Helen of Troy : Announces Agreement to Acquire Osprey Packs, Inc

Acquisition of Osprey Packs, Inc.

Investor Overview - November 2021

Forward Looking Statements and Reconciliation of Non-GAAP Financial Measures

Forward Looking Statements:

Certain written and oral statements made by the Company and subsidiaries of the Company may constitute "forward-looking statements" as defined under the Private Securities Litigation Reform Act of 1995. Forward-looking statements and information relate to future events and future performance and reflect the Company's expectations regarding the impact of this transaction on Helen of Troy's and Osprey's financial and operating results and business, the operation and management of Osprey after the acquisition, and the timing of the closing of the acquisition. This includes statements made in this presentation. Generally, the words "anticipates", "believes", "expects", "plans", "may", "will", "would", "should", "seeks", "estimates", "project", "predict", "potential", "currently", "continue", "intends", "outlook", and other similar words identify forward-looking statements. All statements that address operating results, events or developments that the Company expects or anticipates will occur in the future, including statements related to sales, earnings per share results, and statements expressing general expectations about future operating results, are forward-looking statements and are based upon its current expectations and various assumptions. The Company believes there is a reasonable basis for these expectations and assumptions, but there can be no assurance that the Company will realize these expectations or that these assumptions will prove correct. Forward-looking statements are subject to risks that could cause them to differ materially from actual results. Accordingly, the Company cautions readers not to place undue reliance on forward-looking statements. The forward-looking statements contained in this presentation should be read in conjunction with, and are subject to and qualified by, the risks described in the Company's Form 10-K for the fiscal year ended February 28, 2021, and in the Company's other filings with the SEC. Investors are urged to refer to the risk factors referred to above for a description of these risks. Such risks include, among others, the Company's ability to successfully manage the demand, supply, and operational challenges associated with the actual or perceived effects of COVID-19 and any similar future public health crisis, pandemic or epidemic, the Company's ability to deliver products to its customers in a timely manner and according to their fulfillment standards, actions taken by large customers that may adversely affect the Company's gross profit and operating results, the Company's dependence on the strength of retail economies and vulnerabilities to any prolonged economic downturn, including from the effects of COVID-19, the Company's dependence on sales to several large customers and the risks associated with any loss of, or substantial decline in, sales to top customers, expectations regarding recent acquisitions and any future acquisitions or divestitures, including the Company's ability to realize related synergies along with its ability to effectively integrate acquired businesses or disaggregate divested businesses, the Company's reliance on its Chief Executive Officer and a limited number of other key senior officers to operate its business, obsolescence or interruptions in the operation of the Company's central global Enterprise Resource Planning systems and other peripheral information systems, occurrence of cyber incidents or failure by the Company or its third-party service providers to maintain cybersecurity and the integrity of confidential internal or customer data, the Company's dependence on third-party manufacturers, most of which are located in the Asia Pacific market, and any inability to obtain products from such manufacturers, risks associated with weather conditions, the duration and severity of the cold and flu season and other related factors, the geographic concentration and peak season capacity of certain U.S. distribution facilities which increase its risk to disruptions that could affect the Company's ability to deliver products in a timely manner, risks associated with the use of licensed trademarks from or to third parties, the Company's ability to develop and introduce a continuing stream of innovative new products to meet changing consumer preferences, the risks associated with trade barriers, exchange controls, expropriations, and other risks associated with domestic and foreign operations, the risks associated with

significant changes in or the Company's compliance with regulations, interpretations or product certification requirements, the risks associated with the Company's discussions with the EPA on the implementation of compliance plans related to certain of its products within the Health & Home segment, the risks associated with global legal developments regarding privacy and data security that could result in changes to its business practices, penalties, increased cost of operations, or otherwise harm the business, the risks associated with accounting for tax positions and the resolution of tax disputes, the risks of potential changes in laws and regulations, including environmental, health and safety and tax laws, and the costs and complexities of compliance with such laws, the Company's ability to continue to avoid classification as a Controlled Foreign Corporation, the risks associated with legislation enacted in Bermuda and Barbados in response to the European Union's review of harmful tax competition, the risks of significant tariffs or other restrictions being placed on imports from China or Mexico or any retaliatory trade measures taken by China or Mexico, the risks associated with product recalls, product liability and other claims against the Company, and associated financial risks including but not limited to, significant impairment of the Company's goodwill, indefinite-lived and definite- lived intangible assets or other long-lived assets, risks associated with foreign currency exchange rate fluctuations, increased costs of raw materials, energy and transportation, projections of product demand, sales and net income, which are highly subjective in nature, and from which future sales and net income could vary in a material amount, the risks to the Company's liquidity or cost of capital which may be materially adversely affected by constraints or changes in the capital and credit markets and limitations under its financing arrangements. The Company undertakes no obligation to publicly update or revise any forward-looking statements as a result of new information, future events or otherwise.

