UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_______________________________

FORM 10-Q

_______________________________

(Mark One)
☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2022

Or

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                         to

Commission File Number: 001-36837

____________________________________________________________________________________________________________

ENERGIZER HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Missouri			36-4802442
(State or other jurisdiction of			(I. R. S. Employer
incorporation or organization)			Identification No.)
533 Maryville University Drive
St. Louis,	Missouri		63141
(Address of principal executive offices)			(Zip Code)
	(314)	985-2000
(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $.01 per share	ENR	New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).  Yes ☒ No ☐

1

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes ☐ No ☒

Indicate the number of shares of Energizer Holdings, Inc. common stock, $.01 par value, outstanding as of the close of business on May 5, 2022: 71,250,264.

2

INDEX
	Page
PART I — FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited)
Consolidated Statements of Earnings and Comprehensive Income (Condensed) for the Quarters and Six Months Ended March 31, 2022 and 2021	4
Consolidated Balance Sheets (Condensed) as of March 31, 2022 and September 30, 2021	5
Consolidated Statements of Cash Flows (Condensed) for the Six Months Ended March 31, 2022 and 2021	6
Consolidated Statements of Shareholders' Equity (Condensed) for the Six Months Ended March 31, 2022 and 2021	7
Notes to Consolidated (Condensed) Financial Statements	9
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	31
Item 3. Quantitative and Qualitative Disclosures About Market Risk	46
Item 4. Controls and Procedures	48
PART II — OTHER INFORMATION
Item 1. Legal Proceedings	49
Item 1A. Risk Factors	49
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	51
Item 6. Exhibits	51
EXHIBIT INDEX	52
SIGNATURES	54

3

ENERGIZER HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF EARNINGS AND COMPREHENSIVE INCOME

(Condensed)

(In millions, except per share data - Unaudited)  

	For the Quarters Ended March 31,				For the Six Months Ended March 31,
	2022		2021		2022		2021
Net sales	$	685.4	$	685.1	$	1,531.7	$	1,533.7
Cost of products sold	447.0		414.6		981.7		925.3
Gross profit	238.4		270.5		550.0		608.4
Selling, general and administrative expense	123.4		123.8		245.5		247.9
Advertising and sales promotion expense	19.6		27.1		71.3		76.7
Research and development expense	7.9		9.0		16.8		16.6
Amortization of intangible assets	15.2		15.3		30.4		30.8
Interest expense	38.3		39.1		75.3		86.4
Loss on extinguishment of debt	—		70.0		—		75.7
Other items, net	6.0		(0.1)		6.2		0.7
Earnings/(loss) before income taxes	28.0		(13.7)		104.5		73.6
Income tax provision/(benefit)	9.0		(3.5)		25.5		16.7
Net earnings/(loss)	19.0		(10.2)		79.0		56.9
Mandatory preferred stock dividends	—		(4.1)		(4.0)		(8.1)
Net earnings/(loss) attributable to common shareholders	$	19.0	$	(14.3)	$	75.0	$	48.8
Basic net earnings/(loss) per common share	$	0.27	$	(0.21)	$	1.09	$	0.71
Diluted net earnings/(loss) per common share	$	0.27	$	(0.21)	$	1.09	$	0.71
Weighted average shares of common stock - Basic	70.4		68.4		68.6		68.5
Weighted average shares of common stock - Diluted	71.6		68.4		69.0		68.8
Statements of Comprehensive Income:
Net earnings/(loss)	$	19.0	$	(10.2)	$	79.0	$	56.9
Other comprehensive income/(loss), net of tax (benefit)/expense
Foreign currency translation adjustments	22.7		20.7		35.0		26.2
Pension activity, net of tax of $0.5 and $0.9 for the quarter and six months ended March 31, 2022, respectively, and $0.8 and $1.3 for the quarter and six months ended March 31, 2021, respectively.	1.9		2.5		3.1		2.0
Deferred gain/(loss) on hedging activity, net of tax of $9.2 and $9.4 for the quarter and six months ended March 31, 2022, respectively and $6.7 and $5.8 for the quarter and six months ended March 31, 2021, respectively.	25.1		21.4		30.3		18.8
Total comprehensive income	$	68.7	$	34.4	$	147.4	$	103.9

The above financial statements should be read in conjunction with the Notes to Consolidated (Condensed) Financial Statements (Unaudited).

