Energizer Holdings, Inc. Announces Fiscal 2020 Fourth Quarter and Full Year Results, Financial Outlook for Fiscal 2021 and New Share Repurchase Authorization

ST. LOUIS, Nov. 12, 2020 /PRNewswire/ -- Energizer Holdings, Inc. (NYSE: ENR) today announced results for the fourth fiscal quarter and full fiscal year, which ended September 30, 2020.

"The continued elevated demand for batteries and the recovery of the auto care business resulted in our fifth consecutive year of organic growth. Throughout the pandemic, our focus has continued to be on the health and safety of our colleagues and meeting the needs of our customers and consumers," said Alan Hoskins, Chief Executive Officer. "Doing so resulted in higher costs and ultimately lower earnings. We believe that the value of our relationships with our customers far outweighs these short-term costs."

"We have taken action to increase our agility and ability to serve our customers. We expect the increased costs related to COVID-19 will be substantially reduced by the end of the first quarter of fiscal 2021. The actions we have taken include enhancing our manufacturing network, reorganization of our global product supply structure, and acceleration of our investment in enterprise analytics to drive better, and more timely, decision-making. With these steps well underway, we believe we are back on the path of delivering meaningful growth in 2021 and beyond by improving productivity and taking costs out of the business while continuing to grow the top line through both innovation and strengthening our brands."






           
            (1)            See Press
                                     Release
                                     attachments
                                     and
                                     supplemental
                                     schedules for
                                     additional
                                     information,
                                     including the
                                     GAAP to Non-
                                     GAAP
                                     reconciliations.

Top-Line Performance

For the quarter and fiscal year, top-line sales growth continued to be very strong. Net sales were $763.0 million for the fourth fiscal quarter compared to $719.0 million in the prior year period and $2,744.8 million for the fiscal year compared to $2,494.5 million for the prior fiscal year.


                                              Fourth          % Chg             Full Fiscal     % Chg
                                      Quarter                              Year




     Net Sales - FY'19                              $
     719.0                                           $
      2,494.5



     Organic                                   43.8                   6.1                         61.4                             2.5

                                                                        %                                                          %



     Impact of Battery Acquisition                                                          %             125.5                        5.0

                                                                                                                                           %



     Impact of Auto Care Acquisition                                                        %              85.1                        3.4

                                                                                                                                           %



     Change in Argentina operations             2.0                   0.3                          1.6                             0.1

                                                                        %                                                          %



     Impact of currency                       (1.8)                (0.3)                      (23.3)                          (1.0)

                                                                        %                                                          %




     Net Sales - FY'20                              $
     763.0                            6.1                        $
     2,744.8               10.0

                                                                                          %                                                  %

Organic net sales increased 6.1% in the fourth fiscal quarter due to the following items:((1))

    --  Distribution gains across all product categories contributed 3% to the
        organic increase;
    --  Increased year-over-year replenishment volume, primarily in North
        America battery, contributed 3% to the increase;
    --  Increased volume driven by the COVID-19 pandemic, which was slightly
        offset by increased retailer fines and penalties due to the
        unprecedented demand spike and necessary actions to support our
        customers and consumers, contributed a net impact of 0.9% to the
        increase; and
    --  Lower year-over-year U.S. hurricane volume of 0.8% partially offset the
        increases.

Organic net sales increased 2.5% in the fiscal year due to the following items:((1))

    --  Distribution gains contributed 2.7% of the increase;
    --  Favorable carryover impact of the fiscal 2019 price increases, together
        with the net COVID-19 pandemic impact driven by North America battery,
        contributed 1.0% of the increase; and
    --  Lower replenishment volume early in the year, and the year-over-year
        impact of lower storm activity partially offset the increases.

Gross Margin

Gross margin percentage on a reported basis for the fourth fiscal quarter was 36.9%, versus 40.0% in the prior year quarter, and was 39.4% for fiscal 2020, versus 40.2% in the prior year. Excluding the prior year inventory step up resulting from purchase accounting and acquisition and integration costs in both years, gross margin was 38.4% for the fourth fiscal quarter, down 370 basis points from the prior year quarter, and was 40.6% for the fiscal year, down 200 basis points from prior year.((1))


                                                             Fourth Quarter     Full Fiscal Year



     Adjusted Gross Margin - FY'19 (1)                                42.1                        42.6
                                                                          %                          %



     Incremental COVID-19 costs                                      (2.3)                      (1.1)
                                                                          %                          %



     Collective shift in customer and product mix                    (1.7)                      (0.8)
                                                                          %                          %



     Unfavorable movement in foreign currencies and tariffs          (1.0)                      (0.6)
                                                                          %                          %



     Lower margin rate profile of the acquired businesses                  
     %                  (0.8)
                                                                                                     %



     Synergy realization                                               1.3                         1.3
                                                                          %                          %




     Adjusted Gross Margin - FY'20 (1)                                38.4                        40.6
                                                                          %                          %

Gross margin reflects the demand impact from COVID-19 that was elevated and prolonged for much of fiscal 2020 which put significant stress on our global network. This impact was compounded in the fourth quarter due to preparation for the upcoming holiday season. In order to serve our customers, we took a series of actions, including higher than normal internal production, aggressively sourcing raw materials and finished goods, and increasing air freight and co-packing capacity. These efforts resulted in incremental COVID-19 costs in the fiscal fourth quarter and fiscal year.

Fiscal 2020 gross margin performance was also heavily impacted by sales mix changes, including:

    --  As the fiscal year unfolded, the pandemic resulted in lockdowns across
        the world, which drove shifts in our business from higher margin
        markets, which in some cases had longer and more severe lockdowns, to
        lower margin markets; and
    --  Changes in consumers' shopping behaviors as they navigated the pandemic
        by migrating to different channels and products.

Selling, General and Administrative expense (SG&A)

SG&A, excluding acquisition and integration costs, for the fourth fiscal quarter was 15.6% of net sales, or $118.8 million, a decrease of $4.2 million versus the prior year. This decrease was driven by synergy realization primarily due to transition service agreement (TSA) exits.((1))

SG&A, excluding acquisition and integration costs, for fiscal 2020 was $444.5 million, or 16.2% of net sales, as compared to $433.4 million, or 17.4% of net sales, in the prior year. The changes were due to incremental SG&A of approximately $26 million due to the Battery and Auto Care Acquisitions, partially offset by synergy realization and reduced spending.((1))

Advertising and promotion expense (A&P)

A&P was 5.3% of net sales for the fourth fiscal quarter, an increase of 150 basis points, or $12.8 million. The increase was due to planned incremental investment in our branded product portfolio.

A&P was 5.4% of sales for fiscal 2020, an increase of 30 basis points, or $19.8 million. The increase over prior year is driven by incremental spending of $3.5 million due to the Battery and Auto Care Acquisitions, which was primarily for product and packaging innovation and promotional support for our auto care brands, in addition to planned incremental investment in our branded product portfolio.



     
                Earnings Per Share and Adjusted EBITDA                                  Fourth Quarter               Full Fiscal Year




     (In millions, except per share data)                                       2020                     2019 2020                      2019




     Net (loss)/earnings from continuing operations                                  $
        (41.7)                  $
            47.0            $
      46.8  $
      64.7



     Diluted net (loss)/earnings per common share - continuing operations            $
        (0.67)                  $
            0.62            $
      0.44  $
      0.78





     Adjusted net earnings from continuing operations(1)                               $
        44.7                   $
            68.6           $
      176.8 $
      216.1



     Adjusted diluted net earnings per common share - continuing operations (1)        $
        0.59                   $
            0.93            $
      2.31  $
      3.00



     Adjusted EBITDA(1)                                                               $
        140.4                  $
            156.9           $
      562.0 $
      545.5

During the quarter, the Company took advantage of favorable debt markets and refinanced its Senior Notes due 2025 and 2026, totaling $1.35 billion in principal amount, with new Senior Notes which come due in 2028 and 2029, respectively. The new Senior Notes have significantly lower interest rates and will result in approximately $17.5 million in annual interest savings, as well as an extension of the weighted average maturity of these borrowings by roughly three years.

