.0
Charge to Income 1.7 1.8
Cash 0.0 0.0
Non-Cash 1.7 1.8
Restructuring Reserve, Ending Balance 0.0 0.0
Other restructuring related costs    
Restructuring Reserve [Roll Forward]    
Restructuring Reserve, Beginning Balance 12.4 3.3
Charge to Income 11.1 14.4
Cash 16.3 15.4
Non-Cash 0.0 0.1
Restructuring Reserve, Ending Balance 7.2 2.2
IT enablement    
Restructuring Reserve [Roll Forward]    
Restructuring Reserve, Beginning Balance 2.1 0.9
Charge to Income 6.1 3.9
Cash 6.1 3.8
Non-Cash 0.1 0.1
Restructuring Reserve, Ending Balance $ 2.0 $ 0.9
v3.25.0.1
Segments - Narrative (Details)
Dec. 31, 2024
segment
Segment Reporting [Abstract]  
Number of product segments 2
v3.25.0.1
Segments - Schedule of Segment Reporting Information, by Segment (Details) - USD ($)
$ in Millions
3 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Segment Reporting Information [Line Items]    
Net sales $ 731.7 $ 716.6
Segment Profit 269.6 267.0
Amortization of intangible assets (14.7) (14.5)
Restructuring costs (20.3) (22.4)
Loss on extinguishment of debt (0.1) (0.5)
December 2023 Argentina Economic Reform (5) 3.8 (23.7)
Nonoperating Income (Expense), Net Of Adjustments 5.0 1.0
Depreciation and amortization 31.8 30.0
ARGENTINA    
Segment Reporting Information [Line Items]    
December 2023 Argentina Economic Reform (5) (21.0) 21.0
Cost of Sales    
Segment Reporting Information [Line Items]    
Restructuring costs (9.4) (12.8)
Selling, general and administrate expense    
Segment Reporting Information [Line Items]    
Restructuring costs (4.8) (5.7)
Selling, general and administrate expense | IT enablement    
Segment Reporting Information [Line Items]    
Restructuring costs (6.1) (3.9)
Project Momentum Restructuring    
Segment Reporting Information [Line Items]    
Restructuring costs (14.2) (18.5)
Operating Segments    
Segment Reporting Information [Line Items]    
Segment Profit 139.8 139.3
Depreciation and amortization 17.1 15.5
Operating Segments | Batteries & Lights    
Segment Reporting Information [Line Items]    
Net sales 632.4 617.8
Segment Profit 119.3 132.4
Restructuring costs (18.7) (20.8)
Depreciation and amortization 14.3 13.0
Operating Segments | Auto Care    
Segment Reporting Information [Line Items]    
Net sales 99.3 98.8
Segment Profit 20.5 6.9
Restructuring costs (1.6) (1.6)
Depreciation and amortization 2.8 2.5
Corporate    
Segment Reporting Information [Line Items]    
General corporate and other expenses (27.4) (29.2)
Amortization of intangible assets (14.7) (14.5)
Restructuring costs (20.3) (22.4)
Network transition costs (14.0) 0.0
Acquisition and integration costs (1.2) (2.6)
Interest expense 37.0 40.7
Loss on extinguishment of debt (0.1) (0.5)
Nonoperating Income (Expense), Net Of Adjustments 5.0 1.0
Net (loss)/earnings 30.1 9.4
Corporate | ARGENTINA    
Segment Reporting Information [Line Items]    
December 2023 Argentina Economic Reform (5) $ 0.0 $ (21.0)
v3.25.0.1
Segments - Restructuring and Related Costs (Details) - USD ($)
$ in Millions
3 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Segment Reporting, Asset Reconciling Item [Line Items]    
Restructuring costs $ 20.3 $ 22.4
Other items, net (5.0) 19.0
Foreign currency exchange gain (loss) (3.8) 23.7
Nonoperating Income (Expense), Net Of Adjustments 5.0 1.0
APS Battery Manufacturing Assets    
Segment Reporting, Asset Reconciling Item [Line Items]    
Acquisition and integration costs (1.2) (2.6)
ARGENTINA    
Segment Reporting, Asset Reconciling Item [Line Items]    
Foreign currency exchange gain (loss) 21.0 (21.0)
Cost of Sales    
Segment Reporting, Asset Reconciling Item [Line Items]    
Restructuring costs 9.4 12.8