Reconciliation of Non-GAAP Financial Measures:

This presentation includes non-GAAP financial measures. Adjusted diluted EPS, adjusted EBITDA, adjusted EBITDA margin, and EV/TTM adjusted EBITDA that are discussed in this presentation may be considered non-GAAP financial information as contemplated by SEC Regulation G, Rule 100. The Company believes that these non-GAAP measures provide useful information to management and investors regarding financial and business trends relating to its financial condition and results of operations. The Company believes that these non-GAAP financial measures, in combination with the Company's financial results calculated in accordance with GAAP, provide investors with additional perspective regarding the impact of certain charges and benefits on applicable income, margin and earnings per share measures. The Company also believes that these non-GAAP measures facilitate a more direct comparison of the Company's performance with its competitors. The Company further believes that including the excluded charges and benefits would not accurately reflect the underlying performance of the Company's operations for the period in which the charges and benefits are incurred, even though such charges and benefits may be incurred and reflected in the Company's GAAP financial results in the near future. The material limitation associated with the use of the non-GAAP measures is that the non-GAAP measures do not reflect the full economic impact of the Company's activities. These non-GAAP measures are not prepared in accordance with GAAP, are not an alternative to GAAP financial information, and may be calculated differently than non-GAAP financial information disclosed by other companies. Accordingly, undue reliance should not be placed on non-GAAP information.

Osprey Packs, Inc. Transaction Highlights

Overview

Financial Accretion		Funding

• Expected cash consideration of $414 million, which includes the impact of an estimated $6 million favorable customary closing net working capital adjustment
• Adds iconic ninth Leadership Brand
• Complements outdoor platform to enhance future growth
• Asset light/100% outsourced manufacturing
• Leverages existing HELE shared service functions
• Accelerates international strategy
• Enhances DTC growth to further leverage investment
• Expands sourcing capabilities
• Aligns with ESG philosophy
• Expected to close on or before December 31, 2021

• Implied multiple of less than 13.5x estimated calendar year 2022 adjusted EBITDA; compares favorably to HELE current EV/TTM adjusted EBITDA multiple of approximately 17.5x
• Expected to be accretive to consolidated sales growth rate, gross profit margin, adjusted EBITDA margin, adjusted diluted EPS, adjusted diluted EPS growth rate, and cash flow from operations including anticipated;

1. Supply chain headwinds in calendar year 2022; and

• 1. Investments in marketing and system upgrades and integration in calendar years 2022 and 2023
• Expected to be accretive to Housewares segment sales and operating income growth rate; slightly dilutive to segment operating margin
• Osprey CY21 expected net sales of $155-$160 million

• Financed with cash on hand and existing revolving credit facility
• Expect to end fiscal 2022 with a post- acquisition pro forma debt/adjusted EBITDA ratio approximately one-half to one full turn higher than our ratio as of August 31, 2021
• We believe we are still in a position to opportunistically deploy capital to generate shareholder return

• Adjusted EBITDA margin is defined as adjusted EBITDA divided by net sales revenue.
• Adjusted EBITDA is defined as earnings before interest, taxes, depreciation, amortization, asset impairment charges, EPA compliance costs, restructuring charges, acquisition-related expenses, and non-cashshare-based compensation.
• Enterprise Value (EV) is defined as market capitalization, plus total debt, less cash and cash equivalents. Trailing twelve month (TTM) adjusted EBITDA is for the twelve-month period ended August 31, 2021, our most recently reported quarter.
• Adjusted diluted EPS is defined as net income as reported under GAAP excluding the following items net of their applicable tax effects: excluding EPA compliance costs, restructuring charges, tax reform, asset impairment charges, acquisition-related expenses, amortization of intangible assets, and non-cashshare-based compensation, as applicable, divided by the weighted average shares of common stock outstanding plus the effect of dilutive securities.
• Post-acquisitionpro forma debt/adjusted EBITDA ratio is defined as the estimated debt at the end of fiscal 2022 after giving effect to the acquisition, divided by Helen of Troy's estimated fiscal 2022 pre-acquisition adjusted EBITDA plus the calendar year
  2021 expected pro forma adjusted EBITDA of the acquisition, as allowed by Helen of Troy's applicable debt covenants.

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Osprey Adds to Helen of Troy Value Creation Flywheel

Accretive and Low Risk Capital Deployment

Leadership Brand Innovation and Investment

Low Capex

Organic Revenue Growth

Working Capital Improvement

Margin Expansion

Debt and Tax Efficiency

High Quality Global Shared Services

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Helen of Troy Adds 9th Leadership Brand to Portfolio

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