Skip to main content

ENERGIZER HOLDINGS, INC.

For the period ended Jun 30, 2025. Filed Aug 4, 2025.

View on SEC.gov

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Jun 30, 2025 · Filed Aug 4, 2025

ENR$23.84-2.6%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2025-03-31; filed 2025-05-06.

0001632790-25-000040

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

Current report: 10-Q

Period ended 2025-06-30; filed 2025-08-04.

0001632790-25-000066

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

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 165 previous paragraphs and 193 current paragraphs.

75 unchanged; 77 reworded; 40 added; 10 removed; 3 previous and 1 current paragraphs rearranged.

Tables are not compared: 9 previous and 9 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (40)

Current report

•Section 45X of the Internal Revenue Code contains production tax credits for certain battery components. Our ability to benefit from Section 45X production tax credits is not guaranteed and is dependent upon the federal government's ongoing implementation, guidance, regulations, or rulemakings.

Current report

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.

Current report

We are continuing to assess our incremental tariff cost exposure in light of continuing changes to global tariff policies and the full extent of our potential mitigation strategies to offset the financial and operational impact of tariffs, as well as the associated timing to implement such strategies. These actions include a combination of pricing, sourcing changes, manufacturing network transitions and cost initiatives. We expect the impact of tariffs, as enacted as of this filing date, to be approximately $20 unfavorable compared to the prior year for the remainder of fiscal 2025 and ultimately neutralized in fiscal 2026 through the above initiatives as well as production credits we will claim.

Current report

Production Tax Credits under the Inflationary Reduction Act

Current report

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.

Current report

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 the third quarter of fiscal 2025 and recognized an estimated $112.4 reduction to Cost of products sold on the Consolidated (Condensed) Statement of Earnings for the tax credit on production and sales retroactive to January 1, 2023. The credit recognized in the three and nine months ended June 30, 2025 included an estimated $33.9 for the credit related to fiscal 2025 production and an additional $78.5 retroactive adjustment to the beginning of the effective date of the IRA, January 1, 2023.

Current report

Subsequent to June 30, 2025, the One Big Beautiful Bill Act was signed into law on July 4, 2025. The Company is reviewing the impacts of the new legislation, including any potential adjustments to future production credits, but does not expect significant changes.

Current report

The Company estimates the fiscal 2025 full year production credit will be in the range of $40 to $45 and expects future year credits to be approximately $35 to $40 based on current regulations prior to the phase out period. Amounts recognized in the Consolidated (Condensed) Financial Statements are based on Management's judgement 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 (Condensed) Financial Statements. Actual results could differ from management’s current estimate.

Current report

During the third quarter of fiscal 2024, the Company determined a triggering event had occurred due to missed branded sales forecasts and elevated weighted average cost of capital. As a result, the Company performed an interim impairment analysis. The result of the impairment analysis indicated the carrying values of the Rayovac and Varta trade names were greater than their fair values, resulting in indefinite-lived intangible asset non-cash impairments of $85.2 and $25.4 for the Rayovac and Varta trade names, respectively.

Current report

The quantitative estimated fair value of the Rayovac trade name was determined using the multi-period excess earnings method, which requires significant assumptions, including estimates related to revenue growth rates, gross margin rates, operating

Current report

expenses (SG&A, R&D, and A&P) and discount rates. The projections for the Rayovac fair value model were generated using

Current report

the brand's historical performance and long-term category projections, to determine forecasted cash flows and operating data.

Current report

Specifically, revenue growth assumptions were based on historical trends and management’s expectations for future growth of

Current report

the category. Gross margin rate assumptions were based on historical trends, management's cost cutting strategies, and a market place participant's production capabilities. Operating expenses were based on historical trends. The discount rate used in the trade name fair value estimate was 11.5% and was based on a weighted-average cost of capital utilizing industry market data of similar companies. The new carrying value for the Rayovac trade name is $337.0.

Current report

The quantitative estimated fair value of the Varta trade name was determined using the relief from royalty model, which requires significant assumptions, including estimated related revenue growth rates, royalty rates, and discount rates. The revenue projections for the Varta fair value model were based on the brand's historical performance and long-term category

Current report

projections. Royalty rate assumptions were determined based on branded profit levels and research of external royalty rates by third-party experts. The discount rate used in the trade name fair value estimate was 11.0% and was based on a weighted average cost of capital utilizing industry market data of similar companies. The new carrying value for the Varta trade name was $11.6 as of the date of the impairment. Following the impairment, the Varta trade name was converted to a definite lived intangible asset with a 15 year useful life. The conversion increased annual amortization by approximately $0.8.

