The following discussion is meant to provide investors with information
management believes is helpful in reviewing Energizer's historical-basis results
of operations, operating segment results, and liquidity and capital resources.
Statements in this Management's Discussion and Analysis of Financial Condition
and Results of Operations ("MD&A") that are not historical may be considered
forward-looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995. You should read the following MD&A in conjunction
with the Consolidated (Condensed) Financial Statements (unaudited) and
corresponding notes included herein.

All amounts discussed are in millions of U.S. dollars, unless otherwise indicated.

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," "will,"
"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. All forward-looking statements should be
evaluated with the understanding of their inherent uncertainty. Numerous factors
could cause our actual results and events to differ materially from those
expressed or implied by forward-looking statements, including, without
limitation:

•Global economic and financial market conditions, including the conditions resulting from the COVID-19 pandemic, and actions taken by our customers, suppliers, other business partners and governments in markets in which we compete might materially and negatively impact us.

•Competition in our product categories might hinder our ability to execute our business strategy, achieve profitability, or maintain relationships with existing customers.

•Changes in the retail environment and consumer preferences could adversely affect our business, financial condition and results of operations.



•We must successfully manage the demand, supply, and operational challenges
brought about by the COVID-19 pandemic and any other disease outbreak, including
epidemics, pandemics, or similar widespread public health concerns.

•Loss or impairment of the reputation of our Company or our leading brands or failure of our marketing plans could have an adverse effect on our business.

•Loss of any of our principal customers could significantly decrease our sales and profitability.



•Our ability to meet our growth targets depends on successful product, marketing
and operations innovation and successful responses to competitive innovation and
changing consumer habits.

•We are subject to risks related to our international operations, including currency fluctuations, which could adversely affect our results of operations.

•If we fail to protect our intellectual property rights, competitors may manufacture and market similar products, which could adversely affect our market share and results of operations.



•Changes in production costs, including raw material prices and transportation
costs, from inflation or otherwise, have adversely affected, and in the future
could erode, our profit margins and negatively impact operating results.

•Our reliance on certain significant suppliers subjects us to numerous risks,
including possible interruptions in supply, which could adversely affect our
business.

•Our business is vulnerable to the availability of raw materials, our ability to forecast customer demand and our ability to manage production capacity.



•The manufacturing facilities, supply channels or other business operations of
the Company and our suppliers may be subject to disruption from events beyond
our control.

•The Company's future results may be affected by its operational execution,
including scenarios where the Company generates fewer productivity improvements
than estimated.

                                       29

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•If our goodwill and indefinite-lived intangible assets become impaired, we will be required to record impairment charges, which may be significant.

•A failure of a key information technology system could adversely impact our ability to conduct business.



•We rely significantly on information technology and any inadequacy,
interruption, theft or loss of data, malicious attack, integration failure,
failure to maintain the security, confidentiality or privacy of sensitive data
residing on our systems or other security failure of that technology could harm
our ability to effectively operate our business and damage the reputation of our
brands.

•We have significant debt obligations that could adversely affect our business and our ability to meet our obligations.



•If we pursue strategic acquisitions, divestitures or joint ventures, we might
experience operating difficulties, dilution, and other consequences that may
harm our business, financial condition, and operating results, and we may not be
able to successfully consummate favorable transactions or successfully integrate
acquired businesses.

•Our business involves the potential for product liability claims, labeling
claims, commercial claims and other legal claims against us, which could affect
our results of operations and financial condition and result in product recalls
or withdrawals.

•Our business is subject to increasing government regulations in both the U.S. and abroad that could impose material costs.



•Increased focus by governmental and non-governmental organizations, customers,
consumers and shareholders on environmental, social and governance (ESG) issues,
including those related to sustainability and climate change, may have an
adverse effect on our business, financial condition and results of operations
and damage our reputation.

•We are subject to environmental laws and regulations that may expose us to
significant liabilities and have a material adverse effect on our results of
operations and financial condition.


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 discussed herein and detailed from time to time in our other
publicly filed documents, including those described under the heading "Risk
Factors" in our Form 10-K filed with the Securities and Exchange Commission on
November 15, 2022.

