32
Net Sales (In millions)
Quarter Ended December 31, 2017
|
| | | | | |
| Quarter Ended December 31, 2017 |
| $ Change | % Chg |
Americas | | |
Net sales - FY '17 | $ | 365.1 |
| |
Organic | 7.2 |
| 2.0 | % |
Impact of currency | 0.8 |
| 0.2 | % |
Net Sales - FY '18 | $ | 373.1 |
| 2.2 | % |
| | |
EMEA | | |
Net sales - FY '17 | $ | 114.7 |
| |
Organic | (3.0 | ) | (2.6 | )% |
Impact of currency | 5.9 |
| 5.1 | % |
Net Sales - FY '18 | $ | 117.6 |
| 2.5 | % |
| | |
Asia Pacific | | |
Net sales - FY '17 | $ | 79.8 |
| |
Organic | 1.7 |
| 2.1 | % |
Impact of currency | 1.1 |
| 1.4 | % |
Net Sales - FY '18 | $ | 82.6 |
| 3.5 | % |
| | |
Total Net Sales | | |
Net sales - FY '17 | $ | 559.6 |
| |
Organic | 5.9 |
| 1.1 | % |
Impact of currency | 7.8 |
| 1.3 | % |
Net Sales - FY '18 | $ | 573.3 |
| 2.4 | % |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
Segment Net sales | For the Quarters Ended March 31, 2024 | | For the Six Months Ended March 31, 2024 | |
| $ Change | | % Chg | | $ Change | | % Chg | |
Batteries & Lights | | | | | | | | |
Net sales - prior year | $ | 505.9 | | | | | $ | 1,177.5 | | | | |
Organic | (22.6) | | | (4.5) | % | | (83.4) | | | (7.1) | % | |
Change in Argentina Operations | (3.4) | | | (0.7) | % | | (4.1) | | | (0.3) | % | |
| | | | | | | | |
Impact of currency | 1.1 | | | 0.3 | % | | 8.8 | | | 0.7 | % | |
Net sales - current year | $ | 481.0 | | | (4.9) | % | | $ | 1,098.8 | | | (6.7) | % | |
| | | | | | | | |
Auto Care | | | | | | | | |
Net sales - prior year | $ | 178.2 | | | | | $ | 271.7 | | | | |
Organic | 4.2 | | | 2.4 | % | | 8.7 | | | 3.2 | % | |
Change in Argentina Operations | (0.2) | | | (0.1) | % | | (0.4) | | | (0.1) | % | |
| | | | | | | | |
Impact of currency | 0.1 | | | — | % | | 1.1 | | | 0.4 | % | |
Net sales - current year | $ | 182.3 | | | 2.3 | % | | $ | 281.1 | | | 3.5 | % | |
| | | | | | | | |
Total Net sales | | | | | | | | |
Net sales - prior year | $ | 684.1 | | | | | $ | 1,449.2 | | | | |
Organic | (18.4) | | | (2.7) | % | | (74.7) | | | (5.2) | % | |
Change in Argentina Operations | (3.6) | | | (0.5) | % | | (4.5) | | | (0.3) | % | |
| | | | | | | | |
Impact of currency | 1.2 | | | 0.2 | % | | 9.9 | | | 0.7 | % | |
Net sales - current year | $ | 663.3 | | | (3.0) | % | | $ | 1,379.9 | | | (4.8) | % | |
Results for the Quarter Ended DecemberMarch 31, 20172024
AmericasBattery & Lights reported a netNet sales decreased 4.9% as compared to the prior year period. Organic Net sales decreased $22.6, or 4.5%, for the second fiscal quarter. The organic decrease was primarily due to pricing declines driven by planned strategic pricing and promotional investments in the quarter (approximately 4.3%).
Auto Care reported Net sales increased 2.3% as compared to the prior year period, driven by an organic Net sales increase of 2.2% which was positively impacted$4.2, or 2.4%. Increased volumes from global distribution gains (approximately 3.0%) drove the growth. Partially offsetting the increase were pricing declines driven by foreign currency of 0.8, or 0.2%. Organic net sales increased 2.0% due primarily to price increasesplanned strategic pricing and promotional investments in the favorable net impact of our portfolio optimization. These amounts were partially offset byquarter (approximately 0.6%).
Results for the retailer merchandising changes, lapping of storm volume and the May 2017 divestiture of the non-core promotional sales business acquired with the auto care acquisition.Six Months Ended March 31, 2024
EMEABattery & Lights reported net sales increased 2.5% positively impacted by foreign currency of 5.1%. Organic netNet sales decreased by 2.6% driven by6.7% as compared to the shift ofprior year period. Organic Net sales decreased $83.4, or 7.1%, compared to prior year. The organic decrease was due to earlier holiday orders intocompared to the prior year, which benefited the fourth quarter of fiscal 2017.
Asia Pacific reported net sales increased by 3.5%, including the positive impact of foreign currency of 1.4%. Organic net sales increased 2.1%2023 and weaker performance at non-tracked channels (approximately 4.8%) and pricing declines driven by price increases takenplanned strategic pricing and promotional investments in several markets.the period (approximately 2.3%).
Segment Profit (In millions)Auto Care reported Net sales increase of 3.5% as compared to the prior year period, driven by an organic Net sales increase of $8.7, or 3.2%. The increase was driven by increased distribution globally (approximately 2.3%), increased volumes from timing of refrigerant sales (approximately 0.6%) and the net benefit of global pricing actions and promotional activity in the period (approximately 0.3%).