Current report

These fair value measurements fell within Level 3 of the fair value hierarchy, see Note 12, Financial Instruments and Risk

Current report

Management. Changes in the assumptions used to estimate the fair value of the Company's indefinite-lived intangible assets could result in impairment charges in future periods, which could be material. Additionally, certain factors have the potential to create variances in the estimated fair values of our indefinite-lived intangible assets, which also could result in material impairment charges. These factors include (i) failure to achieve forecasted revenue growth rates, (ii) failure to achieve cost cutting and margin improvement initiatives the Company is implementing, (iii) failure to meet forecasted operating expenses, or (iv) increases in the discount rate. Specifically, a 50 basis point change in the discount rate used in the valuations would have resulted in an additional impairment of $16.7 and $0.3 for the Rayovac and Varta trade names, respectively.

Current report

The Company will complete its annual goodwill and indefinite-lived intangible asset impairment assessment during the fourth quarter of fiscal 2025.

Current report

With the ever-changing macro economic environment, specifically the uncertainty related to the financial impact of tariffs, the Company is analyzing if additional restructuring actions are necessary to mitigate the impact in fiscal 2026 and beyond.

Current report

(4) This represents the production credits retroactive to the start of the credit period and prior to the current year. These credits were recorded in Cost of products sold on the Consolidated (Condensed) Statement of Earnings.

Current report

(5) Litigation matter relates to an accrual adjustment recorded in SG&A on the Consolidated (Condensed) Statement of Earnings.

Current report

(6) The non-cash Impairment of intangible assets for the three and nine months ended June 30, 2024 relates to the Company's Rayovac trade name impairment of $85.2 and Varta trade name impairment of $25.4.

Current report

(9) For the quarter and nine months ended June 30, 2024, the Adjusted Weighted average shares of common stock - Diluted includes the dilutive impact of our outstanding performance shares and restricted stock as they are dilutive to the calculation.

Current report

•Volumes grew 1.7% in the quarter, driven primarily by new and expanded distribution in Battery & Lights; and

Current report

•Planned strategic pricing and promotional investments of 1.6% partially offset the growth in volume.

Current report

The APS NV acquisition completed on May 2, 2025 contributed $20.8 to Net sales.

Current report

Gross margin percentageon a reported basis for the third fiscal quarter of 2025 was 55.1%, compared to 39.5% in the prior year. During the third quarter of fiscal 2025, the Company obtained reasonable assurance on the qualification of certain battery cell and manufacturing component production for advanced manufacturing production credits. As a result, the Company recognized $112.4 in production credits. The amount related to FY25 production is an estimated $33.9 and an additional estimated $78.5 was recorded for production retroactive to the effective date of January 1, 2023.

Current report

Excluding the impact of restructuring and related costs, network transition costs, acquisition and integration costs, the FY23 & FY24 production credits, the impairment of intangible assets, the Loss on extinguishment/modification in debt and the

Current report

Battery & Lights reported segment profit increased by 22.7% as compared to the prior year. Organic segment profit increased by $27.7, or 21.4%, due to increased organic net sales and improvement in gross profit which benefited from the current year production credit and Project Momentum savings. These benefits were partially offset by the increased investments in SG&A and A&P spending compared to the prior year.

Current report

Auto Care reported segment profit decreased by 10.1% as compared to the prior year driven by unfavorable currencies. Organic segment profit was flat to prior year as slightly improved gross profit was fully offset by increased SG&A and an additional $3.2 of A&P investment in support of the launch of our Podium Series, as compared to the prior year.

Current report

For the quarter ended June 30, 2025, general corporate and other expenses were $33.1, an increase of $4.0 as compared to the prior year comparative period driven by increased legal fees, higher mark to market expense on our deferred compensation plans and increased compensation costs, partially offset by a decline in factoring fees.

Current report

•Capital expenditures of $69.1 and $70.5 in the nine months ended June 30, 2025 and 2024, respectively;

Current report

•Proceeds from sale of assets were $4.9 during the nine months ended June 30, 2024 related to the selling of a facility in the Dominican Republic;

Current report

•Common stock repurchases of $62.6 at an average price of $22.40 per share (see below);

Current report

•Debt issuance costs of $0.9 related to the Term Loan reprice in the third quarter of fiscal 2024;
Removed paragraphs (10)

Previous report

Due to the recently imposed tariffs by the United States, as well as the temporarily delayed reciprocal tariffs, the Company is actively working on the deployment of mitigation strategies to offset the financial and operational impact of tariffs. These actions include sourcing shifts, rebalancing of our supply chain network, and pricing actions. For fiscal 2025, we expect the impact of tariffs, as enacted as of this filing date, to be fully offset.

Previous report

•New and expanded distribution drove volume increases in Battery & Lights of approximately 1.9%; and

Previous report

•Auto Care had flat volumes as new distribution, international expansion and innovation was offset by the shift in timing of refrigerant sales to the third quarter this year compared to the prior year.

