Energizer Holdings, Inc. Announces Fiscal 2017 Third Quarter Results and Raises Financial Outlook for Fiscal 2017

ST. LOUIS, Aug. 2, 2017 /PRNewswire/ -- Energizer Holdings, Inc. (NYSE: ENR) today announced results for the third fiscal quarter, which ended June 30, 2017. For the third fiscal quarter, net earnings were $24.9 million, or $0.40 per diluted share, compared to $24.2 million, or $0.39 per diluted share, in the prior year third quarter. Adjusted net earnings in the third quarter were $26.7 million, or $0.43 per diluted share, compared to adjusted net earnings of $20.1 million, or $0.32 per diluted share, in the prior year third quarter.

"We continue to execute against our strategic priorities of leading with innovation, driving productivity and operating with excellence," said Alan Hoskins, Chief Executive Officer. "Our strong results this quarter are primarily a result of our continued focus on simplifying and standardizing our business around the world. In addition, our auto care acquisition integration is now substantially complete, and the business has delivered on our accretion goal with $0.17 per share in the first full year of ownership. We are leveraging this strong performance to continue investing in the positioning of our portfolio to capitalize on category trends which will benefit us in the long-term."

Third Quarter 2017 Financial Highlights (Unaudited)
The following is a summary of key third fiscal quarter results. All comparisons are with the third quarter of fiscal 2016 unless otherwise stated.

    --  Net sales were $372.0 million, an increase of 3.0%: (a)
        --  Net sales increased $25.9 million, or 7.2%, due to the impact of the
            auto care acquisition.
        --  Unfavorable currency impacts were $5.5 million, or 1.6%.
        --  Organic net sales decreased $9.4 million, or 2.6%, due to
            investments made during the quarter related to our portfolio
            optimization and the lapping of prior year fill volume associated
            with distribution gains, promotional activity in the prior year and
            unfavorable mix impacts. These items were partially offset by the
            favorable impact of pricing initiatives across several markets
            including the U.S.
    --  Gross Margin percentage was 42.5%, down 10 basis points. Excluding
        unusuals, gross margin increased by 10 basis points, primarily driven by
        favorable impact of pricing as well as the year over year benefit of
        lapping productivity investments made in the prior year. Partially
        offsetting the favorability was increased investment related to our
        portfolio optimization, unfavorable impact of mix and the unfavorable
        impact of foreign currency. (a)
    --  A&P spending was 5.4% of net sales, a decrease of 90 basis points, or
        $2.6 million, versus the prior year, primarily due to timing.
    --  SG&A spending, excluding acquisition and integration costs, was $80.7
        million, a decrease of $0.2 million over the prior year despite the
        incremental SG&A of $2.6 million related to the acquired auto care
        business. SG&A, excluding acquisition and integration costs, was 21.7%
        of net sales compared to 22.4% in the prior year. (a)
    --  Gain on sale of real estate was $1.7 million associated with a land
        sale, relating to a market we exited as part of our international
        go-to-market changes initiated after the spin.
    --  Earnings before income tax was negatively impacted by the movement in
        foreign currencies by approximately $4 million, net of hedge impact, in
        the third fiscal quarter.
    --  Income tax rate on a year to date basis was 25.2% as compared to 23.8%
        in the prior year. Excluding unusual items, the year to date ex-unusual
        rate was 27.9% as compared to 30.6%, in the prior year. The decrease was
        primarily driven by adjustments related to our prior year provision
        estimates and the tax benefit recognized in our income tax provision as
        a result of the new stock compensation guidance adopted in the first
        quarter. (a)
    --  Net cash from operating activities on a year to date basis was $145.6
        million and Free Cash Flow on a year to date basis was $155.3 million,
        or 12.0% of net sales. (a)
    --  Dividend payments in the quarter were approximately $17 million, or
        $0.275 per share, and approximately $52 million on a year to date basis,
        or $0.83 per share.
    --  Repurchased approximately 192,000 shares of common stock on a year to
        date basis for $8.6 million. No shares were repurchased during the
        current quarter. (b)

(a) See Press Release attachments for additional information as well as the GAAP to Non-GAAP reconciliations.

(b) Share repurchases on the Statement of Cash Flows include $0.7 million of fiscal 2016 repurchases that were cash settled in fiscal 2017.


    Total Net Sales (In millions - Unaudited)

    For the Quarter and Nine Months Ended June 30, 2017

                                                 Q3            % Chg         Nine Months  % Chg
                                                 ---           -----         -----------  -----

    Net Sales -
     FY'16                                              $361.0                                     $1,201.8

    Organic                                       (9.4)              (2.6)%                 27.1                        2.3%

    Impact of
     acquisition                                   25.9                 7.2%                 83.1                        6.9%

    Impact of
     currency                                     (5.5)              (1.6)%               (21.4)                     (1.8)%
                                                   ----                -----                 -----                       -----

    Net sales -
     FY'17                                              $372.0                       3.0%                   $1,290.6           7.4%

Total net sales increased 3.0%, or $11.0 million:

    --  Organic net sales were down 2.6% in the third fiscal quarter due to the
        following items:
        --  Investments made during the current quarter that related to our
            portfolio optimization accounted for approximately 2% of the
            decrease. Our strong performance in the first half of fiscal 2017
            allowed us to make these investments in portfolio realignment and
            are expected to benefit us in the long-term;
        --  The impact of lapping fill volumes associated with distribution
            gains and promotional activity in the prior year as well as negative
            mix impacts. These items on a combined basis decreased net sales by
            approximately 3%; and
        --  Favorable pricing across several markets increased net sales by 2%.
    --  Net sales increased $25.9 million, or 7.2%, due to the impact of the
        auto care acquisition.
    --  Unfavorable currency impacts were $5.5 million, or 1.6%.

