Energizer Holdings, Inc. Announces Fiscal 2020 Second Quarter Results

ST. LOUIS, May 7, 2020 /PRNewswire/ -- Energizer Holdings, Inc. (NYSE: ENR) today announced results for the second fiscal quarter, which ended March 31, 2020. Net earnings from continuing operations were $13.7 million, or $0.14 per diluted common share, compared to a net loss from continuing operations of $62.3 million, or a $0.97 loss per diluted common share, in the prior year second quarter. Adjusted Net earnings from continuing operations in the second quarter were $29.9 million, or $0.37 per diluted common share, compared to Adjusted Net earnings from continuing operations of $16.8 million, or $0.20 per diluted common share in the second quarter of 2019.

"Energizer's strong second-quarter performance was the result of the remarkable effort by our colleagues to serve the needs of our customers and consumers impacted by COVID-19," said Alan Hoskins, Chief Executive Officer. "Energizer's top priority is to ensure the safety and well-being of our colleagues concurrent with maintaining business continuity with our customers as the effects of the pandemic continue in the months ahead. We are well-positioned to provide our critical branded products to consumers during this crisis while also continuing the efforts underway to achieve our long-term strategic objective of becoming the leading global household products company in batteries, lights, and auto care."

Second Quarter 2020 Financial Highlights (Unaudited)

The following is a summary of key results for the second quarter of Fiscal 2020. All comparisons are with the second quarter of Fiscal 2019 and represent continuing operations unless otherwise stated.

    --  Net sales were $587.0 million, an increase of 5.5%: (a)
        --  Organic Net sales increased $15.0 million, or 2.7%, primarily due to
            increased distribution in both segments and the net impact of
            COVID-19.
        --  The impact of one additional month of the Auto Care acquisition,
            which occurred on January 28, 2019, increased Net sales by $23.7
            million, or 4.3%; and
        --  Unfavorable movement in foreign currencies, excluding Argentina,
            resulted in decreased sales of $7.4 million, or 1.4%.

__________________

1) See Supplemental Schedules - Reconciliations of GAAP to Non-GAAP Reconciliation.

    --  Gross margin percentage on a reported basis was 40.1%, versus 34.9% in
        the prior year. Excluding the current and prior year acquisition,
        integration and inventory step up costs, adjusted gross margin was
        41.6%, up 100 basis points from the prior year, driven by realized
        synergies and improved material pricing partially offset by unfavorable
        channel and product mix, operational costs related to COVID-19 and
        foreign currency movements. (a)


    --  A&P was 3.9% of net sales, or $22.8 million, compared to 4.4% in the
        prior year, a decrease of $1.9 million due to the timing of spending for
        our broad portfolio as well as product and packaging innovation and
        promotional support for the auto care brands.


    --  SG&A, excluding acquisition and integration costs, was 18.4% of net
        sales, or $108.0 million, compared to prior year of 20.2% of net sales,
        a decrease of $4.2 million driven by synergy realization primarily due
        to transition service agreement (TSA) exits, lower mark to market
        expense on deferred compensation and reduced spending in the back half
        of the quarter due in part to COVID-19 impacts and restrictions. (a)


    --  Interest expense was $47.2 million compared to $77.2 million for the
        prior year comparative period. Excluding the prior year acquisition
        costs of $33.2 million, the current year Interest expense increased $3.2
        million attributed to a higher average debt balance associated with the
        acquisitions. (a)


    --  Income tax rate on a year to date basis was 26.2% as compared to 46.9%
        in the prior year. The current year rate includes costs related to
        acquisition and integration in addition to the impact of the Coronavirus
        Aid, Relief and Economic Security (CARES) Act, which was signed into law
        on March 27, 2020 and provides, among other things, increased interest
        deduction limitations to companies which can decrease overall cash taxes
        paid. The prior year rate includes $1.5 million for the one-time impact
        of U.S. tax legislation passed in December 2017 and the impact of
        disallowed transaction costs resulting from the acquisitions, which
        drove a higher tax rate in the prior year. Excluding the impact of these
        Non-GAAP adjustments, the year to date tax rate was 22.6% as compared to
        20.9% in the prior year. The increase in the rate versus prior year is
        due to the country mix of earnings which drove a higher foreign tax rate
        as well as the expiration of certain tax holidays in foreign
        jurisdictions. (a)


    --  Diluted net earnings from continuing operations per common share for the
        quarter was $0.14 and Adjusted Diluted net earnings from continuing
        operations per common share for the quarter was $0.37. (a)


    --  Net cash from operating activities from continuing operations on a year
        to date basis was $99.2 million and Adjusted Free cash flow from
        continuing operations on a year to date basis was $107.3 million, or
        8.1% of net sales. (a)


    --  Dividend payments in the quarter were $21.0 million, or $0.30 per common
        share, and $4.1 million, or $1.875 per share of mandatory preferred
        convertible stock.


    --  Repurchased approximately 980,000 shares of common stock for $45.0
        million.


    --  Discontinued operations reported a net loss of $131.4 million for the
        quarter. Included in these results is the net loss on the disposition of
        the Varta® consumer battery business to VARTA AG of $137.6 million. On
        January 2, 2020, the company completed the divestment of the Varta®
        consumer battery business to VARTA AG for an aggregate purchase price of
        EUR180 million, subject to purchase price adjustments. The cash proceeds
        received from VARTA AG and Spectrum, along with the related hedging
        arrangements, were approximately $346 million, which will be subject to
        a working capital settlement and other contractual adjustments which is
        expected to be completed in the third fiscal quarter. The Company
        utilized these proceeds to pay down term loan debt in the quarter.
    --  Subsequent to March 31, 2020, the company significantly increased
        financial flexibility through an add-on bond offering of $250.0 million
        to our 2026 Senior Notes and a credit agreement amendment which will
        lower our primary leverage covenant at the end of the fourth quarter of
        fiscal 2021.