Our fourth quarter earnings per share and Adjusted EBITDA were lower than previously provided guidance primarily due to incremental COVID-19 costs caused by elevated demand, primarily customer fines and penalties, increased product sourcing costs, including tariffs, and higher SG&A relating to factoring costs, legal fees and compensation expenses. These increased costs resulted in a decline of approximately $16 million in Adjusted EBITDA, and coupled with the increase in tax rate, approximately $0.20 of earnings per share for the year.

The Net loss from continuing operations for the fiscal fourth quarter included the loss on the extinguishment of debt of $90.7 million, or $1.01 per diluted share, and pre-tax acquisition and integration expense of $20.4 million, or $0.29 per diluted share.

The Net earnings from continuing operations for the fiscal year included the loss on extinguishment of debt of $94.9 million, or $1.05, per diluted share, and pre-tax acquisition and integration costs of $68.0 million, or $0.79 per diluted share.

The change in Adjusted EBITDA and Adjusted diluted net earnings per common share - continuing operations for the quarter was driven in large part by incremental COVID-19 costs, including air freight and customer fines and penalties and increased A&P, offset by the continued realization of synergies.

The impacts on Adjusted EBITDA and Adjusted diluted net earnings per common share - continuing operations for the fiscal year were largely the same as the fiscal quarter, with the addition of a full year of acquisition activity, as well as the impact of unfavorable currency. A higher tax rate, due to country mix of earnings, also impacted the year-over-year change in adjusted earnings per common share - continuing operation.

Incremental COVID-19 Costs

The table below is a summary of the incremental COVID-19 costs incurred for the fourth fiscal quarter and fiscal year in addition to the impact these costs had on our EBITDA and Earnings per share for both periods presented:



     (In millions, except per share data) Fourth Quarter         Fiscal Year 2020



     Gross margin                                        $
     19.0                      $
     29.0



     SG&A                                            3.0



     Interest expense                                3.0                          7.0




     Incremental COVID-19 Costs                          $
     25.0                      $
     36.0





     Impact to EBITDA                                    $
     22.0                      $
     29.0



     Impact to Earnings per share                        $
     0.28                      $
     0.41

Strong Free Cash Flow and Continued Return of Capital

    --  We generated strong cash flows from continuing operations of $157.4
        million and $389.3 million for the quarter and the year, respectively,
        and Adjusted Free Cash Flow from continuing operations of $161.4 million
        and $405.1 million for the quarter and year, respectively, driven
        primarily by working capital improvements and certain one-time tax items
        realized earlier in the year. Strong cash flows allowed for the Company
        to pay down over $100 million of debt subsequent to year-end.((1))
    --  Dividend payments in the quarter were approximately $21 million, or
        $0.30 per common share and $4.1 million, or $1.875 per share of
        mandatory preferred convertible stock. Dividend payments for the year
        were $85.4 million, or $1.20 per common share and $16.2 million, or
        $7.50 per share of mandatory preferred convertible shares.
    --  Repurchased approximately 980,000 shares of common stock for $45.0
        million in the first fiscal quarter. As noted above, the Board has
        approved a new share repurchase program for up to 7.5 million shares.
        This replaced the prior authorization that was outstanding.
    --  Net debt to credit defined EBITDA was 4.8 times at the end of fiscal
        2020.

Financial Outlook and Assumptions for Fiscal Year 2021((1))

The Company is providing the below financial outlook and assumptions for fiscal 2021. Note that all comparisons are with actual results for fiscal year ended September 30, 2020. As we continue to navigate through the impacts of the pandemic, our assumptions for fiscal 2021 do not anticipate any significant disruptions to our global manufacturing plants, distribution centers or customers. We assume the retail environment will remain competitive and the commodity costs will be benign. Should disruption occur that is prolonged, our expected results may be significantly impacted as we may not be able to supply demand in a timely manner or at all. Looking specifically at our key metrics for fiscal 2021, we expect the following:

    --  Net Sales growth in the range of 2% to 4% with expected growth in
        batteries at the low end of the range and auto care at the high end of
        the range;
    --  Adjusted gross margin to be essentially flat with approximately $15
        million of COVID-19 costs expected to be incurred in the first quarter,
        and an expected sequential improvement in gross margin rate as we
        progress through 2021;
    --  Adjusted earnings per share in the range of $2.95 to $3.25;
    --  Adjusted EBITDA range of $600 to $630 million;
    --  Adjusted free cash flow in the range of $325 to $350 million dollars, as
        working capital returns to more normalized levels and we lapped one-time
        tax items from the prior fiscal year;
    --  Capital spending, excluding integration, in the range of $35 to $45
        million, and integration related capital in the range of $30 to $40
        million.

Given the expected growth in fiscal 2021 is off lower-than-previously expected fiscal 2020 results and the uncertainty related to the pandemic, the the Company is withdrawing its pre-pandemic targets for 2022 of $700 million in adjusted EBITDA and $400 million in adjusted free cash flow. We have provided additional details on our long-term algorithm in the deck that was provided with the release.

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 fourth quarter and fiscal 2020 financial results and the financial outlook for fiscal 2021. 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/1192/37929

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

Forward-Looking Statements.
This document contains both historical and forward-looking statements. Forward-looking statements are not based on historical facts but instead reflect our expectations, estimates or projections concerning future results or events, including, without limitation, the future sales, gross margins, costs, earnings, cash flows, tax rates and performance of the Company. These statements generally can be identified by the use of forward-looking words or phrases such as "believe," "expect," "expectation," "anticipate," "may," "could," "intend," "belief," "estimate," "plan," "target," "predict," "likely," "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;
    --  uncertainty relating to the impacts of the COVID-19 outbreak, including
        but not limited to, its impacts on consumer demand, costs, product mix,
        the availability of our products, our strategic initiatives, our and our
        partners' global supply chains, operations and routes to market;
    --  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 well as our Form 10-Q filed on August 5, 2020.


                                                                                
            
                ENERGIZER HOLDINGS, INC.

