ENERGIZER HOLDINGS, INC.

Current report

We are subject to risks related to our international operations, including tariffs and currency fluctuations, which could adversely affect our results of operations.

Current report

We currently conduct our business on a worldwide basis, with approximately 40% of our sales in fiscal year 2024 arising from foreign countries, and a significant portion of our production capacity and cash is located overseas. Consequently, we are subject to a number of risks associated with doing business in foreign countries, including:

Current report

•unfavorable and uncertain macroeconomic and geopolitical conditions and potential operational or supply chain disruptions as a result of these developments;

Current report

•political or economic instability, labor disputes, government corruption and civil unrest, including political or economic instability in the countries of the Eurozone, Egypt, Russia, the Middle East and certain markets in Latin America;

Current report

•potential disruption from wars and military conflicts;

Current report

•price controls and related government actions;

Current report

•the possibility of nationalization of business or industries, expropriation, confiscatory taxation or other similar government action;

Current report

•the inability to repatriate foreign-based cash for strategic needs in the U.S., either at all or without incurring significant income tax and earnings consequences, as well as the heightened counterparty, internal control and country-specific risks associated with holding cash overseas;

Current report

•the effect of foreign income taxes, value-added taxes and withholding taxes, including the inability to recover amounts owed to us by a government authority without extended proceedings or at all;

Current report

•the effect of the U.S. tax treatment of foreign source income and losses, and other restrictions on the flow of capital between countries;

Current report

•adverse changes in local investment, local employment, local training or exchange control regulations;

Current report

•legal and regulatory constraints, including the imposition of tariffs, trade restrictions, price, profit or other government controls, labor laws, immigration restrictions, travel restrictions, including as a result of outbreaks of infectious diseases, import and export laws or other government actions generating a negative impact on our business, including changes in trade policies that may be implemented;

Current report

•currency fluctuations, including the impact of hyper-inflationary conditions in certain economies, particularly where exchange controls limit or eliminate our ability to convert from local currency;

Current report

•difficulties in hiring and retaining qualified employees;

Current report

•employment litigation related to employees, contractors and suppliers, particularly in Latin America and Europe;

Current report

•difficulties in obtaining or unavailability of raw materials;

Current report

•difficulty in enforcing contractual and intellectual property rights;

Current report

•lack of well-established or reliable, and impartial legal systems in certain countries where we operate;

Current report

•challenges relating to enforcement of or compliance with local laws and regulations and with U.S. laws affecting operations outside of the U.S., including without limitation, the U.S. FCPA; and

Current report

•risks related to natural disasters, terrorism, social unrest and other events beyond our control.

Current report

There is currently significant uncertainty about the future relationship between the U.S. and various other countries with respect to trade policies, treaties, and tariffs. Recently, the U.S. government has imposed significant tariffs impacting a wide variety of goods across multiple countries and indicated that additional tariffs may be imposed in the near future. The extent and duration of the tariffs and the resulting impact on general economic conditions on our business are uncertain and depend on various factors and could have a material adverse effect on our business, financial condition, results of operations and cash flow.

Current report

We are also exposed to foreign currency exchange rate risks with respect to our net sales, net earnings and cash flow driven by movements of the U.S. dollar relative to other currencies. A weakening of the currencies in which sales are denominated relative to the currencies in which costs are denominated would decrease net earnings and cash flow, and our foreign currency hedges only offset a portion of our exposure to foreign currency fluctuations, including devaluations. Foreign currency fluctuations also may affect our ability to achieve sales growth. A weakening of foreign currencies in which we generate sales relative to the U.S. dollar would decrease our net sales. Accordingly, our reported net earnings may be negatively affected by changes in foreign exchange rates.