Non-GAAP Financial Measures

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 restructuring costs,
acquisition and integration costs, an acquisition earn out and the gain on
extinguishment of debt. In addition, these measures help investors to analyze
year over year comparability when excluding currency fluctuations 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 methods 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:



Segment Profit. This amount represents the operations of our two reportable
segments including allocations for shared support functions. General corporate
and other expenses, intangible amortization expense, interest expense, gain on
extinguishment of debt, other items, net, restructuring charges, the charges
related to acquisition and integration costs, and an acquisition earn out have
all been excluded from segment profit.

Adjusted Net Earnings and Adjusted Diluted Net Earnings Per Common Share (EPS).
These measures exclude the impact of the costs related to restructuring
activities, acquisition and integration, an acquisition earn out and the gain on
extinguishment of debt.

                                       30
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Non-GAAP Tax Rate. This is the tax rate when excluding the pre-tax impact of
restructuring activities, acquisition and integration, an acquisition earn out
and the gain on extinguishment of debt, as well as the related tax impact for
these items, calculated utilizing the statutory rate for where the impact was
incurred.

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



Change in Russia Operations. The Company exited the Russian market in the second
quarter of fiscal 2022 due to the increased global and economic and political
uncertainty resulting from the ongoing conflict between Russia and Ukraine. This
adjusts for the change in Russian sales and segment profit from the prior year
post exit.

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 change in
foreign currency exchange rates year-over-year on reported results, which is
calculated by comparing the value of current year foreign operations at the
current period USD exchange rate versus the value of current year foreign
operations at the prior period USD exchange rate. The impact of currency also
includes gains/(losses) of currency hedging programs, and it excludes
hyper-inflationary markets.

Adjusted Selling, General & Administrative (SG&A) and Gross Margin as a percent
of sales. Detail for adjusted gross margin and adjusted SG&A as a percent of
sales are also supplemental non-GAAP measures. These measures exclude the impact
of costs related to restructuring activities, acquisition and integration and an
acquisition earn out.

Coronavirus (COVID-19)

For the quarter ended December 31, 2022, Energizer continued to be impacted by
the coronavirus (COVID-19) pandemic and its related effects. While it is not
feasible to identify or quantify all of the direct and indirect implications of
the COVID-19 pandemic on the Company's results of operations, the Company
believes that the overall impact of the COVID-19 pandemic continued to be
primarily driven by factors related to disruption in our global supply chain and
changes in demand for products during the first quarter of fiscal 2023.

An inflationary environment marked by higher manufacturing and transportation
costs as well as increased commodity costs is expected to continue in fiscal
2023. While we did not experience significant disruptions in our operations
during the first quarter of fiscal 2023, the risks of future negative impacts
due to transportation, logistical or supply constraints and higher commodity
costs for certain raw materials remain present, and the Company continues to
experience corresponding incremental costs and gross margin pressures.

The full impact of COVID-19 on our financial and operating performance will depend significantly on the duration and severity of the pandemic and related disruption to our global supply chain, the emergence of variants and the effectiveness of vaccines against these variants, and any future government actions affecting consumers and the economy in general, among other factors beyond our knowledge or control.

Restructuring Costs

Project Momentum Restructuring Program



In November 2022, the Board of Directors approved a profit recovery program,
Project Momentum, which includes an enterprise-wide restructuring focused on
recovering operating margins, optimizing our manufacturing, distribution and
global supply chain networks, and enhancing our organizational efficiency across
both segments. The restructuring component of the program is expected to
generate $65 to $80 of annual pre-tax savings, and the Company estimates that it
will incur one-time operating costs of $40 to $50 and capital expenditures of
$35 to $45 over the next two years. Additionally, along side the restructuring
component of the program, Project Momentum includes continuous improvement and
working capital initiatives that are designed to strengthen our balance sheet,
focus on cash flow, and generate P&L savings of approximately $15 to $20
annually. Total expected pre-tax savings
                                       31

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of Project Momentum are between $80 and $100 with approximately $30 to $40 of those savings to be recognized in fiscal year 2023.



In the first quarter of fiscal 2023, the total pre-tax expense related to
Project Momentum restructuring was $6.6. The expense primarily consisted of
consulting, severance and other benefit related costs. These costs were
reflected within Cost of products sold and Selling, general and administrative
expense on the Consolidated (Condensed) Statements of Earnings and Comprehensive
Income.

Although the Company's Project Momentum restructuring costs are recorded outside
of segment profit, if allocated to our reportable segments, the restructuring
costs for the quarter ended December 31, 2022 would be incurred within the
Battery & Lights segment in the amounts of $5.8 and the Auto Care segment in the
amount of $0.8.