                                                                             
          
                CONSOLIDATED STATEMENT OF EARNINGS

                                                                                     
              
                (Condensed)

                                                                           
       
              (In millions, except per share data - Unaudited)




                                                                                                       Quarter Ended                                     Twelve Months Ended
                                                                                            September 30,                                       September 30,



                                                                                    2020                              2019                 2020                            2019






     Net sales                                                                             $
              763.0                                   $
              719.0                $
        2,744.8  $
       2,494.5



     Cost of products sold (1)                                                    481.2                                         431.2                                 1,662.9          1,490.7




     Gross profit                                                                 281.8                                         287.8                                 1,081.9          1,003.8



     Selling, general and administrative expense (1)                              132.3                                         142.2                                   483.3            515.7



     Advertising and promotion expense                                             40.2                                          27.4                                   147.1            127.3



     Research and development expense (1)                                           9.8                                           9.1                                    35.4             32.8



     Amortization of intangible assets                                             14.2                                          13.1                                    56.5             43.2



     Interest expense (1) (2)                                                      50.2                                          48.7                                   195.0            226.0



     Loss on extinguishment of debt (3)                                            90.7                                                                                 94.9



     Other items, net (1)                                                         (3.8)                                        (0.4)                                    2.0           (14.3)




     (Loss)/Earnings before income taxes                                         (51.8)                                         47.7                                    67.7             73.1



     Income tax (benefit)/provision                                              (10.1)                                          0.7                                    20.9              8.4




     Net (loss)/earnings from continuing operations                                       $
              (41.7)                                   $
              47.0                   $
        46.8     $
       64.7



     Net loss from discontinued operations (4)                                    (9.8)                                        (0.8)                                (140.1)          (13.6)




     Net (loss)/earnings                                                         (51.5)                                         46.2                                  (93.3)            51.1



     Mandatory preferred stock dividends                                          (4.1)                                        (4.3)                                 (16.2)          (12.0)




     Net (loss)/earnings attributable to common shareholders                              $
              (55.6)                                   $
              41.9                $
        (109.5)    $
       39.1





     Basic net (loss)/earnings per common share - continuing operations                   $
              (0.67)                                   $
              0.62                   $
        0.44     $
       0.79



     Basic net loss per common share - discontinued operations                   (0.14)                                       (0.01)                                 (2.03)          (0.20)




     Basic net (loss)/earnings per common share                                           $
              (0.81)                                   $
              0.61                 $
        (1.59)    $
       0.59





     Diluted net (loss)/earnings per common share - continuing operations                 $
              (0.67)                                   $
              0.62                   $
        0.44     $
       0.78



     Diluted net loss per common share - discontinued operations                 (0.14)                                       (0.01)                                 (2.02)          (0.20)




     Diluted net (loss)/earnings per common share                                         $
              (0.81)                                   $
              0.61                 $
        (1.58)    $
       0.58





     Weighted average shares of common stock - Basic                               68.5                                          68.9                                    68.8             66.4



     Weighted average shares of common stock - Diluted                             68.5                                          69.2                                    69.5             67.3




              (1)              See the Supplemental Schedules -
                                  Non-GAAP Reconciliation attached
                                  which breaks out the Acquisition and
                                  integration related items included
                                  within these lines.



              (2)              Includes Acquisition debt commitment
                                  fees, interest, and ticking fees of
                                  $65.6 million for the twelve months
                                  ended September 30, 2019.



              (3)              The Loss on the extinguishment of
                                  debt for the quarter ended September
                                  30, 2020 relates to the Company's
                                  July 2020 redemption of its $600.0
                                  million Senior Notes due in 2025 and
                                  the redemption of the $750.0 million
                                  Senior Notes due in 2026 which were
                                  redeemed subsequent to year-end on
                                  October 16, 2020.  The twelve months
                                  ended September 30, 2020 also
                                  includes the write off of deferred
                                  financing fees related to the term
                                  loan refinancing in December 2019.



              (4)              Included in these results is the pre-
                                  tax loss on the disposition of the
                                  Varta consumer battery business of
                                  $141.6 million in the twelve months
                                  ended September 30, 2020. The Net
                                  loss on discontinued operations is
                                  net of income tax expense of $5.4
                                  million and a benefit of $1.2
                                  million for the quarter and twelve
                                  months ended September 30, 2020,
                                  respectively and income tax expense
                                  of $6.5 million and $4.0 million for
                                  the quarter and twelve months ended
                                  September 30, 2019, respectively.


                                                          
         
         ENERGIZER HOLDINGS, INC.

                                                        
         
         CONSOLIDATED BALANCE SHEETS

                                                            
         
             (Condensed)

                                                         
         
         (In millions - Unaudited)




                                                                                             
            
         SEPTEMBER 30,


                                                                                                 2020                     2019




     
                Assets



     Current assets



     Cash and cash equivalents                                                                         $
       459.8                            $
       258.5



     Restricted cash                                                                           790.0



     Trade receivables                                                                         292.0                             340.2



     Inventories                                                                               511.3                             469.3



     Other current assets                                                                      157.8                             177.1



     Assets held for sale                                                                                                       791.7




     Total current assets                                                                            $
       2,210.9                          $
       2,036.8



     Property, plant and equipment, net                                                        352.1                             362.0



     Operating lease asset                                                                     121.9



     Goodwill                                                                                1,016.0                           1,004.8



     Other intangible assets, net                                                            1,909.0                           1,958.9



     Deferred tax asset                                                                         24.3                              22.8



     Other assets                                                                               94.1                              64.3




      Total assets                                                                                   $
       5,728.3                          $
       5,449.6




     
                Liabilities and Shareholders' Equity



     Current liabilities



     Current maturities of long-term debt                                                              $
       841.3                      
     $



     Current portion of capital leases                                                           1.7                               1.6



     Notes payable                                                                               3.8                              31.9



     Accounts payable                                                                          378.1                             299.0



     Current operating lease liabilities                                                        14.8



     Other current liabilities                                                                 408.7                             333.6



     Liabilities held for sale                                                                                                  402.9




     Total current liabilities                                                                       $
       1,648.4                          $
       1,069.0



     Long-term debt                                                                          3,306.9                           3,461.6



     Operating lease liabilities                                                               111.9



     Deferred tax liability                                                                    140.4                             170.6



     Other liabilities                                                                         211.6                             204.6




      Total liabilities                                                                              $
       5,419.2                          $
       4,905.8




     Shareholders' equity



     Common stock                                                                                0.7                               0.7



     Mandatory convertible preferred stock



     Additional paid-in capital                                                                859.2                             870.3



     Retained earnings                                                                        (66.2)                            129.5



     Treasury stock                                                                          (176.9)                          (158.4)



     Accumulated other comprehensive loss                                                    (307.7)                          (298.3)




     Total shareholders' equity                                                                        $
       309.1                            $
       543.8




     Total liabilities and shareholders' equity                                                      $
       5,728.3                          $
       5,449.6


                                                                                                             
         
            ENERGIZER HOLDINGS, INC.

                                                                                                          
        
          CONSOLIDATED STATEMENT OF CASH FLOWS

                                                                                                                
        
                (Condensed)

                                                                                                            
         
            (In millions - Unaudited)




                                                                                                                                                                                FOR THE YEARS ENDED
                                                                                                                                                                      SEPTEMBER 30,


                                                                                                                                                                2020                             2019

                                                                                                                                                                                                 ---


     
                Cash Flow from Operating Activities



     Net loss/(earnings)                                                                                                                                             $
              (93.3)                         $
      51.1



     Loss from discontinued operations                                                                                                                      (140.1)                                     (13.6)




     Net earnings from continuing operations                                                                                                                           $
              46.8                          $
      64.7




       Adjustments to reconcile net earnings to net cash flow from operations:



     Non-cash integration and restructuring charges                                                                                                            17.8                                         3.0



     Depreciation and amortization                                                                                                                            111.9                                        92.8



     Deferred income taxes                                                                                                                                   (34.8)                                     (33.3)



     Share-based compensation expense                                                                                                                          24.5                                        27.1



     Loss on extinguishment on debt                                                                                                                            94.9



     Mandatory transition tax                                                                                                                                     -                                      (0.4)



     Inventory step up                                                                                                                                            -                                       36.2



     Settlement loss on pension plan terminations                                                                                                                 -                                        3.7



     Non-cash items included in income, net                                                                                                                    23.1                                       (4.2)



     Other, net                                                                                                                                               (7.1)                                       22.1