4

ENERGIZER HOLDINGS, INC.

CONSOLIDATED BALANCE SHEETS

(Condensed)

(In millions - Unaudited)

Assets	March 31, 2022		September 30, 2021
Current assets
Cash and cash equivalents	$	213.2	$	238.9
Trade receivables, less allowance for doubtful accounts of $2.1 and $2.9, respectively	335.9		292.9
Inventories	854.0		728.3
Other current assets	190.9		179.4
Total current assets	1,594.0		1,439.5
Property, plant and equipment, net	386.2		382.9
Operating lease assets	106.8		112.3
Goodwill	1,048.5		1,053.8
Other intangible assets, net	1,840.9		1,871.3
Deferred tax asset	21.3		21.7
Other assets	162.2		126.0
Total assets	$	5,159.9	$	5,007.5
Liabilities and Shareholders' Equity
Current liabilities
Current maturities of long-term debt	$	12.0	$	12.0
Current portion of capital leases	2.0		2.3
Notes payable	1.2		105.0
Accounts payable	383.1		454.8
Current operating lease liabilities	15.8		15.5
Other current liabilities	324.4		356.8
Total current liabilities	738.5		946.4
Long-term debt	3,592.6		3,333.4
Operating lease liabilities	96.2		102.3
Deferred tax liability	102.1		91.3
Other liabilities	169.2		178.4
Total liabilities	4,698.6		4,651.8
Shareholders' equity
Common stock	0.8		0.7
Mandatory convertible preferred stock	—		—
Additional paid-in capital	844.4		832.0
Retained earnings	27.9		(5.0)
Treasury stock	(249.8)		(241.6)
Accumulated other comprehensive loss	(162.0)		(230.4)
Total shareholders' equity	461.3		355.7
Total liabilities and shareholders' equity	$	5,159.9	$	5,007.5

The above financial statements should be read in conjunction with the Notes to Consolidated (Condensed) Financial Statements (Unaudited).

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ENERGIZER HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Condensed)

(In millions - Unaudited)

	For the Six Months Ended March 31,
	2022		2021
Cash Flow from Operating Activities
Net earnings	$	79.0	$	56.9
Non-cash integration and restructuring charges	3.0		3.5
Depreciation and amortization	58.6		58.7
Deferred income taxes	0.3		2.1
Share-based compensation expense	6.4		9.4
Loss on extinguishment of debt	—		75.7
Non-cash charges for exiting the Russian market	13.4		—
Non-cash items included in income, net	7.8		10.8
Other, net	(3.7)		(0.3)
Changes in current assets and liabilities used in operations	(273.5)		(204.4)
Net cash (used by)/from operating activities	(108.7)		12.4
Cash Flow from Investing Activities
Capital expenditures	(45.9)		(19.2)
Proceeds from sale of assets	0.1		0.1
Acquisitions, net of cash acquired and working capital settlements	0.4		(67.1)
Net cash used by investing activities	(45.4)		(86.2)
Cash Flow from Financing Activities
Cash proceeds from issuance of debt with original maturities greater than 90 days	300.0		1,200.0
Payments on debt with maturities greater than 90 days	(7.2)		(1,983.9)
Net (decrease)/increase in debt with original maturities of 90 days or less	(102.2)		88.1
Premiums paid on extinguishment of debt	—		(122.5)
Debt issuance costs	(7.3)		(17.7)
Payment of contingent consideration	—		(3.9)
Dividends paid on common stock	(42.8)		(43.3)
Dividends paid on mandatory convertible preferred stock	(8.0)		(8.1)
Common stock purchased	—		(21.3)
Taxes paid for withheld share-based payments	(2.3)		(6.7)
Net cash from/(used by) financing activities	130.2		(919.3)
Effect of exchange rate changes on cash	(1.8)		4.3
Net decrease in cash, cash equivalents, and restricted cash	(25.7)		(988.8)
Cash, cash equivalents, and restricted cash, beginning of period	238.9		1,249.8
Cash, cash equivalents, and restricted cash, end of period	$	213.2	$	261.0

The above financial statements should be read in conjunction with the Notes to Consolidated (Condensed) Financial Statements (Unaudited).