Previous report

•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 to the prior year and a shift in refrigerants to the third quarter in the current year, resulting in organic growth of 0.3%.

Previous report

Battery & Lights reported segment profit declined by 1.1% as compared to the prior year. Organic segment profit decreased by $0.3, or 0.3%, due to the increased investments in SG&A spending compared to the prior year and operating inefficiencies as we finalize the network transition as part of Project Momentum, partially offset by the organic net sales increase discussed above, lower A&P spending compared to the prior year and Project Momentum savings.

Previous report

Auto Care reported segment profit decreased by 12.9% as compared to the prior year. Organic segment profit decreased by $3.5, or 8.7%. The decrease was driven by lower organic sales discussed above and the increased investments in SG&A and A&P spending over the prior year.

Previous report

•Capital expenditures of $55.6 and $52.0 in the six months ended March 31, 2025 and 2024, respectively;
Reworded paragraphs (77)

Previous wording

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/modification 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.

Current wording

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, FY23 & FY24 production credits, a litigation matter, an impairment on intangible assets, the loss on extinguishment/modification 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.

Previous wording

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/modification 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.

Current wording

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, an impairment on intangible assets, Interest expense, Loss 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.

Previous wording

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/modification of debt and the December 2023 Argentina Economic Reform.

Current wording

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, an impairment on intangible assets, FY23 & FY24 production credits, a litigation matter, the Loss on extinguishment/modification of debt and the December 2023 Argentina Economic Reform.

Previous wording

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/modification of debt and the December 2023 Argentina

Current wording

Non-GAAP Tax Rate. 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 on extinguishment/modification 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.

Previous wording

Adjusted Gross Margin, Adjusted Selling, General & Administrative Expense (SG&A) as a percent of sales, and Adjusted Other items, net. Detail for Adjusted Gross margin, Adjusted SG&A as a percent of sales, and Adjusted Other items, net are also supplemental non-GAAP measures. These measures exclude the impact of costs related to restructuring activities, network transition activities, and acquisition and integration.

Current wording

Adjusted Gross Margin, Adjusted Selling, General & Administrative Expense (SG&A) as a percent of sales, and Adjusted Other items, net. Detail for Adjusted Gross margin, Adjusted SG&A as a percent of sales, and Adjusted Other items, net are also supplemental non-GAAP measures. These measures exclude the impact of costs related to restructuring activities, network transition activities, FY23 & FY24 production credits, a litigation matter and acquisition and integration.

Previous wording

We continue to operate in an inflationary environment where macro-economic pressures and geopolitical instability are expected to continue in fiscal 2025. While we did not experience significant disruptions in our operations in the first half of fiscal 2025, the risks of future negative impacts due to higher tariffs, 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. Macro-economic pressures and geopolitical instability could also result in softening consumer demand, which could negatively impact the Company's forecasted financial results and operations.

Current wording

We continue to operate in an inflationary environment where macro-economic pressures and geopolitical instability are expected to continue in fiscal 2025. While we have not experienced significant disruptions in our operations so far in fiscal 2025, the risks of future negative impacts due to higher tariffs, 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. Macro-economic pressures and geopolitical instability could also result in softening consumer demand, which could negatively impact the Company's forecasted financial results and operations.

Previous wording

costs. The Company anticipates this could continue, resulting in a continued decline to operating profit during fiscal 2025. The Company had net sales of $9.2 and $7.1 in the quarters ended March 31, 2025 and 2024, respectively, and $16.9 and $19.4 for the six months ended March 31, 2025 and 2024, respectively. The Company had operating profit of $2.4 and $1.4 in the quarters ended March 31, 2025 and 2024, respectively, and $4.3 and $6.6 in the six months ended March 31, 2025 and 2024, respectively.

Current wording

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. The Company had net sales of $10.3 and $9.4 in the quarters ended June 30, 2025 and 2024, respectively, and $27.2 and $28.8 for the nine months ended June 30, 2025 and 2024, respectively. The Company had operating profit of $3.4 and $2.2 in the quarters ended June 30, 2025 and 2024, respectively, and $7.7 and $8.8 in the nine months ended June 30, 2025 and 2024, respectively.

Previous wording

This devaluation and economic reform resulted in $1.0 and $22.0 of currency and related losses recognized in Other items, net in the three and six months ended March 31, 2024, respectively. The loss of $22.0 during the six months ended March 31, 2024 includes exchange losses of $14.7 from the December 2023 remeasurement of the Company's Argentina monetary assets and liabilities, $6.3 of transactional currency exchange losses on the ARS, as well as a $1.0 loss on the purchase and sale of bonds issued by the Argentina Central Bank.