    Total Segment Profit (In millions - Unaudited)

    For the Quarter and Nine Months Ended June 30, 2017

                                                 Q3           % Chg         Nine Months  % Chg
                                                 ---          -----         -----------  -----

    Segment
     Profit -
     FY'16                                              $74.8                                     $284.4

    Organic                                         0.8                1.1%                 49.7                   17.5%

    Impact of
     acquisition                                    7.1                9.5%                 25.5                    9.0%

    Impact of
     currency                                     (3.4)             (4.6)%               (12.6)                 (4.5)%
                                                   ----               -----                 -----                   -----

    Segment
     Profit -
     FY'17                                              $79.3                       6.0%                 $347.0           22.0%

Total Segment Profit in the third fiscal quarter increased $4.5 million, or 6.0%. Excluding the unfavorable movement in foreign currencies of $3.4 million and the favorable impact of the acquisition of $7.1 million, organic segment profit increased $0.8 million, or 1.1%, in the current fiscal quarter. The decline in organic sales was offset by improved gross margin performance primarily due to lapping prior year costs associated with productivity investments and improved pricing in the current quarter. The timing of A&P and SG&A spending also contributed to the organic segment profit increase.

Refer to the Reconciliation of GAAP and Non-GAAP Financial Measures attached for further information on our above breakouts.

Financial Outlook for Fiscal Year 2017

The company has increased its previously communicated adjusted EPS outlook for the full fiscal year to $2.85 to $2.90. This range is inclusive of the results of the recently acquired auto care business.

The company is providing the following assumptions related to the full year financial outlook for fiscal year 2017. All comparisons are with the fiscal year ended September 30, 2016 unless otherwise stated.

    --  Net sales are expected to be up mid-single digits:
        --  Organic net sales are expected to be up low-single digits;
        --  The incremental impact of the auto care acquisition increased net
            sales by 5.2%; and
        --  Unfavorable movements in foreign currencies are now expected to
            reduce net sales by 1.5% to 2.0%.
    --  Gross margin rates, excluding unusuals, are now expected to improve by
        125 to 150 basis points.
    --  SG&A as a percent of net sales, excluding acquisition and integration
        expenses, is expected to be at the upper end of our previously guided
        range of 19% to 20%, representing an improvement of approximately 50
        basis points compared to the prior year.
    --  Earnings before income taxes (EBIT) is expected to be negatively
        impacted by the movement in foreign currencies by $15 to $20 million,
        net of hedge impact, based upon recent currency rates.
    --  Income tax rate, excluding integration costs and certain other items, is
        now expected to be in the range of 28.0% to 28.5%.
    --  Capital spending is expected to be in the range of $30 to $35 million.
    --  Net Cash from operating activities is expected to exceed $200 million
        and Free Cash Flow is expected to exceed $190 million.
    --  Acquisition and integration costs are expected to be approximately $9.5
        to $10 million.

Webcast Information

In conjunction with this announcement, the Company will hold an investor conference call beginning at 10:00 a.m. eastern time today. The call will focus on third fiscal quarter earnings and the updated financial outlook for fiscal 2017. All interested parties may access a live webcast of this conference call at www.energizerholdings.com, under "Investors" and "Events and Presentations" tabs or by using the following link:

https://www.webcaster4.com/Webcast/Page/1192/21739

For those unable to participate during the live webcast, a replay will be available on www.energizerholdings.com , under "Investors," "Events and Presentations," and "Past Events" tabs.

Forward-Looking Statements. This document contains both historical and forward-looking statements. Forward-looking statements are not based on historical facts but instead reflect our expectations, estimates or projections concerning future results or events, including, without limitation, the future sales, gross margins, costs, earnings, cash flows, tax rates and performance of the Company. These statements generally can be identified by the use of forward-looking words or phrases such as "believe," "expect," "expectation," "anticipate," "may," "could," "intend," "belief," "estimate," "plan," "target," "predict," "likely," "will," "should," "forecast," "outlook," or other similar words or phrases. These statements are not guarantees of performance and are inherently subject to known and unknown risks, uncertainties and assumptions that are difficult to predict and could cause our actual results to differ materially from those indicated by those statements. We cannot assure you that any of our expectations, estimates or projections will be achieved. The forward-looking statements included in this document are only made as of the date of this document and we disclaim any obligation to publicly update any forward-looking statement to reflect subsequent events or circumstances. Numerous factors could cause our actual results and events to differ materially from those expressed or implied by forward-looking statements, including, without limitation:

    --  market and economic conditions;
    --  market trends in the categories in which we compete;
    --  the success of new products and the ability to continually develop and
        market new products;
    --  our ability to attract, retain and improve distribution with key
        customers;
    --  our ability to continue planned advertising and other promotional
        spending;
    --  our ability to timely execute strategic initiatives, including
        restructurings, and international go-to-market changes in a manner that
        will positively impact our financial condition and results of operations
        and does not disrupt our business operations;
    --  the impact of strategic initiatives, including restructurings, on our
        relationships with employees, customers and vendors;
    --  our ability to maintain and improve market share in the categories in
        which we operate despite heightened competitive pressure;
    --  our ability to improve operations and realize cost savings;
    --  our ability to acquire and integrate businesses, and to realize the
        projected results of acquisitions, including our ability to integrate
        the auto care operations successfully and to achieve the anticipated
        cost savings, synergies, and other anticipated benefits;
    --  the impact of foreign currency exchange rates and currency controls, as
        well as offsetting hedges, including the impact of the United Kingdom's
        intention to exit the European Union;
    --  the impact of raw materials and other commodity costs;
    --  the impact of legislative changes or regulatory determinations or
        changes by federal, state and local, and foreign authorities, as well as
        the impact of potential changes to tax laws, policies and regulations;
    --  costs and reputational damage associated with cyber-attacks or
        information security breaches or other events;
    --  the impact of advertising and product liability claims and other
        litigation; and
    --  compliance with debt covenants and maintenance of credit ratings as well
        as the impact of interest and principal repayment of our existing and
        any future debt.