Quarter Ended December 31, 2017
|
| | | | | |
| Quarter Ended December 31, 2017 |
| $ Change | % Chg |
Americas | | |
Segment Profit - FY '17 | $ | 123.1 |
| |
Organic | (0.5 | ) | (0.4 | )% |
Impact of currency | 0.5 |
| 0.4 | % |
Segment Profit - FY '18 | $ | 123.1 |
| — | % |
| | |
EMEA | | |
Segment Profit - FY '17 | $ | 26.1 |
| |
Organic | (4.5 | ) | (17.2 | )% |
Impact of currency | 3.9 |
| 14.9 | % |
Segment Profit - FY '18 | $ | 25.5 |
| (2.3 | )% |
| | |
Asia Pacific | | |
Segment Profit - FY '17 | $ | 24.7 |
| |
Organic | (1.5 | ) | (6.1 | )% |
Impact of currency | 0.5 |
| 2.1 | % |
Segment Profit - FY '18 | $ | 23.7 |
| (4.0 | )% |
| | |
Total Segment Profit | | |
Segment Profit - FY '17 | $ | 173.9 |
| |
Organic | (6.5 | ) | (3.7 | )% |
Impact of currency | 4.9 |
| 2.8 | % |
Segment Profit - FY '18 | $ | 172.3 |
| (0.9 | )% |
| | | | | | | | | | | | | | | | | | | | | | | |
Segment Profit | For the Quarters Ended March 31, 2024 | | For the Six Months Ended March 31, 2024 |
| $ Change | | % Chg | | $ Change | | % Chg |
Batteries & Lights | | | | | | | |
Segment profit - prior year | $ | 114.5 | | | | | $ | 252.8 | | | |
Organic | 2.1 | | | 1.8 | % | | (4.7) | | | (1.9) | % |
Change in Argentina Operations | (2.2) | | | (1.9) | % | | (1.2) | | | (0.5) | % |
| | | | | | | |
Impact of currency | (0.9) | | | (0.8) | % | | (1.0) | | | (0.3) | % |
Segment profit - current year | $ | 113.5 | | | (0.9) | % | | $ | 245.9 | | | (2.7) | % |
| | | | | | | |
Auto Care | | | | | | | |
Segment profit - prior year | 29.4 | | | | | 40.0 | | | |
Organic | 10.9 | | | 37.1 | % | | 6.3 | | | 15.8 | % |
Change in Argentina Operations | — | | | — | % | | — | | | — | % |
Impact of currency | 0.1 | | | 0.3 | % | | 1.0 | | | 2.5 | % |
Segment profit - current year | $ | 40.4 | | | 37.4 | % | | $ | 47.3 | | | 18.3 | % |
| | | | | | | |
Total Segment profit | | | | | | | |
Segment profit - prior year | 143.9 | | | | | 292.8 | | | |
Organic | 13.0 | | | 9.0 | % | | 1.6 | | | 0.5 | % |
Change in Argentina Operations | (2.2) | | | (1.5) | % | | (1.2) | | | (0.4) | % |
| | | | | | | |
Impact of currency | (0.8) | | | (0.6) | % | | — | | | — | % |
Segment profit - current year | $ | 153.9 | | | 6.9 | % | | $ | 293.2 | | | 0.1 | % |
Refer to Note 6,5, Segments, in the unaudited Condensed Consolidated (Condensed) Financial Statements for a reconciliation from segment profit to earnings before income taxes.
Results for the Quarter Ended DecemberMarch 31, 20172024
Global reported Segment profit increased 6.9% as compared to the prior year. Organic Segment profit increased was $13.0, or 9.0%. The organic increase was driven by higher Gross margin and decreased SG&A spending due to Project Momentum savings. The increase was partially offset by the organic Net sales decline discussed above and higher A&P spending compared to the prior year.
Battery & Lights reported Segment profit decreased by 0.9% as compared to the prior year. Organic Segment profit increased by $2.1, or 1.8%. The organic increase was driven by higher Gross margin and decreased SG&A spending due to Project Momentum savings. The increase was partially offset by the organic Net sales decline discussed above and higher A&P spending compared to the prior year.
Auto Care reported segment profit increased by 37.4% as compared to the prior year. Organic segment profit increased by $10.9, or 37.1%. The increase was driven by higher organic Net sales discussed above and improved gross margin due to Project Momentum savings. This was partially offset by slightly higher A&P spending over prior year.
Results for the Six Months Ended March 31, 2024
Global reported segment profit declined by $1.6, or 0.9%. Excluding the favorable movement in foreign currencies of $4.9, organic segment profit decreased $6.5, or 3.7%, in the current fiscal period. Top-line growth in the quarter was more than offset by increases in SG&A due to our continuous improvement initiatives to simplify and streamline our business processes to reduce costs and higher A&P spending related to our portfolio optimization and holiday programs.
Americas reported segment profit remained flatincreased 0.1% as compared to the prior period inclusive ofyear. Organic profit increased $1.6, or 0.5%. The organic increase was driven by higher Gross margin and reduced SG&A and A&P spending compared to the positive impact from foreign currency of $0.5.prior year. This was partially offset by the decline in organic Net sales discussed above.
Battery & Lights reported segment profit decreased by 2.7% as compared to the prior year. Organic segment profit decreased by $0.5 as top-line growth was fully$4.7, or 1.9%, due to the organic net sales decline discussed above, partially offset by increasedimproved gross margin from Project Momentum savings and reduced SG&A and A&P spending in support of portfolio initiatives and holiday programs.compared to the prior year.
EMEAAuto Care reported segment profit declined $0.6 inclusive ofincreased by 18.3% as compared to the positive impact from foreign currency of $3.9.prior year. Organic segment profit decreasedincreased by $4.5$6.3, or 15.8%. The increase was driven by the decrease inhigher organic Net sales discussed above and improved gross margin due to the shift of holiday orders into the fourth quarter of fiscal 2017Project Momentum savings, as well as increased overhead spending due to current year investments in our continuous improvement initiatives.