Current wording

This devaluation and economic reform resulted in $22.0 of currency and related losses recognized in Other items, net in the nine months ended June 30, 2024, respectively. The loss of $22.0 during the nine months ended June 30, 2024 includes exchange losses of $14.7 from the December 2023 remeasurement of the Company's Argentina monetary assets and liabilities, $6.3 of transactional currency exchange losses on the ARS, as well as a $1.0 loss on the purchase and sale of bonds issued by the Argentina Central Bank.

Previous wording

Subsequent to quarter end, on May 2, 2025, the Company completed the Advanced Power Solutions NV Acquisition. The initial cash transferred was EUR13.3 after the preliminary working capital and net debt adjustments. The acquisition provides the Company with additional production capacity in Europe as well as an expanded customer base.

Current wording

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 included $20.8 of Net sales and $0.4 of Segment profit for the Battery and Lights segment.

Previous wording

In fiscal 2025, the Company recorded $2.3 and $3.5 in SG&A of legal fees and other costs associated with these acquisitions during the quarter and six months ended March 31, 2025, respectively. Included in the quarter and six months was expense of $0.8 for a purchase price earnout adjustment associated with the Centralsul Acquisition.

Current wording

In fiscal 2025, the Company recorded $1.3 and $4.8 in SG&A of legal fees and other costs associated with these acquisitions during the quarter and nine months ended June 30, 2025, respectively. Included in the quarter and nine months was expense for a purchase price earnout adjustment associated with the Centralsul Acquisition.of $0.3 and $1.1, respectively.

Previous wording

In fiscal 2024, the Company recorded $0.7 and $3.3 of acquisition and integration costs associated with the Belgium Acquisition during the quarter and six months ended March 31, 2024, respectively. The costs included $2.9 of operating costs recorded in Costs of good sold for the six months ended March 31, 2024, as the Company was awaiting the receipt of the raw materials procured on the Company's behalf by APS. These costs were offset by $1.0 of income during the six months ended March 31, 2024, recorded in Other items, net, from producing inventory for APS 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 and $1.4 of legal and diligence fees associated with the closing of this acquisition recorded in Selling, general and administrative expenses during the quarter and six months ended March 31, 2024, respectively.

Current wording

In fiscal 2024, the Company recorded $1.6 and $4.9 of acquisition and integration costs during the quarter and nine months ended June 30, 2024, respectively. Costs of good sold included $0.2 and $3.1 recorded in the quarter and nine months ended June 30, 2024, respectively. The majority of this was recorded in the first fiscal quarter as the Company was awaiting the receipt of the raw materials procured on the Company's behalf by APS Belgium as part of the Belgium Acquisition. These costs were offset by $1.0 of income during the nine months ended June 30, 2024, 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 $1.4 and $2.8 of legal and diligence fees in Selling, general and administrative expenses related to acquisition and integration activities during the quarter and nine months ended June 30, 2024, respectively.

Previous wording

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 approximately $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.

Current wording

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 over $180 of annual pre-tax savings, and the Company estimates that it will incur one-time cash operating costs of over $180, 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.

Previous wording

Total expected pre-tax savings of Project Momentum are approximately $200 by the end of fiscal 2025. As of March 31, 2025, the Company has realized approximately $181 of these savings from Project Momentum, with approximately $39 in fiscal 2025. The savings were primarily within Cost of products sold and SG&A on the Consolidated (Condensed) Statements of Earnings and Comprehensive Income.

Current wording

Total expected pre-tax savings of Project Momentum are over $200 by the end of fiscal 2025. As of June 30, 2025, the Company has realized approximately $196 of these savings from Project Momentum, with approximately $54 in fiscal 2025. The savings were primarily within Cost of products sold and SG&A on the Consolidated (Condensed) Statements of Earnings and Comprehensive Income.

Previous wording

In the quarters ended March 31, 2025 and 2024, the total Project Momentum restructuring and related pre-tax costs were $17.6 and $23.4, respectively. For the six months ended March 31, 2025 and 2024, the total Project Momentum restructuring and related pre-tax costs were $37.9 and $45.8, respectively. The expenses primarily consisted of severance and other benefit related costs, accelerated depreciation, asset write-offs, consulting costs, IT enablement, a non-cash impairment of capitalized software, 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 $190.2. Refer to Note 4, Restructuring, to the Consolidated (Condensed) Financial Statements for additional discussion on the Company's restructuring costs.

Current wording

In the quarters ended June 30, 2025 and 2024, the total Project Momentum restructuring and related pre-tax costs were $8.0 and $18.8, respectively. For the nine months ended June 30, 2025 and 2024, the total Project Momentum restructuring and related pre-tax costs were $45.9 and $64.6, respectively. The expenses primarily consisted of severance and other benefit related costs, accelerated depreciation, asset write-offs, consulting costs, IT enablement, a non-cash impairment of capitalized software, 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 $198.2. Refer to Note 4, Restructuring, to the Consolidated (Condensed) Financial Statements for additional discussion on the Company's restructuring costs.

