Financial Data and Key Metrics Changes - The company reported revenue of $846 million for Q1 2022, which was roughly flat compared to the prior year on an organic basis [9][22] - Adjusted gross margin decreased by 320 basis points to 37.5% compared to Q1 2021, primarily due to inflationary cost pressures [10][24] - Adjusted earnings per share for the quarter were $1.03, partially offsetting the gross margin decline [10] Business Line Data and Key Metrics Changes - The Battery category experienced a modest decline in organic sales, while Auto Care showed organic growth of 1.3% [22] - The Battery category grew by 9.7% in value and 7.8% in volume on a two-year stack basis, but saw a decline of 3.5% in value and 8.4% in volume in the three months ending November 2021 [12] - The Auto Care category value increased by 9% year-over-year and 20.6% on a two-year stack basis, driven by changing consumer behavior [14][15] Market Data and Key Metrics Changes - The company noted that the macro environment remains challenging, with rising costs in commodities, transportation, and labor impacting operations [16][30] - The company anticipates flat to low-single-digit growth in category value for the Battery segment moving forward [13] Company Strategy and Development Direction - The company is taking aggressive actions to offset rising costs, including additional pricing actions and cost containment measures [8][34] - The focus remains on gross margin recovery and continuous improvement initiatives to offset inflationary pressures [60][70] Management's Comments on Operating Environment and Future Outlook - Management reaffirmed the outlook for net sales, adjusted earnings per share, and adjusted EBITDA for the full year, despite the challenging operating environment [8][35] - The company expects to operate with elevated safety stock for the foreseeable future due to ongoing supply chain disruptions [19] Other Important Information - The segment reporting has changed from geographical segments to product line segments, now categorized as Battery and Lighting Products and Auto Care [21] - The company completed an accelerated share repurchase program, purchasing nearly 2 million shares [29] Q&A Session Summary Question: Can you provide more detail on gross margin progression through the year? - Management indicated that pricing actions will be effective in the second quarter, with expectations for gross margin recovery in the back half of the year [36][41] Question: What are the competitive dynamics regarding pricing? - The company noted that competitive products, including private labels, are experiencing price increases in line with branded products due to inflation [46] Question: How is the company positioned for future acquisitions? - Management stated that M&A is of reduced interest at the moment due to leverage levels, with a focus on gross margin recovery first [60] Question: What is the outlook for the Auto Care segment? - Management expressed confidence in the Auto Care segment, citing healthy demand driven by an increasing number of vehicles and miles driven [63] Question: What percentage of the U.S. business is e-commerce? - The company indicated that approximately 17% of the Battery category goes through online sales, although specific breakdowns were not provided [77]

Part I [Business](index=4&type=section&id=Item%201.%20Business) Energizer is a global manufacturer of household products, including batteries and auto care, serving diverse retail channels and subject to regulations - Energizer is a global diversified household products company specializing in **batteries, auto care, and portable lights**, with well-known brands[14](index=14&type=chunk)[18](index=18&type=chunk)[19](index=19&type=chunk) - Wal-Mart Stores, Inc. accounted for **13.7% of annual sales** in fiscal year 2021, making it the largest customer[26](index=26&type=chunk) - As of September 30, 2021, the company employed approximately **6,000 people** across 38 countries[35](index=35&type=chunk) - Operations are subject to significant governmental regulations, including environmental rules and scrutiny over components like **refrigerant R-134a**[55](index=55&type=chunk)[56](index=56&type=chunk) [Risk Factors](index=9&type=section&id=Item%201A.%20Risk%20Factors) The company faces material risks from intense competition, retail changes, supply chain disruptions, international operations, substantial debt, and increasing regulatory scrutiny - Intense competition from consumer product companies could hinder profitability and customer relationships[74](index=74&type=chunk)[76](index=76&type=chunk) - Changes in the retail landscape and consumer preferences could negatively impact sales and margins[79](index=79&type=chunk) - The COVID-19 pandemic presents ongoing operational challenges, including supply chain disruptions and **$6 million in incremental costs** in fiscal 2021[81](index=81&type=chunk)[84](index=84&type=chunk)[85](index=85&type=chunk) - Over **40% of fiscal 2021 sales** from foreign countries expose the company to international risks like currency fluctuations and trade policy changes[97](index=97&type=chunk) - Significant debt obligations, totaling approximately **$3.5 billion** as of September 30, 2021, could adversely affect the business[137](index=137&type=chunk) [Unresolved Staff Comments](index=27&type=section&id=Item%201B.%20Unresolved%20Staff%20Comments) The company reports no unresolved staff comments from the Securities and Exchange Commission - None[189](index=189&type=chunk) [Properties](index=27&type=section&id=Item%202.%20Properties) The company's principal executive office is in St. Louis, Missouri, with numerous manufacturing and distribution facilities globally - The company's principal executive office is located in **St. Louis, Missouri**[190](index=190&type=chunk) - Energizer operates principal manufacturing, packaging, and distribution facilities across the Americas and internationally[191](index=191&type=chunk) [Legal Proceedings](index=27&type=section&id=Item%203.