In addition, other risks and uncertainties not presently known to us or that we consider immaterial could affect the accuracy of any such forward-looking statements. The list of factors above is illustrative, but by no means exhaustive. All forward-looking statements should be evaluated with the understanding of their inherent uncertainty. Additional risks and uncertainties include those detailed from time to time in our publicly filed documents, including those described under the heading "Risk Factors" in our Form 10-K filed with the Securities and Exchange Commission on November 15, 2016.


                                                           ENERGIZER HOLDINGS, INC.

                                                      CONSOLIDATED STATEMENT OF EARNINGS

                                                                  (Condensed)

                                               (In millions, except per share data - Unaudited)


                        For the Quarter Ended                            For the Nine Months
                            June 30,                                  Ended June 30,

                        2017                  2016                    2017                   2016
                        ----                  ----                    ----                   ----

    Net sales                   $372.0                                       $361.0               $1,290.6  $1,201.8

    Cost of products
     sold (1)          214.0                           207.3                               693.1      676.7
                       -----                           -----                               -----      -----

    Gross profit       158.0                           153.7                               597.5      525.1

    Selling, general
     and
     administrative
     expense (1)        83.2                            87.0                               254.1      254.1

    Advertising and
     sales promotion
     expense            20.2                            22.8                                71.1       71.0

    Research and
     development
     expense             5.1                             6.6                                16.0       19.1

    Amortization of
     intangible
     assets              2.8                               -                                8.4          -

    Spin
     restructuring         -                            0.9                               (3.8)       1.0

    Restructuring          -                              -                                  -       2.5

    Gain on sale of
     real estate       (1.7)                              -                             (16.9)         -

    Interest expense    13.3                            13.1                                39.7       39.1

    Other items, net
     (1)                4.6                           (0.4)                                5.0      (0.9)
                         ---                            ----                                 ---       ----

    Earnings before
     income taxes       30.5                            23.7                               223.9      139.2

    Income tax
     provision/
     (benefit)           5.6                           (0.5)                               56.5       33.1
                         ---                            ----                                ----       ----

    Net earnings                 $24.9                                        $24.2                 $167.4    $106.1
                                 =====                                        =====                 ======    ======


    Earnings per share

    Basic net
     earnings per
     share                       $0.40                                        $0.39                  $2.71     $1.71

    Diluted net
     earnings per
     share                       $0.40                                        $0.39                  $2.67     $1.70


    Weighted average
     shares of common
     stock -Basic       61.8                            61.8                                61.8       61.9

    Weighted average
     shares of common
     stock -Diluted     62.8                            62.7                                62.8       62.5


    (1) See the Non-GAAP
     Reconciliations attached which
     break out the Acquisition and
     integration, Restructuring and
     Spin costs included within these
     lines.


                             ENERGIZER HOLDINGS, INC.

                           CONSOLIDATED BALANCE SHEETS

                                   (Condensed)

                            (In millions - Unaudited)


                                 June 30,              September 30,

    Assets                            2017                       2016
                                      ----                       ----

    Current assets

    Cash and
     cash
     equivalents                                $404.4                           $287.3

    Trade
     receivables,
     less
     allowance
     for
     doubtful
     accounts
     of $5.3
     and $6.9,
     respectively                    173.6                              190.9

    Inventories                      301.2                              289.2

    Other
     current
     assets                          101.8                              122.1
                                     -----                              -----

    Total
     current
     assets                                     $981.0                           $889.5

    Property,
     plant and
     equipment,
     net                             178.2                              201.7

    Goodwill                         229.6                              229.7

    Other
     intangible
     assets,
     net                             226.4                              234.7

    Deferred
     tax asset                        45.3                               63.7

    Other
     assets                          119.5                              112.2
                                     -----                              -----

    Total
     assets                                   $1,780.0                         $1,731.5
                                              ========                         ========


    Liabilities and
     Shareholders' Equity/
     (Deficit)

    Current liabilities

    Current
     maturities
     of long-
     term debt                                    $4.0                             $4.0

    Note
     payable                         108.3                               57.4

    Accounts
     payable                         182.0                              217.0

    Other
     current
     liabilities                     210.9                              254.7
                                     -----                              -----

    Total
     current
     liabilities                                $505.2                           $533.1

    Long-term
     debt                            979.2                              981.7

    Other
     liabilities                     208.6                              246.7
                                     -----                              -----

    Total
     liabilities                              $1,693.0                         $1,761.5

    Shareholders' equity/
     (deficit)

    Common
     stock                             0.6                                0.6

    Additional
     paid-in
     capital                         194.2                              194.6

    Retained
     earnings                        182.4                               70.9

    Treasury
     stock                          (24.9)                            (30.0)

     Accumulated
     other
     comprehensive
     loss                                     $(265.3)                        $(266.1)
                                               -------                          -------

    Total
     shareholders'
     equity/
     (deficit)                        87.0                             (30.0)
                                      ----                              -----

    Total
     liabilities
     and
     shareholders'
     equity/
     (deficit)                                $1,780.0                         $1,731.5
                                              ========                         ========


                                   ENERGIZER HOLDINGS, INC.