Previous wording

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 and six months ended March 31, 2025 would be incurred within the Battery & Lights segment in the amount of $15.7 and $34.4, respectively, and the Auto Care segment in the amount of $1.9 and $3.5, respectively. The Company's Project Momentum restructuring costs for the quarter and six months ended March 31, 2024 would be incurred within the Battery & Lights segment in the amount of $20.5 and $41.2, respectively, and the Auto Care segment in the amount of $2.9 and $4.6, respectively.

Current wording

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 and nine months ended June 30, 2025 would be incurred within the Battery & Lights segment in the amount of $7.1 and $41.5, respectively, and the Auto Care segment in the amount of $0.9 and $4.4, respectively. The Company's Project Momentum restructuring costs for the quarter and nine months ended June 30, 2024 would be incurred within the Battery & Lights segment in the amount of $15.7 and $56.9, respectively, and the Auto Care segment in the amount of $3.1 and $7.7, respectively.

Previous wording

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 three and six months ended March 31, 2025, the Company incurred incremental costs of $2.7 and 16.7, respectively, primarily related to freight and third-party packaging support to ensure product availability for key customers during the movement and subsequent prove-in of the relocated lines. These costs were incurred within Cost of products sold on the Consolidated (Condensed) Statement of Earnings and Comprehensive Income. The network transition activities as part of Project Momentum are substantially complete and the Company does not anticipate significant network transition costs for the remainder of fiscal 2025.

Current wording

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 three and nine months ended June 30, 2025, the Company incurred incremental costs of $0.9 and $17.6, respectively, primarily related to freight and third-party packaging support to ensure product availability for key customers during the movement and subsequent prove-in of the relocated lines. These costs were incurred within Cost of products sold on the Consolidated (Condensed) Statement of Earnings and Comprehensive Income. The network transition activities as part of Project Momentum are substantially complete and the Company does not anticipate significant network transition costs for the remainder of fiscal 2025.

Previous wording

Energizer reported second fiscal quarter Net earnings of $28.3, or $0.39 per diluted common share, compared to Net earnings of $32.4, or $0.45 per diluted common share, in the prior year second fiscal quarter. Adjusted Diluted net earnings per common share was $0.67 for the second fiscal quarter as compared to $0.72 in the prior year quarter.

Current wording

Energizer reported third fiscal quarter Net earnings of $153.5, or $2.13 per diluted common share, compared to Net loss of $43.8, or a loss of $0.61 per common share, in the prior year third fiscal quarter. Adjusted Diluted net earnings per common share was $1.13 for the third fiscal quarter as compared to $0.79 in the prior year quarter, an increase of 43% on an adjusted basis.

Previous wording

For the six months ended March 31, 2025, Energizer reported Net earnings of $50.6, or $0.69 per diluted common share, compared to Net earnings of $34.3, or $0.47 per diluted common share, in the prior year comparable period. Adjusted diluted net earnings per common share was $1.35 for the six months period as compared to the $1.30 in the prior year comparable period.

Current wording

For the nine months ended June 30, 2025, Energizer reported Net earnings of $204.1, or $2.80 per diluted common share, compared to Net loss of $9.5, or a loss of $0.13 per common share, in the prior year comparable period. Adjusted diluted net earnings per common share was $2.47 for the nine months period as compared to the $2.09 in the prior year comparable period, an increase of 18% on an adjusted basis.

Previous wording

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/modification 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.

Current wording

Net earnings/(loss) and Diluted net earnings/(loss) 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, FY23 & FY24 production credits, impairment of intangible assets, a litigation matter, the Loss on extinguishment/modification 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/(loss) and Diluted net earnings/(loss) 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.

Previous wording

Currency, excluding hyperinflationary markets, unfavorably impacted the quarter ended March 31, 2025 by $2.7 in Earnings before income taxes, or $0.03 per share, compared to the prior year quarter. For the six months ended March 31, 2025, currency, excluding hyperinflationary markets, unfavorably impacted the period by $1.2 in Earnings before income taxes, or $0.01 per share.

Current wording

Currency, excluding hyperinflationary markets, unfavorably impacted the quarter ended June 30, 2025 by $2.5 in Earnings before income taxes, or $0.03 per share, compared to the prior year quarter. For the nine months ended June 30, 2025, currency, excluding hyperinflationary markets, unfavorably impacted the period by $3.7 in Earnings before income taxes, or $0.04 per share.

Previous wording

(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 $1.0 and $22.0 of exchange and related losses for the quarter and six months ended March 31, 2024, respectively, in Other items, net on the Consolidated (Condensed) Statement of Earnings.

Current wording

(7) 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 $22.0 of exchange and related losses for the nine months ended June 30, 2024, respectively, in Other items, net on the Consolidated (Condensed) Statement of Earnings.