       Changes in assets and liabilities used in operations, net of acquisitions



     Decrease/(increase) in accounts receivable, net                                                                                                           47.8                                      (24.9)



     Increase in inventories                                                                                                                                 (39.8)                                     (15.2)



     Decrease/(increase) in other current assets                                                                                                               53.4                                      (44.3)



     Increase in accounts payable                                                                                                                              76.2                                         5.2



     (Decrease)/increase in other current liabilities                                                                                                        (25.4)                                        9.6




     Net cash from operating activities from continuing operations                                                                                            389.3                                       142.1



     Net cash (used by)/from operating activities from discontinued operations                                                                               (12.9)                                        7.4




     Net cash from operating activities                                                                                                                       376.4                                       149.5




     
                Cash Flow from Investing Activities



     Capital expenditures                                                                                                                                    (65.3)                                     (55.1)



     Proceeds from sale of assets                                                                                                                               6.4                                         0.2



     Acquisitions, net of cash acquired                                                                                                                       (5.1)                                  (2,460.0)




     Net cash used by investing activities from continuing operations                                                                                        (64.0)                                  (2,514.9)



     Net cash from/(used by) investing activities from discontinued operations                                                                                280.9                                     (407.4)




     Net cash from/(used by) investing activities                                                                                                             216.9                                   (2,922.3)




     
                Cash Flow from Financing Activities



     Cash proceeds from issuance of debt with original maturities greater than 90 days                                                                      2,020.6                                     1,800.0



     Payments on debt with maturities greater than 90 days                                                                                                (1,393.5)                                    (529.5)



     Net decrease in debt with maturities 90 days or less                                                                                                    (30.2)                                    (214.1)



     Debt issuance costs                                                                                                                                     (26.5)                                     (40.1)



     Premiums paid on extinguishment of debt                                                                                                                 (18.3)



     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                                                                                                                          (85.4)                                     (83.0)



     Dividends paid on mandatory convertible preferred stock                                                                                                 (16.2)                                      (8.0)



     Common stock repurchased                                                                                                                                (45.0)                                     (45.0)



     Taxes paid for withheld share-based payments                                                                                                            (11.3)                                      (8.3)




     Net cash from financing activities from continuing operations                                                                                            394.2                                     1,276.8



     Net cash used by financing activities from discontinued operations                                                                                       (1.1)                                      (4.7)




     Net cash from financing activities                                                                                                                       393.1                                     1,272.1




     Effect of exchange rate changes on cash, cash equivalents and restricted cash                                                                              4.9                                       (9.1)



     Net increase/(decrease) in cash, cash equivalents and restricted cash from continuing operations                                                         724.4                                   (1,105.1)



     Net increase/(decrease) in cash, cash equivalents, and restricted cash from discontinued operations                                                      266.9                                     (404.7)




     Net increase/(decrease) in cash, cash equivalents, and restricted cash                                                                                   991.3                                   (1,509.8)



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




     Cash, cash equivalents and restricted cash, end of period                                                                                                      $
              1,249.8                         $
      258.5

ENERGIZER HOLDINGS, INC.
Supplemental Schedules
Introduction to the Reconciliation of GAAP and Non-GAAP Measures
For the Quarter and Twelve Months ended September 30, 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, the one-time impact of the CARES Act and the December 2017 Tax Cuts and Jobs Act (2017 tax reform). 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, loss on extinguishment of debt, other items, net, and charges related to acquisition and integration and settlement loss on pension plan terminations 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, the settlement loss on pension plan terminations and the one-time impact of the CARES ACT and 2017 tax reform.

Non-GAAP Tax Rate. This is the tax rate when excluding the pre-tax impact of acquisition and integration, the loss on extinguishment of debt, settlement loss on pension plan terminations, as well as the related tax impact for these items, calculated utilizing the statutory rate for where the costs were incurred, as well as the one-time impact of the CARES Act and 2017 tax reform.

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, operations in Argentina, and the 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 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 the acquisitions.

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 a 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.

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. These 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, Loss on extinguishment of debt and depreciation and amortization. Adjusted EBITDA further excludes the impact of the costs related to acquisition and integration and share based payments.


                                                                                                                                                
              
                Energizer Holdings, Inc.
                                                                                                                              
                Supplemental Schedules - Segment Information and Supplemental Sales Data
                                                                                                                                     
                For the Quarter and Twelve Months ended September 30, 2020




      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 for the quarter and
       twelve months ended September 30, 2020 and 2019, respectively, are presented below:




                                                                                                                                           For the Quarter Ended                                                  For the Twelve Months
                                                                                                                                   September 30,                                                       Ended September 30,


                                                                                                                     2020                                           2019                      2020                                          2019

                                                                                                                                                                                                                                          ---


     
                Net Sales



     Americas                                                                                                                            $
              554.9                                                      $
              514.6                                                      $
              1,971.2        $
       1,734.8



     International                                                                                                 208.1                                                      204.4                                                      773.6                                                        759.7




     
                Total net sales                                                                                           $
              
                763.0                                         $
              
                719.0                                         $
              
                2,744.8  $
       
         2,494.5



     
                Segment Profit



     Americas                                                                                                                            $
              144.6                                                      $
              148.0                                                        $
              498.5          $
       456.6



     International                                                                                                  28.4                                                       42.9                                                      155.8                                                        174.9




     
                Total segment profit                                                                                      $
              
                173.0                                         $
              
                190.9                                           $
              
                654.3    $
       
         631.5



     General corporate and other expenses (1)                                                                     (29.8)                                                    (33.2)                                                   (103.8)                                                     (111.5)



     Global marketing expense (2)                                                                                  (9.1)                                                     (5.7)                                                    (28.2)                                                      (18.2)



          Research and development expense (3)                                                                     (9.7)                                                     (8.3)                                                    (34.1)                                                      (31.7)



     Amortization of intangible assets                                                                            (14.2)                                                    (13.1)                                                    (56.5)                                                      (43.2)



     Acquisition and integration costs (4)                                                                        (20.4)                                                    (28.5)                                                    (68.0)                                                     (188.4)



     Settlement loss on pension plan terminations (5)                                                                  -                                                     (3.7)                                                                                                                 (3.7)



     Loss on extinguishment of debt                                                                               (90.7)                                                                                                              (94.9)



     Interest expense - Adjusted (6)                                                                              (50.2)                                                    (48.7)                                                   (195.0)                                                     (160.4)



     Other items, net - Adjusted (7)                                                                               (0.7)                                                     (2.0)                                                     (6.1)                                                       (1.3)




     
                Total (loss)/earnings before income taxes                                                                $
              
                (51.8)                                         $
              
                47.7                                            $
              
                67.7     $
       
         73.1



               (1) Of this amount, $2.9 million and
                $2.3 million were recorded in Cost
                of products sold and the remainder
                was recorded in SG&A in the
                Consolidated (Condensed) Statement
                of Earnings for the twelve months
                ended September 30, 2020 and 2019,
                respectively.


               (2) The quarter and twelve months
                ended September 30, 2020 includes
                $3.6 million and $12.1 million
                recorded in SG&A respectively, and
                $5.5 million and $16.1 million
                recorded in A&P, respectively, on
                the Consolidated (Condensed)
                Statement of Earnings.  The quarter
                and twelve months ended September
                30, 2019 includes $2.3 million and
                $6.3 million recorded in SG&A
                respectively, and $3.4 million and
                $11.9 million recorded in A&P,
                respectively, on the Consolidated
                (Condensed) Statement of Earnings.