Cost of Sales | APS Battery Manufacturing Assets    
Segment Reporting, Asset Reconciling Item [Line Items]    
Acquisition and integration costs, operating costs 0.0 2.9
Selling, general and administrate expense    
Segment Reporting, Asset Reconciling Item [Line Items]    
Restructuring costs 4.8 5.7
Selling, general and administrate expense | APS Battery Manufacturing Assets    
Segment Reporting, Asset Reconciling Item [Line Items]    
Legal and diligence fees 1.2 0.7
Selling, general and administrate expense | IT enablement    
Segment Reporting, Asset Reconciling Item [Line Items]    
Restructuring costs 6.1 3.9
Nonoperating Income (Expense)    
Segment Reporting, Asset Reconciling Item [Line Items]    
Foreign currency exchange gain (loss) 0.0 $ 21.0
Nonoperating Income (Expense) | ARGENTINA    
Segment Reporting, Asset Reconciling Item [Line Items]    
Foreign currency exchange gain (loss) $ 21.0  
v3.25.0.1
Segments - Reconciliation of Assets from Segment to Consolidated (Details) - USD ($)
$ in Millions
Dec. 31, 2024
Sep. 30, 2024
Segment Reporting, Asset Reconciling Item [Line Items]    
Goodwill and other intangible assets $ 2,085.6 $ 2,116.9
Total assets 4,230.2 4,342.4
Operating Segments    
Segment Reporting, Asset Reconciling Item [Line Items]    
Tangible assets 1,691.0 1,773.8
Operating Segments | Batteries & Lights    
Segment Reporting, Asset Reconciling Item [Line Items]    
Tangible assets 1,291.0 1,421.1
Operating Segments | Auto Care    
Segment Reporting, Asset Reconciling Item [Line Items]    
Tangible assets 400.0 352.7
Corporate    
Segment Reporting, Asset Reconciling Item [Line Items]    
Tangible assets $ 453.6 $ 451.7
v3.25.0.1
Earnings per share - Schedule of Earnings Per Share, Basic and Diluted (Details) - USD ($)
$ / shares in Units, shares in Millions, $ in Millions
3 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]    
Net earnings $ 22.3 $ 1.9
Weighted average number of shares outstanding, basic (in shares) 72.0 71.7
Basic net (loss)/earnings per common share (in dollars per share) $ 0.31 $ 0.03
Weighted average number of shares outstanding, diluted (in shares) 73.2 72.6
Diluted net (loss)/earnings per common share- continuing operations (in dollars per share) $ 0.30 $ 0.03
Restricted Stock Equivalents    
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]    
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount   0.5
Performance Shares    
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]    
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount 0.9 1.3
Retained (Losses)/Earnings    
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]    
Net earnings $ 22.3  
Performance Shares    
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]    
Effect of dilutive performance shares (shares) 0.7 0.5
Restricted Stock Equivalents    
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]    
Effect of dilutive performance shares (shares) 0.5 0.4
v3.25.0.1
Income Taxes - Narrative (Details) - USD ($)
$ in Millions
3 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Financial Statement Related Disclosures [Line Items]    
Effective tax rate, percent 25.90% 79.80%
Foreign currency exchange gain (loss) $ (3.8) $ 23.7
ARGENTINA    
Financial Statement Related Disclosures [Line Items]    
Foreign currency exchange gain (loss) $ 21.0 $ (21.0)
v3.25.0.1
Goodwill and intangible assets - Schedule of Goodwill (Details) - 3 months ended Dec. 31, 2024
€ in Millions, $ in Millions
USD ($)
EUR (€)
Goodwill [Roll Forward]    
Beginning balance $ 1,046.0  
Cumulative translation adjustment (14.5)  
Ending balance 1,031.6  
Centralsul Ltda.    