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ENERGIZER HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY

(Condensed)

(Amounts in millions, Shares in thousands - Unaudited)

	Number of Shares		Amount
	Preferred Stock	Common Stock	Preferred Stock		Common Stock		Additional Paid-in Capital		Retained Earnings		Accumulated Other Comprehensive (Loss)/Income		Treasury Stock		Total Shareholders' Equity
September 30, 2021	2,156	66,864	$	—	$	0.7	$	832.0	$	(5.0)	$	(230.4)	$	(241.6)	$	355.7
Net earnings	—	—	—		—		—		60.0		—		—		60.0
Share-based payments	—	—	—		—		1.3		—		—		—		1.3
Common stock purchased	—	(451)	—		—		15.0		—		—		(15.0)		—
Activity under stock plans	—	133	—		—		(8.3)		—		—		6.1		(2.2)
Dividends to common shareholders ($0.30 per share)	—	—	—		—		—		(20.1)		—		—		(20.1)
Dividends to preferred shareholders ($1.875 per share)	—	—	—		—		—		(4.0)		—		—		(4.0)
Other comprehensive income	—	—	—		—		—		—		18.7		—		18.7
December 31, 2021	2,156	66,546	$	—	$	0.7	$	840.0	$	30.9	$	(211.7)	$	(250.5)	$	409.4
Net earnings	—	—	—		—		—		19.0		—		—		19.0
Share-based payments	—	—	—		—		5.1		—		—		—		5.1
Conversion of preferred stock to common stock	(2,156)	4,687	—		0.1		—		—		—		—		0.1
Activity under stock plans	—	17	—		—		(0.7)		(0.1)		—		0.7		(0.1)
Dividends to common shareholders ($0.30 per share)	—	—	—		—		—		(21.9)		—		—		(21.9)
Other comprehensive income	—	—	—		—		—		—		49.7		—		49.7
March 31, 2022	—	71,250	$	—	$	0.8	$	844.4	$	27.9	$	(162.0)	$	(249.8)	$	461.3

The above financial statements should be read in conjunction with the Notes to Consolidated (Condensed) Financial Statement

(Unaudited).

7

ENERGIZER HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY

(Condensed)

(Amounts in millions, Shares in thousands - Unaudited)

	Number of Shares		Amount
	Preferred Stock	Common Stock	Preferred Stock		Common Stock		Additional Paid-in Capital		Retained Earnings		Accumulated Other Comprehensive (Loss)/Income		Treasury Stock		Total Shareholders' Equity
September 30, 2020	2,156	68,518	$	—	$	0.7	$	859.2	$	(66.2)	$	(307.7)	$	(176.9)	$	309.1
Net earnings	—	—	—		—		—		67.1		—		—		67.1
Share-based payments	—	—	—		—		4.0		—		—		—		4.0
Common stock purchased	—	(500)	—		—		—		—		—		(21.3)		(21.3)
Activity under stock plans	—	314	—		—		(20.6)		(0.9)		—		14.8		(6.7)
Deferred compensation plan	—	22	—		—		(1.0)		—		—		1.0		—
Dividends to common shareholders ($0.30 per share)	—	—	—		—		—		(21.0)		—		—		(21.0)
Dividends to preferred shareholders ($1.875 per share)	—	—	—		—		—		(4.0)		—		—		(4.0)
Other comprehensive income	—	—	—		—		—		—		2.4		—		2.4
December 31, 2020	2,156	68,354	$	—	$	0.7	$	841.6	$	(25.0)	$	(305.3)	$	(182.4)	$	329.6
Net loss	—	—	—		—		—		(10.2)		—		—		(10.2)
Share-based payments	—	—	—		—		5.4		—		—		—		5.4
Activity under stock plans	—	12	—		—		(0.6)		—		—		0.6		—
Dividends to common shareholders ($0.30 per share)	—	—	—		—		—		(20.9)		—		—		(20.9)
Dividends to preferred shareholders ($1.875 per share)	—	—	—		—		—		(4.1)		—		—		(4.1)
Other comprehensive income	—	—	—		—		—		—		44.6		—		44.6
March 31, 2021	2,156	68,366	$	—	$	0.7	$	846.4	$	(60.2)	$	(260.7)	$	(181.8)	$	344.4

The above financial statements should be read in conjunction with the Notes to Consolidated (Condensed) Financial Statement (Unaudited).