               (3) Research and development expense
                for the quarter and twelve months
                ended September 30, 2020 included
                $0.1 million and $1.3 million,
                respectively, and included $0.8
                million and $1.1 million for the
                quarter and twelve months ended
                September 30, 2019, respectively,
                of acquisition and integration
                costs which have been reclassified
                for purposes of the reconciliation
                above.


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


               (5) The prior year settlement is
                related to the termination of the
                Ireland pension plan which was
                recorded in Other items, net.


               (6) Interest expense for the twelve
                months ended September 30, 2019
                included $65.6 million of
                Acquisition debt commitment fees,
                interest and ticking fees which
                have been reclassified for purposes
                of the reconciliation above.


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

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


                                                 For the Quarter Ended                         For the Twelve Months Ended
                                         September 30,                                    September 30,


                Net Sales        2020                                  2019       2020                                     2019



     Batteries                                  $
              579.5                                 $
              561.4                 $
     2,099.8      $
     1,959.9


     Auto Care                  142.7                                       119.4                                        513.0            409.3


     Lights and
      Licensing                  40.8                                        38.2                                        132.0            125.3



                Total Net sales       $
           
                763.0                      $
            
                719.0             $
     
       2,744.8  $
     
       2,494.5


                                                                                                                                                                
              
                Energizer Holdings, Inc.
                                                                                                                                                  
                Supplemental Schedules - GAAP EPS to Adjusted EPS Reconciliation
                                                                                                                                                     
                For the Quarter and Twelve Months ended September 30, 2020
                                                                                                                                                        
                (In millions, except for 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                                              For the Twelve Months Ended
                                                                                                                                                                        September 30,                                                         September 30,



                                                                                                                                                           2020                                         2019                      2020                                         2019




       Net (loss)/earnings attributable to common shareholders                                                                                                              $
              (55.6)                                                     $
              41.9                                                    $
         (109.5)      $
       39.1



       Mandatory preferred stock dividends                                                                                                               (4.1)                                                   (4.3)                                                   (16.2)                                               (12.0)




       Net (loss)/earnings                                                                                                                              (51.5)                                                    46.2                                                    (93.3)                                                 51.1



       Net loss from discontinued operations, net of tax                                                                                                 (9.8)                                                   (0.8)                                                  (140.1)                                               (13.6)




       Net (loss)/earnings from continuing operations                                                                                                                       $
              (41.7)                                                     $
              47.0                                                       $
         46.8       $
       64.7



       
                Pre-tax adjustments

    ---


       Acquisition and integration (1)                                                                                                                                        $
              20.4                                                      $
              28.5                                                       $
         68.0      $
       188.4



       Loss on extinguishment of debt                                                                                                                     90.7                                                                                                              94.9



       Settlement loss on pension terminations (Other items, net)                                                                                                                                                  3.7                                                                                                            3.7




          Total adjustments, pre-tax                                                                                                                                         $
              111.1                                                      $
              32.2                                                      $
         162.9      $
       192.1



       
                After tax adjustments

    ---


       Acquisition and integration                                                                                                                                            $
              19.9                                                      $
              19.0                                                       $
         55.2      $
       148.1



       Loss on extinguishment of debt                                                                                                                     69.8                                                                                                              73.0



       Settlement loss on pension plan terminations                                                                                                                                                                3.7                                                                                                            3.7



       One-time impact of the CARES Act                                                                                                                  (3.3)                                                                                                              1.8



       One-time impact of 2017 tax reform                                                                                                                                                                        (1.1)                                                                                                         (0.4)




           Total adjustments, after tax                                                                                                                                       $
              86.4                                                      $
              21.6                                                      $
         130.0      $
       151.4




       Adjusted net earnings from continuing operations (2)                                                                                                      $
              
                44.7                                         $
              
                68.6                                         $
              
           176.8  $
     
         216.1



       Diluted net (loss)/earnings per common share - continuing operations                                                                                                 $
              (0.67)                                                     $
              0.62                                                       $
         0.44       $
       0.78



       
                Adjustments

    ---


       Acquisition and integration                                                                                                                        0.29                                                     0.26                                                      0.79                                                  2.06



       Loss on extinguishment of debt                                                                                                                     1.01                                                                                                              1.05



       Settlement loss on pension plan terminations                                                                                                                                                               0.05                                                                                                           0.05



       One-time impact of the CARES Act                                                                                                                 (0.05)                                                                                                             0.03



       One-time impact of 2017 tax reform                                                                                                                                                                       (0.01)                                                                                                        (0.01)



       Impact for diluted share calculation (3)                                                                                                           0.01                                                     0.01                                                                                                           0.12




       Adjusted diluted net earnings per diluted common share - continuing operations                                                                                         $
              0.59                                                      $
              0.93                                                       $
         2.31       $
       3.00



       Weighted average shares of common stock - Diluted                                                                                                  68.5                                                     69.2                                                      69.5                                                  67.3



       Adjusted Weighted average shares of common stock - Diluted (3)                                                                                     69.4                                                     73.9                                                      69.5                                                  72.0



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


               (2) The Effective tax rate for the
                quarters ended September 30, 2020
                and 2019 for the Adjusted - Non-
                GAAP Net Earnings and Diluted EPS
                was 24.6% and 14.1%, respectively,
                as calculated utilizing the
                statutory rate for where the costs
                were incurred.  The effective rate
                for the twelve months ended
                September 30, 2020 and 2019 for the
                Adjusted - Non-GAAP Net Earnings
                and Diluted EPS was 23.3% and
                18.5%, respectively, as calculated
                utilizing the statutory rate for
                where the costs were incurred.


               (3) For the quarter ended September
                30, 2020, the Adjusted Weighted
                average shares of common stock -
                Diluted includes the dilutive
                impact of our outstanding
                performance shares and restricted
                stock as they are dilutive to the
                calculation. For the quarter and
                twelve months ended September 30,
                2019, 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 excluded from the
                Adjusted net earnings.


                                                                                                                                                           
            
                Energizer Holdings, Inc.

                                                                                                                                                     
           
                Supplemental Schedules - Segment Sales

                                                                                                                                                 
        
             For the Quarter and Twelve Months Ended September 30, 2020

                                                                                                                                                   
          
              (In millions, except per share data - Unaudited)





     
                Net Sales



     
                
                  Americas         Q1'20                    % Chg            Q2'20       % Chg                   Q3'20                          % Chg                                         Q4'20               % Chg                     FY '20   % Chg

                                                                                                                                                                                                                                                                       ---


     Net sales - prior year                                   $
         373.5                                      $
       381.6                                                                                             $
      465.1                                              $
      514.6                                         $
       1,734.8



     Organic                                     (19.0)                          (5.1)                   10.9                              2.9                                                                  33.6                               7.2                   44.3                  8.6                         69.8                        4.0

                                                                                      %                                                      %                                                                                                     %                                         %                                                     %



     Impact of Battery Acquisition                107.1                            28.7                                                                %                                                                                               %                                               %              107.1                        6.2

                                                                                      %                                                                                                                                                                                                                                                            %



     Impact of Auto Care Acquisition               52.9                            14.2                    21.1                              5.5                                                                                                         %                                               %               74.0                        4.3

                                                                                      %                                                      %                                                                                                                                                                                                     %



     Change in Argentina operations                 0.2                             0.1                   (0.7)                           (0.2)                                                                  0.1                                    %                2.0                  0.4                          1.6                        0.1

                                                                                      %                                                      %                                                                                                                                               %                                                     %



     Impact of currency                           (0.2)                          (0.1)                  (3.0)                           (0.8)                                                                (6.9)                            (1.4)                 (6.0)               (1.2)                      (16.1)                     (1.0)

