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Tue Oct 27 · markets closed1 signal on Oct 26140 insider buys this week · $73.9MCIRO short report next: Oct 30The week ahead

ENR

ENERGIZER HOLDINGS, INC.
NYSE · TECHNOLOGY · MISCELLANEOUS ELECTRICAL MACHINERY, EQUIPMENT & SUPPLIES
22.29
−0.28 −1.24%
USD · close Oct 26

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MKT CAP $1.5BP/E 19.2DIV YIELD —FCF YIELD 9.87%REV TTM $3B +2.2%NET INCOME $81.5M −67.6%NET DEBT $3.3B52W 16.23 – 24.38SEC XBRL · TTM TO Invalid Date

How ENR rewrote its risk factors

10-K ITEM 1A · FY2024 → FY2025
Text kept
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Dropped
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Length
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New in FY2025

  • The following table reports purchases of equity securities during the fourth quarter of fiscal 2025 by Energizer and any affiliated purchasers pursuant to SEC rules.
  • Issuer Purchases of Equity Securities Period Total Number of Shares Purchased Average Price Paid Per Share Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (1) Maximum Number That May Yet Be Purchased Under the Plans or Programs July 1, 2025 - July 31, 2025 1,206,817 $ 22.49 1,206,817 3,500,000 August 1, 2025 - August 31, 2025 — $ — — 3,500,000 September 1, 2025 - September 30, 2025 — $ — — 3,500,000 Total 1,206,817 $ 22.49 1,206,817 3,500,000 (1) On November 18, 2024 the Board of Directors approved a share repurchase program for up to 7.5 million shares of common stock.
  • The graph tracks the performance of a $100 investment in our common stock and in each index (with the reinvestment of all dividends) from 9/30/2020 to 9/30/2025.
  • They are not intended to forecast possible future performance of the Common Stock. 9/30/20 9/30/21 9/30/22 9/30/23 9/30/24 9/30/25 Energizer Holdings, Inc. 100.00 102.59 68.47 90.34 93.13 76.05 S&P SmallCap 600 100.00 157.64 127.96 140.85 177.28 183.73 S&P 500 Household Products 100.00 99.86 91.57 106.13 132.76 117.42 Item 6.
  • 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, fiscal 2023 ("FY23") and fiscal 2024 ("FY24") production credits, a litigation matter, an impairment on intangible assets, the loss/(gain) on extinguishment/modification of debt, the December 2023 Argentina Economic Reform and the settlement loss on U.S. pension annuity buyout.
  • 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.
  • General corporate and other expenses, Intangible amortization expense, an impairment on intangible assets, Interest expense, Loss/(gain) on extinguishment/modification of debt, Other items, net, restructuring and related costs, network transition costs, FY23 & FY24 production credits, a litigation matter and the charges related to acquisition and integration costs have all been excluded from segment profit.
  • These measures exclude the impact of the costs related to restructuring activities, network transition costs, acquisition and integration, an impairment on intangible assets, FY23 & FY24 production credits, a litigation matter, the Loss/(gain) on extinguishment/modification of debt, the December 2023 Argentina Economic Reform and the settlement loss on U.S. pension annuity buyout.
  • This is the tax rate when excluding the pre-tax impact of restructuring activities, network transition activities, acquisition and integration, an impairment on intangible assets, FY23 & FY24 production credits, a litigation matter, the loss/(gain) on extinguishment/modification of debt. the December 2023 Argentina Economic Reform, and the settlement loss on U.S. pension annuity buyout, as well as the related tax impact for these items, calculated utilizing the statutory rate for the jurisdictions where the impact was incurred.
  • This is the non-GAAP financial measurement of the change in Net sales or segment profit that excludes or otherwise adjusts for the Acquisition impact, Change in highly inflationary markets and Impact of currency from the changes in foreign currency exchange rates as defined below: Acquisition Impact.
  • The Company completed the Advanced Power Solutions NV ("APS NV") acquisition on May 2, 2025 ("APS NV Acquisition").
  • These adjustments include the impact of the operations associated with the acquired branded battery business.
  • The Company will be working to transition from these branded business to legacy brands by December 31, 2025.
  • This does not include the impact of acquisition and integration costs associated with this acquisition.
  • 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.
  • The impact of currency also includes gains/(losses) of currency hedging programs, and it excludes highly-inflationary markets.
  • Detail for Adjusted Gross margin, Adjusted SG&A as a percent of sales, and Adjusted Other items, net are also supplemental non-GAAP measures.
  • These measures exclude the impact of costs related to restructuring activities, network transition activities, FY23 & FY24 production credits, a litigation matter, acquisition and integration, the December 2023 Argentina Economic Reform and the settlement loss on U.S. pension annuity buyout.
  • Production tax credits under the Inflationary Reduction Act - On August 16, 2022, the Inflation Reduction Act of 2022 (“IRA”) was signed into law.
  • The IRA includes multiple incentives to promote clean energy and energy storage manufacturing among other provisions.
  • The tax credits are available from calendar year 2023 to 2032 subject to phase out beginning in calendar year 2030.
  • In December 2024, the United States Treasury issued final regulations related to the Section 45X Advanced Manufacturing Production Credit ("production credit"), which provided updated definitions and additional guidance and examples on production credits.
  • The production credit is a refundable tax credit for battery cells and modules manufactured in the United States, as well as a credit for electrode active material and other components produced for batteries.
  • Following the final regulations on Section 45X that became effective in December 2024, the Company began reviewing the potential applicability to our batteries and various components produced in the United States for application of the production credits.
  • The Company achieved reasonable assurance over our ability to claim the production credits during f iscal 2025 and recognized an estimated $120.9 reduction to Cost of products sold ("COGS") on the Consolidated Statement of Earnings and Comprehensive Income for the tax credit on production and sales retroactive to January 1, 2023.
  • The credit recognized included an estimated $41.6 for the credit related to fiscal 2025 production and an additiona l $79.3 credit for fiscal 2023 and 2024 production since the effective date of the IRA, January 1, 2023 ("FY23 & FY24 production credit").
  • The Company expects future year credits to be approximately $40 to $45 annually based on current regulations prior to the phase out period.
  • Amounts recognized in the Consolidated Financial Statements are based on Management's judgment and best estimate utilizing the most current guidance.
  • The Company will continue to evaluate the effects of the IRA to the extent more guidance is issued and the relevant implications to our Consolidated Financial Statements.
  • Actual results could differ from management’s current estimate.
  • December 2023 Argentina Economic Reform In November 2023, a new president was elected in Argentina who is implementing significant economic reform.
  • The Company anticipates this could continue, resulting in a continued decline to operating profit.
  • The Company had net sales of $33.9, $38.0, and $45.8 for fiscal years 2025, 2024 and 2023, respectively.
  • The Company had operating profit of $8.9, $10.7 and $16.0 in fiscal 2025, 2024 and 2023, respectively.
  • The December 2023 currency devaluation and economic reform resulted in $22.0 of currency and related losses recognized in Other items, net during the twelve months ended September 30, 2025.
  • 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.
  • On May 2, 2025, the Company acquired all the shares of APS NV.
  • The acquisition provides the Company with additional production capacity in Europe as well as an expanded customer base.
  • The acquisition resulted in $63.6 of Net sales and $2.2 of Segment profit for the Batteries and Lights segment.