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



     
              Total Net sales (In millions - Unaudited)


                 For the
                  Quarter and
                  Six Months
                  Ended March
                  31, 2020


                                                              Q2          % Chg                Six Months                % Chg



      Net sales -
       FY'19                                                     $
     556.4                                    $
     1,128.3


      Organic                                               15.0                   2.7                 (4.7)                             (0.4)
                                                                                    %                                                      %


      Impact of
       Battery                                                                                                                                     %
       Acquisition                                                                         
     %                   125.5                           11.1


      Impact of
       Auto Care                                                                    %                                                      %
       Acquisition                                          23.7                   4.3                  85.1                                7.5


      Change in                                            (0.7)                (0.1)
       Argentina                                                                    %                (0.5)                                     
       %


      Impact of                                            (7.4)                (1.4)                (9.9)                             (0.9)
       currency                                                                     %                                                      %



      Net sales -                                                $
     587.0              5.5                              $
         1,323.8                17.3
       FY'20                                                                            %                                                             %

Total Net sales increased 5.5%, or $30.6 million:

    --  Organic Net sales increased 2.7%, or $15.0 million, in the second fiscal
        quarter due to the following items:
        --  Increased distribution across both of our segments contributed 1.9%;
        --  Replenishment volumes, including the beneficial impacts of COVID-19
            on battery demand, contributed 1.6%;
        --  Channel and product mix in addition to trade investment reduced the
            organic increase by 0.8%.
    --  The Auto Care Acquisition, which occurred on January 28, 2019,
        contributed one additional month of Net sales of $23.7 million, or 4.3%.
    --  Our Argentina operations had an unfavorable impact on Net sales of $0.7
        million.
    --  Unfavorable movement in foreign currencies resulted in decreased sales
        of $7.4 million, or 1.4%.


                   Total Segment profit (In millions -Unaudited)


                   For the Quarter and Six Months Ended March 31, 2020


                                                            Q2               % Chg        Six Months    % Chg



      Segment profit -FY'19                                      $
        125.1                                    $
       295.8



     Organic                                             14.7                       11.8                (10.7)                       (3.6)

                                                                                       %                                                %


      Impact of Battery                                                                               %            27.9                      9.4
       Acquisition
                                                                                                                                                %


      Impact of Auto Care                                  7.0                        5.6                  17.1                          5.8
       Acquisition
                                                                                       %                                                %


      Change in Argentina                                (0.3)                     (0.2)                (0.9)                       (0.3)

                                                                                       %                                                %


      Impact of currency                                 (4.3)                     (3.5)                (5.6)                       (1.9)

                                                                                       %                                                %



      Segment profit -FY'20                                      $
        142.2                     13.7                      $
     323.6                9.4

                                                                                                   %                                              %

Total Segment profit in the second fiscal quarter increased $17.1 million, or 13.7%. The organic increase of $14.7 million, or 11.8%, was driven by top-line organic growth, realized synergies and improved material pricing, lower A&P spending and favorable SG&A due to reduced spending driven in part by COVID-19 impacts and restrictions. The impact of our Auto Care Acquisition was also favorable by $7.0 million, or 5.6%. Offsetting this favorable impact was our Argentina operations which had an unfavorable impact on segment profit of $0.3 million, or 0.2%, and unfavorable foreign currency impacts of $4.3 million, or 3.5%.

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

Financial Outlook for Fiscal 2020

The company has been able to operate effectively thus far in the environment relating to the COVID-19 pandemic and continues to move forward with its integration efforts for the acquired battery and auto care businesses, with expected synergy realization remaining unchanged. However, due to the uncertainties in this rapidly changing environment, including the possible impact of the pandemic on the global economy and consumer demand, Energizer withdrew its previously disclosed full year outlook, as indicated in our Current Report on Form 8-K, filed with the SEC on April 15, 2020.

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 second fiscal quarter earnings and recent trends in the business. 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/1192/33754

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.

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," "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 impact of the novel coronavirus (COVID-19) global pandemic;
    --  our ability to integrate businesses, to realize the projected results of
        the acquired businesses, and to obtain expected cost savings, synergies
        and other anticipated benefits of the acquired businesses within the
        expected timeframe, or at all;
    --  the impact of the acquired businesses on our business operations;
    --  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;
    --  financial strength of distributors and suppliers;
    --  our ability to improve operations and realize cost savings;
    --  the impact of the United Kingdom's future trading relationships
        following its exit from the European Union;
    --  the impact of foreign currency exchange rates and currency controls, as
        well as offsetting hedges;
    --  the impact of adverse or unexpected weather conditions;
    --  uncertainty from the expected discontinuance of LIBOR and the transition
        to any other interest rate benchmark;
    --  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, including
        customs and tariff determinations, 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 19, 2019, as amended in our Current Report on Form 8-K, filed with the SEC on April 15, 2020.


                                                                  
              
                ENERGIZER HOLDINGS, INC.
                                                                         CONSOLIDATED STATEMENT OF EARNINGS
                                                                                     (Condensed)
                                                                  (In millions, except per share data - Unaudited)




                                         For the Quarter Ended March 31,                                       For the Six Months Ended March 31,


                              2020                        2019                      2020                              2019

                                                                                                                    ---


     Net sales                      $
         587.0                                          $
              556.4                                        $
        1,323.8            $
          1,128.3


      Cost of products
       sold (1)              351.4                                   362.2                                          786.9                                    658.6



      Gross profit           235.6                                   194.2                                          536.9                                    469.7


      Selling, general and
       administrative
       expense (1)           116.1                                   141.3                                          238.2                                    245.9


      Advertising and
       sales promotion
       expense                22.8                                    24.7                                           69.6                                     65.6


      Research and
       development expense
       (1)                    8.3                                     8.7                                           17.2                                     14.2


      Amortization of
       intangible assets      14.2                                    12.5                                           28.0                                     15.7


      Interest expense (1)
       (2)                   47.2                                    77.2                                           98.2                                    125.4


      Other items, net (1)     5.1                                     3.8                                            5.1                                   (13.1)



      Earnings/(loss)
       before income taxes    21.9                                  (74.0)                                          80.6                                     16.0


      Income tax
       provision/
       (benefit)               8.2                                  (11.7)                                          21.1                                      7.5


      Net earnings/(loss)
       from continuing
       operations                     $
         13.7                                         $
              (62.3)                                          $
        59.5                $
          8.5


      Net loss from
       discontinued
       operations (3)      (131.4)                                 (11.0)                                       (131.1)                                  (11.0)




     Net loss             (117.7)                                 (73.3)                                        (71.6)                                   (2.5)