Previous wording

(5) The effective tax rate for the Adjusted Net earnings and Adjusted Diluted EPS for the quarters ended March 31, 2025 and 2024 was 23.1% and 23.3%, respectively, and for the six months ended March 31, 2025 and 2024 was 23.9% and 23.6%, respectively, as calculated utilizing the statutory rate for where the costs were incurred.

Current wording

(8) The effective tax rate for the Adjusted Net earnings and Adjusted Diluted EPS for the quarters ended June 30, 2025 and 2024 was 13.5% and 23.2%, respectively, and for the nine months ended June 30, 2025 and 2024 was 19.5% and 23.4%, respectively, as calculated utilizing the statutory rate for where the costs were incurred. The production credit adjustment has no associated statutory tax impact.

Previous wording

Net sales were $662.9 for the second fiscal quarter of 2025, a decrease of $0.4 as compared to the prior year quarter. Organic Net sales improved 1.4%, primarily driven by the following items:

Current wording

Net sales were $725.3 for the third fiscal quarter of 2025, an increase of $23.9 as compared to the prior year quarter. Organic Net sales improved 0.1%, primarily driven by the following items:

Previous wording

Net sales were $1,394.6 for the six months ended March 31, 2025, an increase of $14.7 as compared to the prior year period. Organic Net sales increased 2.6%, driven by the following items:

Current wording

Net sales were $2,119.9 for the nine months ended June 30, 2025, an increase of $38.6 as compared to the prior year period. Organic Net sales increased 1.8%, driven by the following items:

Previous wording

•New and expanded distribution, as well as incremental storm related activity, drove volume increases in Battery & Lights of 3.6%.

Current wording

•Volumes grew 3.2% for the period, driven primarily by new and expanded distribution, as well as incremental storm related activity, in the Battery & Lights business; and

Previous wording

•Partially offsetting the increased volumes were planned strategic pricing and promotional investments of 0.5%.

Current wording

•Partially offsetting the increased volumes were planned strategic pricing and promotional investments of 1.4%.

Previous wording

Gross margin percentageon a reported basis for the second fiscal quarter of 2025 was 39.1%, compared to 38.2% in the prior year. Excluding restructuring costs in the current and prior year of $8.7 and $15.5, respectively, and network transition costs of $2.7 in the current year, Adjusted Gross margin was 40.8% compared to 40.5% in the prior year, an increase of 30 basis points.

Current wording

For the three quarter ended June 30, 2025, excluding prior year production credits of $78.5, restructuring costs in the current and prior year of $2.9 and $13.4, respectively, network transition costs of $0.9 in the current year and acquisition and integration costs of $0.2 in the prior year, Adjusted Gross margin was 44.8% compared to 41.5% in the prior year, an increase of 330 basis points.

Previous wording

Gross margin percentage on a reported basis for the six months ended March 31, 2025 was 37.9%, compared to 37.7%

Current wording

Gross margin percentage on a reported basis for the nine months ended June 30, 2025 was 43.8%, compared to 38.3%

Previous wording

in the prior year. Excluding restructuring costs in the current and prior year of $18.1 and $28.3, respectively, current year network transition costs of $16.7 and prior year acquisition and integration costs of $2.9, Adjusted Gross margin was 40.4% compared to 40.0% in the prior year, an increase of 40 basis points.

Current wording

in the prior year. Excluding prior year production credits of $78.5, restructuring and related costs in the current and prior year of $21.0 and $41.7, respectively, current year network transition costs of $17.6 and prior year acquisition and integration costs of $3.1, Adjusted Gross margin was 41.9% compared to 40.5% in the prior year, an increase of 140 basis points.

Previous wording

Adjusted Gross margin improvement in the second fiscal quarter of 2025 was largely driven by Project Momentum which delivered savings of approximately $16 in the quarter. This benefit was partially offset by product cost impacts from increased freight and warehousing costs, operating inefficiencies as we finalize the network transition as part of Project Momentum, and planned strategic pricing and promotional investments noted above.

Current wording

Adjusted Gross margin improvement in the third fiscal quarter of 2025 was benefited by the FY25 production credit of $33.9 as well as Project Momentum which delivered savings of approximately $12 in the quarter. These benefits were partially offset by product cost impacts from increased freight and warehousing, production inefficiencies associated with rebalancing our network, planned strategic pricing and promotional investments noted above, and a slightly lower margin on the APS NV business.

Previous wording

Adjusted Gross margin improvement for the six months ended March 31, 2025 was largely driven by Project Momentum, which delivered savings of approximately $32 in the period and lower product materials costs. This benefit was partially offset by product cost impacts from increased freight and warehousing costs, operating inefficiencies as we finalize the network transition as part of Project Momentum, and planned strategic pricing and promotional investments noted above.