Total pre-tax charges relating to the Project Momentum restructuring program since inception are $7.5, and through the first quarter of fiscal 2023, the Company has realized $0.6 of the Project Momentum restructuring savings.

Refer to Note 4, Restructuring, to the Consolidated (Condensed) Financial Statements for additional discussion on the Company's restructuring costs.

2019 and 2020 Restructuring Programs



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 this plan were substantially complete by December 31, 2021.

In the fourth fiscal quarter of 2020, the Company initiated a new restructuring
program with a primary focus on reorganizing our 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 all activities within this program were substantially complete by December
31, 2021.

The total pre-tax expense related to the 2019 and 2020 restructuring plans for
the quarter ended December 31, 2021 was $5.3. The expense consisted of charges
for employee severance, retention, related benefit costs, accelerated
depreciation, asset write-offs, relocation, environmental investigatory and
mitigation costs, consulting costs and other exit costs. The costs were
reflected in Cost of products sold and Selling, general and administrative
expense on the Consolidated (Condensed) Statements of Earnings and Comprehensive
Income.

Although the Company's 2019 and 2020 restructuring program costs are recorded
outside of segment profit, if allocated to our reportable segments, the
restructuring costs noted above for the quarter ended December 31, 2021 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.

Total pre-tax charges relating to the 2019 restructuring program and 2020
restructuring program since inceptions were $60.6 and $19.4, respectively.
Fiscal 2022 marked the conclusion of the 2019 and 2020 Restructuring programs.
The full amount of savings from these projects of approximately $55 to $60 are
now included within our annual run-rate cost structure. The primary impact of
the savings were reflected in Cost of products sold. We do not expect to incur
additional material charges for these programs.
                                       32
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Refer to Note 4, Restructuring, to the Consolidated (Condensed) Financial Statements for additional discussion on the Company's restructuring costs.

Acquisition and Integration Costs



There were no acquisition and integration costs in the three months ended
December 31, 2022. Acquisition and integration costs incurred during fiscal year
2022 relate to the 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 in the three months ended December
31, 2021.

Pre-tax acquisition and integration costs recorded in Costs of products sold
were $6.0 for the three months ended December 31, 2021, 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 three months ended December 31,
2021. The SG&A expenses incurred during the three months ended December 31, 2021
primarily related to the integration of the acquired information technology
systems, consulting costs, and retention-related compensation costs.

For the three months ended December 31, 2021, the Company recorded $1.1 of pre-tax acquisition and integration related costs in research and development related to severance and R&D asset write-offs.

Highlights / Operating Results

Financial Results (in millions, except per share data)



Energizer reported first fiscal quarter Net earnings of $49.0, or $0.68 per
diluted common share, compared to Net earnings of $60.0, or $0.83 per diluted
common share, in the prior year first fiscal quarter. Adjusted diluted net
earnings per common share was $0.72 for the first fiscal quarter as compared to
$1.03 in the prior year quarter, a decline of 30%.

Net earnings and Diluted net earnings per common share for the time periods presented were impacted by certain items related to restructuring costs, acquisition and integration costs, an acquisition earn out and the gain on extinguishment of debt as described in the tables below. The impact of these items is provided below as a reconciliation of Net earnings and Diluted net earnings per common share to Adjusted net earnings and Adjusted diluted net earnings per common share, which are non-GAAP measures. See disclosure on Non-GAAP Financial Measures above.


                                       33
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                                                               For the 

Quarters Ended December 31,


                                                                  2022                      2021
Net earnings attributable to common shareholders          $             49.0          $         56.0
Mandatory preferred stock dividends                                        -                    (4.0)
Net earnings                                                            49.0                    60.0

Pre-tax adjustments
Project Momentum restructuring costs (1)                                 6.6                       -
Acquisition and integration (2)                                            -                    16.5
Acquisition earn out (3)                                                   -                     1.1
Gain on extinguishment of debt                                          (2.9)                      -
Total adjustments, pre-tax                                $              3.7          $         17.6

Total adjustments, after tax                              $              2.8          $         13.8
Adjusted net earnings (4)                                 $             51.8          $         73.8
Mandatory preferred stock dividends                                        -                    (4.0)
Adjusted net earnings attributable to common shareholders $             