      Mandatory preferred
       stock dividends       (4.1)                                  (3.3)                                         (8.1)                                   (3.3)


      Net loss
       attributable to
       common shareholders         $
         (121.8)                                        $
              (76.6)                                        $
        (79.7)             $
          (5.8)





      Basic net earnings/
       (loss) per common
       share -continuing
       operations                     $
         0.14                                         $
              (0.97)                                          $
        0.74               $
          0.08


      Basic net loss per
       common share -
       discontinued
       operations           (1.90)                                 (0.17)                                        (1.89)                                  (0.17)



      Basic net loss per
       common share                 $
         (1.76)                                        $
              (1.14)                                        $
        (1.15)            $
          (0.09)




      Diluted net
       earnings/(loss)
       per common share -
       continuing
       operations                     $
         0.14                                         $
              (0.97)                                          $
        0.74               $
          0.08


      Diluted net loss per
       common share -
       discontinued
       operations           (1.89)                                 (0.17)                                        (1.88)                                  (0.17)



      Diluted net loss per
       common share                 $
         (1.75)                                        $
              (1.14)                                        $
        (1.14)            $
          (0.09)




      Dividend per common
       share                          $
         0.30                                           $
              0.30                                  0.30                 $
     0.30




      Weighted average
       shares of common
       stock -Basic           69.1                                    67.3                                           69.1                                     63.5


      Weighted average
       shares of common
       stock -Diluted         69.5                                    67.3                                           69.8                                     64.6




              (1)              See the Supplemental Schedules -
                                  Non-GAAP Reconciliations attached
                                  which break out the Acquisition and
                                  integration related costs included
                                  within these lines.





              (2)              Interest expense for the six months
                                  ended March 31, 2020 includes a $4.2
                                  million loss on extinguishment of
                                  debt associated with the term loan
                                  refinancing. Interest expense for
                                  the quarter and six months ended
                                  March 31, 2019 includes Acquisition
                                  debt commitment fees, interest and
                                  ticking fees of $33.2 million and
                                  $65.6 million, respectively,
                                  associated with the Battery and Auto
                                  Care Acquisitions.





              (3)              Included in these results is the pre-
                                  tax loss on the disposition of the
                                  Varta consumer battery business of
                                  $137.6 million in the quarter and
                                  six months ended March 31, 2020.
                                  The Net loss on discontinued
                                  operations is net of an income tax
                                  benefit of $13.7 million and $6.2
                                  million for the quarter and six
                                  months ended March 31, 2020,
                                  respectively.


                                                        
          
                ENERGIZER HOLDINGS, INC.
                                                              CONSOLIDATED BALANCE SHEETS
                                                                      (Condensed)
                                                               (In millions - Unaudited)





     
                Assets                                 March 31,                                  September 30,
                                                               2020                                            2019

                                                                                                               ---


     Current assets


      Cash and cash equivalents                                         $
              277.9                                          $
       258.5


           Trade receivables                                  311.6                                                    340.2



     Inventories                                             470.7                                                    469.3


      Other current assets                                    205.9                                                    177.1


      Assets held for sale                                        -                                                   791.7



      Total current assets                                            $
              1,266.1                                        $
       2,036.8


      Property, plant and equipment,
       net                                                    346.6                                                    362.0


      Operating lease assets                                   91.9



     Goodwill                                              1,008.9                                                  1,004.8


      Other intangible assets, net                          1,934.3                                                  1,958.9



     Deferred tax asset                                       21.9                                                     22.8



     Other assets                                             82.8                                                     64.3




     Total assets                                                    $
              4,752.5                                        $
       5,449.6





                   Liabilities and Shareholders' Equity



     Current liabilities


      Current maturities of long-
       term debt                                                         $
              91.3                                    
     $


      Current portion of capital
       leases                                                   1.7                                                      1.6



     Notes payable                                           184.1                                                     31.9



     Accounts payable                                        280.6                                                    299.0


      Current operating lease
       liabilities                                             14.0


      Other current liabilities                               321.2                                                    333.6


      Liabilities held for sale                                   -                                                   402.9



      Total current liabilities                                         $
              892.9                                        $
       1,069.0



     Long-term debt                                        3,010.6                                                  3,461.6


      Operating lease liabilities                              80.0


      Deferred tax liability                                  173.0                                                    170.6



     Other liabilities                                       222.3                                                    204.6




     Total liabilities                                               $
              4,378.8                                        $
       4,905.8



     Shareholders' equity



     Common stock                                              0.7                                                      0.7


      Mandatory convertible
       preferred stock                                            -


      Additional paid-in capital                              853.9                                                    870.3



     Retained earnings                                         5.8                                                    129.5



     Treasury stock                                        (179.6)                                                 (158.4)


      Accumulated other
       comprehensive loss                                   (307.1)                                                 (298.3)



      Total shareholders' equity                                        $
              373.7                                          $
       543.8



      Total liabilities and
       shareholders' equity                                           $
              4,752.5                                        $
       5,449.6


                               
              
                ENERGIZER HOLDINGS, INC.
                                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                                                  (Condensed)
                                           (In millions - Unaudited)




                                                               For the Six Months Ended March 31,


                                             2020                              2019

                                                                               ---

      Cash Flow from Operating Activities



     Net loss                                      $
              (71.6)                            $
      (2.5)


           Net loss from
            discontinued operations       (131.1)                                       (11.0)



      Net earnings from
       continuing operations                 59.5                                           8.5


      Non-cash integration and
       restructuring charges                  8.1


      Depreciation and
       amortization                          56.1                                          40.0


      Deferred income taxes                   2.6                                           0.2


      Share-based compensation
       expense                               15.9                                          14.1


      Mandatory transition tax                  -                                          1.5


      Inventory step up                         -                                         27.2


      Non-cash items included
       in income, net                        14.4                                         (5.8)



     Other, net                            (0.1)                                        (3.5)


      Changes in current assets
       and liabilities used in
       operations                          (57.3)                                       (69.2)



      Net cash from operating
       activities from
       continuing operations                 99.2                                          13.0


      Net cash used by
       operating activities
       from discontinued
       operations                          (12.9)                                       (11.2)



      Net cash from operating
       activities                            86.3                                           1.8


