UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM SD
Specialized Disclosure Report
Energizer Holdings, Inc.
(Exact Name of Registrant as Specified in Charter)
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| | | | |
Missouri | | 001-36837 | | 36-4802442 |
(State or Other Jurisdiction
of Incorporation) | | (Commission
File Number) | | (I.R.S. Employer
Identification No.) |
| |
533 Maryville University Drive
St. Louis, Missouri 63141
(Address of Principal Executive Offices, and Zip Code)
John J. Drabik
Executive Vice President, Chief Financial Officer
(314) 985-2000
| | |
(Name and telephone number, including area code, of the person to contact in connection with |
this report.) |
Check the appropriate box to indicate the rule pursuant to which this form is being filed, and provide the period to which the information in this form applies:
_X___ Rule 13p-1 under the Securities Exchange Act (17 CFR 240.13p-1) for the reporting period from January 1 to December 31, 2023.
Section 1 - Conflict Minerals Disclosure
Item 1.01 - Conflict Minerals Disclosure and Report
This Form SD of Energizer Holdings, Inc. (the “Registrant”) is filed pursuant to Rule 13p-1 promulgated under the Securities Exchange Act, as amended, for the reporting period January 1, 2023 to December 31, 2023.
A copy of the Registrant’s Conflict Minerals Report is provided as Exhibit 1.01 hereto and incorporated by reference herein and is publicly available at https://www.energizerholdings.com/company/partners-suppliers/overview. The website and information accessible through it are not incorporated into this document.
Item 1.02 - Exhibit
The Conflict Minerals Report described in Item 1.01 is filed as Exhibit 1.01 to this Form SD.
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| Section 2 - Exhibits | | |
| Item 2.01 - Exhibits | | |
| Exhibit No. | Description | |
| 1.01 | | |
| | |
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 hereunto duly authorized.
ENERGIZER HOLDINGS, INC.
By: /s/ John J. Drabik
John J. Drabik
Executive Vice President and Chief Financial Officer
Dated: May 22, 2024
Exhibit 1.01
Energizer Holdings, Inc.
Conflict Minerals Report
For the Reporting Period from January 1, 2023 to December 31, 2023
This Conflict Minerals Report for the year ended December 31, 2023 is provided by Energizer Holdings, Inc. (“Energizer”, “Company”, “we”, “us” and “our”) pursuant to Rule 13p-1 under the Securities Exchange Act of 1934 (the “Rule”). Under the Rule, we are required to make certain disclosures regarding our manufactured products that contain conflict minerals, provided those conflict minerals are necessary to the functionality or production of those products. As defined by the Rule, and for purposes of this report, the conflict minerals are cassiterite, columbite-tantalite, gold, wolframite, and their derivatives, which are limited to tin, tantalum, and tungsten (“Conflict Minerals”; tin, tantalum, tungsten and gold collectively are referred to as “3TG”).
As detailed below, based on our reasonable country of origin inquiry, Energizer has no reason to believe that the 3TG in any of our products is funding armed conflict in the Democratic Republic of Congo (“DRC”) or an adjoining country (collectively, the “Covered Countries”). However, it remains challenging for many companies and their suppliers (including us and our suppliers) to gather complete and reliable data. Consequently, we exercised due diligence on the Conflict Minerals’ origin and chain of custody, and we are providing this Conflict Minerals Report to describe our due diligence processes and results.
Company Overview
Energizer Holdings, Inc. (NYSE: ENR), headquartered in St. Louis, Missouri, is one of the world’s largest manufacturers and distributors of primary batteries, portable lights, and auto care appearance, performance, refrigerant, and fragrance products. Our portfolio of globally recognized brands include Energizer®, Armor All®, Eveready®, Rayovac®, STP®, Varta®, A/C Pro®, Refresh Your Car!®, California Scents®, Driven®, Bahama & Co.®, LEXOL®, Eagle One®, Nu Finish®, Scratch Doctor®, and Tuff Stuff®. As a global branded consumer products company, Energizer’s mission is to lead the charge to deliver value to our customers and consumers better than anyone else.
The Company identified Conflict Minerals contained in products: (i) for which Conflict Minerals are necessary to the functionality or production of those products; (ii) that were manufactured by, or contracted to be manufactured for, us; (iii) for which the manufacture was completed during calendar year 2023; and (iv) with respect to Conflict Minerals in such products, for which we were unable to reasonably determine that all of the Conflict Minerals contained therein did not originate in the Covered Countries (or did not come from recycled or scrap sources) (collectively, the “Covered Products”). We believe that Conflict Minerals are present in the following products: round cell alkaline batteries, round cell carbon zinc batteries, lighting, and chargers.