Asia Pacific reported segment profit decreased $1.0. Excluding the favorable impact from foreign currency of $0.5, organic segment profit declined by $1.5 as top-line growthreduced A&P spending. This was more thanpartially offset by increased overheadhigher SG&A spending duecompared to current year investments in our continuous improvement initiatives.prior year.
| | | | | | | | | | | | | | | | | | | | | | | |
General Corporate | For the Quarters Ended March 31, 2024 | | For the Six Months Ended March 31, 2024 |
| 2024 | | 2023 | | 2024 | | 2023 |
General corporate and other expenses | $ | 28.3 | | | $ | 27.8 | | | $ | 57.5 | | | $ | 53.2 | |
| | | | | | | |
| | | | | | | |
% of Net Sales | 4.3 | % | | 4.1 | % | | 4.2 | % | | 3.7 | % |
General Corporate and Global Marketing Expenses
|
| | | | | | | |
| For the Quarter Ended December 31, |
| 2017 | | 2016 |
General corporate and other expenses | $ | 21.6 |
| | $ | 17.2 |
|
Global marketing expense | 3.2 |
| | 3.0 |
|
General corporate and global marketing expense | $ | 24.8 |
| | $ | 20.2 |
|
% of Net Sales | 4.3 | % | | 3.6 | % |
For the quarter ended DecemberMarch 31, 2017, general2024, General corporate and other expenses were $21.6,$28.3, an increase of $4.4$0.5 as compared to the prior year comparative period dueperiod. For the six months ended March 31, 2024, General corporate and other expenses were $57.5, an increase of $4.3 as compared to increased compensation costs andthe prior year comparative period. The increase was primarily driven by higher mark to market expenseexpenses on our unfunded deferred compensation liability.
For the quarter ended December 31, 2017, global marketing expenses were $3.2 compared to $3.0plans as well as increased stock compensation, travel and factoring fees in the prior year comparative periods. The global marketing expense represents a center led approach to managing global marketing activities in support our brands.current year.
Liquidity and Capital Resources
Energizer’s primary future cash needs will be centered on operating activities, working capital, strategic investments and strategic investments.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, (ii)(iii) the liquidity of the overall capital markets and (iii)(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, 20172023 filed with the Securities and Exchange Commission on November 14, 2017 as well as in Item 1A. Risk Factors of this Form 10-Q.2023 for additional information.
Cash is managed centrally with net earnings reinvested locally and working capital requirements met from existing liquid funds. At DecemberMarch 31, 2017,2024, Energizer had $454.3$158.1 of cash and cash equivalents, substantially allapproximately 94% 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.
TheIn December 2020, the Company hasentered into a $350.0 senior securedCredit Agreement which provided for a 5-year $400.0 revolving credit facility (Revolving(2020 Revolving Facility) which matures in 2020.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.
At March 31, 2024, the Company had $841.0 outstanding on the Term Loan. 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 will bear interest at LIBORa rate per annum equal to, at the option of the Company, SOFR or the Base Rate (as defined) plus the applicable margin basedmargin. The Term Loan bears interest at a rate per annum equal to SOFR plus the applicable margin.
During the quarter and six months ended March 31, 2024 the company pre-paid $60.0 and $135.0, respectively, of the Term Loan. The write-off of associated deferred financing fees resulted in a Loss on extinguishment of debt during the quarter and six months ended March 31, 2024 of $0.4 and $0.9, respectively.
During the first half of fiscal 2023, the Company repurchased $16.3 of the 4.750% Senior Notes due in 2028 and $8.7 of the 4.375% Senior Notes due in 2029 at a total discount of $3.4. The Company leverage. also paid down $131.0 of the Term Loan. The extinguishment of this debt, less the write-off of associated deferred financing fees, resulted in a loss on extinguishment of debt for the three months ended March 31, 2023 of $0.9 and a gain for the six months ended March 31, 2023 of $2.0.
As of DecemberMarch 31, 2017,2024, the Company had $87.5 ofno outstanding borrowings under the 2020 Revolving Facility and had $6.7$7.6 of outstanding letters of credit. Taking into account outstanding letters of credit, $255.8 remains$492.4 remained available under the 2020 Revolving Facility as of DecemberMarch 31, 2017.
Subsequent to the quarter, on January 15, 2018, the Company entered into a definitive acquisition agreement with Spectrum Brands Holdings, Inc. to acquire its global battery, lighting, and portable power business for a purchase price of $2,000.0 in cash, subject to certain purchase price adjustments. Energizer intends to fund the acquisition through a combination of existing cash and committed debt facilities, expected to ultimately consist of a new term loan and senior notes. In addition, Energizer intends to maintain its existing senior notes, maturing in 2025. The closing of this transaction is subject to various conditions and regulatory approvals.
2024. The Company is also committed to pay a $100.0 termination fee to Spectrum if the transaction does not close by July 15, 2019, and all conditions precedent to the Company’s obligation to consummate the acquisition have otherwise been satisfied except for one or more of the regulatory approval conditions specified in the acquisition agreement. Success fees are due to the financial adviser of $13.0, of which $2.0 was paid in Januarycompliance with the remainderprovisions and covenants associated with its debt agreements, and expects to be paid subject toremain in compliance throughout the closing of the transaction.next twelve months.