51.8 $ 69.8



Diluted net earnings per common share                     $             0.68          $         0.83
Adjustments (per common share)
Project Momentum restructuring costs                                    0.07                       -
Acquisition and integration                                                -                    0.18
Acquisition earn out                                                       -                    0.01

Gain on extinguishment of debt                                         (0.03)                      -
Impact for diluted share calculation (5)                                   -                    0.01

Adjusted diluted net earnings per diluted common share (5)

                                                       $             0.72          $         1.03
Weighted average shares of common stock - Diluted                       72.2                    67.1

Adjusted Weighted average shares of common stock - Diluted (5)

                                                             72.2                    71.8


Currency had an adverse impact in the three months ended December 31, 2022 to Earnings before income taxes of $10.0, or $0.11 per share, over the prior year.

(1) Project Momentum Restructuring costs included $0.3 recorded in Cost of products sold and $6.3 recorded in SG&A for the quarter ended December 31, 2022.

(2) Acquisition and integration costs included $6.0 recorded in Cost of products sold, $9.4 recorded in SG&A, and $1.1 in Research and development for the quarter ended December 31, 2021.

(3) This represents the earn out achieved through December 31, 2021 under the incentive agreements entered into with the Formulations Acquisition and is recorded in SG&A. No amounts have been recognized for the second or third performance years under the incentive agreements through December 31, 2022.



(4) The effective tax rate for the Adjusted - Non-GAAP Earnings and Diluted EPS
for the quarters ended December 31, 2022 and 2021 was 21.5% and 21.6%,
respectively, as calculated utilizing the statutory rate for where the costs
were incurred.

(5) For the quarter ended December 31, 2021, the Adjusted diluted net earnings
per common share and Weighted average shares of common stock - Diluted is
assuming the conversion of the Mandatory convertible preferred stock (MCPS) 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.The Company no longer has any MCPS outstanding in fiscal
2023.

                                       34

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Highlights


Total Net sales                                               For the 

Quarter Ended December 31, 2022


                                                               $ Change                      % Chg
Net sales - prior year                                  $             846.3
Organic                                                               (45.6)                        (5.4) %

Change in Argentina                                                     1.3                          0.2  %
Change in Russia                                                       (7.5)                        (0.9) %
Impact of currency                                                    (29.4)                        (3.5) %
Net Sales - current year                                $             765.1                         (9.6) %


See non-GAAP measure disclosures above.

Net sales were $765.1 for the first fiscal quarter of 2023, a decrease of $81.2 as compared to the prior year quarter. Organic Net sales decreased 5.4%, primarily driven by the following items:



•Approximately 13.5% of the decline to organic sales was due to lower volumes
driven by the timing of holiday orders in the battery business and category
declines from higher retail pricing and retailer inventory management in both
battery and auto care; and
•As part of our focus on gross margin restoration, the Company exited some lower
margin profile battery customers and products resulting in approximately 1.5% of
additional decline to organic sales.

•Partially offsetting these declines was the continued benefit of global pricing actions in both the battery and auto care businesses which contributed approximately 9.5% of the increase to organic sales.



Gross margin percentage on a reported basis for the first fiscal quarter of 2023
was 39.0%, compared to 36.8% in the prior year. Excluding $0.3 of restructuring
costs in the current quarter and $6.0 of integration costs in the prior year
quarter results, adjusted gross margin was 39.0% compared to 37.5% in the prior
year, an increase of 150 basis points from prior year and 280 basis points from
the fourth quarter of fiscal 2022.

                                                          First Quarter

Gross margin - FY'22 Reported                                    36.8  %
Prior year impact of Acquisition and integration costs            0.7  %
Gross margin - FY'22 Adjusted                                    37.5  %

Pricing                                                           5.5  %
Project Momentum continuous improvement initiatives               0.8  %
Mix impact                                                        0.3  %

Product cost impacts                                             (4.2) %

Currency impact and other                                        (0.9) %
Gross margin - FY'23 Reported and Adjusted                       39.0  %



The Gross margin increase was largely driven by the continued benefit of the
pricing initiatives and Project Momentum savings of $6.5 as well as the positive
impact from exiting lower margin business. These benefits were partially offset
by higher operating costs, including material and ocean freight costs,
consistent with ongoing inflationary trends, as well as adverse currency
impacts.