                             CONSOLIDATED STATEMENTS OF CASH FLOWS

                                          (Condensed)

                                   (In millions - Unaudited)


                                       For the Nine Months Ended June
                                                    30,

                                            2017                   2016
                                            ----                   ----

    Cash Flow from Operating
     Activities

    Net earnings                                    $167.4                      $106.1

    Non-cash
     restructuring
     costs                                 (2.5)                           4.5

    Depreciation and
     amortization                           38.3                           23.4

    Deferred income
     taxes                                   2.1                            1.9

    Share-based
     compensation
     expense                                17.8                           15.3

    Gain on sale of
     real estate                          (16.9)                             -

    Non-cash items
     included in
     income, net                             5.8                            0.5

    Other, net                            (19.6)                        (19.3)

    Changes in
     current assets
     and liabilities
     used in
     operations                           (46.8)                           9.5
                                           -----                            ---

    Net cash from
     operating
     activities                            145.6                          141.9
                                           -----                          -----


    Cash Flow from Investing
     Activities

    Capital
     expenditures                         (17.5)                        (17.8)

    Proceeds from
     sale of assets                         27.2                            1.5
                                            ----                            ---

    Net cash from/
     (used by)
     investing
     activities                              9.7                         (16.3)
                                             ---                          -----


    Cash Flow from Financing
     Activities

    Payments on debt
     with maturities
     greater than 90
     days                                  (3.0)                         (2.0)

    Net increase in
     debt with
     original
     maturities of 90
     days or less                           40.7                            4.9

    Debt issuance
     costs                                 (0.8)                             -

    Dividends paid                        (52.1)                        (46.4)

    Common stock
     purchased                             (9.3)                        (21.8)

    Taxes paid for
     withheld share-
     based payments                        (8.2)                         (4.1)

    Excess tax
     benefits from
     share-based
     payments                                  -                           0.8

    Net cash used by
     financing
     activities                           (32.7)                        (68.6)
                                           -----                          -----


    Effect of
     exchange rate
     changes on cash                       (5.5)                           8.0


    Net increase in
     cash and cash
     equivalents                           117.1                           65.0

    Cash and cash
     equivalents,
     beginning of
     period                                287.3                          502.1
                                           -----

    Cash and cash
     equivalents, end
     of period                                      $404.4                      $567.1
                                                    ======                      ======

ENERGIZER HOLDINGS, INC.
Introduction to the Reconciliation of GAAP and Non-GAAP Measures
For the Quarter and Nine Months Ended June 30, 2017

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. These non-GAAP financial measures exclude items that are not reflective of the Company's on-going operating performance, such as costs related to the spin, restructuring activities, acquisition and integration costs, gains on sale of real estate and income tax adjustments. In addition, these measures help investors to analyze year over year comparability when excluding currency fluctuations, acquisition activity as well as other company initiatives that are not on-going. 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 method and in the items being adjusted.

We provide the following non-GAAP measures and calculations, as well as the corresponding reconciliation to the closest GAAP measure in the following supplemental schedules:

Segment Profit. This amount represents the operations of our three geographic segments including allocations for shared support functions. General corporate and other expenses, Global marketing expenses, R&D expenses, amortization expense, interest expense, other items, net, and charges related to the spin-off, restructuring, acquisition and integration and gains on sale of real estate have all been excluded from segment profit.

Adjusted Earnings Before Income Taxes, Adjusted Net Earnings and Adjusted Diluted EPS. These measures exclude the impact of the spin-off, restructurings, acquisition and integration, gains on sale of real estate and income tax adjustments.

Ex-unusual Tax Rate. This is the tax rate when excluding the pre-tax impact of the spin-off, restructurings, acquisition and integration, gains on sale of real estate, as well as the related tax impact for these items, calculated utilizing the statutory rate for where the costs were incurred, as well as any other specifically identified non-recurring income tax adjustments.

Organic. This is the non-GAAP financial measurement of the change in revenue, segment profit or other margins that excludes or otherwise adjusts for the impact of acquisitions and the impact of currency from the changes in foreign currency exchange rates as defined below:

Impact of acquisitions. The Company acquired an auto care business on July 1, 2016. This includes the impact of the auto care on-going operations contributed to each respective income statement caption. This does not include the impact of acquisition and integration costs associated with the auto care acquisition.

Impact of currency. The Company evaluates the operating performance of our Company on a currency neutral basis. The impact of currency is the difference between the value of current year foreign operations at the current period ending USD exchange rate, compared to the value of the current year foreign operations at the prior period ending USD exchange rate.

Adjusted Comparisons. Detail for adjusted gross profit, adjusted gross margin and adjusted SG&A as a percent of sales are also supplemental non-GAAP measure disclosures. These measures exclude the impact of costs related to spin-off, restructuring, acquisition and integration.

Free Cash Flow. Free Cash Flow is defined as net cash provided by operating activities reduced by capital expenditures, net of the proceeds from asset sales. Given our extensive international operations, a significant portion of our cash is generated outside of the U.S. The repatriation of cash balances from certain of our subsidiaries could have adverse tax consequences or be subject to regulatory capital requirements.

Energizer Holdings, Inc.
Supplemental Schedules - Segment Information and Supplemental Sales Data
For the Quarter and Nine Months Ended June 30, 2017
(In millions, except per share data - Unaudited)

As of October 1, 2016, the Company changed its internal reporting structure and is managing operations via three major geographic reportable segments: Americas (North America and Latin America), Europe, Middle East and Africa ("EMEA"), and Asia Pacific. Prior to this year, the Americas segment was reported as two separate geographic reportable segments. The Company changed its internal reporting structure to combine these two geographic regions to better reflect how the Company is managing the operations.