Conflict Minerals Policy
We have adopted a conflict minerals policy which expresses Energizer’s goal to ensure all 3TG used in our products is “DRC conflict-free”. Our policy is publicly available on our website at https://www.energizerholdings.com/company/partners-suppliers/overview. The website and information accessible through it are not incorporated into this document.
Supply Chain
A number of Energizer’s products contain advanced components and compounds manufactured by our suppliers. These suppliers may manufacture the components themselves or source some or all of the production to their suppliers. These suppliers may do the same with lower tier suppliers. We rely on our direct suppliers to provide information on the origin of the 3TG contained in components and materials supplied to us—including sources of 3TG that are supplied to them from lower tier suppliers. Contracts with our suppliers are frequently in force for three to five years or more, and we cannot unilaterally impose new contract terms or flow-down requirements. As we enter into new contracts, or our contracts renew, we have sought to include a clause under which our suppliers undertake that no 3TG that originated in the Covered Countries are incorporated in, or necessary to, the functionality or production of any product delivered to us, including in any component manufactured of such product by a third party.
Under the terms of these contracts, it will take a number of years to ensure that all of our supplier contracts contain appropriate clauses. In the meantime, as described below, we are working with our suppliers to obtain 3TG sourcing information.
Due to the size of our supply base, it is not practicable to conduct a survey of all of our suppliers and we determined a reasonable approach was to conduct a survey of the suppliers who provided raw materials for products containing 3TG in relevant product supply chains as well as sourced product suppliers in 2023. We assessed our industry as well as others and concluded that the risk-based approach was consistent with how many peer companies approached the Rule. We also implemented software designed to facilitate and track our supplier surveys.
Because of our size, the complexity of our products, and the depth, breadth, and constant evolution of our supply chain, it was difficult to identify actors upstream from our direct suppliers. As we do not typically have a direct relationship with 3TG smelters and refiners, we are engaged and actively cooperate with other major manufacturers in our sector and other sectors. Accordingly, we participate in a number of industry-wide initiatives, including the Responsible Minerals Initiative (RMI), an industry-wide initiative supporting upstream actors in the supply chain, through our supply chain data management service provider, Assent Compliance.
Reasonable Country of Origin Inquiry (RCOI) Results
To determine whether necessary 3TGs in products originated in Conflict-Affected and High-Risk Areas, Energizer retained a third-party supply chain data management service provider, Assent Compliance (“Assent”), to assist us with reviewing the supply chain and identifying risks. The Company provided Assent with a list of suppliers and parts associated with the in-scope products. To trace materials, and demonstrate transparency procured by the supply chain, Energizer utilized the Conflict Minerals Reporting Template (“CMRT”) Version 6.31 or higher to conduct a survey of all in-scope suppliers.
During the supplier survey, Assent contacted suppliers utilizing a software-as-a-service (SaaS) platform that enables users to complete and track supplier communications, and allows suppliers to upload completed CMRTs directly to the platform for validation, assessment and management. The platform also provides functionality that meets the OECD Guidance (defined below) process expectations by evaluating the quality of each supplier response and assigning a health score based on the supplier’s declaration of process engagement.
Through Assent, Energizer requested that all in-scope suppliers complete a CMRT. Training and education to guide suppliers on best practices and the use of this template was included. Assent monitored and tracked all communications in the platform for future reporting and transparency. Energizer directly contacted suppliers that were unresponsive to communications during the diligence process and requested these suppliers complete the CMRT.
Our program continues to include automated data validation on all submitted CMRTs. The results of this data validation contribute to the program’s health assessment and are shared with the suppliers to ensure they understand areas that require clarification or improvement.
Design of Due Diligence Framework
Our due diligence framework was designed to conform, in material respects, with the framework in the OECD Due Diligence Guidance for Responsible Supply Chains of Minerals from Conflict-Affected and High-Risk Areas (the “OECD Guidance”) and the related Supplements for 3TG.
Due Diligence Measures Performed
Due diligence measures we performed included, but were not limited to:
•Establishing strong management and controls systems and communicating our policy on conflict minerals to direct suppliers;
•Communicating the commitments and requirements expected of our direct suppliers, supported by training and resources, and email and phone dialogues;
•Designing and implementing a strategy to respond to risks and determining whether 3TG smelter and refiner names were included on the Responsible Minerals Initiative’s Conformant Smelter Report (“CSR”). The CSR is generally understood to contain the names of smelters and the associated risk level of their mineral sourcing;
•Carrying out independent third-party audit of supply chain due diligence at identified points in the supply chain; and
•Reporting annually on supply chain due diligence.