Operating Activities
Cash flow from operating activities was $141.0$214.9 in the threesix months ended DecemberMarch 31, 2017,2024, as compared to $91.8$210.2 in the prior year comparative period. The increaseThis change in cash flows of $4.7 was primarily driven by theworking capital changes, year over year, improvementof approximately $31, partially offset by the decline in Net earnings excluding non-cash adjustments. The working capital change of $38.5. Accountsapproximately $31 was primarily a result of the increased accounts receivable collections, net of trade spend, year over year, of approximately $98 and a net increase in other current assets and liabilities of approximately $7. This was the main driver in the working capital improvement as the strong operating performance in the last quarterpartially offset by year over year increased inventory of fiscal 2017, largely driven by hurricane activity in the U.S., distribution gains in international marketsapproximately $62 and decreased accounts payable, of approximately $12 due to timing of holiday activity resulted in higher collections in the first fiscal quarter of 2018 as compared to 2017.payments.
Investing Activities
Net cash used by investing activities was $5.5$64.6 and $0.6 in three$18.0 for the six months ended DecemberMarch 31, 20172024 and 2016,2023, respectively, and consisted of the following:
•Capital expenditures of $5.5$52.0 and $4.9$18.7 in the threesix months ended DecemberMarch 31, 20172024 and 2016, respectively. These capital expenditures2023, respectively;
•Proceeds from assets sales were funded by$0.7 in the six months ended March 31, 2023;
•Acquisitions, net of cash flow from operations.
The prior year expenditures were partially offset by proceedsacquired, was an outflow of $11.6 from the purchase of battery manufacturing assets in Belgium in the first quarter of fiscal 2024;
•Purchase of available-for-sale securities was $5.2 in the six months ended March 31, 2024, related to the purchase of bonds issued by the Argentina Central bank, named BOPREALs; and
•Proceeds from sale of assets of $4.3available-for-sale securities were $4.2 in the six months ended March 31, 2024, related to the sale of two previously closed facilities.BOPREALs.
Investing cash outflows of approximately $30$95 to $35$105 are anticipated for the fullin fiscal year 20182024 for capital expenditures relating toexpenditures. This includes normal maintenance, product development and cost reduction initiatives. Total capital expenditures are expectedinvestments, as well as approximately $35 to be financed with funds generated$45 of investment from operations.Project Momentum initiatives including IT systems.
Financing Activities
Net cash used by financing activities was $63.9$193.9 for the threesix months ended DecemberMarch 31, 20172024 as compared to $63.2$203.4 in the prior fiscal year comparative period.
For threethe six months ended DecemberMarch 31, 2017,2024, cash flow used by financing activities consists of the following:
Net increase in debt with original maturities of 90 days or less of $6.5;
Dividends paid of $17.6 (see below);
Common stock repurchases of $50.0 at an average price of $44.41 per share (see below);
Taxes paid for withheld share-based payments of $1.8; and
•Payments of debt with maturities greater than 90 days of $1.0.
$141.4 primarily related to term loan principal payments;
For the three months ended December 31, 2016, cash used by financing activities consisted of the following:
•Net decrease in debt with original maturities of 90 days or less of $27.9,$3.6 primarily related to the repayment ofinternational borrowings;
borrowings on our Revolving Facility;
•Dividends paid on common stock of $18.1;$44.2 (see below); and
Common stock repurchases of $8.1 at an average price of $44.43 per share;
•Taxes paid for withheld share-based payments of $8.1; and$4.7.
For the six months ended March 31, 2023, cash used by financing activities consisted of the following:
•Payments of debt with maturities greater than 90 days of $1.0.$152.9, primarily related to the early retirement of Senior notes of $21.6 and the term loan principal payments of $131.0;
•Net decrease in debt with original maturities of 90 days or less of $5.3 primarily related to repayment of international borrowings;
•Dividends paid on common stock of $43.3; and
•Taxes paid for withheld share-based payments of $1.9.
Dividends
On November 13, 2017,6, 2023, the Board of Directors declared a cash dividend for the first quarter of fiscal 20182024 of $0.29$0.30 per share of common stock. The dividend was paidstock, payable on December 14, 2017 to shareholders on record as of November 30, 2017 and totaled $17.3. The incremental dividend payments of $0.3 made in the first three months of 2018 were related to restricted stock awards that vested during November 2017.
Subsequent to the fiscal quarter end, on2023. On January 29, 2018,2024, the Board of Directors declared a cash dividend for the second quarter of 20182024 of $0.29$0.30 per share of common stock, payable on March 13, 201814, 2024. Subsequent to the end of the fiscal quarter, on April 29, 2024, the Board of Directors declared a cash dividend for the third quarter of 2024 of $0.30 per share of common stock, payable on June 12, 2024, to all shareholders of record as of the close of business February 20, 2018.on May 22, 2024.
Share Repurchases
In July 2015,November 2020, the Company's Board of Directors approvedput in place an authorization for the Company to acquire up to 7.5 million shares of its common stock. During the three months ended December 31, 2017, theThe Company repurchased 1,126,379has 5.0 million shares at an average price of $44.41 per share, or $50.0,remaining under this authorization.
Future share repurchase,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.
From July 2015 and Share repurchases may be effected through the date of this filing, a total of 3.3 million shares were repurchased on the open market at an average pricepurchases or privately negotiated transactions, including repurchase plans that satisfy the conditions of $42.17 underRule 10b5-1 of the current shareSecurities 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 authorization. At January 31, 2018, the date of this filing, 4.2 million shares remain available for repurchase.
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 DecemberMarch 31, 20172024 were $5.2.$15.6. 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.