Goodwill [Roll Forward]    
Goodwill acquired | €   € 0.1
Batteries & Lights    
Goodwill [Roll Forward]    
Beginning balance 897.9  
Cumulative translation adjustment (12.9)  
Ending balance 885.0  
Batteries & Lights | Centralsul Ltda.    
Goodwill [Roll Forward]    
Goodwill acquired 0.0  
Auto Care    
Goodwill [Roll Forward]    
Beginning balance 148.1  
Cumulative translation adjustment (1.6)  
Ending balance 146.6  
Auto Care | Centralsul Ltda.    
Goodwill [Roll Forward]    
Goodwill acquired $ 14.6 € 0.1
v3.25.0.1
Goodwill and intangible assets - Narrative (Details) - USD ($)
$ in Millions
3 Months Ended
Dec. 31, 2024
Sep. 30, 2024
Goodwill and Intangible Assets Disclosure [Abstract]    
Indefinite-lived intangible assets $ 639.9 $ 641.6
Cumulative translation adjustment $ (14.5)  
v3.25.0.1
Goodwill and intangible assets - Schedule of Finite-Lived Intangible Assets (Details) - USD ($)
$ in Millions
3 Months Ended
Dec. 31, 2024
Sep. 30, 2024
Finite-Lived Intangible Assets [Line Items]    
Cumulative translation adjustment $ (14.5)  
Gross Carrying Amount 784.7 $ 786.2
Trademarks and trade names - indefinite lived 639.9 641.6
Total Other intangible assets, net 1,424.6 1,427.8
Accumulated Amortization (370.6) (356.9)
Net Carrying Amount 414.1 429.3
Total Other intangible assets, net 1,054.0 1,070.9
Trademarks and trade names - indefinite lived    
Finite-Lived Intangible Assets [Line Items]    
Trademarks and trade names - indefinite lived   641.6
Trade names    
Finite-Lived Intangible Assets [Line Items]    
Gross Carrying Amount 154.5 155.0
Accumulated Amortization (39.7) (37.8)
Net Carrying Amount 114.8 117.2
Customer Relationships    
Finite-Lived Intangible Assets [Line Items]    
Gross Carrying Amount 394.4 395.0
Accumulated Amortization (173.0) (166.8)
Net Carrying Amount 221.4 228.2
Patents    
Finite-Lived Intangible Assets [Line Items]    
Gross Carrying Amount 34.1 34.5
Accumulated Amortization (21.2) (21.0)
Net Carrying Amount 12.9 13.5
Proprietary Technology    
Finite-Lived Intangible Assets [Line Items]    
Gross Carrying Amount 172.5 172.5
Accumulated Amortization (121.9) (117.5)
Net Carrying Amount 50.6 55.0
Proprietary Formula    
Finite-Lived Intangible Assets [Line Items]    
Gross Carrying Amount 29.2 29.2
Accumulated Amortization (14.8) (13.8)
Net Carrying Amount $ 14.4 $ 15.4
v3.25.0.1
Debt - Schedule of Long-term Debt Instruments (Details) - USD ($)
$ in Millions
Dec. 31, 2024
Sep. 30, 2024
Debt Instrument [Line Items]    
Capital lease obligations $ 47.6 $ 49.2
Long-term Debt and Lease Obligation 3,152.6 3,230.0
Less current portion (13.0) (12.6)
Less unamortized debt premium and debt issuance fees (22.3) (24.4)
Total long-term debt 3,117.3 3,193.0
Secured Debt | Senior Secured Term Loan A Facility, Due 2027    
Debt Instrument [Line Items]    