%20Legal%20Proceedings) The company is involved in various legal proceedings, but management does not expect a material adverse effect on its financial position - The company is party to various legal proceedings arising in the normal course of business but does not expect them to have a material adverse effect on its financial condition or results of operations[193](index=193&type=chunk) [Mine Safety Disclosure](index=27&type=section&id=Item%204.%20Mine%20Safety%20Disclosure) This section is not applicable to the company's operations - None[196](index=196&type=chunk) [Information About Our Executive Officers](index=28&type=section&id=Item%204A.%20Information%20About%20Our%20Executive%20Officers) This section provides biographical information for Energizer's key executive officers as of November 16, 2021 - **Mark S. LaVigne** serves as President and Chief Executive Officer[196](index=196&type=chunk) - **John J. Drabik** was appointed Executive Vice President, Chief Financial Officer effective October 1, 2021[198](index=198&type=chunk) Part II [Market for Registrant's Common Equity and Related Stockholder Matters and Issuer Purchases of Equity Securities](index=29&type=section&id=Item%205.%20Market%20for%20Registrant%27s%20Common%20Equity%20and%20Related%20Stockholder%20Matters%20and%20Issuer%20Purchases%20of%20Equity%20Securities) Energizer's common stock trades on the NYSE, with the company repurchasing shares and paying dividends, as detailed in its performance graph - The company's common stock is listed on the New York Stock Exchange under the symbol **"ENR"**[202](index=202&type=chunk) Issuer Purchases of Equity Securities (Shares, USD) | Period | Total Number of Shares Purchased | Average Price Paid Per Share | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs | Maximum Number That May Yet Be Purchased Under the Plans or Programs | | :--- | :--- | :--- | :--- | :--- | | July 1, 2021 - July 31, 2021 | 116 | $43.21 | — | 7,000,000 | | August 1, 2021 - August 31, 2021 | — | — | 1,507,538 | 5,492,462 | | September 1, 2021 - September 30, 2021 | 49 | $38.18 | — | 5,492,462 | | Total | 165 | $41.72 | — | 5,492,462 | - In Q4 2021, the company initiated a **$75.0 million accelerated share repurchase (ASR) program**, delivering approximately **1.5 million shares** in August 2021[204](index=204&type=chunk) Cumulative Total Shareholder Return (Index) | | 9/30/16 | 9/30/17 | 9/30/18 | 9/30/19 | 9/30/20 | 9/30/21 | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Energizer Holdings, Inc. | 100.0 | 94.4 | 122.8 | 93.8 | 86.4 | 88.6 | | Midcap 400 | 100.0 | 117.5 | 134.2 | 130.9 | 128.0 | 184.0 | | Household Products | 100.0 | 102.9 | 100.0 | 140.1 | 160.2 | 160.0 | [Reserved](index=31&type=section&id=Item%206.%20Reserved) This item is reserved and contains no information - None [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=31&type=section&id=Item%207.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses the company's financial condition and results for fiscal 2021, covering sales growth, margin decline, liquidity, and debt management [Overview](index=36&type=section&id=Overview) Energizer is a global leader in household batteries, lighting, and automotive care, operating through Americas and International segments - Energizer is a leading global manufacturer and distributor of **household batteries, lighting, and automotive care products**[251](index=251&type=chunk) - Operations are managed through two major geographic segments: **Americas and International**[260](index=260&type=chunk) [Financial Results](index=37&type=section&id=Financial%20Results) Net earnings from continuing operations significantly increased in fiscal 2021 to $160.9 million, or $2.11 per diluted share Summary of Financial Results (Millions USD, except per share data) | (in millions, except per share data) | FY 2021 | FY 2020 | FY 2019 | | :--- | :--- | :--- | :--- | | **Net earnings from continuing operations** | **$160.9** | **$46.8** | **$64.7** | | Diluted net earnings per common share - continuing operations | $2.11 | $0.44 | $0.78 | | **Adjusted net earnings from continuing operations** | **$255.4** | **$176.8** | **$216.1** | | Adjusted diluted net earnings per diluted share - continuing operations | $3.48 | $2.31 | $3.00 | [Operating Results](index=39&type=section&id=Operating%20Results) Fiscal 2021 saw net sales increase by 10.1% to $3,021.5 million, driven by organic growth, despite a decline in gross margin due to higher input costs Net Sales and Organic Growth (Millions USD) | (in millions) | FY 2021 | % Change | FY 2020 | | :--- | :--- | :--- | :--- | | Net sales | $3,021.5 | 10.1% | $2,744.8 | | Organic Growth | $200.5 | 7.3% | $61.4 | - Gross margin for fiscal 2021 was **38.4%**, a **100 basis point decrease** from the prior year, primarily due to higher input costs[278](index=278&type=chunk) - Adjusted SG&A as a percent of sales improved to **14.7%** in fiscal 2021 from **16.2%** in fiscal 2020, driven by synergy realization[281](index=281&type=chunk)[283](index=283&type=chunk) - Interest expense decreased to **$161.8 million** in fiscal 2021 from **$195.0 million** in fiscal 2020 due to debt refinancing[289](index=289&type=chunk) - The company recorded a **$103.3 million loss** on extinguishment of debt in fiscal 2021 due to refinancing transactions[291](index=291&type=chunk) [Segment Results](index=43&type=section&id=Segment%20Results) In fiscal 2021, Americas segment net sales grew 9.3% and profit increased 13.1%, while International net sales grew 12.0% but profit decreased organically Segment Net Sales (Millions USD) | (in millions) | FY 2021 | % Change | FY 2020 | | :--- | :--- | :--- | :--- | | **Americas Net Sales** | **$2,155.3** | **9.3%** | **$1,971.2** | | Organic Growth | $155.5 | 7.9% | $69.8 | | **International Net Sales** | **$866.2** | **12.0%** | **$773.6** | | Organic Growth | $45.0 | 5.8% | ($8.4) | Segment Profit (Millions USD) | (in millions) | FY 2021 | % Change | FY 2020 | | :--- | :--- | :--- | :--- | | **Americas Segment Profit** | **$563.8** | **13.1%** | **$498.5** | | Organic Growth | $61.3 | 12.3% | $14.8 | | **International Segment Profit** | **$163.3** | **4.8%** | **$155.8** | | Organic Growth | ($10.9) | (7.0)% | ($22.4) | [Liquidity and Capital Resources](index=47&type=section&id=Liquidity%20and%20Capital%20Resources) Cash flow from operations decreased to $179.7 million in fiscal 2021, while financing activities used $1,069.1 million for debt and share repurchases - Cash flow from operating activities was **$179.7 million** in fiscal 2021, a **$209.6 million decrease** from the prior year, primarily due to increased inventory investment[327](index=327&type=chunk)[328](index=328&type=chunk)[329](index=329&type=chunk) - Net cash used by investing activities was **$126.4 million**, including **$64.9 million in capital expenditures** and **$67.2 million for acquisitions**[331](index=331&type=chunk) - Net cash used by financing activities was **$1,069.1 million**, reflecting debt refinancing, **$96.3 million in treasury stock purchases**, and dividend payments[335](index=335&type=chunk)[338](index=338&type=chunk) - As of September 30, 2021, the company had **$238.9 million in cash** and **$287.3 million available** under its revolving credit facility[322](index=322&type=chunk)[325](index=325&type=chunk) [Critical Accounting Policies](index=51&type=section&id=Critical%20Accounting%20Policies) Critical accounting policies involve significant management judgment and estimates in areas such as revenue recognition, pension plans, goodwill, and income taxes - Critical accounting policies involve significant management judgment and estimates in areas such as **revenue recognition, pension benefits, goodwill, and income taxes**[357](index=357&type=chunk) - Revenue recognition involves estimating variable consideration for trade promotions based on historical patterns and future expectations[360](index=360&type=chunk) - Valuation of goodwill and intangible assets requires significant estimates for growth and discount rates, with annual impairment testing[366](index=366&type=chunk)[368](index=368&type=chunk)[370](index=370&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=54&type=section&id=Item%207A.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company is exposed to market risks from currency rates, commodity prices, and interest rates, using derivatives to hedge these exposures - The company is exposed to market risks from **currency rates, commodity prices, and interest rates**, utilizing derivatives for hedging purposes[379](index=379&type=chunk)[381](index=381&type=chunk) - Approximately **40% of fiscal 2021 sales** from foreign countries create significant currency exposure, particularly to major currencies[382](index=382&type=chunk)[383](index=383&type=chunk) - As of September 30, 2021, the company had **$1,299.0 million in variable rate debt** and used an interest rate swap to fix the LIBOR component on **$700.0 million** notional amount[390](index=390&type=chunk)[391](index=391&type=chunk) [Financial Statements and Supplementary Data](index=57&type=section&id=Item%208.%20Financial%20Statements%20and%20Supplementary%20Data) This section presents the company's audited consolidated financial statements and the independent auditor's unqualified opinion, highlighting revenue recognition as a critical audit matter - PricewaterhouseCoopers LLP issued an **unqualified opinion** on the consolidated financial statements and internal control over financial reporting as of September 30, 2021[401](index=401&type=chunk) - The critical audit matter identified was **Revenue Recognition** related to trade promotion programs, due to significant management judgment[409](index=409&type=chunk)[410](index=410&type=chunk) [Changes in and Disagreements With Accountants on Accounting and Financial Disclosure](index=109&type=section&id=Item%209.%20Changes%20in%20and%20Disagreements%20With%20Accountants%20on%20Accounting%20and%20Financial%20Disclosure) This section is not applicable - Not applicable[731](index=731&type=chunk) [Controls and Procedures](index=109&type=section&id=Item%209A.%20Controls%20and%20Procedures) Management concluded that the company's disclosure controls and internal control over financial reporting were effective as of September 30, 2021 - Management concluded that the company's **disclosure controls and procedures were effective** as of September 30, 2021[732](index=732&type=chunk) - Management determined that the company's **internal control over financial reporting was effective** as of September 30, 2021[734](index=734&type=chunk) [Other Information](index=109&type=section&id=Item%209B.%20Other%20Information) This section is not applicable - Not applicable[737](index=737&type=chunk) [Disclosure Regarding Foreign Jurisdictions that Prevent Inspections](index=109&type=section&id=Item%209C.%20Disclosure%20Regarding%20Foreign%20Jurisdictions%20that%20Prevent%20Inspections) This section is not applicable - Not applicable[738](index=738&type=chunk) Part III [Directors, Executive Officers and Corporate Governance](index=110&type=section&id=Item%2010.%20Directors%2C%20Executive%20Officers%20and%20Corporate%20Governance) Information on directors, executive officers, and corporate governance is incorporated by reference from the 2022 Proxy Statement - Information regarding **directors, executive officers, and corporate governance** is incorporated by reference from the company's Proxy Statement[741](index=741&type=chunk) [Executive Compensation](index=110&type=section&id=Item%2011.