Selling, general, and administrative expense (SG&A) was $120.4 in the first
fiscal quarter of 2023, or 15.7% of Net sales, as compared to $122.1, or 14.4%
of Net sales, in the prior year period. Included in the first fiscal quarter of
2023 results were restructuring costs of $6.3 and included in the first quarter
of 2022 results were integration costs of $9.4 and acquisition earn out costs of
$1.1. Excluding restructuring and integration costs and the acquisition earn
out, adjusted SG&A was $114.1, or 14.9% of Net sales in the first fiscal quarter
of 2023, as compared to $111.6, or 13.2% of Net sales in the prior year period.
The year-over-year increase was primarily driven by higher stock compensation
expense, factoring fees and increased depreciation expense from our digital

                                       35

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transformation initiatives. These increases were partially offset by Project Momentum savings and favorable currency impacts.



Advertising and sales promotion expense (A&P) was $53.4, or 7.0% of net sales,
in the first fiscal quarter of 2023, as compared to $51.7, or 6.1% of Net sales,
in the first fiscal quarter of 2022. The increase in the current year was due to
planned brand support during the holiday season.

Research and Development (R&D) was $7.6, or 1.0% of Net sales, for the quarter
ended December 31, 2022, as compared to $8.9, or 1.1% of Net sales, in the prior
year comparative period, which included integration costs of $1.1.

Interest expense was $42.9 for the first fiscal quarter of 2023 compared to
$37.0 for the prior year comparative period. The increased interest expense was
due to higher interest rates in fiscal 2023 compared to fiscal 2022, partially
offset by lower average outstanding debt in the current quarter.

Gain on extinguishment of debt was $2.9 for the first fiscal quarter of 2023,
and relates to the Company's retirement of $25.0 of outstanding Senior Notes at
a discount and the repayment of $25.0 outstanding on the term loan.

Other items, net was a credit of $1.4 and expense of $0.2 for the first fiscal quarters of 2023 and 2022, respectively.


                                                             For the Quarters Ended December 31,
                                                                2022                      2021
Other items, net
Interest income                                         $             (0.2)         $         (0.2)
Foreign currency exchange (gain)/loss                                 (1.0)                    1.3
Pension cost/(benefit) other than service costs                        0.7                    (1.1)

Other                                                                 (0.9)                    0.2

Total Other items, net                                  $             (1.4)         $          0.2


The effective tax rate on a year to date basis was 21.3% as compared to 21.6% in
the prior year. Excluding the impact of restructuring costs, acquisition and
integration costs, acquisition earn out and the gain on extinguishment in debt,
the year to date adjusted effective tax rate was 21.5% as compared to 21.6% in
the prior year.

Segment Results

Operations for Energizer are managed via two product segments: Batteries &
Lights and Auto Care. Segment performance is evaluated based on segment
operating profit, exclusive of general corporate expenses (including share-based
compensation costs), amortization of intangibles, restructuring costs,
acquisition and integration activities, acquisition earn out and other items
determined to be corporate in nature. Financial items, such as interest income
and expense and gain on extinguishment of debt are managed on a global basis at
the corporate level. The exclusion of restructuring and acquisition and
integration costs from segment results reflects management's view on how it
evaluates segment performance.

Energizer's operating model includes a combination of standalone and shared
business functions between the product segments, varying by country and region
of the world. Shared functions include the sales and marketing functions, as
well as human resources, IT and finance shared service costs. Energizer applies
a fully allocated cost basis, in which shared business functions are allocated
between segments. Such allocations are estimates, and may not represent the
costs of such services if performed on a standalone basis.

                                       36
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Segment Net Sales                                                   Quarter Ended December 31, 2022
                                                                  $ Change                   % Chg
Batteries & Lights
Net sales - prior year                                       $         740.2
Organic                                                                (34.8)                      (4.7) %

Change in Argentina                                                      1.3                        0.2  %
Change in Russia                                                        (7.3)                      (1.0) %
Impact of currency                                                     (27.8)                      (3.8) %
Net sales - current year                                     $         671.6                       (9.3) %

Auto Care
Net sales - prior year                                       $         106.1
Organic                                                                (10.8)                     (10.2) %

Change in Russia                                                        (0.2)                      (0.2) %
Impact of currency                                                      (1.6)                      (1.5) %
Net sales - current year                                     $          93.5                      (11.9) %

Total Net Sales
Net sales - prior year                                       $         846.3
Organic                                                                (45.6)                      (5.4) %