Total long-term debt, including current maturities $ 757.0 782.0
Stated interest rate of debt 0.25%  
Senior Notes | Senior Notes, 6.500%, Due 2027    
Debt Instrument [Line Items]    
Total long-term debt, including current maturities $ 300.0 300.0
Senior Notes | Senior Notes, 4.750%, Due 2028    
Debt Instrument [Line Items]    
Total long-term debt, including current maturities 583.7 583.7
Senior Notes | Senior Notes, 4.375%, Due 2029    
Debt Instrument [Line Items]    
Total long-term debt, including current maturities 791.3 791.3
Senior Notes | 3.50% Senior Notes due 2029    
Debt Instrument [Line Items]    
Total long-term debt, including current maturities $ 673.0 $ 723.8
Stated interest rate of debt 3.50%  
v3.25.0.1
Debt - Narrative (Details) - USD ($)
$ in Millions
3 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Dec. 22, 2024
Sep. 30, 2024
Feb. 22, 2023
Jan. 22, 2021
Debt Instrument [Line Items]            
Short term borrowing interest rate 7.70%     7.30%    
Loss on extinguishment of debt $ 0.1 $ 0.5        
Notes payable 1.7     $ 2.1    
Interest Rate Contracts            
Debt Instrument [Line Items]            
Fixed interest rate         1.042%  
Notional value $ 600.0         $ 600.0
Notional value decrease each year     $ 100.0      
Senior Secured Term Loan A Facility, Due 2027 | Secured Debt            
Debt Instrument [Line Items]            
Stated interest rate of debt 0.25%          
Face amount of debt $ 3.0          
Senior Secured Term Loan B Facility due 2027 | Secured Debt            
Debt Instrument [Line Items]            
Premiums paid on extinguishment of debt 22.0 75.0        
Revolving Credit Facility            
Debt Instrument [Line Items]            
Outstanding letters of credit 0.0 $ 0.0        
Amount available remaining 492.4          
Letter of Credit            
Debt Instrument [Line Items]            
Outstanding letters of credit $ 7.6          
v3.25.0.1
Debt - Long-term Debt and Capital Lease Maturities (Details)
$ in Millions
Dec. 31, 2024
USD ($)
Debt Disclosure [Abstract]  
Maturities of long term debt in one year $ 12.0
Maturities of long term debt in two years 12.0
Maturities of long term debt in three years 1,033.0
Maturities of long term debt in four years 583.7
Maturities of long term debt in five years 1,464.3
Total long-term debt payments due $ 3,105.0
v3.25.0.1
Supply Chain Financing (Details) - USD ($)
$ in Millions
Dec. 31, 2024
Sep. 30, 2024
Payables and Accruals [Abstract]    
Supplier finance program, obligation $ 54.1 $ 52.5
Supplier Finance Program, Obligation, Statement of Financial Position [Extensible Enumeration] Accounts payable Accounts payable
v3.25.0.1
Pension Plans - Schedule of Net Benefit Costs (Details) - Pension Plan - USD ($)
$ in Millions
3 Months Ended
Dec. 31, 2024
Dec. 31, 2023
U.S.    