and 510 more.

Gone since FY2024

  • The following table reports purchases of equity securities during the fourth quarter of fiscal 2024 by Energizer and any affiliated purchasers pursuant to SEC rules.
  • Issuer Purchases of Equity Securities Period Total Number of Shares Purchased Average Price Paid Per Share Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (1) Maximum Number That May Yet Be Purchased Under the Plans or Programs July 1, 2024 - July 31, 2024 — $ — — 5,041,940 August 1, 2024 - August 31, 2024 — $ — — 5,041,940 September 1, 2024 - September 30, 2024 — $ — — 5,041,940 Total — $ — — 5,041,940 (1) On November 12, 2020 the Board of Directors approved a share repurchase program for up to 7.5 million shares of common stock.
  • Subsequent to year-end, on November 18, 2024, the Company's Board of Directors approved an authorization for the repurchase of up to 7.5 million shares, which replaced the November 2020 prior authorization.
  • The graph tracks the performance of a $100 investment in our common stock and in each index (with the reinvestment of all dividends) from 9/30/2019 to 9/30/2024.
  • They are not intended to forecast possible future performance of the Common Stock. 9/30/19 9/30/20 9/30/21 9/30/22 9/30/23 9/30/24 Energizer Holdings, Inc. 100.00 92.10 94.48 63.06 83.20 85.77 S&P SmallCap 600 100.00 91.71 144.58 117.35 129.18 162.58 S&P 500 Household Products 100.00 114.41 114.25 104.77 121.43 151.89 Item 6.
  • These non-GAAP financial measures exclude items that are not reflective of the Company's on-going operating performance, such as Project Momentum restructuring and related costs, network transition costs, acquisition and integration costs, an acquisition earn out, a litigation matter, impairments of goodwill and intangible assets, the loss/(gain) on extinguishment of debt, the December 2023 Argentina Economic Reform, the settlement loss on U.S. pension annuity buyout, the costs of exiting the Russian market, the gain on finance lease termination and the costs of the May 2022 flooding of our Brazilian manufacturing facility.
  • In addition, these measures help investors to analyze year over year comparability when excluding currency fluctuations, acquisition activity as well as other company initiatives that are not on-going.
  • General corporate and other expenses, amortization expense, impairment of goodwill and intangible assets, interest expense, loss/(gain) on extinguishment of debt, other items, net, Project Momentum restructuring and related costs, network transition costs, acquisition and integration costs, an acquisition earn out, a litigation matter, the December 2023 Argentina Economic Reform, settlement loss on U.S. pension annuity buyout, the gain on finance lease termination, the costs of exiting the Russian market and the costs of the flooding of our Brazilian manufacturing facility have all been excluded from segment profit.
  • These measures exclude the impact of Project Momentum restructuring and related costs, network transition costs, costs related to acquisition and integration, an acquisition earn out, a litigation matter, an impairment of goodwill and intangible assets, the loss/(gain) on extinguishment of debt, the December 2023 Argentina Economic Reform, the settlement loss on U.S. pension annuity buyout, the gain on finance lease termination, the costs of exiting the Russian market and the costs of the flooding of our Brazilian manufacturing facility.
  • This is the tax rate when excluding the pre-tax impact of Project Momentum restructuring and related costs, network transition costs, acquisition and integration costs, an acquisition earn out, a litigation matter, an impairment of goodwill and intangible assets, the loss/(gain) on extinguishment of debt, the December 2023 Argentina Economic Reform, the settlement loss on U.S. pension annuity buyout, the gain on finance lease termination, the costs of exiting the Russian market and the costs of the flooding of our Brazilian manufacturing facility, as well as the related tax impact for these items, calculated utilizing the statutory rate for where the impact was incurred.
  • This is the non-GAAP financial measurement of the change in revenue or segment profit that excludes or otherwise adjusts for the change in Russia and Argentina operations and the impact of currency from the changes in foreign currency exchange rates as defined below: Change in Russia Operations.
  • The Company exited the Russian market in the second quarter of fiscal 2022 due to the increased global and economic and political uncertainty resulting from the ongoing conflict between Russia and Ukraine.