8

ENERGIZER HOLDINGS, INC.

NOTES TO CONSOLIDATED (CONDENSED) FINANCIAL STATEMENTS

(In millions - Unaudited)

(1) Description of Business and Basis of Presentation

Description of Business - Energizer Holdings, Inc. and its subsidiaries (Energizer or the Company) is a global manufacturer, marketer and distributor of primary batteries, portable lights, and auto care appearance, performance, refrigerants and fragrance products.

Batteries and lights are sold under the Energizer®, Eveready®, Rayovac® and Varta® brand names following the 2019 acquisition of Spectrum Holdings, Inc.'s (Spectrum) global battery, lighting, and portable power business (Battery Acquisition). Energizer offers batteries using lithium, alkaline, carbon zinc, nickel metal hydride, zinc air and silver oxide constructions.

Automotive appearance, performance, refrigerants and fragrance products are sold under the Refresh Your Car!®, California Scents®, Driven®, Bahama & Co.®, LEXOL®, Eagle One®, Armor All®, STP®, and A/C PRO® brands following the 2019 acquisition of Spectrum's global auto care business (Auto Care Acquisition).

Basis of Presentation - The accompanying Consolidated (Condensed) Financial Statements include the accounts of Energizer and its subsidiaries. All significant intercompany transactions are eliminated. Energizer has no material equity method investments, variable interests or non-controlling interests.

The accompanying Consolidated (Condensed) Financial Statements have been prepared in accordance with Article 10 of Regulation S-X and do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. The year-end Consolidated (Condensed) Balance Sheet was derived from the audited financial statements included in Energizer's Report on Form 10-K, but does not include all disclosures required by U.S. GAAP. In the opinion of management, all adjustments, consisting of normal recurring adjustments, considered necessary for a fair statement of our operations, financial position and cash flows

have been included. Certain reclassifications have been made to the prior year financial statements to conform to the current presentation, including the recast of our segment related disclosures to align with our new reportable segments as of October 1, 2021. Refer to Note 6, Segments, for additional information. Operating results for any quarter are not necessarily indicative of the results for any other quarter or for the full year. These statements should be read in conjunction with the financial statements and notes thereto for Energizer for the year ended September 30, 2021 included in the Annual Report on Form 10-K dated November 16, 2021.

Recently Adopted Accounting Pronouncements – In December 2019, the FASB issued ASU 2019-12 Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes. The amendment simplifies the accounting for income taxes by removing certain exceptions to the general principles in ASC 740 and amends existing guidance to improve consistent application. ASU 2019-12 is effective for fiscal years beginning after December 15, 2020. The Company adopted this standard as of October 1, 2021 and the adoption of this standard did not have a material impact on the Company's consolidated (condensed) financial statements.

(2) Revenue Recognition

The Company, through its operating subsidiaries, is one of the world’s largest manufacturers, marketers and distributors of household batteries, specialty batteries and lighting products, and is a leading designer and marketer of automotive fragrance, appearance, performance and air conditioning recharge products. The Company distributes its products to consumers through numerous retail locations worldwide, including mass merchandisers and warehouse clubs, food, drug and convenience stores, electronics specialty stores and department stores, hardware and automotive centers, e-commerce and military stores. The Company sells to its customers through a combination of a direct sales force and exclusive and non-exclusive third-party distributors and wholesalers.

The Company’s revenue is primarily generated from the sale of finished product to customers. Sales predominantly contain a single delivery element, or performance obligation, and revenue is recognized at a single point in time when title, ownership and risk of loss pass to the customer. This typically occurs when finished goods are delivered to the customer or when finished goods are picked up by a customer or customer’s carrier, depending on contract terms.

North America sales are generally through large retailers with nationally or regionally recognized brands.

9

ENERGIZER HOLDINGS, INC.

NOTES TO CONSOLIDATED (CONDENSED) FINANCIAL STATEMENTS

(In millions - Unaudited)

Our International sales, which includes Latin America, are comprised of modern trade, developing and distributor market groups. Modern trade, which is most prevalent in Western Europe and more developed economies throughout the world, generally refers to sales through large retailers with nationally or regionally recognized brands. Developing markets generally include sales by wholesalers or small retailers who may not have a national or regional presence. Distributors are utilized in other markets where the Company does not have a direct sales force. Each market's determination is based on the predominant customer type or sales strategy utilized in the market.