%20Executive%20Compensation) Information concerning director and executive compensation is incorporated by reference from the 2022 Proxy Statement - Information regarding **executive compensation** is incorporated by reference from the company's Proxy Statement[742](index=742&type=chunk) [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters](index=110&type=section&id=Item%2012.%20Security%20Ownership%20of%20Certain%20Beneficial%20Owners%20and%20Management%20and%20Related%20Stockholder%20Matters) Information regarding security ownership and equity compensation plans is incorporated by reference from the 2022 Proxy Statement - Information regarding **security ownership** is incorporated by reference from the company's Proxy Statement[743](index=743&type=chunk) [Certain Relationships and Related Transactions, and Director Independence](index=110&type=section&id=Item%2013.%20Certain%20Relationships%20and%20Related%20Transactions%2C%20and%20Director%20Independence) Information on related party transactions and director independence is incorporated by reference from the 2022 Proxy Statement - Information regarding **certain relationships, related transactions, and director independence** is incorporated by reference from the company's Proxy Statement[744](index=744&type=chunk) [Principal Accountant Fees and Services](index=110&type=section&id=Item%2014.%20Principal%20Accountant%20Fees%20and%20Services) Information regarding principal accountant fees and services is incorporated by reference from the 2022 Proxy Statement - Information regarding **principal accountant fees and services** is incorporated by reference from the company's Proxy Statement[745](index=745&type=chunk) Part IV [Exhibits and Financial Statement Schedules](index=112&type=section&id=Item%2015.%20Exhibits%20and%20Financial%20Statement%20Schedules) This section lists all financial statements, schedules, and exhibits filed with the Form 10-K, including certifications by the CEO and CFO - This item lists all **financial statements, schedules, and exhibits** filed with the Form 10-K[748](index=748&type=chunk) [Form 10-K Summary](index=117&type=section&id=Item%2016.%20Form%2010-K%20Summary) No Form 10-K summary is provided - None[761](index=761&type=chunk)

Financial Data and Key Metrics Changes - The company achieved over $3 billion in net sales for the first time, with a 10.1% increase in net sales for fiscal 2021, and organic sales growth of 7.3% [8][26] - Adjusted earnings per share increased by 51% to $3.48, while adjusted EBITDA rose by 10% [27] - Adjusted gross margin decreased by 100 basis points to 37.7% due to inflationary cost pressures [23][26] Business Line Data and Key Metrics Changes - The Auto Care business experienced nearly 17% growth, benefiting from elevated demand and distribution gains [8][9] - The Battery business faced a decline in organic revenue, down less than 1% in the fourth quarter compared to 6% growth in the prior year [22] - The Auto Care category showed consistent growth, with a 3.5% increase in value compared to the previous year [14] Market Data and Key Metrics Changes - The global Battery category grew by 2.9% in value and 3.7% in volume on a two-year stack basis, despite a decline in the category in the near term [11][12] - The Auto Care category's household penetration reached nearly 75%, with a 20% increase in buy rate [14] Company Strategy and Development Direction - The company plans to mitigate rising costs through pricing actions against approximately 85% of its business, with a focus on maintaining brand preference and market share [17][19] - The company is exploring additional pricing opportunities and cost reduction initiatives to offset inflationary pressures [19][32] - The strategic focus includes investing in brands and expanding Auto Care internationally [15][60] Management's Comments on Operating Environment and Future Outlook - Management acknowledged the volatile macro environment, with rising costs related to commodities, transportation, and labor expected to continue throughout 2022 [16][31] - The outlook for fiscal 2022 anticipates organic sales to be roughly flat, with expected declines in Battery volume due to prior year elevated demand [19][30] - Management remains optimistic about the long-term growth potential of the Auto Care category and the resilience of its brands [15][66] Other Important Information - The company proactively built inventory to ensure product availability during peak selling seasons, resulting in a 42% increase in inventory compared to the prior year [18] - The company entered into a $75 million accelerated share repurchase program, with approximately 1.9 million shares repurchased under this program [25] Q&A Session Summary Question: Comments on gross margin and pricing opportunities - Management indicated that pricing actions have been taken on 85% of the business, with ongoing evaluations for additional pricing opportunities [36] - Commodity costs are expected to worsen, leading to an anticipated gross margin erosion of approximately 150 basis points [39][40] Question: Long-term view on gross margin rebuilding - Management emphasized a focus on recouping dollars related to inflation and identified opportunities for efficiency improvements in the long term [45][46] Question: Inventory management for fiscal 2022 - Management plans to cautiously reduce elevated inventory levels while considering the current operating environment [47] Question: Impact of cost pressures on pricing - Management acknowledged that costs have increased beyond initial expectations, affecting pricing strategies during the peak season [49] Question: Supply chain issues and their impact - Supply chain congestion affects both Battery and Auto Care businesses, with management taking proactive steps to manage inventory and logistics [51][52] Question: Online business performance - The company reported robust growth in e-commerce, with consumers showing a strong preference for branded products in both Battery and Auto Care categories [60] Question: Auto Care growth sustainability - Management plans to sustain Auto Care growth through innovation and international expansion, with positive consumer engagement trends [64][66]