Current wording

Adjusted Gross margin improvement for the nine months ended June 30, 2025 was largely driven by Project Momentum, which delivered savings of approximately $44 in the period, as well as the FY25 production credits of $33.9. This benefit was partially offset by product cost impacts from increased freight and warehousing costs, operating inefficiencies associated with rebalancing our network as a part of Project Momentum, planned strategic pricing and promotional investments noted above, and a slightly lower margin on the APS NV business.

Previous wording

SG&A was $136.0 in the second fiscal quarter of 2025, or 20.5% of Net sales, as compared to $122.5, or 18.5% of Net sales, in the prior year period. Included in SG&A during the second fiscal quarter of 2025 and 2024 were acquisition and integration costs of $2.3 and $0.7, respectively, and restructuring and related costs of $9.2 and $7.9, respectively. Excluding these restructuring and related costs and acquisition and integration costs, adjusted SG&A was $124.5, or 18.8% of Net sales in the second fiscal quarter of 2025, as compared to $113.9, or 17.2% of Net sales in the prior year period. The year-over-year dollar increase was primarily driven by investment in digital transformation and growth initiatives, as well as increased legal fees. The increase was partially offset by Project Momentum savings of approximately $4 in the quarter.

Current wording

SG&A was $128.3 in the third fiscal quarter of 2025, or 17.7% of Net sales, as compared to $129.6, or 18.5% of Net sales, in the prior year period. Included in SG&A during the third fiscal quarter of 2025 and 2024 were acquisition and integration costs of $1.3 and $1.4, respectively, and restructuring and related costs of $5.1 and $9.8, respectively and a current year credit related to litigation matters of $1.7. Excluding these items, adjusted SG&A was $123.6, or 17.0% of Net sales in the third fiscal quarter of 2025, as compared to $118.4, or 16.9% of Net sales in the prior year period. The year-over-year dollar increase was primarily driven by increased SG&A from the APS NV business of $4.5, investment in digital transformation and growth initiatives, as well as increased legal fees. The increase was partially offset by Project Momentum savings of approximately $3 in the quarter.

Previous wording

SG&A was $267.3 in the six months ended March 31, 2025, or 19.2% of Net sales, as compared to $250.6, or 18.2% of Net sales, in the prior year period. Included in SG&A during the six months ended March 31, 2025 and 2024 were acquisition and integration costs of $3.5 and $1.4, respectively, and restructuring and related costs of $20.1 and $17.5, respectively. Excluding these restructuring and related costs and acquisition and integration costs, adjusted SG&A was $243.7, or 17.5% of Net sales in the six months ended March 31, 2025, as compared to $231.7, or 16.8% of Net sales in the prior year period. The year-over-year dollar increase was primarily driven by investment in digital transformation and growth initiatives, increased depreciation expense related to these digital transformation initiatives, as well as increased legal fees. The increase was partially offset by Project Momentum savings of approximately $7 in the period.

Current wording

SG&A was $395.6 in the nine months ended June 30, 2025, or 18.7% of Net sales, as compared to $380.2, or 18.3% of Net sales, in the prior year period. Included in SG&A during the nine months ended June 30, 2025 and 2024 were acquisition and integration costs of $4.8 and $2.8, respectively, and restructuring and related costs of $25.2 and $27.3, respectively, and a current year credit related to litigation matters of $1.7. Excluding these items, adjusted SG&A was $367.3, or 17.3% of Net sales in the nine months ended June 30, 2025, as compared to $350.1, or 16.8% of Net sales in the prior year period. The year-over-year dollar increase was primarily driven by increased SG&A from the APS NV business of $4.5, investment in digital transformation and growth initiatives, increased depreciation expense related to these digital transformation initiatives, as well as increased legal fees. The increase was partially offset by Project Momentum savings of approximately $10 in the period.

Previous wording

Advertising and sales promotion expense (A&P) was $20.8, or 3.1% of net sales, in the second fiscal quarter of 2025, as compared to $21.4, or 3.2% of Net sales, in the second fiscal quarter of 2024. A&P was $74.2, or 5.3% of net sales, in the six months ended March 31, 2025, as compared to $68.4, or 5.0% of Net sales, in the prior year comparative period. The year-over-year increase in the first half of the year was primarily driven by increased investment behind our brands and business to support the key holiday season.

Current wording

Advertising and sales promotion expense (A&P) was $43.4, or 6.0% of net sales, in the third fiscal quarter of 2025, as compared to $37.9, or 5.4% of Net sales, in the third fiscal quarter of 2024. A&P was $117.6, or 5.5% of net sales, in the nine months ended June 30, 2025, as compared to $106.3, or 5.1% of Net sales, in the prior year comparative period. The dollar increase in the third fiscal quarter was primarily driven by investment in the launch of our Podium Series. The year-over-year increase was primarily driven by increased investment behind our brands, including the launch of our Podium Series, and to support the key holiday season.