As discussed in Note 6, Segments, following the completion of the Battery and Auto Care Acquisition integrations in fiscal 2022, the Company has changed its reportable segments to better reflect what the chief operating decision maker is reviewing to make organizational decisions and resource allocations. Therefore, the Company has recast the product and market information for the quarter and six months ended March 31, 2021 by recasting the Battery and Auto Care licensing and other sales within each product category, and Latin America within the respective Modern, Developing and Distributors markets as appropriate.

Supplemental product and market information is presented below for revenues from external customers for the quarters and six months ended March 31, 2022 and 2021:

	For the Quarters Ended March 31,				For the Six Months Ended March 31,
Net Sales by products	2022		2021		2022		2021
Batteries	$	488.5	$	515.4	$	1,190.2	$	1,224.1
Auto Care	168.9		142.2		275.0		246.9
Lights	28.0		27.5		66.5		62.7
Total Net Sales	$	685.4	$	685.1	$	1,531.7	$	1,533.7

	For the Quarters Ended March 31,				For the Six Months Ended March 31,
	2022		2021		2022		2021
Net Sales by markets
North America	$	417.7	$	419.3	$	926.6	$	936.2
Modern Markets	115.2		119.6		280.5		294.1
Developing Markets	99.9		94.7		215.3		203.0
Distributors Markets	52.6		51.5		109.3		100.4
Total Net Sales	$	685.4	$	685.1	$	1,531.7	$	1,533.7

(3) Acquisitions

Formulations Acquisition - During the first quarter of fiscal 2021, the Company entered into an agreement with Green Global Holdings, LLC to acquire a North Carolina-based company that specializes in developing formulations for cleaning tasks (Formulations Acquisition). On December 1, 2020, the Formulations Acquisition was completed for a cash purchase price of $51.2. During the first quarter of fiscal 2022, the working capital settlement was finalized, reducing the purchase price by $1.0, of which $0.4 was paid to the Company in the first quarter of fiscal 2022. The remaining amount was subsequently settled in the third quarter of fiscal 2022. The product formulations acquired are both sold to customers directly and licensed to manufacturers. This acquisition is expected to bring significant innovation capabilities in formulations to the Company.

The acquisition is being accounted for as a business combination using the acquisition method of accounting which requires assets acquired and liabilities assumed to be recognized at fair value as of the acquisition date. The fair value of proprietary technology acquired and customer relationships were determined by applying the multi-period excess earnings method under the income approach.

10

ENERGIZER HOLDINGS, INC.

NOTES TO CONSOLIDATED (CONDENSED) FINANCIAL STATEMENTS

(In millions - Unaudited)

The following table outlines the purchase price allocation:

Trade receivables	$	1.3
Inventories	0.1
Goodwill	28.7
Other intangible assets, net	20.5
Operating lease assets	0.5
Accounts payable	(0.2)
Current operating lease liabilities	(0.2)
Other current liabilities	(0.2)
Operating lease liabilities	(0.3)
Net assets acquired	$	50.2

The table below identifies the purchased intangible assets of $20.5:

	Total		Weighted Average Useful Lives
Proprietary technology	$	19.5	7
Customer relationships	1.0		15
Total Other intangible assets, net	$	20.5

The Company finalized their purchase price accounting in the first quarter of fiscal 2022. The goodwill acquired in this acquisition is attributable to the value the Company expects to achieve from the significant innovation capabilities in formulations that the acquired company will bring to our organization, as well as the workforce acquired. The goodwill was allocated to the Americas segment prior to the Company's reorganization of our reportable segments on October 1, 2021. Refer to Note 7, Goodwill and intangible assets, for additional details. The goodwill is deductible for tax purposes.