Due Diligence Results
Through requesting our suppliers to complete the CMRT, we determined that seeking information about 3TG smelters and refiners in our supply chain represents the most reasonable effort we can make to determine the mines or locations of origin of the 3TG in our supply chain. We identified approximately 144 3TG smelters and refiners included in our suppliers’ supply chains. Nonetheless, most of our supplier responses were provided at a company level. Many suppliers did not provide verifiable smelter or processing information or responded at a company-wide level which did not allow us to conclude that the Conflict Minerals were processed by any one particular facility. Based on the information provided by our suppliers, we could not identify how many of these smelters produced materials specifically used in the Covered Products. Therefore, it is possible that none of the materials from these smelters actually entered our supply chain. The list of 3TG smelters and refiners and the identified countries of origin are included as Appendix A. Accordingly, Energizer believes it is reasonable to conclude that the Covered Products are “DRC conflict undeterminable,” as defined in the Rule.
Steps to be taken to mitigate risk
We intend to take the following steps to improve the due diligence conducted to further mitigate risk that the necessary Conflict Minerals in our Products could benefit armed groups in the DRC or adjoining countries:
•Continue to incorporate a Conflict Minerals flow-down clause in new or renewed supplier contracts;
•Engage with suppliers and direct them to training resources to attempt to increase the response rate and improve the content of the supplier survey responses;
•Engage any of our suppliers found to be supplying us with 3TG from sources that support conflict in the DRC or any adjoining country to establish an alternative source of 3TG that does not support such conflict; and
•Work with relevant trade associations to define and improve best practices and build leverage over the supply chain in accordance with the OECD Guidance.
Appendix A - List of 3TG Smelters/Refiners and Identified Countries of Origin
Based on the information that was provided by the in-scope suppliers and otherwise obtained through the due diligence process, the Company believes that, to the extent reasonably determinable by the Company, the facilities that were used to process the Conflict Minerals contained in the Covered Products included the smelters and refiners listed below. We are unable to definitively link the identified 3TG smelters and refiners to only those products and materials in our supply chain; therefore our 3TG smelter and refiner list likely contains more processing facilities than are actually in our supply chain and used to manufacture the Covered Products.
Based on the information obtained pursuant to the due diligence process, the Company does not have sufficient information to conclusively determine the country of origin of all of the Conflict Minerals in the Covered Products. At the same time, we received no information from our in-scope suppliers indicating that the 3TG in our Covered Products directly or indirectly financed or benefited armed groups in the Covered Countries. Also, due to the manner in which our in-scope suppliers disclosed country of origin information, we do not believe that all of the countries named are actually in our supply chain or Covered Products. However, based on the information that has been obtained, the Company has reasonably determined that the Conflict Minerals may have originated from the countries listed in the table below.
Based on the information obtained pursuant to the due diligence process, the Company believes there is a risk that the Covered
Products may contain Conflict Minerals from the Covered Countries. The Company’s due diligence into the supply chain was