Financial Data and Key Metrics Changes - The company reported a topline growth of nearly 10% driven by strong growth in the auto care business and international battery sales, partially offset by declines in the North America battery business [9][10] - Organic sales growth was 5.8%, with adjusted EPS increasing to $0.74, a nearly 50% increase year-over-year [10][25] - Adjusted EBITDA for the quarter was $144 million, up 7% compared to the prior year [25][30] Business Line Data and Key Metrics Changes - The auto care business experienced over 25% growth, while the international battery business also showed strong growth [10][26] - The Americas segment grew 4.7%, with auto care showing strong double-digit growth, while the international segment grew 9.1% [26] - The gross margin decreased by 160 basis points to 39.2% due to rising input costs and the lower margin profile of the auto care business [10][27] Market Data and Key Metrics Changes - Battery consumption was down 11.6% year-over-year but up 9.5% compared to 2019, indicating a recovery trend [16] - The auto care category grew 19% year-over-year and 21% compared to two years ago, driven by increased consumer engagement in DIY activities [17][19] - The company gained a 2.8 share point in the battery category due to increased distribution and visibility [16] Company Strategy and Development Direction - The company is focused on offsetting rising operating costs through cost reduction initiatives and pricing strategies [8][12] - Plans to repurchase $75 million of stock through an accelerated share repurchase program, indicating confidence in future growth [11] - The company is investing in inventory to mitigate supply chain disruptions and ensure high service levels during peak seasons [13][50] Management's Comments on Operating Environment and Future Outlook - Management noted that operating costs have risen rapidly and are expected to continue, with a focus on managing these pressures [13][30] - The company increased its full fiscal year outlook for net sales growth to 8% to 9% [10][32] - Management expressed confidence in the long-term growth prospects of their categories, driven by sustained changes in consumer behavior [15][36] Other Important Information - The CFO announced his retirement, with John Drabik set to take over the role effective October 1 [20][21] - The company has recognized approximately $124 million in synergies since its acquisitions, exceeding initial targets [28] Q&A Session Summary Question: Discussion on pricing cost offsets and gross margins - Management indicated that pricing actions are expected to provide minimal benefit in Q1, with more significant impacts anticipated in the second half of fiscal 2022 [39][40] Question: Insights on auto care season and consumer behavior - Management noted that consumer behaviors around cleaning and car care have persisted, contributing to elevated demand [45][46] Question: Reinvestment in SG&A and supply chain visibility - Management confirmed that current reinvestment plans are included in the outlook, with improved visibility into the supply chain leading to proactive inventory management [49][50] Question: CapEx expectations and inventory accumulation - Management indicated that CapEx is expected to return to historical levels of 1.5% to 2% of net sales, with inventory accumulation primarily in raw materials [59][60] Question: Share buyback program and competitive environment - Management explained that the share buyback program is part of a broader capital allocation strategy, with recent distribution gains coming primarily at the expense of Duracell [62][64]

Financial Performance - Q3 Fiscal 2021 - Net sales increased by 9.7% to $721.8 million[8] - Organic net sales grew by 5.8%[8] - Adjusted EPS was $0.74[8], driven by organic net sales growth, synergy realization, and interest savings, slightly offset by higher A&P[8] - Adjusted EBITDA reached $144.4 million with a margin of 20.0%[8] - Adjusted Free Cash Flow was $42.6 million[8], decreased from prior year as inventory investments were made to service continued high levels of demand and rebuild safety stock[8] Financial Performance - Q3 Fiscal 2020 to Q3 Fiscal 2021 - Adjusted Gross Margin increased from 39.2% to 40.8%[10] - Adjusted EPS increased from $0.50 to $0.74[11] - Adjusted EBITDA increased from $134.6 million to $144.4 million[11] Fiscal 2021 Outlook - Net sales are expected to grow by 8% to 9%[12], attributed to distribution gains, elevated battery demand, and favorable currency impacts[12] - Adjusted EBITDA is projected to be between $620 million and $640 million[12] - Adjusted Free Cash Flow is expected to exceed $225 million[12], reflecting the impact of incremental investment in inventory to support the upcoming peak battery season[12] - Adjusted EPS is forecasted to be in the range of $3.30 to $3.50[12] - Adjusted Gross Margin Rate is expected to decrease by 80 to 110 basis points due to increasing inflationary cost pressures[13]