Change in Argentina                                                      1.3                        0.2  %
Change in Russia                                                        (7.5)                      (0.9) %
Impact of currency                                                     (29.4)                      (3.5) %
Net sales - current year                                     $         765.1                       (9.6) %


Results for the Quarter Ended December 31, 2022




Battery & Lights reported Net Sales decreased 9.3% as compared to the prior
year. Organic net sales decreased $34.8, or 4.7%, for the first fiscal quarter.
The organic decline was due to lower volumes, driven by the timing of holiday
orders, category declines from higher retail pricing and retailer inventory
management at the end of the calendar year (approximately 13%), as well as the
exit of some lower margin profile customers and products as a part of Project
Momentum initiatives (approximately 2%). This was partially offset by the
continued benefits of global pricing actions (approximately 10%).


Auto Care reported Net sales decreased 11.9% as compared to the prior year.
Organic net sales decreased $10.8, or 10.2%, for the first fiscal quarter. The
organic decline was driven by deceased volumes from inflationary pressures, the
comp of elevated prior year demand and retailer inventory management
(approximately 17%). This was partially offset by the continued benefits of
global pricing actions (approximately 7%).
                                       37
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Segment Profit                                                     Quarter Ended December 31, 2022
                                                                 $ Change                   % Chg
Batteries & Lights
Segment profit - prior year                                 $         168.4
Organic                                                               (15.6)                      (9.3) %

Change in Russia                                                       (0.6)                      (0.4) %
Impact of currency                                                    (13.9)                      (8.2) %
Segment profit - current year                               $         138.3                      (17.9) %

Auto Care
Segment profit/(loss) - prior year                                     (0.2)
Organic                                                                12.3                          NM *

Change in Argentina                                                    (0.1)                         NM *
Impact of currency                                                     (1.4)                         NM *
Segment profit - current year                               $          10.6                          NM *

Total Segment Profit
Segment profit - prior year                                           168.2
Organic                                                                (3.3)                      (2.0) %

Change in Argentina                                                    (0.1)                      (0.1) %
Change in Russia                                                       (0.6)                      (0.4) %
Impact of currency                                                    (15.3)                      (9.0) %
Segment profit - current year                               $         148.9                      (11.5) %



Refer to Note 6, Segments, in the Consolidated (Condensed) Financial Statements for a reconciliation from segment profit to earnings before income taxes.

*NM - These percentage calculations are not meaningful.

Results for the Quarter Ended December 31, 2022




Global reported segment profit decreased 11.5% as compared to the prior year.
Organic profit decrease was $3.3, or 2.0%. The organic decrease was driven by
the decrease in organic net sales as well as higher A&P and SG&A spend compared
to the prior year. This decrease was partially offset by savings from Project
Momentum initiatives.
Battery & Lights reported segment profit decreased by 17.9% as compared to the
prior year. Organic segment profit decreased by $15.6, or 9.3%, due to the
decrease in organic net sales discussed above as well as higher SG&A and A&P
spending. Partially offsetting this decline was savings from Project Momentum
initiatives.

Auto Care reported segment profit increased $10.8 as compared to the prior year
driven by the favorable organic segment profit increase of $12.3. The increase
was driven by an improvement in gross margin due to Project Momentum initiatives
as well as a decrease in SG&A. These increases were partially offset by the
decline in organic revenue growth in Auto Care noted above and higher A&P
spending.

General Corporate                                           For the Quarters Ended December 31,
                                                                2022                      2021
  General corporate and other expenses                  $           25.4            $        21.7

% of Net Sales                                                       3.3    %                 2.6  %



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For the quarter ended December 31, 2022, general corporate and other expenses
were $25.4, an increase of $3.7 as compared to the prior year comparative
period. The current quarter increase was primarily driven by increased stock
compensation expense in the current year.

Liquidity and Capital Resources



Energizer's primary future cash needs will be centered on operating activities,
working capital, strategic investments and debt reductions. We believe that our
future cash from operations, together with our access to capital markets, will
provide adequate resources to fund our operating and financing needs. Our access
to, and the availability of, financing on acceptable terms in the future will be
affected by many factors, including: (i) our financial condition and prospects,
(ii) for debt, our credit rating, (iii) the liquidity of the overall capital
markets and (iv) the current state of the economy. There can be no assurances
that we will continue to have access to capital markets on terms acceptable to
us. See the "Risk Factors" section of our Annual Report on Form 10-K for the
year ended September 30, 2022 filed with the Securities and Exchange Commission
on November 15, 2022 for additional information.