      Cash Flow from Investing Activities


      Capital expenditures                 (27.7)                                       (20.7)


      Proceeds from sale of
       assets                                 1.5                                           0.1


      Acquisitions, net of cash
       acquired                             (4.5)                                    (2,403.8)


      Net cash used by
       investing activities
       from continuing
       operations                          (30.7)                                    (2,424.4)


      Net cash from/(used by)
       investing activities
       from discontinued
       operations                           305.9                                       (450.6)



      Net cash from/(used by)
       investing activities                 275.2                                     (2,875.0)


      Cash Flow from Financing Activities


      Cash proceeds from
       issuance of debt with
       original maturities
       greater than 90 days                 365.0                                       1,800.0


      Payments on debt with
       maturities greater than
       90 days                            (747.2)                                      (438.4)


      Net increase/(decrease)
       in debt with original
       maturities of 90 days or
       less                                 150.3                                       (239.1)


      Debt issuance costs                   (0.9)                                       (40.1)


      Net proceeds from
       issuance of mandatory
       convertible preferred
       shares                                   -                                        199.5


      Net proceeds from
       issuance of common stock                 -                                        205.3


      Dividends paid on common
       stock                               (43.7)                                       (40.8)


      Dividends paid on
       mandatory convertible
       preferred stock                      (8.1)


      Common stock purchased               (45.0)


      Taxes paid for withheld
       share-based payments                 (9.7)                                        (7.1)


      Net cash (used by)/from
       financing activities
       from continuing
       operations                         (339.3)                                      1,439.3


      Net cash used by
       financing activities
       from discontinued
       operations                           (1.1)                                        (1.0)


      Net cash (used by)/from
       financing activities               (340.4)                                      1,438.3




      Effect of exchange rate
       changes on cash                      (1.7)                                        (0.5)





      Net decrease in cash,
       cash equivalents, and
       restricted cash from
       continuing operations              (272.5)                                      (972.6)


      Net increase/(decrease)
       in cash, cash
       equivalents, and
       restricted cash from
       discontinued operations              291.9                                       (462.8)


      Net increase/(decrease)
       in cash, cash
       equivalents, and
       restricted cash                       19.4                                     (1,435.4)


      Cash, cash equivalents,
       and restricted cash,
       beginning of period                  258.5                                       1,768.3



      Cash, cash equivalents,
       and restricted cash, end
       of period                                     $
              277.9                             $
      332.9

ENERGIZER HOLDINGS, INC.
Reconciliation of GAAP and Non-GAAP Measures
For the Quarter and Six Months Ended March 31, 2020

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 acquisition and integration costs and related items, settlement loss on pension plan terminations, loss on extinguishment of debt, and the one-time impact of the CARES Act and the new U.S. tax legislation (December 2017). 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 two reportable 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 the charges related to acquisition and integration costs have all been excluded from segment profit.

Adjusted Net Earnings From Continuing Operations and Adjusted Diluted Net Earnings Per Common Share - Continuing Operations (EPS). These measures exclude the impact of the costs related to acquisition and integration, the loss on extinguishment of debt and the one-time impact of the new U.S. income tax legislation.

Non-GAAP Tax Rate. This is the tax rate when excluding the pre-tax impact of acquisition and integration costs and the loss on extinguishment of debt, as well as the related tax impact for these items, calculated utilizing the statutory rate for where the impact was incurred, as well as the one-time impact of the CARES Act and the U.S. tax legislation (December 2017).

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

Impact of acquisitions. Energizer completed the Auto Care Acquisition on January 28, 2019 and the Battery Acquisition on January 2, 2019. These adjustments include the impact of the acquisitions' ongoing operations contributed to each respective income statement caption for the first year's operations directly after the acquisition date. This does not include the impact of acquisition and integration costs associated with any acquisition.

Change in Argentina Operations. The Company is presenting separately all changes in sales and segment profit from our Argentina affiliate due to the designation of the economy as highly inflationary as of July 1, 2018.

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, adjusted SG&A, adjusted SG&A as percent of sales, adjusted R&D, adjusted interest expense and adjusted Other items, net are also supplemental non-GAAP measure disclosures. These measures exclude the impact of costs related to acquisition and integration and the loss on extinguishment of debt.

Free Cash Flow and Adjusted 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. Adjusted Free Cash Flow is defined as Free Cash Flow excluding the cash payments for acquisition and integration expenses and integration capital expenditures. The expense cash payments are net of the statutory tax benefit associated with the payment.

EBITDA and Adjusted EBITDA. EBITDA is defined as net earnings before income tax provision, interest and depreciation and amortization. Adjusted EBITDA further excludes the impact of the costs related to acquisition and integration, settlement loss on pension plan termination and share based payments.

Energizer Holdings, Inc.
Supplemental Schedules - Segment Information and Supplemental Sales Data
For the Quarter and Six Months Ended March 31, 2020 (In millions - Unaudited)

Operations for Energizer are managed via two major geographic reportable segments: Americas and International. 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 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 six months ended March 31, 2020 and 2019, respectively, are presented below:






                                                     Quarter Ended March 31,                       Six Months Ended March 31,


                                           2020                              2019         2020                                  2019



                   Net Sales



     Americas                                       $
              409.9                               $
              381.6                       $
         924.4          $
       755.1


      International                       177.1                                     174.8                                     399.4                  373.2



                   Total net sales              $
      
                587.0                          $
      
                556.4               $
       
           1,323.8  $
       
         1,128.3



                   Segment Profit



     Americas                                       $
              101.8                                $
              88.7                       $
         231.0          $
       204.8


      International                        40.4                                      36.4                                      92.6                   91.0


                   Total segment profit         $
      
                142.2                          $
      
                125.1                 $
       
           323.6    $
       
         295.8


          General corporate and
           other expenses (1)            (23.5)                                   (29.7)                                   (48.4)                (48.4)


          Global marketing
           expense (2)                    (5.6)                                    (6.4)                                   (11.7)                 (9.5)


          Research and
           development expense -
           Adjusted (3)                   (7.7)                                    (8.7)                                   (16.2)                (14.2)


          Amortization of
           intangible assets             (14.2)                                   (12.5)                                   (28.0)                (15.7)


          Acquisition and
           integration costs (4)         (16.9)                                   (95.4)                                   (36.2)               (131.9)