Contractual Obligations
A summaryThe 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
Energizer's significant contractual obligations at December 31, 2017$3,217.4 based on the defined terms of our debt agreements. Within the next twelve months, the Company is
show below: |
| | | | | | | | | | | | | | | |
| Total | Less than 1 year | 1 - 3 years | 3 - 5 years | More than 5 years |
Long term debt, including current maturities | $ | 991.0 |
| $ | 4.0 |
| $ | 8.0 |
| $ | 379.0 |
| $ | 600.0 |
|
Interest on long-term debt (1) | 310.3 |
| 27.2 |
| 94.0 |
| 90.1 |
| 99.0 |
|
Notes payable | 110.5 |
| 110.5 |
| — |
| — |
| — |
|
Operating leases | 55.0 |
| 9.4 |
| 20.4 |
| 8.1 |
| 17.1 |
|
Pension plans (2) | 7.7 |
| 7.7 |
| — |
| — |
| — |
|
Purchase obligations and other (3) | 98.2 |
| 48.6 |
| 49.6 |
| — |
| — |
|
Mandatory transition tax | 30.0 |
| 2.6 |
| 4.7 |
| 9.2 |
| 13.5 |
|
Total | $ | 1,602.7 |
| $ | 210.0 |
| $ | 176.7 |
| $ | 486.4 |
| $ | 729.6 |
|
(1) The above table isobligated to pay $12.0 of this total debt. Our interest commitments based uponon the current debt balance and LIBORSOFR rate as of Decemberon drawn debt at March 31, 2017. In March 2017, Energizer2024 is $657.4, with $140.8 expected within the next twelve months. The Company has entered into an interest rate swap agreement with one major financial institution that fixed the variable benchmark component (LIBOR)(SOFR) on $200$700.0 of Energizer's variable rate debt through June 2022 at an interest rate of 2.03%.debt. Refer to Note 9, Debt, for further details.
(2) Globally, total expected pension contributions for the Company for fiscal year 2018 are estimated to be $8.9.
The Company has made paymentsan obligation to pay a mandatory transition tax of $1.2 year to date.$16.7. The projected payments beyondfirst payment of $3.9 was paid in the second fiscal quarter of 2024. The second payment of $5.7 is due in the second quarter of fiscal 2025 with the remainder due in fiscal year 2018 are not currently estimable.2026.
(3) Included in the table above are
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 $5.9. Of this amount, $3.4 is due within the next twelve months. Refer to Note 14, 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 March 31, 2024 are $148.3 and $91.7, respectively. Within the next twelve months, operating and finance lease payments are expected to be $20.2 and $4.0, 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 DecemberMarch 31, 20172024 and September 30, 2017,2023, Energizer had an unrealized pre-tax lossgain of $4.2$0.6 and $5.8,an $3.3, respectively, on these forward currency contracts accounted for as cash flow hedges, included in Accumulated other comprehensive loss on the Unaudited Condensed Consolidated (Condensed) Balance Sheets. Assuming foreign exchange rates versus the U.S. dollar remain at DecemberMarch 31, 20172024 levels over the next twelve months, $4.1$0.6 of the pre-tax lossgain included in Accumulated other comprehensive loss at DecemberMarch 31, 2017,2024 is expected to be includedrecognized in earnings. Contract maturities for these hedges extend into fiscal year 2019.2025.
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 resulted in a loss of $2.7 and a gain of $0.1 for the quarterquarters ended DecemberMarch 31, 20172024 and 2023, respectively, and resulted in incomegains of $0.3$0.5 and expense of $1.9$0.6 for the quartersix months ended DecemberMarch 31, 20162024 and was2023, respectively. These
gains and losses were recorded in Other items, net on the unaudited Consolidated (Condensed) Statements of Earnings and Comprehensive Income (Condensed).Income.
Commodity Price Exposure
The Company uses raw materials that are subject to price volatility. TheAt times, the Company has used, and may in the future use,uses hedging instruments to reduce exposure to variability in cash flows associated with future purchases of certain raw materials and commodities. At December
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 2025. There were 19 open contracts at March 31, 2017, there were no open derivative or hedging instruments for future purchases2024, with a total notional value of raw materials or commodities.approximately $29. The Company had an unrealized pre-tax loss of $0.5 and $0.7 on these hedges at March 31, 2024 and September 30, 2023, respectively, 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 DecemberMarch 31, 2017,2024, Energizer had variable rate debt outstanding with an original principal balance of $400.0$841.0 under the 2020 Term Loan. In March 2017, the
The Company also entered intohas an interest rate swap agreement with one major financial institution that fixedfixes the variable benchmark component (LIBOR) on $200.0 of Energizer's variable rate debt through June 2022(SOFR) at an interest rate of 2.03%.1.042% on variable rate debt of $700.0. The notional value of the swap will stay at this value through December 22, 2024 and then will decrease by $100.0 on December 22, 2024 and by $100.0 each year thereafter until its termination date on December 22, 2027. The notional value of the swap was $700.0 at March 31, 2024.
At March 31, 2024 and September 30, 2023, Energizer recorded a unrealized pre-tax gain of $62.7 and $79.8, respectively, on the interest rate swap. For the quarter ended DecemberMarch 31, 2017,2024, our weighted average interest rate on variable rate debt, inclusive of the interest rate swap, was 3.42%4.04%.
Argentina Currency Exposure and Hyperinflation
Effective July 1, 2018, the financial statements for our Argentina subsidiary were consolidated under the rules governing the translation of financial information in a highly inflationary economy. Under U.S. GAAP, an economy is considered highly inflationary if the cumulative inflation rate for a three year period meets or exceeds 100 percent. The Argentina economy exceeded the three year cumulative inflation rate of 100 percent as of June 2018 and remains highly inflationary as of March 31, 2024. 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.
In November 2023, a new president was elected in Argentina who is implementing significant economic reform. Upon his inauguration in December 2023, the government devalued the Argentine Peso (ARS) approximately 50%. On December 13th, the ARS exchange rate moved from 367:1 to 800:1 with the USD. The rate remained around this level throughout December, ending December 31, 2023 at a rate of 808:1. The rates remained relatively consistent throughout the second quarter, ending March 31, 2024 at 858:1. The currency devaluation had a significant impact on the remeasurement of the Company's monetary assets and liabilities during the first quarter of fiscal 2024.