Cash is managed centrally with net earnings reinvested locally and working
capital requirements met from existing liquid funds. At December 31, 2022,
Energizer had $280.3 of cash and cash equivalents, approximately 73% of which
was held outside of the U.S. Given our extensive international operations, a
significant portion of our cash is denominated in foreign currencies. We manage
our worldwide cash requirements by reviewing available funds among the many
subsidiaries through which we conduct our business and the cost effectiveness
with which those funds can be accessed. The repatriation of cash balances from
certain of our subsidiaries could have adverse tax consequences or be subject to
regulatory capital requirements; however, those balances are generally available
without legal restrictions to fund ordinary business operations.

In December 2020, the Company entered into a Credit Agreement which provided for
a 5-year $400.0 revolving credit facility (2020 Revolving Facility) and a
$1,200.0 Term Loan due December 2027. In December 2021, the Company amended the
Credit Agreement to increase the 2020 Revolving Facility to $500.0.

The borrowings under the Term Loan require quarterly principal payments at a
rate of 0.25% of the original principal balance. Borrowings under the 2020
Revolving Facility bear interest at a rate per annum equal to, at the option of
the Company, LIBOR or the Base Rate (as defined) plus the applicable margin. The
Term Loan bears interest at a rate per annum equal to, at the option of the
Company, LIBOR or Base Rate (as defined) plus the applicable margin.

During the quarter, the Company repurchased $16.3 of the 4.750% Senior Notes due
in 2028 and $8.7 of the 4.375% Senior Notes due in 2029 at a total discount of
$3.4. The Company also paid down $28.0 of the Term Loan during the quarter. The
extinguishment of this debt, less the write-off of associated deferred financing
fees, resulted in a Gain on extinguishment of debt during the quarter of $2.9.

As of December 31, 2022, the Company had no outstanding borrowing under the 2020
Revolving Facility and $7.1 of outstanding letters of credit. Taking into
account outstanding letters of credit, $492.9 remained available under the 2020
Revolving Facility as of December 31, 2022. The Company is in compliance with
the provisions and covenants associated with its debt agreements, and expects to
remain in compliance throughout the next twelve months.

Operating Activities

Cash flow from operating activities was $161.0 in the three months ended December 31, 2022, as compared to cash flow used by operating activities of $54.6 in the prior year period. This change in cash flows of $215.6 was primarily driven by working capital changes year over year of approximately $227. The working capital change of approximately $227 was primarily a result of the following:



•Approximately $120 is due to collections of accounts receivable, net of trade
spend, in the current year compared to the prior year. The Company had reduced
its factoring at the end of fiscal year 2022 compared to the prior year, which
resulted in higher collections in the first quarter of fiscal 2023.

•Approximately $64 of less inventory investment compared to the prior year as
the Company was proactively building safety stock in the prior year and reduced
the investment in the current year as inventory levels return to a more
normalized level; and
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•Approximately $42 due to changes in accounts payable and accrued liabilities driven by timing of payments.




Investing Activities

Net cash used by investing activities was $8.8 and $24.0 for the three months ended December 31, 2022 and 2021, respectively, and consisted of the following:

•Capital expenditures of $9.5 and $24.4 in the three months ended December 31, 2022 and 2021, respectively;

•Proceeds from assets sales were $0.7 in the three months ended December 31, 2022; and



•Acquisitions, net of cash acquired and working capital settlements was an
inflow of $0.4 from the Formulations Acquisition working capital settlement in
fiscal 2022.

Investing cash outflows of approximately $55 to $65 are anticipated in fiscal
2023 for capital expenditures relating to maintenance, product development and
cost reduction investments, including Project Momentum capital initiatives.

Financing Activities



Net cash used by financing activities was $79.4 for the three months ended
December 31, 2022 as compared to cash from financing activities of $61.4 in the
prior fiscal year period. For the three months ended December 31, 2022, cash
used by financing activities consists of the following:

•Payments of debt with maturities greater than 90 days of $49.8, primarily related to the early retirement of Senior notes of $21.6 and the term loan principal payments of $28.0;

•Net decrease in debt with original maturities of 90 days or less of $5.9 primarily related to repayment of international borrowings;

•Dividends paid on common stock of $21.8 (see below); and

•Taxes paid for withheld share-based payments of $1.9.