Energizer's operating model includes a combination of standalone and shared business functions between the geographic segments, varying by country and region of the world. Energizer applies a fully allocated cost basis, in which shared business functions are allocated between segments. Such allocations are estimates, and also do not represent the costs of such services if performed on a standalone basis.

Segment sales and profitability, as well as the reconciliation to earnings before tax, for the quarter and nine months ended June 30, 2017 and 2016, respectively, are presented below:


                                                  Quarter Ended June 30,                          Nine Months Ended June 30,

                                                   2017                   2016                    2017                   2016
                                                   ----                   ----                    ----                   ----

    Net Sales

    Americas                                               $228.6                                        $213.9                                         $812.2                                         $722.5

    EMEA                                           76.6                             77.2                               265.4                              271.4

    Asia Pacific                                   66.8                             69.9                               213.0                              207.9
                                                   ----                             ----                               -----                              -----

      Total net sales                                      $372.0                                        $361.0                                       $1,290.6                                       $1,201.8
                                                           ======                                        ======                                       ========                                       ========

    Segment Profit

    Americas                                                $53.6                                         $49.1                                         $237.2                                         $193.5

    EMEA                                           10.3                              8.9                                50.4                               40.1

    Asia Pacific                                   15.4                             16.8                                59.4                               50.8


      Total segment profit                                  $79.3                                         $74.8                                         $347.0                                         $284.4

        General corporate and
         other expenses (1)                      (16.3)                          (19.7)                             (56.8)                            (56.9)

        Global marketing
         expense (1)                              (5.0)                           (5.1)                             (12.0)                            (10.4)

        Research and
         development expense                      (5.1)                           (6.6)                             (16.0)                            (19.1)

        Amortization of
         intangible assets                        (2.8)                               -                              (8.4)                                 -

        Restructuring (2)                             -                           (0.1)                                  -                             (4.9)

        Acquisition and
         integration costs (2)                    (6.7)                           (4.1)                              (9.2)                             (4.1)

        Spin costs (2)                                -                           (1.9)                                  -                            (10.6)

        Spin restructuring                            -                           (0.9)                                3.8                              (1.0)

        Gain on sale of real
         estate                                     1.7                                -                               16.9                                  -

        Interest expense                         (13.3)                          (13.1)                             (39.7)                            (39.1)

        Other items, net (3)                      (1.3)                             0.4                               (1.7)                               0.9


      Total earnings before
       income taxes                                         $30.5                                         $23.7                                         $223.9                                         $139.2
                                                            =====                                         =====                                         ======                                         ======


    (1) Recorded in SG&A on the unaudited Consolidated Statement of Earnings.

    (2) See the Supplemental Schedules - Non-GAAP Reconciliations for where these charges are recorded in unaudited Consolidated Statement of Earnings.

    (3) The amounts for the quarter and nine months ended June 30, 2017 on the Consolidated Statement of Earnings included $3.3 million of acquisition and integration costs which have been reclassified for
     purposes of the reconciliation above.

    Supplemental product information is presented below for revenues from external customers:


                                                Quarter Ended June 30,                      Nine Months Ended June 30,

    Net Sales                                      2017                   2016                    2017                   2016
                                                   ----                   ----                    ----                   ----

    Batteries                                              $325.8                                        $338.3                                       $1,138.8                                       $1,122.9

    Other                                          46.2                             22.7                               151.8                               78.9
                                                   ----                             ----                               -----                               ----

    Total net sales                                        $372.0                                        $361.0                                       $1,290.6                                       $1,201.8
                                                           ======                                        ======                                       ========                                       ========

Energizer Holdings, Inc.
Supplemental Schedules - GAAP EPS to Adjusted EPS Reconciliation
For the Quarter and Nine Months Ended June 30, 2017
(In millions, except per share data - Unaudited)

The following tables provide a reconciliation of earnings before income taxes, net earnings and net earnings per diluted share to adjusted earnings before income taxes, adjusted net earnings and adjusted net earnings per diluted share, which are non-GAAP measures.


                                                          For the Quarter Ended June 30,

    (in millions,
     except per share
     data)                   Earnings Before                           Net Earnings                   Diluted EPS
                               Income Taxes
                               ------------

                           2017              2016                2017                 2016        2017            2016
                           ----              ----                ----                 ----        ----            ----

    Reported  - GAAP                $30.5                                $23.7                           $24.9                          $24.2             $0.40 $0.39

    Impacts: Expense
     (Income)

      Spin costs (1)          -                    1.9                                 -                  1.3                      -              0.02

      Spin
       restructuring          -                    0.9                                 -                  0.7                      -              0.01

      Restructuring (1)       -                    0.1                                 -                  0.1                      -                 -

      Acquisition and
       integration
       costs (1)            6.7                     4.1                               3.1                   2.6                   0.05               0.04

      Gain on sale of
       real estate        (1.7)                      -                            (1.3)                    -                (0.02)                 -

      Income tax
       adjustments            -                      -                                -                (8.8)                     -            (0.14)

         Adjusted - Non-
          GAAP (2)                  $35.5                                $30.7                           $26.7                          $20.1             $0.43 $0.32
                                    =====                                =====                           =====                          =====             ===== =====

    Weighted average
     shares -Diluted                                                                          62.8                     62.7

                                                  For the Nine Months Ended June 30,

    (in millions,
     except per share
     data)                 Earnings Before                       Net Earnings              Diluted EPS
                             Income Taxes
                             ------------

                           2017              2016                2017                 2016        2017            2016
                           ----              ----                ----                 ----        ----            ----

    Reported  - GAAP               $223.9                               $139.2                          $167.4                         $106.1             $2.67 $1.70

    Impacts: Expense
     (Income)

      Spin costs (1)          -                   10.6                                 -                  7.0                      -              0.11