          Interest expense -
           Adjusted (5) (6)              (47.2)                                   (44.0)                                   (94.0)                (59.8)


          Loss on extinguishment
           of debt (6)                                                                                                      (4.2)


          Other items, net -
           Adjusted (7)                   (5.2)                                    (2.4)                                    (4.3)                 (0.3)



                   Total earnings/(loss)
                    before income taxes          $
      
                21.9                         $
      
                (74.0)                 $
       
           80.6     $
       
         16.0




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



              (2)              The quarter and six months ended
                                  March 31, 2020 includes $2.6 million
                                  and $5.5 million recorded in SG&A,
                                  respectively, and $3.0 million and
                                  $6.2 million recorded in Advertising
                                  and sales promotion expense,
                                  respectively, in the Consolidated
                                  (Condensed) Statement of Earnings.
                                  The quarter and six months ended
                                  March 31, 2019 includes $2.2 million
                                  and $3.4 million recorded in SG&A,
                                  respectively, and $4.2 million and
                                  $6.1 million recorded in Advertising
                                  and sales promotion expense,
                                  respectively, in the Consolidated
                                  (Condensed) Statement of Earnings.



              (3)              Research and development expense for
                                  the quarter and six months ended
                                  March 31, 2020 included $0.6 million
                                  and $1.0 million, respectively, of
                                  acquisition and integration costs
                                  which have been reclassified for
                                  purposes of the reconciliation
                                  above.



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



              (5)              Interest expense for the quarter and
                                  six months ended March 31, 2019
                                  included $33.2 million and $65.6
                                  million, respectively, of
                                  Acquisition debt commitment fees,
                                  interest and ticking fees which have
                                  been reclassified for purposes of
                                  the reconciliation above.



              (6)              Loss on extinguishment of debt for
                                  the six months ended March 31, 2020
                                  includes the write off of deferred
                                  financing fees related to the term
                                  loan refinancing and was recorded in
                                  interest expense on the Consolidated
                                  (Condensed) Statement of Earnings.



              (7)                See the Supplemental Non-GAAP
                                    reconciliation for the Other items,
                                    net reconciliation between the
                                    reported and adjusted balances.

Energizer Holdings, Inc.
Supplemental Schedules - Segment Information and Supplemental Sales Data
For the Quarter and Six Months Ended March 31, 2020 (In millions - Unaudited)

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


                                         Quarter Ended March 31,                    Six Months Ended March 31,


                Net Sales        2020                            2019       2020                                2019



     Batteries                            $
              427.7                            $
              419.4                 $
     1,049.6       $
       941.3


     Auto Care                  130.2                                 108.6                                   208.9            129.1


     Lights and
      Licensing                  29.1                                  28.4                                    65.3             57.9



                Total net sales       $
     
                587.0                      $
       
                556.4             $
     
       1,323.8  $
     
        1,128.3

Energizer Holdings, Inc.
Supplemental Schedules - GAAP EPS to Adjusted EPS Reconciliation
For the Quarter and Six Months Ended March 31, 2020
(In millions, except per share data - Unaudited)

The following tables provide a reconciliation of Net earnings from continuing operations and Diluted net earnings per common share - continuing operations to Adjusted net earnings from continuing operations and Adjusted diluted net earnings per share - continuing operations, which are non-GAAP measures.


                                                         For the Quarter Ended March 31,                      For the Six Months Ended March 31,


                                              2020                        2019             2020                      2019



        Net loss attributable
         to common
         shareholders                              $
         (121.8)                               $
        (76.6)                                     $
         (79.7)    $
         (5.8)


        Mandatory preferred
         stock dividends                     (4.1)                                  (3.3)                        (8.1)                                   (3.3)




       Net loss                                   $
         (117.7)                               $
        (73.3)                                     $
         (71.6)    $
         (2.5)


        Net loss from
         discontinued
         operations                        (131.4)                                 (11.0)                      (131.1)                                  (11.0)



        Net earnings/(loss)
         from continuing
         operations                                   $
         13.7                                $
        (62.3)                                       $
         59.5       $
         8.5


                     Pre-tax adjustments

    ---

        Acquisition and
         integration (1)                              $
         16.9                                  $
        95.4                                        $
         36.2     $
         131.9


        Loss on extinguishment
         of debt (2)                                                                                               4.2





        Total adjustments,
         pre-tax                              16.9                                    95.4                          40.4                                    131.9


                     After tax adjustments

    ---

        Acquisition and
         integration                          12.8                                    79.1                          27.5                                    107.0


        Loss on extinguishment
         of debt                                                                                                   3.2




        One-time impact of
         the CARES Act                         3.4                                                                  3.4


        One-time impact of
         the new U.S. Tax
         Legislation                                                                                                                                       1.5



        Total adjustments,
         after tax                            16.2                                    79.1                          34.1                                    108.5



        Adjusted net earnings
         from continuing
         operations (3)                       29.9                                    16.8                          93.6                                    117.0


        Mandatory preferred
         stock dividends                     (4.1)                                  (3.3)                        (8.1)                                   (3.3)


        Adjusted net earnings
         from continuing
         operations
         attributable to
         common shareholders                          $
         25.8                                  $
        13.5                                        $
         85.5     $
         113.7





        Diluted net earnings/
         (loss) per common
         share -continuing
         operations                                   $
         0.14                                $
        (0.97)                                       $
         0.74      $
         0.08


                     Adjustments

    ---

        Acquisition and
         integration                          0.18                                    1.16                          0.39                                     1.54


        Loss on extinguishment
         of debt                                                                                                  0.04




        One time impact of the
         CARES Act                            0.05                                                                 0.05


        One-time impact of
         new U.S tax
         legislation                                                                                                                                      0.02


        Impact for diluted
         share calculation (4)                                                       0.01                                                                  0.05



        Adjusted diluted net
         earnings per diluted
         common share -
         continuing operations                        $
         0.37                                  $
        0.20                                        $
         1.22      $
         1.69



        Weighted average
         shares of common
         stock -Diluted                       69.5                                    67.3                          69.8                                     64.6


        Adjusted Weighted
         average shares of
         common stock -
         Diluted (4)                          69.5                                    68.3                          69.8                                     69.3




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



              (2)              This loss on extinguishment of debt
                                  is associated with the term loan
                                  refinancing which occurred in the
                                  first fiscal quarter of 2020 and was
                                  recorded in interest expense on the
                                  Consolidated (Condensed) Statement
                                  of Earnings.