For the three months ended December 31, 2021, cash from financing activities consisted of the following:

•Payments of debt with maturities greater than 90 days of $3.6, primarily related to the quarterly principal payments on the Term Loan;

•Net increase in debt with original maturities of 90 days or less of $94.2 primarily related to borrowing under our 2020 Revolving Facility;

•Debt issuance costs of $2.5 relating to the amendment of the Credit Agreement in December 2021;

•Dividends paid on common stock of $20.5;

•Dividends paid on MCPS of $4.0; and

•Taxes paid for withheld share-based payments of $2.2.

Dividends



On November 7, 2022, the Board of Directors declared a cash dividend for the
first quarter of fiscal 2023 of $0.30 per share of common stock, payable on
December 16, 2022. Subsequent to the end of the quarter, on January 30, 2023,
the Board of Directors declared a cash dividend for the second quarter of 2023
of $0.30 per share of common stock, payable on March 16, 2023, to all
shareholders of record as of the close of business on February 21, 2023.

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Share Repurchases



In November 2020, the Company's Board of Directors put in place an authorization
for the Company to acquire up to 7.5 million shares of its common stock. The
Company has 5.0 million shares remaining under this authorization.

Future share repurchases, if any, will be determined by the Company based on its
evaluation of the market conditions, capital allocation objectives, legal and
regulatory requirements and other factors. Share repurchases may be effected
through open market purchases or privately negotiated transactions, including
repurchase plans that satisfy the conditions of Rule 10b5-1 of the Securities
Exchange Act of 1934.

The timing, declaration, amount and payment of future dividends to shareholders
or repurchases of the Company's Common stock will fall within the discretion of
our Board of Directors. The Board's decisions regarding the payment of dividends
or repurchase of shares will depend on many factors, such as our financial
condition, earnings, capital requirements, debt service obligations, covenants
associated with certain of our debt service obligations, industry practice,
legal requirements, regulatory constraints and other factors that our Board of
Directors deems relevant.

Other Matters

Environmental Matters

Accrued environmental costs at December 31, 2022 were $14.6. It is difficult to
quantify with certainty the cost of environmental matters, particularly
remediation and future capital expenditures for environmental control equipment.
Total environmental capital expenditures and operating expenses are not expected
to have a material effect on our total capital and operating expenditures,
earnings or competitive position. However, current environmental spending
estimates could be modified as a result of changes in our plans or our
understanding of underlying facts, changes in legal requirements, including any
requirements related to global climate change, or other factors.

Contractual Obligations

The Company believes it has sufficient liquidity to fund its operations and meet its short-term and long-term obligations. The Company's material future obligations include the contractual and purchase commitments described below.



The Company has a contractual commitment to repay its long-term debt of $3,524.9
based on the defined terms of our debt agreements. Within the next twelve
months, the Company is obligated to pay $12.0 of this total debt. Our interest
commitments based on the current debt balance and LIBOR rate on drawn debt at
December 31, 2022 is $905.8, with $158.2 expected within the next twelve months.
The Company has entered into an interest rate swap agreement that fixed the
variable benchmark component (LIBOR) on $700.0 of variable rate debt. Refer to
Note 8, Debt, for further details.

The Company has a long-term obligation to pay a mandatory transition tax of $16.7. No payments are required until fiscal 2024.



Additionally, Energizer has material future purchase commitments for goods and
services which are legally binding and that specify all significant terms
including price and/or quantity. Total future commitments for these obligations
over the next 5 years is $17.2. Of this amount, $10.2 is due within the next
twelve months. Refer to Note 14, Legal proceeding/contingencies and other
obligations, for additional details.

Energizer is also party to various service and supply contracts that generally
extend approximately one to three months. These arrangements are primarily
individual, short-term purchase orders for routine goods and services at market
prices, which are part of our normal operations and are reflected in historical
operating cash flow trends. These contracts can generally be canceled at our
option at any time. We do not believe such arrangements will adversely affect
our liquidity position.

Finally, Energizer has operating and financing leases for real estate,
equipment, and other assets that include future minimum payments with initial
terms of one year or more. Total future operating and finance lease payments at
December 31, 2022 are $151.5 and $68.0, respectively. Within the next twelve
months, operating and finance lease payments are expected to be $19.7 and $2.5,
respectively.

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