Financial Data and Key Metrics Changes - The company reported organic sales growth of 12.7%, with adjusted earnings per share of $0.77, more than double the prior year [8][9][25] - Adjusted EBITDA for the quarter was $148 million, up 20% compared to the prior year [25] - The adjusted gross margin decreased by 110 basis points to 40.5%, primarily due to increased operating costs from tariffs, transportation, and product input costs [27][28] Business Line Data and Key Metrics Changes - The Americas segment showed organic growth of nearly 16%, while the International segment grew by 6% [26] - The Battery and Auto Care businesses benefited from elevated demand and distribution gains, with Auto Care experiencing a healthy category growth of 7.4% [14][26] Market Data and Key Metrics Changes - In the U.S., the battery category experienced a 13.9% decline year-over-year in the most recent four weeks, but was up 14.1% when compared to pre-pandemic levels [12][13] - Internationally, the battery category saw growth, with France up nearly 11%, Australia up 7%, and Germany up 18.5% [84] Company Strategy and Development Direction - The company is focused on managing costs and pricing strategies to offset inflationary pressures, with a goal of delivering over $120 million in synergies by the end of fiscal 2021 [21][34] - There is an emphasis on innovation and brand building, particularly in the Auto Care segment, with a strong innovation pipeline and increased production capabilities [22][61] Management's Comments on Operating Environment and Future Outlook - Management anticipates continued inflationary pressures and has initiated productivity and revenue management efforts to mitigate these costs [18][19] - The company is optimistic about the battery category's long-term growth potential, citing increased device usage and consumer habits that are likely to persist post-pandemic [49][50] Other Important Information - The company has increased its full fiscal year outlook, expecting net sales growth of 5% to 7% and adjusted earnings per share in the range of $3.30 to $3.50 [10][34] - E-commerce sales have increased by 70% across the combined portfolio, reflecting successful investments and focus in this area [16][78] Q&A Session Summary Question: Can you elaborate on gross margin and commodity outlook? - Management indicated they are fully hedged for commodities for the rest of fiscal 2021 and about 25% hedged for fiscal 2022, with ongoing efforts to manage costs and pricing [44][42] Question: What are the assumptions for battery category growth in the back half of the fiscal year? - Management expects tough comparisons due to elevated demand but believes consumer habits will sustain higher battery usage [48][49] Question: Can you provide details on pricing actions in AutoCare versus batteries? - Price increases in AutoCare were broad-based to offset inflationary pressures, while battery pricing actions will be considered based on a thorough analysis of costs and market dynamics [54][95] Question: How is the company addressing cost synergies and productivity? - The company continues to focus on continuous improvement and has exceeded synergy expectations, with further opportunities identified in the global product supply chain [76][77] Question: What is the outlook for e-commerce growth and market share? - E-commerce growth is robust, with the company maintaining its market share against competitors, although precise data is currently limited [78][80]

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, 2021 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 _________________________________________________________ ...

Financial Data and Key Metrics Changes - The company reported organic sales growth of 12.7%, with battery sales up 11% and auto care sales up 27% globally [6][16] - Adjusted gross margin was 40.7%, reflecting a decrease of 110 basis points year-over-year but an improvement sequentially [17] - Adjusted earnings per share grew by 38% to $1.17, and adjusted EBITDA increased by 17% to $192 million [16][22] - The company increased its full-year adjusted earnings per share outlook to a range of $3.10 to $3.40 [6][22] Business Line Data and Key Metrics Changes - The battery category value increased by 6.9%, with Energizer gaining 2.5 share points driven by distribution gains [7] - Auto care in the U.S. grew over 10%, with strong growth in non-measured channels, including e-commerce [8] - The company realized $20 million in synergies during the quarter, with expectations of $40 million to $45 million for the full year [10][19] Market Data and Key Metrics Changes - International markets showed strong growth, with developed and developing markets contributing positively [61] - The company noted that the pandemic-driven demand would continue to influence sales, particularly in the battery category [9][23] Company Strategy and Development Direction - The company is focused on innovation, operational excellence, and productivity to navigate the pandemic and position for future growth [5][14] - Integration activities from recent acquisitions are on track, with a goal of achieving over $100 million in total synergies [10][19] - The company is modernizing its operational capabilities to become more digitally advanced and responsive to consumer behavior [11][13] Management's Comments on Operating Environment and Future Outlook - Management acknowledged the uncertainty in the operating environment due to the pandemic but expressed confidence in the company's strategic priorities [24][25] - The company anticipates that elevated demand for batteries will continue, but there may be a transition to more normalized demand levels later in the year [23][38] - Management is prepared for various scenarios as consumer habits evolve post-pandemic [53] Other Important Information - The company refinanced a portion of its debt, resulting in annualized interest savings of approximately $25 million [20][21] - The total debt at the end of the quarter was approximately $3.4 billion, with