              (3)              The effective tax rate for the
                                  quarters ended March 31, 2020 and
                                  2019 for the Adjusted - Non-GAAP
                                  Net Earnings and Diluted EPS was
                                  22.9% and 21.5%, respectively, as
                                  calculated utilizing the statutory
                                  rate for where the costs were
                                  incurred. The effective tax rate for
                                  the six months ended March 31, 2020
                                  and 2019 for the Adjusted - Non-
                                  GAAP Net Earnings and Diluted EPS
                                  was 22.6% and 20.9%, respectively,
                                  as calculated utilizing the
                                  statutory rate for where the costs
                                  were incurred.



              (4)              Adjusted net earnings from continuing
                                  operations for the quarter ended
                                  March 31, 2019 results in net
                                  earnings compared to the reported
                                  number of a net loss. To calculate
                                  the Adjusted diluted net earnings
                                  per common share - continuing
                                  operations, the Adjusted Weighted
                                  average shares of common stock -
                                  Diluted factor in the diluted
                                  performance shares and restricted
                                  shares of 1.0 million which were
                                  anti-dilutive on a reported basis.


                                 For the six months ended March 31,
                                  2019 calculation, the Adjusted
                                  Weighted average shares of common
                                  stock -Diluted is assuming
                                  conversion of the preferred shares
                                  as those results are more dilutive.
                                  The shares have been adjusted for
                                  the 4.7 million share conversion and
                                  the preferred dividend has been
                                  adjusted out of the Adjusted net
                                  earnings.


                                                                                                 
           
                Energizer Holdings, Inc.
                                                                                                
             Supplemental Schedules - Segment Sales
                                                                                            
          For the Quarter and Six Months Ended March 31, 2020
                                                                                              
          (In millions, except per share data - Unaudited)




                   Net sales                       Q1'20                    % Chg        Q2'20                                    % Chg                           Six Months '20                % Chg

                                                                                                                                                                                                  ---

                                  Americas


      Net sales -prior
       year                                                    $
     373.5                                                                    $
              381.6                                                          $
       755.1



     Organic                                     (19.0)                          (5.1)                                            10.9                                          2.9                        (8.1)                             (1.1)

                                                                                      %                                                                                           %                                                             %


      Impact of Battery                            107.1                            28.7                                                                                                      %             107.1                               14.2
       Acquisition
                                                                                      %                                                                                                                                                         %


      Impact of Auto Care                           52.9                            14.2                                             21.1                                          5.5                         74.0                                9.8
       Acquisition
                                                                                      %                                                                                           %                                                             %


      Change in Argentina                            0.2                             0.1                                            (0.7)                                       (0.2)                       (0.5)                             (0.1)

                                                                                      %                                                                                           %                                                             %


      Impact of currency                           (0.2)                          (0.1)                                           (3.0)                                       (0.8)                       (3.2)                             (0.4)

                                                                                      %                                                                                           %                                                             %

                                                                                                                                                                                                                                                       ---

                   Net sales -current                   37.8            7.4 22.4
                    year

                                                                                                                                                                                                      %
                                                           $
     
       514.5                       %                                                              $
     
      409.9                                                           $
        
        924.4             %

                                                                                                                                                                                                                                                                   ---

                                  International


      Net sales -prior
       year                                                    $
     198.4                                                                    $
              174.8                                                          $
       373.2



     Organic                                      (0.7)                          (0.4)                                             4.1                                          2.3                          3.4                                0.9

                                                                                      %                                                                                           %                                                             %


      Impact of Battery                             18.4                             9.3                                                                                                      %              18.4                                4.9
       Acquisition
                                                                                      %                                                                                                                                                         %


      Impact of Auto Care                            8.5                             4.3                                              2.6                                          1.5                         11.1                                3.0
       Acquisition
                                                                                      %                                                                                           %                                                             %


      Impact of currency                           (2.3)                          (1.2)                                           (4.4)                                       (2.5)                       (6.7)                             (1.8)

                                                                                      %                                                                                           %                                                             %

                                                                                                                                                                                                                                                       ---

                   Net sales -current                   12.0
                    year

                                                                                                                                                                                                      %                                                      %
                                                           $
     
       222.3                       %                                                              $
     
      177.1                              1.3                           $
        
        399.4           7.0

                                                                                                                                                                                                                                                                   ---

                                  Total Net Sales


      Net sales -prior
       year                                                    $
     571.9                                                                    $
              556.4                                                        $
       1,128.3



     Organic                                     (19.7)                          (3.4)                                            15.0                                          2.7                        (4.7)                             (0.4)

                                                                                      %                                                                                           %                                                             %


      Impact of Battery                            125.5                            21.9                                                                                                      %             125.5                               11.1
       Acquisition
                                                                                      %                                                                                                                                                         %


      Impact of Auto Care                           61.4                            10.7                                             23.7                                          4.3                         85.1                                7.5
       Acquisition
                                                                                      %                                                                                           %                                                             %


      Change in Argentina                            0.2                                             %                                               (0.7)                             (0.1)

                                                                                                                                                                                            %                            (0.5)                             %


      Impact of currency                           (2.5)                          (0.4)                                           (7.4)                                       (1.4)                       (9.9)                             (0.9)

                                                                                      %                                                                                           %                                                             %

                                                                                                                                                                                                                                                       ---

                   Net sales -current                   28.8            5.5 17.3
                    year

                                                                                                                                                                                                      %
                                                           $
     
       736.8                       %                                                              $
     
      587.0                                                         $
        
        1,323.8             %

                                                                                                                                                                                                                                                                   ---


                                                                                                            
           
                Energizer Holdings, Inc.
                                                                                                          
             Supplemental Schedules - Segment Profit
                                                                                                      
           For the Quarter and Six Months Ended March 31, 2020
                                                                                                       
           (In millions, except per share data - Unaudited)




                   Segment profit                       Q1'20                         % Chg         Q2'20                                   % Chg                             Six Months '20             % Chg