As of September 30, 2023, the Company's assets and liabilities on the Argentina legal subsidiary balance sheet translated to USD was $40.1 and $14.7, respectively. The translated asset and liability balances declined to $25.8 and $14.6, respectively, at December 31, 2023, and resulted in an exchange loss of $14.7 in Other items, net during the month of December. The Company does not manufacture in Argentina and is an importer primarily of batteries in this region. As a result, the liability balances included USD denominated debt of $10.3 and $8.8 at December 31, 2023 and September 30, 2023, respectively. In addition to the revaluation, the Company also recorded $6.3 of transactional currency exchange losses in Other items, net during December 2023.
During the quarter ended March 31, 2024, the Company recorded a loss of $1.0 on the purchase and sale of bonds issued by the Argentina Central Bank (BCRA), named BOPREALs, which were issued to provide a USD denominated instrument for import
companies to pay import debts existing before December 12, 2023, and regulate the flow of reserves from BCRA. As of March 31, 2024, the USD denominated debt has decreased to $8.6.
It is difficult to determine what continuing impact the new president and his economic reforms 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 USD and the amount of monetary assets and liabilities included in our affiliates' balance sheet, as well as any additional reforms that may be issued by the new Argentine Administration.
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 DecemberMarch 31, 2017,2024, 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.
TheyThe 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 DecemberMarch 31, 20172024 that has materially affected or is reasonably likely to materially affect the Company's internal control over financial reporting.
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.
Item 1A. Risk Factors
Our Annual Report on Form 10-K for the year ended September 30, 2017,2023, which was filed with the Securities and Exchange Commission on November 14, 2017,2023, contains a detailed discussion of risk factors that could materially adversely affect our business, our operating results or our financial condition. There have been no material changes to the risk factors included in our Annual Report on Form 10-K for the year ended September 30, 2017, except for the addition of the following:10-K.
Risks Related to the Acquisition of the Global Battery, Lighting, and Portable Power Business of Spectrum Brands Holdings, Inc. (the “Acquisition”)
The pending Acquisition is subject to the satisfaction of certain conditions, including obtaining required regulatory approvals, and may not be consummated, and if not consummated under certain circumstances, we may be subject to monetary or other damages under the acquisition agreement.
On January 16, 2018, we announced that we had entered into a definitive acquisition agreement to acquire the global battery, lighting, and portable power business (the “Business”) of Spectrum Brands Holdings, Inc. (“Spectrum”). The consummation of the Acquisition is subject to certain customary conditions, including, among other things, (i) the absence of a material adverse effect on the Business, (ii) the expiration or termination of required waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (the “HSR Act”), (iii) the receipt of certain other antitrust approvals in certain specified foreign jurisdictions (the conditions contained in (ii) and (iii) together, the “Antitrust Conditions”), (iv) the accuracy of the representations and warranties of the parties (generally subject to a customary material adverse effect standard (as described in the acquisition agreement) or other customary materiality qualifications), (v) the absence of governmental restrictions on the consummation of the Acquisition in certain jurisdictions, and (vi) material compliance by the parties with their respective covenants and agreements under the acquisition agreement.
Many of the closing conditions are not within our control, and there can be no assurance that the closing conditions for the Acquisition will be satisfied in a timely manner, or at all. Any delay could cause us not to realize some or all of the cost savings, synergies and other benefits that we expect to achieve if the Acquisition were to be successfully completed within its expected time frame. If any of these conditions are not satisfied or waived prior to July 15, 2019 (the “Termination Date”), it is possible that the acquisition agreement may be terminated. Further, if the Acquisition has not been consummated by the Termination Date and all conditions precedent to the Company’s obligation to consummate the Acquisition have otherwise been satisfied except for one or more of the Antitrust Conditions, then the Company would be required to pay Spectrum a termination fee of $100 million.
We may be unable to obtain the regulatory clearances required to complete the Acquisition or, in order to do so, we or Spectrum may be required to comply with material restrictions or satisfy material conditions.
The Acquisition is subject to review by the U.S. Department of Justice and the Federal Trade Commission under the HSR Act, and other regulatory agencies. The closing of the Acquisition is subject to the condition that the applicable waiting period, and any applicable extensions thereof, under the HSR Act have expired or been duly terminated, and that certain other antitrust approvals in specified foreign jurisdictions have been received. We cannot provide any assurance that all required antitrust clearances will be obtained. There can be no assurance as to the cost, scope or impact of the actions that may be required to obtain antitrust approval. In addition, the acquisition agreement provides that we are required to commit to dispositions of assets up to a certain amount in order to obtain regulatory clearance. If we are required to or otherwise decide to take such actions in order to close the Acquisition, it could be detrimental to the combined organization following the consummation of the Acquisition. Furthermore, these actions could have the effect of delaying or preventing completion of the proposed Acquisition or imposing additional costs on or limiting the revenues or cash of the combined organization following the consummation of the Acquisition. However, if certain antitrust clearances are not obtained and the acquisition agreement is terminated under specified circumstances, we could be liable to Spectrum for a termination fee of $100 million.
Even if the parties receive early termination of the statutory waiting period under the HSR Act or the waiting period required expires, the U.S. Department of Justice, the Federal Trade Commission, or other regulatory authorities could take action under the antitrust laws to prevent or rescind the Acquisition, require the divestiture of assets or seek other remedies. Additionally, state attorneys general could seek to block or challenge the Acquisition as they deem necessary or desirable in the public interest at any time, including after completion of the transaction. In addition, in some circumstances, a third party could initiate a private action under antitrust laws challenging or seeking to enjoin the merger, before or after it is completed. We may not prevail and may incur significant costs in defending or settling any action under the antitrust laws.