  • This adjusts for the change in Russian sales and segment profit from the prior year post exit.
  • The Company is presenting separately all changes in sales and segment profit from our Argentina affiliate due to the designation of the economy as highly inflationary as of July 1, 2018.
  • The impact of currency also includes gains/(losses) of currency hedging programs, and it excludes hyper-inflationary markets.
  • Details for adjusted gross margin, adjusted SG&A as a percent of sales and adjusted Other items, net are also supplemental non-GAAP measure disclosures.
  • These measures exclude the impact of Project Momentum restructuring and related costs, network transition costs, acquisition and integration costs, an acquisition earn out, a litigation matter, the December 2023 Argentina Economic Reform, the settlement loss on U.S. pension annuity buyout, the gain on finance lease termination, the costs of exiting the Russian market and the costs of the flooding of our manufacturing facility in Brazil.
  • Macroeconomic Environment We continue to operate in an inflationary environment where macro-economic pressures and geopolitical instability are expected to continue into fiscal year 2025.
  • While we did not experience significant disruptions in our operations in fiscal 2024, the risks of future negative impacts due to transportation, logistical or supply constraints and higher commodity costs for certain raw materials remain present, and the Company could continue to experience corresponding incremental costs and gross margin pressures, as well as currency headwinds throughout the year.
  • Argentina Economic Reform In November 2023, a new president was elected in Argentina who is implementing significant economic reform.
  • The Company anticipates this could continue, resulting in a continued decline to operating profit during fiscal 2025.
  • The Company had net sales of $38.0, $45.8 and $51.0 for fiscal years 2024, 2023 and 2022, respectively.
  • The Company had operating profit of $10.7, $16.0 and $17.4 in fiscal 2024, 2023 and 2022, respectively.
  • The December 2023 currency devaluation and economic reform resulted in $22.0 of currency and related losses recognized in Other items, net during the twelve months ended September 30, 2024.
  • The share purchase agreement (SPA) included a contractual purchase price of approximately $15.
  • This contractual purchase price was adjusted by Centralsul's outstanding debt, an indemnity holdback and working capital adjustments, resulting in an initial cash payment of $10.6, which is further subject to a post closing working capital adjustment.
  • 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).
  • 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.
  • Acquisition and Integration Costs The Company incurred pre-tax acquisition and integration costs related to the above acquisitions of $7.2 in the twelve months ended September 30, 2024.
  • Pre-tax costs recorded in Costs of good sold were $3.1, the majority of which were recorded in the first fiscal quarter of 2024 as the Company was awaiting the receipt of the raw materials procured on the Company's behalf by APS Belgium as part of the Belgium Acquisition.
  • These costs were offset by $1.0, 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.
  • The Company also recorded $5.1 of legal and diligence fees in Selling, general and administrative expenses related to acquisition and integration activities during the fiscal year.
  • The Company incurred pre-tax acquisition and integration costs of $16.5 in the twelve months ended September 30, 2022 related to integration costs from the Spectrum Global Battery and Auto Care acquisitions completed in fiscal 2019.
  • Pre-tax costs recorded in Costs of products sold were $ 6.0 which primarily related to facility exit and integration restructuring costs of $ 5.2 as discussed in Note 5, Restructuring.
  • Pre-tax acquisition and integration costs recorded in SG&A were $9.4 and primarily related to the integration of acquired information technology systems, consulting costs, and retention-related compensation costs.
  • The Company also recorded $1.1 in R&D related to the integration of these acquisitions.
  • 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.

and 578 more.

Sentence-level comparison of Item 1A in the two most recent 10-Ks (FY2024 ↗, FY2025 ↗). A reworded sentence counts as one dropped and one added, so heavy edits read as low “kept”. Headings and page furniture are stripped; nothing is summarised by a model.

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