      Spin
       restructuring      (3.8)                    1.0                             (2.4)                  0.9                 (0.04)              0.01

      Restructuring (1)       -                    4.9                                 -                  3.1                      -              0.05

      Acquisition and
       integration
       costs (1)            9.2                     4.1                               4.7                   2.6                   0.07               0.04

      Gain on sale of
       real estate       (16.9)                      -                           (16.5)                    -                (0.26)                 -

      Income tax
       adjustments            -                      -                                -                (8.8)                     -            (0.14)
                            ---                    ---                              ---                 ----                    ---             -----

         Adjusted - Non-
          GAAP (3)                 $212.4                               $159.8                          $153.2                         $110.9             $2.44 $1.77
                                   ======                               ======                          ======                         ======             ===== =====

    Weighted average
     shares -Diluted                                                                          62.8                     62.5


    (1) See Supplemental Schedules -
     Statement of Earnings
     Reconciliation for where these
     costs are recorded on the
     unaudited Consolidated
     Statement of Earnings.


    (2) The effective tax rate for
     the quarter ended June 30, 2017
     and 2016 for the Adjusted -
     Non-GAAP Net Earnings and
     Diluted EPS was 24.8% and
     34.5%, respectively, as
     calculated utilizing the
     statutory rate for where the
     costs were incurred.  The net
     tax impact associated with the
     non-GAAP adjustments
     highlighted in the table was an
     expense of $3.2 million and
     $11.1 million, respectively,
     for the quarters ended June 30,
     2017 and 2016.


    (3)  The effective tax rate for
     the nine months ended June 30,
     2017 and 2016 for the Adjusted
     - Non-GAAP Net Earnings and
     Diluted EPS was 27.9% and
     30.6%, respectively, as
     calculated utilizing the
     statutory rate for where the
     costs were incurred.  The net
     tax impact associated with the
     non-GAAP adjustments
     highlighted in the table was an
     expense of $2.7 million and
     $15.8 million, respectively,
     for the nine months ended June
     30, 2017 and 2016.


                                                                                                    Energizer Holdings, Inc.

                                                                                             Supplemental Schedules - Segment Sales

                                                                                       For the Quarter and Nine Months Ended June 30, 2017

                                                                                        (In millions, except per share data - Unaudited)


    Net Sales              Q1'17           % Chg                Q2'17         % Chg                Q3'17                    % Chg                    Nine      % Chg
                                                                                                                                                 Months
                                                                                                                                                   '17
                                                                                                                                                   ---

    Americas

    Net Sales - prior year          $313.7                             194.9                                                              $213.9                                      $722.5

    Organic                    33.8                10.8%               (2.8)                         (1.4)%                               (7.8)                (3.6)%                 23.2                             3.2%

    Impact of acquisition      23.6                 7.5%                27.0                           13.9%                                23.6                  11.0%                 74.2                            10.3%

    Impact of currency        (6.0)              (1.9)%               (0.6)                         (0.4)%                               (1.1)                (0.5)%                (7.7)                          (1.1)%
                               ----                -----                 ----                           -----                                                                                                           -----

    Net Sales -current
     year                           $365.1                16.4%                        $218.5                                 12.1%                             $228.6                  6.9%                                    $812.2                12.4%
                                    ------                 ----                         ------                                  ----                              ------                   ---                                     ------                 ----


    EMEA

    Net Sales - prior year          $117.9                                       $76.3                                                                  $77.2                                    $271.4

    Organic                     0.9                 0.8%                 0.2                            0.3%                                             $1.8                 2.3%                            $2.9                              1.1%

    Impact of acquisition       2.4                 2.0%                 2.0                            2.6%                                             $1.4                 1.8%                            $5.8                              2.1%

    Impact of currency        (6.5)              (5.5)%               (4.4)                         (5.8)%                                           $(3.8)              (4.9)%                         $(14.7)                           (5.4)%
                               ----                -----                 ----                           -----                                                                                                                                  -----

    Net Sales -current
     year                           $114.7               (2.7)%                         $74.1                                (2.9)%                              $76.6                (0.8)%                                    $265.4               (2.2)%
                                    ------                -----                          -----                                 -----                               -----                 -----                                     ------                -----


    Asia Pacific

    Net Sales - prior year           $75.2                                       $62.8                                                                  $69.9                                    $207.9

    Organic                     1.8                 2.4%                 2.6                            4.1%                               (3.4)                (4.9)%                  1.0                             0.5%

    Impact of acquisition       1.8                 2.4%                 0.4                            0.6%                                 0.9                   1.3%                  3.1                             1.5%

    Impact of currency          1.0                 1.3%                 0.6                            1.0%                               (0.6)                (0.8)%                  1.0                             0.5%
                                ---                  ---                  ---                             ---                                                                                                             ---

    Net Sales -current
     year                            $79.8                 6.1%                         $66.4                                  5.7%                              $66.8                (4.4)%                                    $213.0                 2.5%
                                     -----                  ---                          -----                                   ---                               -----                 -----                                     ------                  ---


    Net Sales

    Net Sales - prior year          $506.8                                      $334.0                                                                 $361.0                                  $1,201.8

    Organic                    36.5                 7.2%                   -                              -   %                           (9.4)                (2.6)%                 27.1                             2.3%

    Impact of acquisition      27.8                 5.5%                29.4                            8.8%                                25.9                   7.2%                 83.1                             6.9%

    Impact of currency       (11.5)              (2.3)%               (4.4)                         (1.3)%                               (5.5)                (1.6)%               (21.4)                          (1.8)%
                              -----                -----                 ----                           -----                                                                                                           -----

    Net Sales -current
     year                           $559.6                10.4%                        $359.0                                  7.5%                             $372.0                  3.0%                                  $1,290.6                 7.4%
                                    ------                 ----                         ------                                   ---                              ------                   ---                                   --------                  ---


                                                                                               Energizer Holdings, Inc.