Defined Benefit Plan Disclosure [Line Items]    
Service cost $ 0.0 $ 0.0
Interest cost 3.1 3.6
Expected return on plan assets (4.0) (3.3)
Amortization of unrecognized net losses 0.5 0.5
Net periodic (benefit) / cost (0.4) 0.8
International    
Defined Benefit Plan Disclosure [Line Items]    
Service cost 0.1 0.1
Interest cost 0.8 0.8
Expected return on plan assets (0.9) (0.8)
Amortization of unrecognized net losses 0.5 0.2
Net periodic (benefit) / cost $ 0.5 $ 0.3
v3.25.0.1
Financial Instruments and Risk Management - Narrative (Details)
3 Months Ended 9 Months Ended
Dec. 31, 2024
USD ($)
derivative_instrument
Contract
Dec. 31, 2023
USD ($)
Jun. 30, 2023
USD ($)
Dec. 22, 2024
USD ($)
Sep. 30, 2024
USD ($)
Feb. 22, 2023
Jan. 22, 2021
USD ($)
Derivative [Line Items]              
Unrecognized pre-tax loss $ 44,800,000   $ (39,800,000)        
Portion or pre-tax gain included in AOCI expected to be included in earnings 7,300,000            
Gain (Loss) Recognized in Income 0 $ 1,000,000.0          
Interest Rate Contracts              
Derivative [Line Items]              
Fixed interest rate           1.042%  
Notional value 600,000,000.0           $ 600,000,000.0
Notional value decrease each year       $ 100,000,000.0      
Line of Credit | Senior Secured Term Loan B Facility, net of discount, due 2022              
Derivative [Line Items]              
Face amount of debt 757,000,000.0            
Estimate of Fair Value              
Derivative [Line Items]              
Fair market value of fixed rate long-term debt 2,246,000,000       $ 2,305,500,000    
Reported Value Measurement              
Derivative [Line Items]              
Fair market value of fixed rate long-term debt 2,348,000,000       2,398,800,000    
Designated as Hedging Instrument | Cash Flow Hedging              
Derivative [Line Items]              
Derivatives - Foreign Currency contracts 53,900,000       39,200,000    
Designated as Hedging Instrument | Cash Flow Hedging | Zinc contracts              
Derivative [Line Items]              
Derivatives - Foreign Currency contracts $ 1,400,000       4,000,000.0    
Derivative, Number of Open Contracts | Contract 16            
Notional value $ 24,000,000            
Designated as Hedging Instrument | Cash Flow Hedging | Foreign currency contracts              
Derivative [Line Items]              
Derivatives - Foreign Currency contracts 7,700,000       (4,600,000)    
Notional value $ 187,000,000            
Number of open contracts | derivative_instrument 64            
Not Designated as Hedging Instrument | Foreign currency contracts              
Derivative [Line Items]              
Derivatives - Foreign Currency contracts $ (3,100,000)       $ 2,900,000    
Gain (Loss) Recognized in Income (8,400,000) $ 3,200,000          
Not Designated as Hedging Instrument | Foreign currency contracts              
Derivative [Line Items]              
Notional value $ 109,000,000            
Number of open contracts | derivative_instrument 5            
v3.25.0.1
Financial Instruments and Risk Management - Schedule of Derivative Instruments, Effect on Other Comprehensive Income (Loss) (Details) - Designated as Hedging Instrument - Cash Flow Hedging - USD ($)
$ in Millions
3 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Sep. 30, 2024
Derivative Instruments, Gain (Loss) [Line Items]      
Derivatives - Foreign Currency contracts $ 53.9   $ 39.2
(Loss)/Gain Recognized in OCI 20.4 $ (20.5)  
Loss Reclassified From OCI into Income(Effective Portion) 5.7 5.7  
Foreign currency contracts      
Derivative Instruments, Gain (Loss) [Line Items]      
Derivatives - Foreign Currency contracts 7.7   (4.6)
(Loss)/Gain Recognized in OCI 12.4 (6.1)  
Loss Reclassified From OCI into Income(Effective Portion) 0.1 0.9  
Interest rate swap      
Derivative Instruments, Gain (Loss) [Line Items]      
Derivatives - Foreign Currency contracts 44.8   39.8
(Loss)/Gain Recognized in OCI 11.7 (12.6)  