nearly 85% at fixed rates [20] Q&A Session Summary Question: Top line growth balance between volume and price/mix - Management indicated that they successfully captured demand with lower incremental costs and improving gross margins, expecting strong growth in Q1 and Q2 [26][27] Question: Competitive perspective regarding distribution gains - Management noted that while Duracell remains a strong competitor, the promotional environment has been stable, and they expect healthy competition [31][32] Question: Impact of debt refinancing on capital allocation - Management confirmed that there would be no change in their capital allocation strategy, maintaining a balanced approach [33] Question: Year-over-year declines in battery demand - Management explained that while there may be declines, they expect demand to settle between pre-pandemic levels and current elevated demand [36][38] Question: Outlook for auto care market share - Management expects share growth in auto care as new innovations are introduced and seasonal demand increases [40] Question: Commodity costs and pricing strategies - Management stated they are about 80% hedged for commodity costs and will monitor pricing opportunities as needed [45][46] Question: International business growth outlook - Management reported strong growth in international markets and expects this trend to continue despite some disruptions [61] Question: Clarification on sales outlook including acquisitions and FX - Management confirmed that the sales outlook includes contributions from acquisitions and favorable currency impacts [58][59]

[PART I — FINANCIAL INFORMATION](index=4&type=section&id=PART%20I%20%E2%80%94%20FINANCIAL%20INFORMATION) [Item 1. Financial Statements (Unaudited)](index=4&type=section&id=Item%201.%20Financial%20Statements%20(Unaudited)) Presents unaudited condensed consolidated financial statements for Energizer Holdings, Inc., including earnings, balance sheets, cash flows, and detailed notes [Consolidated Statements of Earnings and Comprehensive Income](index=4&type=section&id=Consolidated%20Statements%20of%20Earnings%20and%20Comprehensive%20Income) | Financial Metric | Q1 2021 (ended Dec 31, 2020) | Q1 2020 (ended Dec 31, 2019) | | :--- | :--- | :--- | | **Net sales** | **$848.6M** | **$736.8M** | | Gross profit | $337.9M | $301.3M | | Earnings before income taxes | $87.3M | $58.7M | | **Net earnings from continuing operations** | **$67.1M** | **$45.8M** | | Net earnings attributable to common shareholders | $63.1M | $42.1M | | **Diluted EPS - continuing operations** | **$0.91** | **$0.60** | [Consolidated Balance Sheets](index=5&type=section&id=Consolidated%20Balance%20Sheets) | Balance Sheet Item | Dec 31, 2020 | Sep 30, 2020 | | :--- | :--- | :--- | | Cash and cash equivalents | $305.6M | $459.8M | | Total current assets | $1,340.0M | $2,210.9M | | Goodwill | $1,056.2M | $1,016.0M | | **Total assets** | **$4,929.1M** | **$5,728.3M** | | Total current liabilities | $777.8M | $1,648.4M | | Long-term debt | $3,345.0M | $3,306.9M | | **Total liabilities** | **$4,599.5M** | **$5,419.2M** | | **Total shareholders' equity** | **$329.6M** | **$309.1M** | [Consolidated Statements of Cash Flows](index=6&type=section&id=Consolidated%20Statements%20of%20Cash%20Flows) | Cash Flow Activity | Three Months Ended Dec 31, 2020 | Three Months Ended Dec 31, 2019 | | :--- | :--- | :--- | | **Net cash from operating activities** | **$76.3M** | **$123.5M** | | Net cash used by investing activities | ($74.8M) | ($16.2M) | | Net cash used by financing activities | ($955.2M) | ($77.4M) | | Effect of exchange rate changes on cash | $9.5M | $5.1M | | **Net (decrease)/increase in cash** | **($944.2M)** | **$35.0M** | [Notes to Consolidated (Condensed) Financial Statements](index=8&type=section&id=Notes%20to%20Consolidated%20(Condensed)%20Financial%20Statements) Provides detailed information on accounting policies, financial activities, including revenue, acquisitions, restructuring, debt, and segment performance Net Sales by Product Category (Q1) | Category | 2020 | 2019 | | :--- | :--- | :--- | | Batteries | $706.1M | $621.9M | | Auto Care | $101.8M | $78.7M | | Lights, Licensing and Other | $40.7M | $36.2M | | **Total Net Sales** | **$848.6M** | **$736.8M** | - In Q1 FY2021, the company completed two acquisitions: the Formulations Acquisition for a cash purchase price of **$51.2 million** and the FDK Indonesia Acquisition for a contractual price of **$18.2 million** to increase alkaline battery production capacity[34](index=34&type=chunk)[40](index=40&type=chunk) - The company initiated a new restructuring program in Q4 FY2020 focused on its global supply chain, with expected costs of **$4 to $7 million**; total restructuring expenses for the quarter were **$10.6 million**, up from **$6.3 million** in the prior year[59](index=59&type=chunk)[60](index=60&type=chunk) - In December 2020, the company refinanced its debt by entering into a new Credit Agreement for a **$400 million** revolving facility and a **$550 million** Term Loan due 2027, using the proceeds to pay down existing term loans and its revolver[97](index=97&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=31&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses Q1 FY2021 financial results, highlighting strong sales growth, acquisitions, restructuring, debt refinancing, and changes in liquidity and segment performance [Highlights / Operating Results](index=35&type=section&id=Highlights%20%2F%20Operating%20Results) Net sales increased **15.2%** to **$848.6 million** driven by organic growth and acquisitions, with adjusted diluted EPS up **37.6%** despite gross margin decline Q1 Net Sales Growth Breakdown | Component | Contribution ($M) | % Change | | :--- | :--- | :--- | | Prior Year Net Sales | $736.8 | - | | Organic Growth | $93.3 | 12.7% | | Impact of FY 2021 Acquisitions | $9.6 | 1.3% | | Change in Argentina | $2.8 | 0.4% | | Impact of Currency | $6.1 | 0.8% | | **Current Year Net Sales** | **$848.6** | **15.2%** | - Organic net sales growth of **12.7%** was driven by new distribution (**5.5%**), increased replenishment volumes due to elevated demand (**4.0%**), timing of holiday/Brexit shipments (**2.2%**), and favorable pricing (**1.0%**)[218](index=218&type=chunk) Adjusted Gross Margin Reconciliation | Component | Basis Point Impact | | :--- | :--- | | **Gross Margin - FY'20 Adjusted** | **41.8%** | | Incremental COVID-19 costs | (130) bps | | Mix and product cost impacts | (150) bps | | Lower margin of acquired businesses | (40) bps | | Synergy realization | 180 bps | | Currency impact | 30 bps | | **Gross Margin - FY'21 Adjusted** | **40.7%** | [Segment Results](index=38&type=section&id=Segment%20Results) Americas and International segments showed strong net sales growth, with total segment profit increasing **18.9%** to **$215.7 million** driven by top-line growth and synergies Q1 Segment Performance vs. Prior Year | Segment | Net Sales | % Change | Organic % Change | Segment Profit | % Change | Organic % Change | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | **Americas** | $586.6M | 14.0% | 12.8% | $155.9M | 20.7% | 20.0% | | **International** | $262.0M | 17.9% | 12.3% | $59.8M | 14.6% | 1.3% | | **Total** | **$848.6M** | **15.2%** | **12.7%** | **$215.7M** | **18.9%** | **14.6%** | [Liquidity and Capital Resources](index=41&type=section&id=Liquidity%20and%20Capital%20Resources) Operating cash flow decreased due to working capital changes, while significant debt refinancing and share repurchases impacted financing activities, with **$392.3 million** available under the revolving credit facility - Operating cash flow decreased by **$57.2 million** year-over-year, primarily due to working capital changes, including a prior year VAT refund and current year inventory investment[250](index=250&type=chunk) - The company executed significant debt refinancing, including issuing a new **$550 million** Term Loan and repaying **$1,383.3 million** of existing debt, resulting in a **$5.7 million** loss on extinguishment of debt for the quarter[254](index=254&type=chunk)[226](index=226&type=chunk) - A new share repurchase program for up to **7.5 million** shares was approved in November 2020, with **500,000 shares** repurchased for **$21.3 million** during the quarter[261](index=261&type=chunk)[114](index=114&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=44&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company is exposed to market risks from currency, commodity, and interest rate changes, which are hedged using derivative instruments, and addresses the impact of Argentina's inflationary economy - The company hedges foreign currency risk, primarily for the Euro, British pound, Canadian dollar, and Australian dollar, using forward contracts, resulting in an unrealized pre-tax loss of **$10.2 million** as of December 31, 2020[269](index=269&type=chunk)[270](index=270&type=chunk) - To manage interest rate risk on its variable rate debt, the company entered into a new interest rate swap in December 2020, fixing the LIBOR component on **$550.0 million** of debt at **0.95%**[276](index=276&type=chunk) [Item 4. Controls and Procedures](index=46&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that disclosure controls and procedures were effective as of December 31, 2020, with no material changes to internal control over financial reporting - The Chief Executive Officer and Chief Financial Officer concluded that the company's disclosure controls and procedures were effective as of December 31, 2020[279](index=279&type=chunk) [PART II — OTHER INFORMATION](index=47&type=section&id=PART%20II%20%E2%80%94%20OTHER%20INFORMATION) [Item 1. Legal Proceedings](index=47&type=section&id=Item%201.%20Legal%20Proceedings) The company is subject to various legal proceedings, but management believes any resulting liability will not be material to its financial position or results - The company states that its liability from pending legal proceedings is not reasonably likely to be material to its financial position or results[282](index=282&type=chunk) [Item 1A. Risk Factors](index=47&type=section&id=Item%201A.%20Risk%20Factors) No material changes have occurred to the risk factors previously disclosed in the company's Annual Report on Form 10-K [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=47&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) The company repurchased **500,000 shares** for **$21.3 million** under a new authorization and acquired additional shares for tax withholding obligations during Q1 FY2021 Issuer Purchases of Equity Securities (Q1 FY2021) | Period | Total Shares Purchased | Average Price Paid | Shares Purchased Under Plan | Max Shares Remaining Under Plan | | :--- | :--- | :--- | :--- | :--- | | Oct 2020 | 135 | $40.24 | — | 1,822,655 | | Nov 2020 | 305,719 | $42.47 | 150,698 | 7,349,302 | | Dec 2020 | 349,302 | $42.91 | 349,302 | 7,000,000 | | **Total** | **655,156** | **$42.70** | **500,000** | **7,000,000** | [Item 6. Exhibits](index=47&type=section&id=Item%206.%20Exhibits) References the Exhibit Index, listing all agreements and documents filed as part of the Form 10-Q

+ Fiscal Q1 Earnings February 8, 2021 Forward-Looking Statements and Non-GAAP Financial Measures Energizer Holdings, Inc. (the "Company") and its management may make certain statements that constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. These statements can be identified by the fact that they do not relate strictly to historical or current facts. Forward-looking statements often use words such as "anticipates," "targets," "expects," "hopes ...