                                                                                       Supplemental Schedules - Segment Profit

                                                                                 For the Quarter and Nine Months Ended June 30, 2017

                                                                                   (In millions, except per share data - Unaudited)


    Segment Profit        Q1'17           % Chg          Q2'17   % Chg            Q3'17                     % Chg                  Nine            % Chg
                                                                                                                                  Months
                                                                                                                                    '17
                                                                                                                                    ---

    Americas

    Segment Profit -prior
     year                           $98.7                                  $45.7                                                             $49.1                               $193.5

    Organic                   22.4                 22.7%              6.6                          14.4%                               (0.5)                (1.0)%       28.5                14.7%

    Impact of acquisition      5.8                  5.9%              8.7                          19.0%                                 5.9                  12.0%       20.4                10.5%

    Impact of currency       (3.8)               (3.9)%            (0.5)                        (1.0)%                               (0.9)                (1.8)%      (5.2)              (2.6)%
                              ----                 -----              ----                          -----                                                                                     -----

    Segment Profit -
     current year                  $123.1                  24.7%                    $60.5                                 32.4%                              $53.6        9.2%                      $237.2    22.6%
                                   ------                   ----                     -----                                  ----                               -----         ---                       ------     ----


    EMEA

    Segment Profit -prior
     year                           $23.0                                   $8.2                                                              $8.9                                $40.1

    Organic                    5.8                 25.2%              6.7                          81.7%                                 2.8                  31.5%       15.3                38.2%

    Impact of acquisition      1.4                  6.1%              1.2                          14.6%                                 0.7                   7.9%        3.3                 8.2%

    Impact of currency       (4.1)              (17.8)%            (2.1)                       (25.6)%                               (2.1)               (23.7)%      (8.3)             (20.7)%
                              ----                ------              ----                         ------                                                                                    ------

    Segment Profit -
     current year                   $26.1                  13.5%                    $14.0                                 70.7%                              $10.3       15.7%                       $50.4    25.7%
                                    -----                   ----                     -----                                  ----                               -----        ----                        -----     ----


    Asia Pacific

    Segment Profit -prior
     year                           $19.5                                  $14.5                                                             $16.8                                $50.8

    Organic                    3.4                 17.4%              4.0                          27.6%                               (1.5)                (8.9)%        5.9                11.6%

    Impact of acquisition      1.0                  5.1%              0.3                           2.1%                                 0.5                   3.0%        1.8                 3.5%

    Impact of currency         0.8                  4.2%              0.5                           3.4%                               (0.4)                (2.4)%        0.9                 1.8%
                               ---                   ---               ---                            ---                                                                                       ---

    Segment Profit -
     current year                   $24.7                  26.7%                    $19.3                                 33.1%                              $15.4      (8.3)%                       $59.4    16.9%
                                    -----                   ----                     -----                                  ----                               -----       -----                        -----     ----


    Total Segment Profit

    Segment Profit -prior
     year                          $141.2                                  $68.4                                                             $74.8                               $284.4

    Organic                   31.6                 22.4%             17.3                          25.3%                                 0.8                   1.1%       49.7                17.5%

    Impact of acquisition      8.2                  5.8%             10.2                          14.9%                                 7.1                   9.5%       25.5                 9.0%

    Impact of currency       (7.1)               (5.0)%            (2.1)                        (3.1)%                               (3.4)                (4.6)%     (12.6)              (4.5)%
                              ----                 -----              ----                          -----                                                                                     -----

    Segment Profit -
     current year                  $173.9                  23.2%                    $93.8                                 37.1%                              $79.3        6.0%                      $347.0    22.0%
                                   ------                   ----                     -----                                  ----                               -----         ---                       ------     ----


                                                                                                           Energizer Holdings, Inc.

                                                                                              Supplemental Schedules - Non-GAAP Reconciliations

                                                                                             For the Quarter and Nine Months Ended June 30, 2017

                                                                                               (In millions, except per share data - Unaudited)


    Gross Profit                       Q1'17   Q2'17  Q3'17        Q1'16    Q2'16 Q3'16             Q3'17 YTD    Q3'16 YTD
                                       -----   -----  -----        -----    ----- -----             ---------    ---------

    Net Sales                                  $559.6               $359.0                   $372.0                                           $506.8                  $334.0                           $361.0      $1,290.6    $1,201.8

    Cost of products sold - adjusted     288.0           190.9        213.1                    275.9                     190.7                   207.3                   692.0                  673.9

    Adjusted Gross Profit                      $271.6               $168.1                   $158.9                                           $230.9                  $143.3                           $153.7        $598.6      $527.9

    Adjusted Gross Margin                48.5%          46.8%       42.7%                   45.6%                    42.9%                  42.6%                  46.4%                 43.9%

    Restructuring (included in Cost
     of products sold)                       -              -           -                     1.1                       1.2                     0.1                       -                   2.4

    Spin                                     -              -           -                       -                      0.5                   (0.1)                      -                   0.4

    Acquisition and integration
     costs                                   -            0.2          0.9                        -                        -                      -                    1.1                      -

    Reported Cost of products sold       288.0           191.1        214.0                    277.0                     192.4                   207.3                   693.1                  676.7

    Reported Gross Profit                      $271.6               $167.9                   $158.0                                           $229.8                  $141.6                           $153.7        $597.5      $525.1

    Reported Gross Margin                48.5%          46.8%       42.5%                   45.3%                    42.4%                  42.6%                  46.3%                 43.7%
                                          ----            ----         ----                     ----                      ----                    ----                    ----                   ----