Loss Reclassified From OCI into Income(Effective Portion) 6.7 8.0  
Zinc contracts      
Derivative Instruments, Gain (Loss) [Line Items]      
Derivatives - Foreign Currency contracts 1.4   $ 4.0
(Loss)/Gain Recognized in OCI (3.7) (1.8)  
Loss Reclassified From OCI into Income(Effective Portion) $ (1.1) $ (3.2)  
v3.25.0.1
Financial Instruments and Risk Management - Derivative Instruments, Gain (Loss) (Details) - USD ($)
$ in Millions
3 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Sep. 30, 2024
Derivative Instruments, Gain (Loss) [Line Items]      
Gain (Loss) Recognized in Income $ 0.0 $ 1.0  
Not Designated as Hedging Instrument | Foreign currency contracts      
Derivative Instruments, Gain (Loss) [Line Items]      
Estimated Fair Value Liability (3.1)   $ 2.9
Gain (Loss) Recognized in Income $ (8.4) $ 3.2  
v3.25.0.1
Financial Instruments and Risk Management - Offsetting Assets and Liabilities (Details) - Foreign currency contracts - USD ($)
$ in Millions
Dec. 31, 2024
Sep. 30, 2024
Derivatives, Fair Value [Line Items]    
Gross amounts of recognized assets $ 7.7 $ 3.0
Gross amounts offset in the Balance Sheet 0.0 (0.1)
Net amounts of assets presented in the Balance Sheet 7.7 2.9
Gross amounts of recognized liabilities (3.1) (4.7)
Gross amounts offset in the Balance Sheet 0.0 (0.1)
Net amounts of liabilities presented in the Balance Sheet $ (3.1) $ (4.6)
v3.25.0.1
Financial Instruments and Risk Management - Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis (Details) - USD ($)
$ in Millions
Dec. 31, 2024
Sep. 30, 2024
Level 2 | Fair Value, Measurements, Recurring    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Deferred compensation $ (20.9) $ (21.7)
Net Assets at estimated fair value 29.9 20.4
Foreign currency contracts | Not Designated as Hedging Instrument    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Derivatives - Foreign Currency contracts (3.1) 2.9
Foreign currency contracts | Level 2 | Fair Value, Measurements, Recurring    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Derivatives - Foreign Currency contracts 7.7 (4.6)
Foreign currency contracts | Level 2 | Fair Value, Measurements, Recurring | Not Designated as Hedging Instrument    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Derivatives - Foreign Currency contracts (3.1) 2.9
Derivatives - Interest Rate Swap | Level 2 | Fair Value, Measurements, Recurring    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Derivatives - Foreign Currency contracts 44.8 39.8
Commodity contract | Level 2 | Fair Value, Measurements, Recurring    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Derivatives - Foreign Currency contracts 1.4 4.0
Estimate of Fair Value Measurement    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Long-term Debt, Percentage Bearing Fixed Interest, Fair Value Amount $ 2,246.0 $ 2,305.5
v3.25.0.1
Schedule of Accumulated Other Comprehensive Income (Loss) (Details)
$ in Millions
3 Months Ended
Dec. 31, 2024
USD ($)
AOCI Attributable to Parent, Net of Tax [Roll Forward]  
Balance at September 30, 2024 $ (180.6)
OCI before reclassifications 10.9
Reclassifications to earnings (5.2)
Balance at December 31, 2022 (174.9)
Foreign Currency Translation Adjustments  
AOCI Attributable to Parent, Net of Tax [Roll Forward]  
Balance at September 30, 2024 (96.8)
OCI before reclassifications (7.7)
Reclassifications to earnings 0.0
Balance at December 31, 2022 (104.5)
Pension Activity  
AOCI Attributable to Parent, Net of Tax [Roll Forward]  
Balance at September 30, 2024 (113.5)
OCI before reclassifications 1.8
Reclassifications to earnings 0.8
Balance at December 31, 2022 (110.9)
Foreign Currency Contracts  
AOCI Attributable to Parent, Net of Tax [Roll Forward]  
Balance at September 30, 2024 (3.7)
OCI before reclassifications 9.1
Reclassifications to earnings (0.1)
Balance at December 31, 2022 5.3
Zinc contracts  
AOCI Attributable to Parent, Net of Tax [Roll Forward]  