In conjunction with the acquisition, the Company entered into incentive compensation agreements with certain key personnel. These agreements allow for potential earn out payments of up to $35.0 based on the achievement of a combination of financial and product development and commercialization performance targets and continued employment with the Company over three performance years. These agreements are not considered a component of the acquisition purchase price but rather as employee compensation arrangements. During the six months ended March 31, 2022 and the three and six months ended March 31, 2021, $1.1 of this earn-out was recorded on the Consolidated (Condensed) Statement of Earnings and Comprehensive Income in Selling, general and administrative expense. There was no earn out expense recorded in the quarter ended March 31, 2022. At March 31, 2022, the Company has an Other current liability of $4.5 relating to the first performance year that was subsequently paid in the third quarter of fiscal 2022. No amounts have been recognized for the second or third performance years under the agreement at March 31, 2022.

FDK Indonesia Acquisition - During the fourth quarter of fiscal 2020, the Company entered into an agreement with FDK Corporation to acquire its subsidiary PT FDK Indonesia, a battery manufacturing facility (FDK Indonesia Acquisition). On October 1, 2020, the Company completed the acquisition for a contractual purchase price of $18.2. After contractual and working capital adjustments, the Company initially paid cash of $16.9 and had a working capital adjustment of $0.7 in fiscal 2021. The acquisition of the FDK Indonesia facility increased the Company's alkaline battery production capacity and allows for the avoidance of future planned capital expenditures. The Company finalized their purchase price accounting in the fourth fiscal quarter of 2021.

Pro Forma Financial Information- Pro forma results for the Formulations Acquisition and FDK Indonesia Acquisition were not considered material and, as such, are not included.

Acquisition and Integration Costs- Acquisition and integration costs incurred during fiscal year 2022 and 2021 relate to the FDK Indonesia Acquisition, Formulations Acquisition, and the Battery and Auto Care Acquisitions which occurred in fiscal year 2019. The Company incurred pre-tax acquisition and integration costs of $16.5 during the six

11

ENERGIZER HOLDINGS, INC.

NOTES TO CONSOLIDATED (CONDENSED) FINANCIAL STATEMENTS

(In millions - Unaudited)

months ended March 31, 2022 and $16.8 and $35.1 for the quarter and the six months ended March 31, 2021, respectively. No acquisition or integration costs were incurred during the quarter ended March 31, 2022.

Pre-tax costs recorded in Costs of products sold were $6.0 for the six months ended March 31, 2022 and $7.3 and $15.0 for the quarter and six months ended March 31, 2021, respectively, primarily related to the facility exit and restructuring related costs, discussed in Note 4, Restructuring.

Pre-tax acquisition and integration costs recorded in Selling, general and administrative expense (SG&A) were $9.4 for the six months ended March 31, 2022 and $8.6 and $19.0 for the quarter and six months ended March 31, 2021, respectively. The SG&A expenses incurred during the six months ended March 31, 2022 primarily related to the integration of the acquired information technology systems, consulting costs, and retention-related compensation costs. The SG&A expenses incurred during the quarter and six months ended March 31, 2021 primarily related to the integration of the Battery and Auto Care acquisitions, including costs of integrating the auto care information technology systems of the businesses, consulting costs associated with the 2020 restructuring program discussed in Note 4, Restructuring, and legal fees incurred for the fiscal 2021 acquisitions.

For the six months ended March 31, 2022, the Company recorded $1.1 of pre-tax acquisition and integration related costs in research and development. The fiscal 2022 costs primarily related to severance and R&D asset write-offs. For the quarter and six months ended March 31, 2021, the Company recorded $0.9 and $1.0, respectively, of pre-tax acquisition and integration related costs in research and development.

For the six months ended March 31, 2021, the Company recorded $0.1 of pre-tax acquisition and integration related Other items, net.

(4) Restructuring

In the fourth fiscal quarter of 2019, the Company began implementing restructuring related integration plans for our manufacturing and distribution networks. These plans include the closure and combination of distribution and manufacturing facilities in order to reduce complexity and realize greater efficiencies in our manufacturing, packaging and distribution processes. All activities within these plans were substantially completed by December 31, 2021, and the Company does not expect to incur additional material charges associated with these plans.

In the fourth fiscal quarter of 2020, the Company initiated a new restructuring program with a primary focus on reorganizing its global end-to-end supply chain network and ensuring accountability by category. This program included streamlining the Company’s end-to-end supply chain model to enable rapid response to category specific demands and enhancing our ability to better serve our customers. Planning and execution of this program began in fiscal year 2021 and this program was substantially complete by December 31, 2021. The Company does not expect to incur additional material charges associated with this program.