    SG&A                               Q1'17   Q2'17  Q3'17        Q1'16    Q2'16 Q3'16             Q3'17 YTD    Q3'16 YTD
                                       -----   -----  -----        -----    ----- -----             ---------    ---------

    Segment SG&A                                $65.0                $60.1                    $62.4                                            $59.2                   $57.3                            $57.2        $187.5      $173.7

    Corporate SG&A                        14.1            26.4         16.5                     16.6                      21.3                    19.3                    57.0                   57.2

    Global Marketing                       1.4             1.6          1.8                      1.9                       2.6                     4.4                     4.8                    8.9

    SG&A Adjusted - subtotal                    $80.5                $88.1                    $80.7                                            $77.7                   $81.2                            $80.9        $249.3      $239.8

    SG&A Adjusted % of Net Sales         14.4%          24.5%       21.7%                   15.3%                    24.3%                  22.4%                  19.3%                 20.0%

    Acquisition and integration
     costs                                 0.8             1.5          2.5                        -                        -                    4.1                     4.8                    4.1

    Spin                                     -              -           -                     6.0                       2.2                     2.0                       -                  10.2

    Reported SG&A                               $81.3                $89.6                    $83.2                                            $83.7                   $83.4                            $87.0        $254.1      $254.1

    Reported SG&A % of Net Sales         14.5%          25.0%       22.4%                   16.5%                    25.0%                  24.1%                  19.7%                 21.1%
                                          ----            ----         ----                     ----                      ----                    ----                    ----                   ----


    Restructuring                      Q1'17   Q2'17  Q3'17        Q1'16    Q2'16 Q3'16             Q3'17 YTD    Q3'16 YTD
                                       -----   -----  -----        -----    ----- -----             ---------    ---------

    Restructuring                            $      -            $      -               $       -                                            $2.2                    $0.3                      $         -     $      -       $2.5

    Restructuring (COGS)                     -              -           -                     1.1                       1.2                     0.1                       -                   2.4

    Restructuring - subtotal                 $      -            $      -               $       -                                            $3.3                    $1.5                             $0.1      $      -       $4.9
                                           ---    ---          ---    ---             ---     ---                                            ----                    ----                             ----    ---    ---       ----


    Spin                               Q1'17   Q2'17  Q3'17        Q1'16    Q2'16 Q3'16             Q3'17 YTD    Q3'16 YTD
                                       -----   -----  -----        -----    ----- -----             ---------    ---------

    Spin (SG&A)                              $      -            $      -               $       -                                            $6.0                    $2.2                             $2.0      $      -      $10.2

    Spin (COGS)                              -              -           -                       -                      0.5                   (0.1)                      -                   0.4

    Spin restructuring
     (income)/expense                    (1.3)          (2.5)           -                     0.9                     (0.8)                    0.9                   (3.8)                   1.0

    Spin (income)/expense- subtotal            $(1.3)              $(2.5)               $       -                                            $6.9                    $1.9                             $2.8        $(3.8)      $11.6
                                                -----                -----              ---     ---                                            ----                    ----                             ----         -----       -----


    Acquisition and integration        Q1'17   Q2'17  Q3'17        Q1'16    Q2'16 Q3'16             Q3'17 YTD    Q3'16 YTD
                                       -----   -----  -----        -----    ----- -----             ---------    ---------

    Acquisition and integration
     costs (COGS)                            $      -                $0.2                     $0.9                                      $         -            $         -                     $         -         $1.1     $     -

    Acquisition and integration
     costs (SG&A)                          0.8             1.5          2.5                        -                        -                    4.1                     4.8                    4.1

    Acquisition and integration
     costs (Other items, net)                -              -         3.3                        -                        -                      -                    3.3                      -

    Acquisition and integration
     costs- subtotal                             $0.8                 $1.7                     $6.7                                      $         -            $         -                            $4.1          $9.2        $4.1
                                                 ----                 ----                     ----                                    ---       ---          ---       ---                            ----          ----        ----


    Free Cash Flow                                                                                                                                  Q3'17 YTD                  Q3'16 YTD
                                                                                                                                                    ---------                  ---------

    Net cash from operating activities                                                                                                      $145.6                 $141.9

    Capital expenditures                                                                                                                    (17.5)                (17.8)

    Proceeds from sale of assets                                                                                                              27.2                    1.5

    Free Cash Flow - subtotal                                                                                                               $155.3                 $125.6
                                                                                                                                            ------                 ------

Energizer Holdings, Inc.
Supplemental Schedules - Reconciliations of Non-GAAP Outlook
For the Quarter and Nine Months Ended June 30, 2017
(In millions, except per share data - Unaudited)

The following tables provides a reconciliation of Adjusted EPS and Free Cash Flow, which are non-GAAP measures, included within the Company's outlook for projected fiscal 2017 results:


    Fiscal Year 2017 Adjusted EPS
     Outlook Reconciliation

    Fiscal Year 2017 - GAAP EPS Outlook               $3.07    to        $3.13

      Acquisition and integration costs               $0.08    to        $0.07

      Gain on sale of real estate                               ($0.26)

      Spin restructuring income                                 ($0.04)

    Fiscal Year 2017 -Adjusted EPS
     Outlook                                          $2.85    to        $2.90
                                                      =====    ===       =====


    Fiscal Year 2017 Free Cash Flow
     Outlook Reconciliation

    Net cash from operating activities                    > $200

      Capital expenditures                            ($30)   to        ($35)

      Proceeds from sale of assets      approximately   $25    to          $30
                                                        ---    ---         ---

    Free Cash Flow                                        > $190
                                                          ======

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