Balance at September 30, 2024 3.1
OCI before reclassifications (1.2)
Reclassifications to earnings (0.8)
Balance at December 31, 2022 1.1
Interest Rate Contracts | Foreign Currency Contracts  
AOCI Attributable to Parent, Net of Tax [Roll Forward]  
Balance at September 30, 2024 30.3
OCI before reclassifications 8.9
Reclassifications to earnings (5.1)
Balance at December 31, 2022 $ 34.1
v3.25.0.1
Reclassification out of Accumulated Other Comprehensive Income (Details) - USD ($)
$ in Millions
3 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items]    
Other items, net - adjusted $ 5.0 $ (19.0)
Interest expense 37.0 40.7
Cost of products sold 462.1 449.6
Income tax expense 7.8 7.5
Net earnings 22.3 1.9
Amount Reclassified from AOCI    
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items]    
Net earnings (5.2) (3.7)
Gains and losses on cash flow hedges | Amount Reclassified from AOCI    
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items]    
Other items, net - adjusted (0.1) (0.9)
Interest expense (6.7) (8.0)
Cost of products sold (1.1) 3.2
Earnings before income taxes (7.9) (5.7)
Income tax expense 1.9 1.4
Net earnings (6.0) (4.3)
Amortization of defined benefit pension items | Amount Reclassified from AOCI    
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items]    
Actuarial loss 1.0 0.7
Income tax expense (0.2) (0.1)
Net earnings $ 0.8 $ 0.6
v3.25.0.1
Supplemental Financial Statement Information (Supplemental Statement of Income Information) (Details) - USD ($)
$ in Millions
3 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Financial Statement Related Disclosures [Line Items]    
Interest income $ (1.2) $ (5.6)
Foreign currency exchange gain (loss) (3.8) 23.7
Pension cost other than service costs 0.0 1.0
Transition services agreement income 0.0 (1.0)
Other 0.0 0.9
Total Other items, net (5.0) 19.0
Nonoperating Income (Expense)    
Financial Statement Related Disclosures [Line Items]    
Foreign currency exchange gain (loss) 0.0 21.0
ARGENTINA    
Financial Statement Related Disclosures [Line Items]    
Foreign currency exchange gain (loss) 21.0 $ (21.0)
ARGENTINA | Nonoperating Income (Expense)    
Financial Statement Related Disclosures [Line Items]    
Foreign currency exchange gain (loss) $ 21.0  
v3.25.0.1
Supplemental Financial Statement Information (Supplemental Balance Sheet Information) (Details) - USD ($)
$ in Millions
Dec. 31, 2024
Sep. 30, 2024
Inventories    
Raw materials and supplies $ 145.7 $ 127.6
Work in process 218.0 248.4
Finished products 303.0 281.3
Total inventories 666.7 657.3
Other Current Assets    
Miscellaneous receivables 24.7 22.8
Prepaid expenses 100.8 80.6
Value added tax collectible from customers 36.3 30.5
Other 32.0 29.5
Total other current assets 193.8 163.4
Property, Plant and Equipment    
Land 12.5 12.8
Buildings 141.2 139.2
Machinery and equipment 797.5 813.8
Construction in progress 80.0 68.8
Finance Leases 54.1 55.6
Total gross property 1,085.3 1,090.2
Accumulated depreciation (700.6) (710.1)
Property, plant and equipment, net 384.7 380.1
Other Current Liabilities    
Accrued advertising, sales promotion and allowances 33.6 19.9
Accrued trade allowances 58.9 53.3
Accrued freight and warehousing 37.5 42.6
Accrued freight and warehousing 33.6 69.5
Accrued salaries, vacations and incentive compensation 11.0 20.4
Restructuring and related cost reserve 14.8 21.5
Income taxes payable 24.5 22.5
Other 101.1 104.1
Total other current liabilities 315.0 353.8
Other Liabilities    
Pensions and other retirement benefits 45.4 47.5
Deferred compensation 17.5 17.2
Mandatory transition tax 7.1 7.1
Restructuring and related cost reserve 0.2 0.2
Other non-current liabilities 30.6 31.1
Other liabilities $ 100.8 $ 103.1
v3.25.0.1
Legal proceedings/contingencies and other obligations (Details)
$ in Millions
Dec. 31, 2024
USD ($)
Loss Contingencies [Line Items]  
Purchase obligations $ 7.8

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