                                                                                      %                                                      %                                                                                                     %                                         %                                                     %

                                                                                                                                                                                                                                                                                                                                                            ---

                                                       37.8       7.4       5.8          7.8      13.6


                                                                                                                                                                                  %                                                                                      %                                                              %

     
                Net sales - current year                $
     
           514.5                       %                         $
     
       409.9                                                                                                $
      
        491.9                                              $
        
      554.9                                                 $
        
       1,971.2     %

                                                                                                                                                                                                                                                                                                                                                                                             ---




     
                
                  International



     Net sales - prior year                                   $
         198.4                                      $
       174.8                                                                                             $
      182.1                                              $
      204.4                                           $
       759.7



     Organic                                      (0.7)                          (0.4)                    4.1                              2.3                                                                (11.3)                            (6.2)                 (0.5)               (0.2)                       (8.4)                     (1.1)

                                                                                      %                                                      %                                                                                                     %                                         %                                                     %



     Impact of Battery Acquisition                 18.4                             9.3                                                                %                                                                                               %                                               %               18.4                        2.4

                                                                                      %                                                                                                                                                                                                                                                            %



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

                                                                                      %                                                      %                                                                                                                                                                                                     %



     Impact of currency                           (2.3)                          (1.2)                  (4.4)                           (2.5)                                                                (4.7)                            (2.6)                   4.2                  2.0                        (7.2)                     (1.0)

                                                                                      %                                                      %                                                                                                     %                                         %                                                     %

                                                                                                                                                                                                                                                                                                                                                            ---

                                                       12.0


                                                                                                                                                                                  %                                                                                      %                                                              %                                              %

     
                Net sales - current year                $
     
           222.3                       %                         $
     
       177.1                                          1.3                                                    $
      
        166.1                  (8.8)                       $
        
      208.1                        1.8                        $
       
         773.6   1.8

                                                                                                                                                                                                                                                                                                                                                                                             ---




     
                
                  Total Net Sales



     Net sales - prior year                                   $
         571.9                                      $
       556.4                                                                                             $
      647.2                                              $
      719.0                                         $
       2,494.5



     Organic                                     (19.7)                          (3.4)                   15.0                              2.7                                                                  22.3                               3.4                   43.8                  6.1                         61.4                        2.5

                                                                                      %                                                      %                                                                                                     %                                         %                                                     %



     Impact of Battery Acquisition                125.5                            21.9                                                                %                                                                                               %                                               %              125.5                        5.0

                                                                                      %                                                                                                                                                                                                                                                            %



     Impact of Auto Care Acquisition               61.4                            10.7                    23.7                              4.3                                                                                                         %                                               %               85.1                        3.4

                                                                                      %                                                      %                                                                                                                                                                                                     %



     Change in Argentina operations                 0.2                                               %            (0.7)                                      (0.1)                                                       0.1                                     %              2.0                        0.3                        1.6                    0.1

                                                                                                                                                                    %                                                                                                                                         %                                               %



     Impact of currency                           (2.5)                          (0.4)                  (7.4)                           (1.4)                                                               (11.6)                            (1.7)                 (1.8)               (0.3)                      (23.3)                     (1.0)

                                                                                      %                                                      %                                                                                                     %                                         %                                                     %

                                                                                                                                                                                                                                                                                                                                                            ---

                                                       28.8       5.5       1.7          6.1      10.0


                                                                                                                                                                                  %                                                                                      %                                                              %

     
                Net sales - current year                $
     
           736.8                       %                         $
     
       587.0                                                                                                $
      
        658.0                                              $
        
      763.0                                                 $
        
       2,744.8     %

                                                                                                                                                                                                                                                                                                                                                                                             ---


                                                                                                                                                      
           
                Energizer Holdings, Inc.

                                                                                                                                                
           
              Supplemental Schedules - Segment Profit

                                                                                                                                           
          
           For the Quarter and Twelve Months Ended September 30, 2020

                                                                                                                                              
          
             (In millions, except per share data - Unaudited)





     
                Segment Profit



     
                
                  Americas              Q1'20                   % Chg         Q2'20 % Chg                    Q3'20                          % Chg                                     Q4'20                % Chg                 FY '20    % Chg

                                                                                                                                                                                                                                                             ---


     Segment Profit - prior year                                    $
       116.1                              $
      88.7                                                                                           $
       103.8                                           $
      148.0                                  $
      456.6



     Organic                                          (17.1)                         (14.7)          8.6                               9.7
                                                                                           %                                                                                                                                                %                                       %                                                  %
                                                                                                                                         %                                                             22.8                               22.0                 0.5                   0.3                   14.8                           3.2



     Impact of Battery Acquisition                      21.8                            18.8                                                       %                                                                                                   %                                               %                  21.8                          4.8
                                                                                           %                                                                                                                                                                                                                                                                %



     Impact of Auto Care Acquisition                     9.1                             7.8           6.7                               7.6
                                                                                           %                                                                                                                                                                                                                                                                %
                                                                                                                                         %                                                                                                              %                                                 %                  15.8                          3.5



     Change in Argentina operations                    (0.6)                          (0.5)        (0.3)                            (0.3)                                                              0.4                                0.4               (0.1)                (0.1)                 (0.6)                        (0.1)
                                                                                                                                                                                                                                            %
                                                                                           %                                             %                                                                                                                                          %                                                  %



     Impact of currency                                (0.1)                          (0.1)        (1.9)                            (2.2)                                                            (4.1)                             (4.0)              (3.8)                (2.5)                 (9.9)                        (2.2)

                                                                                           %                                             %                                                                                                  %                                       %                                                  %

                                                                                                                                                                                                                                                                                                                                              ---

                                                            11.3     14.8


                                                                                                  %                                                                                                                                                            %                                                    %                                              %

     
                Segment Profit - current year                $
      
         129.2                                       $
      
        101.8                                        %                                                    $
      
        122.9                18.4                       $
     
     144.6                 (2.3)                         $
      
         498.5     9.2

                                                                                                                                                                                                                                                                                                                                                                           ---




     
                
                  International



     Segment Profit - prior year                                     $
       54.6                              $
      36.4                                                                                            $
       41.0                                            $
      42.9                                  $
      174.9



     Organic                                           (8.3)                         (15.2)          6.1                              16.8                                                             (3.1)                             (7.6)
                                                                                           %                                                                                                                                                                                        %                                                  %
                                                                                                                                         %                                                                                                  %             (17.1)               (39.9)                (22.4)                       (12.8)



     Impact of Battery Acquisition                       6.1                            11.2                                                       %                                                                                                   %                                               %                   6.1                          3.5
                                                                                           %                                                                                                                                                                                                                                                                %



     Impact of Auto Care Acquisition                     1.0                             1.8           0.3                               0.8
                                                                                           %                                                                                                                                                                                                                                                                %
                                                                                                                                         %                                                                                                              %                                                 %                   1.3                          0.7



     Impact of currency                                (1.2)                          (2.2)        (2.4)                            (6.6)                                                            (3.1)                             (7.5)                2.6                   6.1                  (4.1)                        (2.3)
                                                                                                                                                                                                                                                                                    %
                                                                                           %                                             %                                                                                                  %                                                                                          %

                                                                                                                                                                                                                                                                                                                                              ---

                                                           (4.4)    11.0


                                                                                                  %                                                                                                                                                            %                                                    %                                              %

     
                Segment Profit - current year                 $
      
         52.2                                        $
      
        40.4                                        %                                                     $
      