unable to determine whether any of the Covered Products did or did not contain any Conflict Minerals from any Covered Country, as defined in the Rule.
Appendix A: Smelter List
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| Metal | Smelter Name | Smelter Facility Location |
| Gold | Metalor USA Refining Corporation | United States of America |
| Gold | Aida Chemical Industries Co., Ltd. | Japan |
| Gold | Argor-Heraeus S.A. | Switzerland |
| Gold | Asahi Pretec Corp. | Japan |
| Gold | Asaka Riken Co., Ltd. | Japan |
| Gold | Dowa | Japan |
| Gold | Eco-System Recycling Co., Ltd. East Plant | Japan |
| Gold | Heraeus Metals Hong Kong Ltd. | China |
| Gold | Ishifuku Metal Industry Co., Ltd. | Japan |
| Gold | Asahi Refining USA Inc. | United States of America |
| Gold | JX Nippon Mining & Metals Co., Ltd. | Japan |
| Gold | Kojima Chemicals Co., Ltd. | Japan |
| Gold | LS-NIKKO Copper Inc. | Korea, Republic of |
| Gold | Matsuda Sangyo Co., Ltd. | Japan |
| Gold | Metalor Technologies (Singapore) Pte., Ltd. | Singapore |
| Gold | Metalor Technologies S.A. | Switzerland |
| Gold | Mitsubishi Materials Corporation | Japan |
| Gold | Mitsui Mining and Smelting Co., Ltd. | Japan |
| Gold | Nihon Material Co., Ltd. | Japan |
| Gold | Shandong Zhaojin Gold & Silver Refinery Co., Ltd. | China |
| Gold | Solar Applied Materials Technology Corp. | Taiwan, Province of China |
| Gold | Sumitomo Metal Mining Co., Ltd. | Japan |
| Gold | Tanaka Kikinzoku Kogyo K.K. | Japan |
| Gold | Shandong Gold Smelting Co., Ltd. | China |
| Gold | Tokuriki Honten Co., Ltd. | Japan |
| Gold | United Precious Metal Refining, Inc. | United States of America |
| Gold | Western Australian Mint (T/a The Perth Mint) | Australia |
| Gold | Emirates Gold DMCC | United Arab Emirates |
| Gold | L'Orfebre S.A. | Andorra |
| Gold | Agosi AG | Germany |
| Gold | AngloGold Ashanti Corrego do Sitio Mineracao | Brazil |
| Gold | Aurubis AG | Germany |
| Gold | Boliden AB | Sweden |
| Gold | C. Hafner GmbH + Co. KG | Germany |
| Gold | CCR Refinery - Glencore Canada Corporation | Canada |
| Gold | Chimet S.p.A. | Italy |
| Gold | Heimerle + Meule GmbH | Germany |
| Gold | Heraeus Germany GmbH Co. KG | Germany |
| Gold | Istanbul Gold Refinery | Turkey |
| | | | | | | | |
| Gold | Asahi Refining Canada Ltd. | Canada |
| Gold | Kennecott Utah Copper LLC | United States of America |
| Gold | Materion | United States of America |
| Gold | Metalor Technologies (Suzhou) Ltd. | China |
| Gold | Metalor Technologies (Hong Kong) Ltd. | China |
| Gold | Metalurgica Met-Mex Penoles S.A. De C.V. | Mexico |
| Gold | Ohura Precious Metal Industry Co., Ltd. | Japan |
| Gold | MKS PAMP SA | Switzerland |
| Gold | Rand Refinery (Pty) Ltd. | South Africa |
| Gold | Royal Canadian Mint | Canada |
| Gold | SEMPSA Joyeria Plateria S.A. | Spain |
| Gold | Umicore S.A. Business Unit Precious Metals Refining | Belgium |
| Gold | Valcambi S.A. | Switzerland |
| Gold | Zhongyuan Gold Smelter of Zhongjin Gold Corporation | China |
| Gold | WIELAND Edelmetalle GmbH | Germany |
| Gold | Ogussa Osterreichische Gold- und Silber-Scheideanstalt GmbH | Austria |
| Tantalum | F&X Electro-Materials Ltd. | China |
| Tantalum | Jiujiang Tanbre Co., Ltd. | China |
| Tantalum | Mitsui Mining and Smelting Co., Ltd. | Japan |
| Tantalum | Ningxia Orient Tantalum Industry Co., Ltd. | China |
| Tantalum | Taki Chemical Co., Ltd. | Japan |
| Tantalum | TANIOBIS GmbH | Germany |
| Tantalum | Materion Newton Inc. | United States of America |
| Tantalum | Global Advanced Metals Boyertown | United States of America |
| Tantalum | Global Advanced Metals Aizu | Japan |
| Tantalum | XIMEI RESOURCES (GUANGDONG) LIMITED | China |
| Tantalum | JiuJiang JinXin Nonferrous Metals Co., Ltd. | China |
| Tantalum | NPM Silmet AS | Estonia |
| Tantalum | Yanling Jincheng Tantalum & Niobium Co., Ltd. | China |
| Tantalum | Telex Metals | United States of America |
| Tantalum | Ulba Metallurgical Plant JSC | Kazakhstan |
| Tantalum | Hengyang King Xing Lifeng New Materials Co., Ltd. | China |