12

ENERGIZER HOLDINGS, INC.

NOTES TO CONSOLIDATED (CONDENSED) FINANCIAL STATEMENTS

(In millions - Unaudited)

The pre-tax expense for charges related to the restructuring plans for the quarters and six months ended March 31, 2022 and 2021 are noted in the table below and were reflected in the Consolidated (Condensed) Statement of Earnings and Comprehensive Income:

	For the Quarters Ended March 31,				For the Six Months Ended March 31,
	2022		2021		2022		2021
2019 Restructuring Program
Costs of products sold
Severance and related benefit costs	$	—	$	(0.2)	$	(0.1)	$	(0.1)
Accelerated depreciation & asset write-offs	—		1.4		1.2		2.8
Other exit costs(1)	—		4.6		2.8		9.7
2019 Restructuring Total	$	—	$	5.8	$	3.9	$	12.4
2020 Restructuring Program
Costs of products sold
Severance and related benefit costs	$	—	$	—	$	0.2	$	—
Other restructuring related costs(2)	—		1.2		1.1		2.0
Selling, general and administrate expense
Severance and related benefit costs	—		(0.1)		0.1		0.2
Other restructuring related costs(2)	—		4.3		—		7.2
2020 Restructuring Total	$	—	$	5.4	$	1.4	$	9.4
Total restructuring related expense	$	—	$	11.2	$	5.3	$	21.8

(1) Includes charges primarily related to consulting, relocation, environmental investigatory and mitigation costs, and other facility exit costs.

(2) Primarily includes consulting fees for the restructuring program.

Although the Company's restructuring costs are recorded outside of segment profit, if allocated to our reportable segments, the restructuring costs noted above for the six months ended March 31, 2022 would be incurred within the Battery & Lights segment in the amounts of $5.1 and the Auto Care segment in the amount of $0.2. If allocated to the Company's new reportable segments in the prior year, $10.5 and $21.1 of the restructuring costs would have been incurred within the Battery & Lights segment for the quarter and six months ended March 31, 2021, respectively. For both the quarter and six months ended March 31, 2021, $0.7 would have been incurred within the Auto Care segment.

13

ENERGIZER HOLDINGS, INC.

NOTES TO CONSOLIDATED (CONDENSED) FINANCIAL STATEMENTS

(In millions - Unaudited)

The following table summarizes the activity related to the 2019 restructuring program for the six months ended March 31, 2021 and 2022:

					Utilized
	September 30, 2020		Charge to Income		Cash		Non-Cash		March 31, 2021 1
Severance & termination related costs	$	5.3	$	(0.1)	$	3.2	$	—	$	2.0
Accelerated depreciation & asset write-offs	—		2.8		—		2.8		—
Other exit costs	2.9		9.7		10.2		—		2.4
Total	$	8.2	$	12.4	$	13.4	$	2.8	$	4.4
	September 30, 2021		Charge to Income		Cash		Non-Cash		March 31, 2022 1
Severance & termination related costs	$	1.4	$	(0.1)	$	1.2	$	—	$	0.1
Accelerated depreciation & asset write-offs	—		1.2		—		1.2		—
Other exit costs	2.2		2.8		5.0		—		—
Net gain on sale of fixed assets	0.5		—		0.5		—		—
Total	$	4.1	$	3.9	$	6.7	$	1.2	$	0.1

(1) At March 31, 2021 and 2022, the restructuring reserve is recorded on the Consolidated (Condensed) Balance Sheet in Other current liabilities.

The following table summarizes the activity related to the 2020 restructuring program for the six months ended March 31, 2021 and 2022:

					Utilized
	September 30, 2020		Charge to Income		Cash		Non-Cash		March 31, 2021 1
Severance & termination related costs	$	0.4	$	0.2	$	0.6	$	—	$	—
Other restructuring related costs	0.8		9.2		8.1		—		1.9
Total	$	1.2	$	9.4	$	8.7	$	—	$	1.9
	September 30, 2021		Charge to Income		Cash		Non-Cash		March 31, 2022 1
Severance & termination related costs	$	0.9	$	0.3	$	0.5	$	—	$	0.7
Other restructuring related costs	0.7		1.1		1.8		—		—
Total	$	1.6	$	1.4	$	2.3	$	—	$	0.7