Our indebtedness following the completion of the Acquisition will be significant and could adversely affect our business and our ability to meet our obligations, and if sufficient financing on favorable terms or other sources of capital are not available, we may be subject to significant monetary or other damages under the Acquisition Agreement.
We currently expect to incur indebtedness in excess of $2 billion to finance the Acquisition. Interest costs related to this debt or other debt we may incur in connection with the Acquisition will be significant. Our new indebtedness may contain negative or financial covenants that would limit our operational flexibility. Our increased level of indebtedness could reduce funds available for additional acquisitions or other business purposes, restrict our financial and operating flexibility, or create competitive disadvantages compared to other companies with lower debt levels. This in turn may reduce our flexibility in responding to changes in our businesses and in our industry.
Additionally, although we have obtained financing commitments with respect to the Acquisition in an amount which we believe would be sufficient to allow us to complete the transaction, the consummation of the financing pursuant to these commitments is subject to conditions that may not be satisfied. Our ability to obtain any financing to fund a portion of the purchase price is not a condition to closing under the acquisition agreement. However, if we are unable to obtain sufficient financing on favorable terms or experience a significant diminution of our existing cash and cash equivalents or other sources of capital, and as a result we do not have sufficient funds to complete the Acquisition, we may be subject to monetary or other damages under the acquisition agreement as a result of our failure to complete the Acquisition.
We may be unable to integrate the Business successfully and realize the anticipated benefits of the Acquisition.
The pending Acquisition involves the combination of two companies that have operated independently. We will be required to devote significant management attention and resources to integrating business practices, cultures and operations of each business. Potential difficulties we may encounter as part of the integration process include the following:
the inability to successfully combine our respective businesses in a manner that permits us to achieve the cost savings, synergies and other anticipated benefits from the Acquisition;
the challenge of integrating complex systems, operating procedures, compliance programs, technology, networks and other assets of the Business in a manner that minimizes any adverse impact on customers, suppliers, employees and other constituencies;
difficulties in retaining key management and other key employees;
the challenge of managing the expanded operations of a significantly larger and more complex company and coordinating geographically separate organizations; and
potential unknown liabilities, liabilities that are significantly larger than we currently anticipate, and unforeseen increased expenses or delays associated with the Acquisition, including cash costs to integrate the two businesses that may exceed the cash costs that we currently anticipate.
Any one of these factors could result in increased costs, decreases in the amount of anticipated benefits and diversion of management’s attention, which could materially impact our business, financial condition and results of operations. In addition, even if we are able to integrate the Business successfully, the anticipated benefits of the pending Acquisition may not be realized fully, or at all, or may take longer to realize than expected.
Failure to complete the Acquisition could impact our stock price and our future business and financial results.
If the Acquisition is not completed, our ongoing business and financial results may be adversely affected and we will be subject to a number of risks, including the following: depending on the reasons for the failure to complete the Acquisition, we could be liable to Spectrum for monetary or other damages in connection with the termination or breach of the acquisition agreement, including a termination fee of $100 million; we have dedicated significant time and resources, financial and otherwise, in planning for the Acquisition and the associated integration, of which we would lose the benefit if the Acquisition is not completed; we are responsible for certain transaction costs relating to the Acquisition, whether or not the Acquisition is completed; while the acquisition agreement is in force, we are subject to certain restrictions on the conduct of our business, including our ability to make any other significant acquisition which would reasonably be expected to delay, hinder or otherwise obstruct the consummation of the Acquisition, which restrictions may adversely affect our ability to execute certain of our business strategies; and matters relating to the Acquisition (including integration planning) may require substantial commitments of time and resources by our management, whether or not the Acquisition is completed, which could otherwise have been devoted to other opportunities that may have been beneficial to us.
In addition, if the Acquisition is not completed, we may experience negative reactions from the financial markets and from our customers and employees. We also may be subject to litigation related to any failure to complete the Acquisition or to enforcement proceedings commenced against us to perform our obligations under the acquisition agreement. If the Acquisition is not completed, these risks may materialize and may adversely affect our business, financial results and financial condition, as well as the price of our common stock.
While the Acquisition is pending, we and Spectrum will be subject to business uncertainties that could adversely affect our respective businesses.
Our success following the Acquisition will depend in part upon the ability of us and Spectrum to maintain our respective business relationships. Uncertainty about the effect of the Acquisition on customers, suppliers, employees and other constituencies may have a material adverse effect on us and the Business. Customers, suppliers and others who deal with us or Spectrum may delay or defer business decisions, decide to terminate, modify or renegotiate their relationships or take other actions as a result of the Acquisition that could negatively affect the revenues, earnings and cash flows of the Company or the Business. If we are unable to maintain these business and operational relationships, our financial position, results of operations or cash flows could be materially affected.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
The following table reports purchases of equity securities during the firstsecond quarter of fiscal 20182024 by Energizer and any affiliated purchasers pursuant to SEC rules, including any treasury shares withheld to satisfy employee withholding obligations upon vestingrules.
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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 | Maximum Number That May Yet Be Purchased Under the Plans or Programs |
January 1 - January 31 | — | | — | | — | | 5,041,940 | |
February 1 - February 29 | — | | — | | — | | 5,041,940 | |
March 1 - March 31 | — | | — | | — | | 5,041,940 | |
Total | — | | — | | — | | 5,041,940 | |
Item 5. Other Information
During the six months ended March 31, 2024, no director or officer of restricted stock and the execution of net exercises.