        34.8              (15.1)                       $
     
     28.4                (33.8)                         $
      
         155.8  (10.9)

                                                                                                                                                                                                                                                                                                                                                                           ---




     
                
                  Total Segment Profit



     Segment Profit - prior year                                    $
       170.7                             $
      125.1                                                                                           $
       144.8                                           $
      190.9                                  $
      631.5



     Organic                                          (25.4)                         (14.9)         14.7                              11.8                                                              19.7                               13.6              (16.6)                (8.7)                 (7.6)                        (1.2)
                                                                                           %                                                                                                                                                %
                                                                                                                                         %                                                                                                                                          %                                                  %



     Impact of Battery Acquisition                      27.9                            16.3                                                       %                                                                                                   %                                               %                  27.9                          4.4
                                                                                           %                                                                                                                                                                                                                                                                %



     Impact of Auto Care Acquisition                    10.1                             5.9           7.0                               5.6
                                                                                           %                                                                                                                                                                                                                                                                %
                                                                                                                                         %                                                                                                              %                                                 %                  17.1                          2.7



     Change in Argentina operations                    (0.6)                          (0.4)        (0.3)                            (0.2)                                                              0.4                                0.3               (0.1)                (0.1)                 (0.6)                        (0.1)
                                                                                                                                                                                                                                            %
                                                                                           %                                             %                                                                                                                                          %                                                  %



     Impact of currency                                (1.3)                          (0.6)        (4.3)                            (3.5)                                                            (7.2)                             (5.0)              (1.2)                (0.6)                (14.0)                        (2.2)

                                                                                           %                                             %                                                                                                  %                                       %                                                  %

                                                                                                                                                                                                                                                                                                                                              ---

                                                             6.3     13.7


                                                                                                  %                                                                                                                                                            %                                                    %                                              %

     
                Segment Profit - current year                $
      
         181.4                                       $
      
        142.2                                        %                                                    $
      
        157.7                 8.9                       $
     
     173.0                 (9.4)                         $
      
         654.3     3.6

                                                                                                                                                                                                                                                                                                                                                                           ---


                                                                                                                                                   
         
                Energizer Holdings, Inc.

                                                                                                                                           
          
           Supplemental Schedules - Non-GAAP Reconciliations

                                                                                                                                         
       
           For the Quarter and Twelve Months Ended September 30, 2020

                                                                                                                                           
          
           (In millions, except per share data - Unaudited)





     
                Gross Profit                                    Q1'20          Q2'20 Q3'20    Q4'20                  Q1'19   Q2'19                            Q3'19                                          Q4'19                          2020      2019

                                                                                                                                                                                                                                                         ---


     Net Sales                                                               $
      736.8                     $
       587.0                                 $
              658.0                                                                  $
         763.0                                   $
          571.9                        $
           556.4                             $
            647.2                      $
             719.0                 $
             2,744.8                $
              2,494.5


      Cost of products sold -adjusted                              428.6                 343.1                    389.3            469.9                                                                                    296.4                           330.5         388.5                               416.6                                 1,630.9                         1,432.0



                   Adjusted Gross Profit                                 $
      
        308.2                $
      
         243.9                         $
         
                268.7                                                           $
        
           293.1                           $
         
            275.5               $
          
             225.9                   $
           
              258.7           $
            
               302.4      $
            
               1,113.9    $
             
                1,062.5


                   Adjusted Gross Margin                            41.8                  41.6                     40.8             38.4                                                                                     48.2                            40.6          40.0                                42.1
                                                                                                                                                                                                                                                                                                                                            
         %                       
          %
                                                                       %                    %                       %               %                                                                                       %                              %            %                                  %                                   40.6                            42.6


      Acquisition and integration costs                              6.9                   8.3                      5.5             11.3                                                                                                                     4.5           5.9                                12.1                                    32.0                            22.5



     Inventory step up                                                -                                                                                                                                                                                27.2           6.5                                 2.5                                                                   36.2




     Reported Cost of products sold                               435.5                 351.4                    394.8            481.2                                                                                    296.4                           362.2         400.9                               431.2                                 1,662.9                         1,490.7



                   Reported Gross Profit                                 $
      
        301.3                $
      
         235.6                         $
         
                263.2                                                           $
        
           281.8                           $
         
            275.5               $
          
             194.2                   $
           
              246.3           $
            
               287.8      $
            
               1,081.9    $
             
                1,003.8


                   Reported Gross Margin                            40.9                  40.1                     40.0             36.9                                                                                     48.2                            34.9          38.1                                40.0                                    39.4                            40.2
                                                                       %                    %                       %               %                                                                                       %                              %            %                                  %                                      %                              %

                                                                                                                                                                                                                                                                                                                                                                                            ---




     
                SG&A                                            Q1'20          Q2'20 Q3'20    Q4'20                  Q1'19   Q2'19                            Q3'19                                          Q4'19                          2020      2019

                                                                                                                                                                                                                                                         ---


     Segment SG&A                                                             $
      84.1                      $
       82.4                                  $
              78.5                                                                   $
         86.8                                    $
          65.8                         $
           81.4                              $
            82.8                       $
             88.2                   $
             331.8                  $
              318.2



     Corporate SG&A                                                24.0                  23.0                     25.2             28.4                                                                                     18.7                            28.6          29.1                                32.5                                   100.6                           108.9



     Global Marketing                                               2.9                   2.6                      3.0              3.6                                                                                      1.2                             2.2           0.6                                 2.3                                    12.1                             6.3



                   SG&A Adjusted -subtotal                               $
      
        111.0                $
      
         108.0                         $
         
                106.7                                                           $
        
           118.8                            $
         
            85.7               $
          
             112.2                   $
           
              112.5           $
            
               123.0        $
            
               444.5      $
             
                433.4


                   SG&A Adjusted % of Net Sales                     15.1                  18.4                     16.2             15.6                                                                                     15.0                            20.2          17.4                                17.1
                                                                                                                                                                                                                                                                                                                                            
         %                       
          %
                                                                       %                    %                       %               %                                                                                       %                              %            %                                  %                                   16.2                            17.4


      Acquisition and integration costs                             11.1                   8.1                      6.1             13.5                                                                                     18.9                            29.1          15.1                                19.2                                    38.8                            82.3




     
                Reported SG&A                                         $
      
        122.1                $
      
         116.1                         $
         
                112.8                                                           $
        
           132.3                           $
         
            104.6               $
          
             141.3                   $
           
              127.6           $
            
               142.2        $
            
               483.3      $
             
                515.7


                   Reported SG&A % of Net Sales                     16.6                  19.8                     17.1             17.3                                                                                     18.3                            25.4          19.7                                19.8
                                                                                                                                                                                                                                                                                                                                            
         %                       
          %
                                                                       %                    %                       %               %                                                                                       %                              %            %                                  %                                   17.6                            20.7

                                                                                                                                                                                                                                                                                                                                                                                            ---




     
                Other items, net                                Q1'20          Q2'20 Q3'20    Q4'20                  Q1'19   Q2'19                            Q3'19                                          Q4'19                          2020      2019

                                                                                                                                                                                                                                                         ---


     Interest income                                                         $
      (0.1)                    $
       (0.1)                                $
              (0.2)                                                                 $
         (0.2)                                  $
          (0.3)                       $
           (0.7)                            $
            (0.3)                     $
             (6.4)                   $
            (0.6)                 $
              (7.7)


      Foreign currency exchange (gain)/loss                        (0.4)                  5.5                      2.9              0.7                                                                                    (1.1)                            3.8         (0.3)                                2.8                                     8.7                             5.2