| Tantalum | D Block Metals, LLC | United States of America |
| Tantalum | FIR Metals & Resource Ltd. | China |
| Tantalum | KEMET de Mexico | Mexico |
| Tantalum | TANIOBIS Co., Ltd. | Thailand |
| Tantalum | Jiangxi Tuohong New Raw Material | China |
| Tantalum | TANIOBIS Smelting GmbH & Co. KG | Germany |
| Tin | Yunnan Chengfeng Non-ferrous Metals Co., Ltd. | China |
| Tin | EM Vinto | Bolivia (Plurinational State Of) |
| Tin | Malaysia Smelting Corporation (MSC) | Malaysia |
| Tin | Mineracao Taboca S.A. | Brazil |
| Tin | Minsur | Peru |
| Tin | Operaciones Metalurgicas S.A. | Bolivia (Plurinational State Of) |
| | | | | | | | |
| Tin | PT Refined Bangka Tin | Indonesia |
| Tin | PT Timah Tbk Kundur | Indonesia |
| Tin | PT Timah Tbk Mentok | Indonesia |
| Tin | Thaisarco | Thailand |
| Tin | White Solder Metalurgia e Mineracao Ltda. | Brazil |
| Tin | Tin Smelting Branch of Yunnan Tin Co., Ltd. | China |
| Tin | Aurubis Beerse | Belgium |
| Tin | Luna Smelter, Ltd. | Rwanda |
| Tin | Fabrica Auricchio Industria e Comercio Ltda. | Brazil |
| Tin | Tin Technology & Refining | United States of America |
| Tin | Dowa | Japan |
| Tin | Mitsubishi Materials Corporation | Japan |
| Tin | PT Artha Cipta Langgeng | Indonesia |
| Tin | Rui Da Hung | Taiwan, Province of China |
| Tin | PT Bangka Serumpun | Indonesia |
| Tin | China Tin Group Co., Ltd. | China |
| Tin | Aurubis Berango | Spain |
| Tin | PT Aries Kencana Sejahtera | Indonesia |
| Tin | Chenzhou Yunxiang Mining and Metallurgy Co., Ltd. | China |
| Tin | Alpha | United States of America |
| Tin | Gejiu Non-Ferrous Metal Processing Co., Ltd. | China |
| Tin | O.M. Manufacturing (Thailand) Co., Ltd. | Thailand |
| Tin | Metallic Resources, Inc. | United States of America |
| Tin | Jiangxi New Nanshan Technology Ltd. | China |
| Tin | PT Babel Inti Perkasa | Indonesia |
| Tin | PT Babel Surya Alam Lestari | Indonesia |
| Tin | PT Bukit Timah | Indonesia |
| Tin | PT Mitra Stania Prima | Indonesia |
| Tin | PT Prima Timah Utama | Indonesia |
| Tin | PT Sariwiguna Binasentosa | Indonesia |
| Tin | PT Stanindo Inti Perkasa | Indonesia |
| Tin | PT ATD Makmur Mandiri Jaya | Indonesia |
| Tin | O.M. Manufacturing Philippines, Inc. | Philippines |
| Tin | PT Cipta Persada Mulia | Indonesia |
| Tin | PT Menara Cipta Mulia | Indonesia |
| Tin | Guangdong Hanhe Non-Ferrous Metal Co., Ltd. | China |
| Tin | Chifeng Dajingzi Tin Industry Co., Ltd. | China |
| Tin | PT Rajawali Rimba Perkasa | Indonesia |
| Tin | CRM Synergies | Spain |
| Tungsten | A.L.M.T. Corp. | Japan |
| Tungsten | Kennametal Huntsville | United States Of America |
| Tungsten | Chongyi Zhangyuan Tungsten Co., Ltd. | China |
| Tungsten | Global Tungsten & Powders LLC | United States Of America |
| Tungsten | Japan New Metals Co., Ltd. | Japan |
| Tungsten | Xiamen Tungsten Co., Ltd. | China |
| | | | | | | | |
| Tungsten | Hunan Shizhuyuan Nonferrous Metals Co., Ltd. Chenzhou Tungsten Products Branch | China |
| Tungsten | H.C. Starck Tungsten GmbH | Germany |
| Tungsten | Hunan Chenzhou Mining Co., Ltd. | China |
| Tungsten | Wolfram Bergbau und Hutten AG | Austria |
| Tungsten | Ganzhou Jiangwu Ferrotungsten Co., Ltd. | China |
| Tungsten | Jiangxi Yaosheng Tungsten Co., Ltd. | China |
| Tungsten | Jiangxi Xinsheng Tungsten Industry Co., Ltd. | China |
| Tungsten | Jiangxi Tonggu Non-ferrous Metallurgical & Chemical Co., Ltd. | China |
| Tungsten | Xiamen Tungsten (H.C.) Co., Ltd. | China |
| Tungsten | Jiangxi Gan Bei Tungsten Co., Ltd. | China |
| Tungsten | Ganzhou Seadragon W & Mo Co., Ltd. | China |
| Tungsten | TANIOBIS Smelting GmbH & Co. KG | Germany |
| Tungsten | Masan High-Tech Materials | Viet Nam |
| Tungsten | Jiangwu H.C. Starck Tungsten Products Co., Ltd. | China |
| Tungsten | Niagara Refining LLC | United States of America |
| Tungsten | China Molybdenum Tungsten Co., Ltd. | China |
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