                                                                                                                                                                                                           ---

                                  Americas


      Segment profit -
       prior year                                                    $
        116.1                                                                      $
              88.7                                                     $
      204.8



     Organic                                          (17.1)                               (14.7)                                            8.6                                                9.7               (8.5)                      (4.2)
                                                                                                 %
                                                                                                                                                                                                  %                                             %


      Impact of Battery                                  21.8                                  18.8                                                                                                    %            21.8                        10.6
       Acquisition                                                                               %
                                                                                                                                                                                                                                                %


      Impact of Auto Care                                 9.1                                   7.8                                             6.7                                                7.6                15.8                         7.7
       Acquisition                                                                               %
                                                                                                                                                                                                  %                                             %


      Change in Argentina                               (0.6)                                (0.5)                                          (0.3)                                             (0.3)              (0.9)                      (0.4)

                                                                                                 %                                                                                                %                                             %


      Impact of currency                                (0.1)                                (0.1)                                          (1.9)                                             (2.2)              (2.0)                      (0.9)

                                                                                                 %                                                                                                %                                             %

                                                                                                                                                                                                                                                       ---

                   Segment profit -                          11.3     14.8       12.8
                    current year

                                                                                                        %
                                                                $
      
          129.2                                                                                       $
      
                101.8                  %                     $
      
        231.0           %

                                                                                                                                                                                                                                                                ---

                                  International


      Segment profit -
       prior year                                                     $
        54.6                                                                      $
              36.4                                                      $
      91.0



     Organic                                           (8.3)                               (15.2)                                            6.1                                               16.8               (2.2)                      (2.4)
                                                                                                 %
                                                                                                                                                                                                  %                                             %


      Impact of Battery                                   6.1                                  11.2                                                                                                    %             6.1                         6.7
       Acquisition                                                                               %
                                                                                                                                                                                                                                                %


      Impact of Auto Care                                 1.0                                   1.8                                             0.3                                                0.8                 1.3                         1.4
       Acquisition                                                                               %
                                                                                                                                                                                                  %                                             %


      Impact of currency                                (1.2)                                (2.2)                                          (2.4)                                             (6.6)              (3.6)                      (3.9)

                                                                                                 %                                                                                                %                                             %

                                                                                                                                                                                                                                                       ---

                   Segment profit -                         (4.4)    11.0
                    current year

                                                                                                        %                                                                                                                                                  %
                                                                 $
      
          52.2                                                                                        $
      
                40.4                  %                      $
      
        92.6         1.8

                                                                                                                                                                                                                                                                ---

                                  Total Segment profit


      Segment profit -
       prior year                                                    $
        170.7                                                                     $
              125.1                                                     $
      295.8



     Organic                                          (25.4)                               (14.9)                                           14.7                                               11.8              (10.7)                      (3.6)
                                                                                                 %
                                                                                                                                                                                                  %                                             %


      Impact of Battery                                  27.9                                  16.3                                                                                                    %            27.9                         9.4
       Acquisition                                                                               %
                                                                                                                                                                                                                                                %


      Impact of Auto Care                                10.1                                   5.9                                             7.0                                                5.6                17.1                         5.8
       Acquisition                                                                               %
                                                                                                                                                                                                  %                                             %


      Change in Argentina                               (0.6)                                (0.4)                                          (0.3)                                             (0.2)              (0.9)                      (0.3)

                                                                                                 %                                                                                                %                                             %


      Impact of currency                                (1.3)                                (0.6)                                          (4.3)                                             (3.5)              (5.6)                      (1.9)

                                                                                                 %                                                                                                %                                             %

                                                                                                                                                                                                                                                       ---

                   Segment profit -                           6.3     13.7
                    current year

                                                                                                        %                                                                                                                                                  %
                                                                $
      
          181.4                                                                                       $
      
                142.2                  %                     $
      
        323.6         9.4

                                                                                                                                                                                                                                                                ---


                                                                                                        
              
                Energizer Holdings, Inc.
                                                                                                  
               Supplemental Schedules - Non-GAAP Reconciliations
                                                                                                 
               For the Quarter and Six Months Ended March 31, 2020
                                                                                                   
               (In millions, except per share data - Unaudited)




                   Gross profit             Q1'20           Q2'20          Q1'19          Q2'19                                                     Q2'20 YTD      Q2'19 YTD



      Net sales                                         $
      736.8                     $
       587.0                                                                                         $
        571.9                    $
         556.4                        $
         1,323.8          $
          1,128.3


      Cost of products
       sold -adjusted                       428.6                  343.1                               296.4                                                              330.5                            771.7                            626.9


                   Adjusted Gross
                    profit                        $
       
        308.2                $
      
         243.9                                                                                  $
        
          275.5             $
        
           225.9                  $
         
           552.1    $
         
            501.4


                   Adjusted Gross            41.8                   41.6                                48.2                                                               40.6
                    margin                                                                                                                                                                           
         %                         
         %
                                                %                     %                                  %                                                                 %                            41.7                             44.4


      Acquisition and
       integration costs                      6.9                    8.3                                                                                                   4.5                             15.2                              4.5


      Inventory step up                         -                                                                                                                       27.2                                                             27.2


      Reported Cost of
       products sold                        435.5                  351.4                               296.4                                                              362.2                            786.9                            658.6


                   Gross profit                   $
       
        301.3                $
      
         235.6                                                                                  $
        
          275.5             $
        
           194.2                  $
         
           536.9    $
         
            469.7


                   Gross margin              40.9                   40.1                                48.2                                                               34.9
                                                                                                                                                                                                     
         %                         
         %
                                                %                     %                                  %                                                                 %                            40.6                             41.6





                   SG&A                     Q1'20           Q2'20          Q1'19          Q2'19                                                     Q2'20 YTD      Q2'19 YTD



      Segment SG&A                                       $
      84.1                      $
       82.4                                                                                          $
        65.8                     $
         81.4                          $
         166.5            $
          147.2


      Corporate SG&A                         24.0                   23.0                                18.7                                                               28.6                             47.0                             47.3


      Global Marketing                        2.9                    2.6                                 1.2                                                                2.2                              5.5                              3.4


                   SG&A Adjusted -
                    subtotal                      $
       
        111.0                $
      
         108.0                                                                                   $
        