      Pension benefit other than service costs                     (0.5)                (0.5)                   (0.5)           (0.2)                                                                                   (0.7)                          (0.7)        (0.7)                              (0.2)                                  (1.7)                          (2.3)



     Other                                                          0.1                   0.3                    (1.1)             0.4                                                                                                                                  0.3                                 5.8                                   (0.3)                            6.1



                   Adjusted Other items, net                       (0.9)                  5.2                      1.1              0.7                                                                                    (2.1)                            2.4         (1.0)                                2.0                                     6.1                             1.3


      Acquisition foreign currency loss/(gain)                       2.2                                                                                                                                                 (9.0)                                         0.9                               (5.5)                                    2.2                          (13.6)


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


      Transition services agreement income                         (0.3)                (0.1)                   (0.4)           (0.1)                                                                                                                  (0.1)        (0.7)                              (0.6)                                  (0.9)                          (1.4)



     Gain on sale of assets                                       (1.0)                                                                                                                                                                                                                                                                      (1.0)


      Pre-acquisition insurance proceeds                               -                                                        (4.9)                                                                                                                                                                                                         (4.9)



     Other                                                            -                                                          0.5                                                                                                                     1.5                                                                                     0.5                             1.5



                   Acquisition and integration cost                  0.9                 (0.1)                   (0.4)           (4.5)                                                                                  (14.8)                            1.4           0.2                               (6.1)                                  (4.1)                         (19.3)


      Settlement loss on pension plan
       terminations                                                    -                                                                                                                                                                                                                                 3.7                                                                    3.7



                   Total Other items, net Reported           
     
           $                                $
      
         5.1                           $
         
                0.7                                                           $
        
           (3.8)                         $
         
            (16.9)                $
          
             3.8                   $
           
              (0.8)           $
           
               (0.4)         $
            
               2.0      $
            
                (14.3)





                   Acquisition and integration                     Q1'20          Q2'20 Q3'20    Q4'20                  Q1'19   Q2'19                            Q3'19                                          Q4'19                          2020      2019

                                                                                                                                                                                                                                                         ---


     Inventory step up (COGS)                                   
         $                       
         $                        
         $                                                                                 
         $                                     
         $                                                 $
           27.2                               $
            6.5                        $
             2.5      
     $                                            $
              36.2



     Cost of products sold                                          6.9                   8.3                      5.5             11.3                                                                                                                     4.5           5.9                                12.1                                    32.0                            22.5



     SG&A                                                          11.1                   8.1                      6.1             13.5                                                                                     18.9                            29.1          15.1                                19.2                                    38.8                            82.3



     Research and development                                       0.4                   0.6                      0.2              0.1                                                                                                                                  0.3                                 0.8                                     1.3                             1.1



     Interest expense                                                 -                                                                                                                                                 32.4                            33.2                                                                                                                   65.6



     Other items, net                                               0.9                 (0.1)                   (0.4)           (4.5)                                                                                  (14.8)                            1.4           0.2                               (6.1)                                  (4.1)                         (19.3)



                   Acquisition and integration related items              $
      
        19.3                 $
      
         16.9                          $
         
                11.4                                                            $
        
           20.4                            $
         
            36.5                $
          
             95.4                    $
           
              28.0            $
            
               28.5         $
            
               68.0      $
             
                188.4


                                                                                             
         
                Energizer Holdings, Inc.

                                                                                  
           
         Supplemental Schedules - Non-GAAP Reconciliations cont.

                                                                                 
           
         For the Quarter and Twelve Months Ended September 30, 2020

                                                                                      
         
           (In millions, except per share data - Unaudited)




                                                       Q1'20               Q2'20                        Q3'20                                             Q4'20   FY 2020

                                                                                                                                                                      ---


     Net earnings/(loss) from continuing operations              $
      45.8                                                     $
              13.7                                $
      29.0            $
     (41.7)     $
     46.8



     Income tax provision/(benefit)                    12.9                         8.2                                                                      9.9                 (10.1)  20.9




     
                Earnings/(loss) before income taxes  58.7                        21.9                                                                     38.9                 (51.8)  67.7



     Interest expense                                  46.8                        47.2                                                                     50.8                   50.2  195.0



     Loss on extinguishment of debt                     4.2                                                                                                                      90.7   94.9



     Depreciation & Amortization                       27.6                        28.5                                                                     28.2                   27.6  111.9




     
                EBITDA                              137.3                        97.6                                                                    117.9                  116.7  469.5




     
                Adjustments:



     Acquisition and integration costs                 19.3                        16.9                                                                     11.4                   20.4   68.0



     Share-based payments                               7.2                         8.7                                                                      5.3                    3.3   24.5




     
                Adjusted EBITDA                           $
     
        163.8                                       $
              
                123.2                           $
     
        134.6         $
     
       140.4 $
     
       562.0



     
                Free Cash Flow                              2020              2019




     Net cash from operating activities                                $
     389.3                   $
     142.1



     Capital expenditures                                   (65.3)                   (55.1)



     Proceeds from sale of assets                              6.4                       0.2




     
                Free Cash Flow - subtotal                        $
     
       330.4               $
      
       87.2



     Cash paid for acquisition and integration expenses (1)   33.7                     159.2



     Cash paid for integration related capital expenditures   41.0                       9.8




     
                Adjusted Free Cash Flow                          $
     
       405.1              $
      
       256.2



               (1) These expenses include
                financing costs, success
                fees, consulting and legal
                costs incurred to complete
                the acquisition, as well as
                integration costs incurred
                since the acquisition.


                    
              
                Energizer Holdings, Inc.

     
              
                Supplemental Schedules - Non-GAAP Reconciliations cont.

                       
              
                Fiscal 2021 Outlook

        
              
                (In millions, except per share data - Unaudited)




                    Fiscal Year 2021 Outlook Reconciliation -Adjusted earnings from continuing operations and Adjusted diluted net
                     earnings per common share -continuing operations (EPS)




                    (in millions,
                     except per
                     share data)                             Net earnings                                    EPS



       Fiscal Year
        2021 -GAAP
        Outlook                        $172               to     $198                $2.30               to     $2.69


                    Impacts:


         Acquisition
          and
          integration
          costs, net
          of tax
          benefit                        44               to       38                 0.65               to      0.56




       Fiscal Year
        2021 -
        Adjusted
        Outlook                        $216               to     $236                $2.95               to     $3.25

                                                                                                               ===



     
                Fiscal Year 2021 Outlook Reconciliation - Adjusted EBITDA


                   (in millions, except per share data)



     Net earnings from continuing operations                                $172 
     to    $198



     Income tax provision                                                     38 
     to      72




     Earnings before income taxes                                           $210 
     to    $270



     Interest expense                                                        190 
     to     180



     Amortization                                                             58 
     to      56



     Depreciation                                                             57 
     to      54




     
                EBITDA                                                    $515      to $560





     
                Adjustments:



       Integration costs                                                      60 
     to      50



       Share-based payments                                                   25 
     to      20




     
                Adjusted EBITDA                                           $600      to $630



     
                Fiscal Year 2021 Outlook Reconciliation - Adjusted Free Cash Flow


                   (in millions, except per share data)


                   Net cash from operating activities                                $325      to $360



     Capital expenditures                                                             80 
     to      70




     
                Free cash flow                                                    $245      to $290



     
                Adjustments:



     Integration costs                                                                40 
     to      30



     Integration related capital expenditures                                         40 
     to      30




     
                Adjusted free cash flow                                           $325      to $350

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SOURCE Energizer Holdings, Inc.