Previous wording

R&D was $8.1, or 1.2% of Net sales, for the quarter ended March 31, 2025, as compared to $7.9, or 1.2% of Net sales, in the prior year comparative period. R&D was $16.1, or 1.2% of Net sales, for the six months ended March 31, 2025, as compared to $15.7, or 1.1% of Net sales, in the prior year comparative period.

Current wording

R&D was $8.2, or 1.1% of Net sales, for the quarter ended June 30, 2025, as compared to $7.4, or 1.1% of Net sales, in the prior year comparative period. R&D was $24.3, or 1.1% of Net sales, for the nine months ended June 30, 2025, as compared to $23.1, or 1.1% of Net sales, in the prior year comparative period.

Previous wording

Interest expensewas $38.0 for the second fiscal quarter of 2025 compared to $38.7 for the prior year comparative period. For the six months ended March 31, 2025 interest expense was $75.0 as compared to $79.4 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.

Current wording

Interest expensewas $39.0 for the third fiscal quarter of 2025, essentially flat compared to $38.5 for the prior year comparative period. For the nine months ended June 30, 2025 interest expense was $114.0 as compared to $117.9 for the prior year comparative period. The lower interest expense was due to a lower average outstanding debt balance in the current year.

Previous wording

Loss on extinguishment/modification of debt was $5.2 and $0.4 for the second fiscal quarters of 2025 and 2024, respectively, and $5.3 and $0.9 for the six months ended March 31, 2025 and 2024, respectively. During March 2025, the Company refinanced and extended the maturity of both its $760 Term Loan and $500 Revolving Credit Facility resulting in the majority of the loss on extinguishment/modification in fiscal 2025. The prior year amount was related to early repayments on the previously outstanding term loan.

Current wording

Loss on extinguishment/modification of debt was $1.2 for the third fiscal quarter of 2024, and $5.3 and $2.1 for the nine months ended June 30, 2025 and 2024, respectively. During March 2025, the Company refinanced and extended the maturity of both its $760 Term Loan and $500 Revolving Credit Facility resulting in the majority of the loss on extinguishment/modification in fiscal 2025. The prior year amount was related to early repayments on the previously outstanding term loan and term loan reprice completed during the prior year.

Previous wording

Other items, netwas a benefit of $0.2 and an expense of $5.5 for the second fiscal quarters of 2025 and 2024, respectively. Other items, net was a benefit of $5.2 and a expense of $24.5 for the six months ended March 31, 2025 and 2024, respectively.

Current wording

Other items, netwas an expense of $1.9 and a benefit of $5.0 for the third fiscal quarters of 2025 and 2024, respectively. Other items, net was a benefit of $3.3 and a expense of $19.5 for the nine months ended June 30, 2025 and 2024, respectively.

Previous wording

(1) Foreign currency exchange loss includes the currency impact from the December 2023 Argentina economic reform. During December 2023, a new president wasinaugurated 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 $1.0 and $22.0 of exchange and related losses for the three and six months ended March 31, 2024, respectively, in Other items, net on the Consolidated (Condensed) Statement of Earnings.

Current wording

(1) Foreign currency exchange loss/(gain) includes the currency impact from the December 2023 Argentina economic reform. During December 2023, a new president wasinaugurated 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 for the nine months ended June 30, 2024, respectively, in Other items, net on the Consolidated (Condensed) Statement of Earnings.

Previous wording

The effective tax rate on a year to date basis was 23.9% as compared to 33.8% 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/modification in debt and the December 2023 Argentina Economic Reform, the year to date adjusted effective tax rate was 23.9% as compared to 23.6% in the prior year. The higher current year rate is driven by the higher foreign rate differential compared to the prior year.

Current wording

The effective tax rate on a year to date basis was expense of 11.5% as compared to 66.7% in the prior year. The current year rates are impacted by the retroactive and current year production credits recorded in the current period. The prior year rate was driven by the charges from the December 2023 Argentina Reform which did not result in a statutory tax benefit as well as the non-cash intangible impairment.

Showing the first 40 of 77 pairs. Open the source sections for the rest.

Rearranged current paragraphs (1)

Current report — wording carried from elsewhere

December 2023 Argentina Economic Reform, the year to date adjusted effective tax rate was 19.5% as compared to 23.4% in the prior year. The current year rate is lower due to the FY25 production credits.
Rearranged previous paragraphs (3)

Previous report — wording carried elsewhere

Economic Reform, as well as the related tax impact for these items, calculated utilizing the statutory rate for where the impact was incurred.

Previous report — wording carried elsewhere

result, Argentina's operating costs rose quicker than the Company was able to implement price increases to offset the rising

Previous report — wording carried elsewhere

•Partially offsetting the increased volumes were planned strategic pricing and promotional investments of 1.3%.