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Issuer Purchases of Equity Securities |
Period | Total Number of Shares Purchased (1) | Average Price Paid Per Share | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (2) | Maximum Number That May Yet Be Purchased Under the Plans or Programs (2) |
October 1 - October 31 | — |
| $ | — |
| — |
| 5,278,002 |
|
November 1 - November 30 | 1,167,170 |
| $ | 44.38 |
| 1,126,379 |
| 4,151,623 |
|
December 1 - December 31 | — |
| — |
| — |
| 4,151,623 |
|
Total | 1,167,170 |
| $ | 44.38 |
| 1,126,379 |
| |
(1) 40,791 shares purchased during the quarter relate to the surrender to 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 shares of common stock to satisfy tax withholding obligations in connection with the vesting of restricted stock or execution of net exercises.Regulation S-K.
(2) On July 1, 2015, the Board of Directors approved a share repurchase authorization for the repurchase of up to 7.5 million shares. 1,126,379 shares were repurchased on the open market during the quarter under this share repurchase authorization.
Item 6. Exhibits
See the Exhibit Index hereto.
41
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.
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| | ENERGIZER HOLDINGS, INC. |
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| | Registrant |
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| | By: | /s/ Timothy W. Gorman |
| | | Timothy W. Gorman |
| | | Executive Vice President and Chief Financial Officer |
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Date: | January 31, 2018 | | |
EXHIBIT INDEX
The exhibits below are numbered in accordance with the Exhibit Table of Item 601 of Regulation S-K. | | | | | | | | | | |
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Exhibit No. | | Description of Exhibit | | |
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| | Separation and Distribution Agreement by and between Energizer Holdings, Inc. (f/k/a Energizer SpinCo, Inc.) and Edgewell Personal Care Company (f/k/a Energizer Holdings, Inc.) dated as of June 25, 2015 (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed June 29, 2015). |
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| | Tax Matters Agreement by and between Energizer Holdings, Inc. (f/k/a Energizer SpinCo, Inc.) and Edgewell Personal Care Company (f/k/a Energizer Holdings, Inc.) dated as of June 26, 2015 (incorporated by reference to Exhibit 2.2 to the Company’s Current Report on Form 8-K filed June 29, 2015). |
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| | Employee Matters Agreement by and between Energizer Holdings, Inc. (f/k/a Energizer SpinCo, Inc.) and Edgewell Personal Care Company (f/k/a Energizer Holdings, Inc.) dated as of June 25, 2015 (incorporated by reference to Exhibit 2.3 to the Company’s Current Report on Form 8-K filed June 29, 2015). |
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| | Transition Services Agreement by and between Energizer Holdings, Inc. (f/k/a Energizer SpinCo, Inc.) and Edgewell Personal Care Company (f/k/a Energizer Holdings, Inc.) dated as of June 25, 2015 (incorporated by reference to Exhibit 2.4 to the Company’s Current Report on Form 8-K filed June 29, 2015). |
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| | Contribution Agreement by and between the Company and Edgewell Personal Care Company (f/k/a Energizer Holdings, Inc.) dated June 30, 2015 (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed June 30, 2015). |
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| | Agreement and Plan of Merger, dated as of May 24, 2016, by and among the Company, Energizer Reliance, Inc., Trivest Partners V, L.P., and HandStands Holding Corporation (incorporated by reference to Exhibit 2.1 to the Company's Current Report on Form 8-K filed May 27, 2016). |
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| | Acquisition Agreement, dated as of January 15, 2018, by and among the Company and Spectrum Brands Holdings, Inc. (incorporated by reference to Exhibit 2.1 to the Company's Current Report on Form 8-K filed January 16, 2018). |
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| | 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). | | |
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| | ThirdFifth Amended and Restated Bylaws of Energizer Holdings, Inc. (incorporated by reference to Exhibit 3.23.1 to the Company's Current Report on Form 8-K filed January 29, 2018)November 9, 2023). | | |
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| | Commitment Letter, dated January 15, 2018, by and among the Company, Barclays Bank PLC and JPMorgan Chase Bank, N.A. (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed January 16, 2018).
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| | 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. | | |
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| | 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. | | |
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| | 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. | | |
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| | 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. | | |
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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. | | |
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101.SCH* | | Inline XBRL Taxonomy Extension Schema Document. | | |
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101.CAL* | | Inline XBRL Taxonomy Extension Calculation Linkbase Document. | | |
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101.DEF* | | Inline XBRL Taxonomy Extension Definition Linkbase Document. | | |
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101.LAB* | | Inline XBRL Taxonomy Extension Label Linkbase Document. | | |
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101.PRE* | | Inline XBRL Taxonomy Extension Presentation Linkbase Document. | | |
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104 | | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). | | |
*Filed herewith.
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.
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| | ENERGIZER HOLDINGS, INC. |
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| | Registrant |
| 101 | | Attached as Exhibit 101 to this Quarterly Report on Form 10-Q are the following documents formatted in eXtensible Business Reporting Language (XBRL): (i) the unaudited Consolidated Statements of Earnings
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| | By: | /s/ John J. Drabik |
| | | John J. Drabik |
| | | Executive Vice President and Comprehensive Income, (ii) the unaudited Consolidated Balance Sheets, (iii) the unaudited Consolidated Statements of Cash Flows, and (iv) Notes to ConsolidatedChief Financial Statements (Condensed). The financial information contained in the XBRL-related documents is “unaudited” and “unreviewed.”Officer |
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Date: | May 7, 2024 | | |
*Filed herewith.
** The Company undertakes to furnish supplementally a copy of any omitted schedule or exhibit to such agreement to the Securities and Exchange Commission.
*** Denotes a management contract or compensatory plan or arrangement.