          85.7             $
        
           112.2                  $
         
           219.0    $
         
            197.9


                   SG&A Adjusted % of        15.1                   18.4                                15.0                                                               20.2
                    Net sales                                                                                                                                                                        
         %                         
         %
                                                %                     %                                  %                                                                 %                            16.5                             17.5


      Acquisition and
       integration costs                     11.1                    8.1                                18.9                                                               29.1                             19.2                             48.0


                   Reported SG&A                  $
       
        122.1                $
      
         116.1                                                                                  $
        
          104.6             $
        
           141.3                  $
         
           238.2    $
         
            245.9


                   Reported SG&A % of        16.6                   19.8                                18.3                                                               25.4
                    Net sales                                                                                                                                                                        
         %                         
         %
                                                %                     %                                  %                                                                 %                            18.0                             21.8





                   Acquisition and
                    integration             Q1'20           Q2'20          Q1'19          Q2'19                                                     Q2'20 YTD      Q2'19 YTD



      Inventory step up
       (COGS)                             
         $                        
         $                                                                                 
             $                                          $
         27.2                 
     $                              $
          27.2


      Cost of products
       sold                                   6.9                    8.3                                                                                                   4.5                             15.2                              4.5



     SG&A                                   11.1                    8.1                                18.9                                                               29.1                             19.2                             48.0


      Research and
       development                            0.4                    0.6                                                                                                                                   1.0


      Interest expense                          -                                                     32.4                                                               33.2                                                             65.6


      Other items, net                        0.9                  (0.1)                             (14.8)                                                               1.4                              0.8                           (13.4)


                   Acquisition and
                    integration
                    related items                  $
       
        19.3                 $
      
         16.9                                                                                   $
        
          36.5              $
        
           95.4                   $
         
           36.2    $
         
            131.9





                   Other items, net         Q1'20           Q2'20          Q1'19          Q2'19                                                     Q2'20 YTD      Q2'19 YTD



      Interest income                                   $
      (0.1)                    $
       (0.1)                                                                                        $
        (0.3)                   $
         (0.7)                         $
         (0.2)           $
          (1.0)


      Foreign currency
       exchange
       (gain)/loss                          (0.4)                   5.5                               (1.1)                                                               3.8                              5.1                              2.7


      Pension benefit
       other than
       service costs                        (0.5)                 (0.5)                              (0.7)                                                             (0.7)                           (1.0)                           (1.4)



     Other                                   0.1                    0.3                                                                                                                                   0.4


                   Other items, net -
                    Adjusted                      $
       
        (0.9)                 $
      
         5.2                                                                                  $
        
          (2.1)              $
        
           2.4                    $
         
           4.3      $
         
            0.3


      Acquisition
       foreign currency
       loss/(gain)                            2.2                                                     (9.0)                                                                                               2.2                            (9.0)


      Interest income on
       restricted cash                          -                                                    (5.8)                                                                                                                             (5.8)


      Transition
       services
       agreement income                     (0.3)                 (0.1)                                                                                                (0.1)                           (0.4)                           (0.1)


      Gain on sale of
       assets                               (1.0)                                                                                                                                                      (1.0)


      Settlement of
       acquired business
       hedging contract                         -                                                                                                                        1.5                                                              1.5



                   Acquisition and
                    integration cost                $
       
        0.9                $
      
         (0.1)                                                                                $
        
          (14.8)              $
        
           1.4                    $
         
           0.8   $
         
            (13.4)



                   Total Other items,
                    net               
     
           $                                 $
      
         5.1                                                                                 $
        
          (16.9)              $
        
           3.8                    $
         
           5.1   $
         
            (13.1)


                                                                                                  
             
                Energizer Holdings, Inc.
                                                                                             
          Supplemental Schedules - Non-GAAP Reconciliations cont.
                                                                                               
          For the Quarter and Six Months Ended March 31, 2020
                                                                                                
          (In millions, except per share data - Unaudited)




                                        Q2'20                Q1'20      Q4'19                                 Q3'19                                       LTM                 Q2'19
                                                                                                                                                3/31/20 (1)

                                                                                                                                                                                ---

      Net earnings/(loss)
       from continuing
       operations                                   $
      13.7                        $
      45.8                                                                        $
      47.0                       $
       9.2            $
     115.7       $
     (62.3)


      Income tax
       provision/
       (benefit)                          8.2                      12.9                                           0.7                                                     0.2         22.0                  (11.7)



                   Earnings/(loss)
                    before income taxes        $
      
        21.9                   $
      
        58.7                                                                   $
      
        47.7                 $
       
         9.4        $
     
       137.7 $
       
       (74.0)


      Interest expense                   47.2                      51.0                                          48.7                                                    51.9        198.8                    77.2


      Depreciation &
       Amortization                      28.5                      27.6                                          22.0                                                    30.8        108.9                    28.4



                   EBITDA                      $
      
        97.6                  $
      
        137.3                                                                  $
      
        118.4                $
       
         92.1        $
     
       445.4   $
       
       31.6



     
                Adjustments:


        Acquisition and
         integration costs               16.9                      19.3                                          28.5                                                    28.0         92.7                    62.2


        Settlement loss on
         pension plan
         terminations                       -                                                                   3.7                                                                 3.7


        Share-based
         payments                         8.7                       7.2                                           6.3                                                     6.7         28.9                     7.6



                   Adjusted EBITDA            $
      
        123.2                  $
      
        163.8                                                                  $
      
        156.9               $
       
         126.8        $
     
       570.7  $
       
       101.4




              (1)               LTM defined as the latest
                                   12 months for the period
                                   ending March 31, 2020.



     
                Free Cash Flow                                       Q2'20 YTD                Q2'19 YTD




     Net cash from operating activities from continuing operations                     $
      99.2                        $
      13.0



     Capital expenditures                                                 (27.7)                          (20.7)



     Proceeds from sale of assets                                            1.5                              0.1




     
                Free cash flow from continuing operations - subtotal            $
      
        73.0                   $
     
        (7.6)



     Cash paid for acquisition and integration expenses                     19.5                            108.7



     Cash paid for integration related capital expenditures                 14.8



     
                Adjusted Free cash flow                                        $
      
        107.3                   $
     
        101.1

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SOURCE Energizer Holdings, Inc.