the use of forward-looking words or phrases such as - - PowerPoint PPT Presentation

This presentation 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, statements regarding the planned separation of the Household Products and Personal Care businesses, the timing of any such separation, the future earnings and performance of Energizer Holdings or any of its businesses, including the Household Products and Personal Care businesses on a standalone basis if the separation is completed. These statements generally can be identified by the use of forward-looking words or phrases such as "believe," "expect," "expectation," "anticipate," "may," "could," "intend," "belief," "estimate," "plan," "target," "predict," "likely," "will," "should," "forecast," "outlook," or other similar words or phrases. These statements are not guarantees of performance and are inherently subject to known and unknown risks, uncertainties and assumptions that are difficult to predict and could cause our actual results to differ materially from those indicated by those statements. We cannot assure you that any of our expectations, estimates or projections will be achieved. The forward-looking statements included in this document are only made as of the date of this document and we disclaim any obligation to publicly update any forward-looking statement to reflect subsequent events or circumstances. Numerous factors could cause our actual results and events to differ materially from those expressed or implied by forward-looking statements, including, without limitation:

• - Whether the separation of the Household Products and Personal Care businesses is completed, as expected or at all, and the timing of any such separation;
• - Whether the conditions to the separation can be satisfied;
• - Whether the operational, marketing and strategic benefits of the separation can be achieved;
• - Whether the costs and expenses of the separation can be controlled within expectations;
• - General market and economic conditions;
• - Market trends in the categories in which we operate;
• - The success of new products and the ability to continually develop and market new products;
• - Our ability to attract, retain and improve distribution with key customers;
• - Our ability to continue planned advertising and other promotional spending;
• - Our ability to timely execute strategic initiatives, including restructurings, in a manner that will positively impact our financial condition and results of operations and

does not disrupt our business operations;

• - The impact of strategic initiatives, including restructurings, on our relationships with employees, customers and vendors;
• - Our ability to maintain and improve market share in the categories in which we operate despite heightened competitive pressure;
• - Our ability to improve operations and realize cost savings;
• - The impact of raw material and other commodity costs;
• - The impact of foreign currency exchange rates and currency controls, particularly in Venezuela and Argentina, as well as offsetting hedges;
• - Goodwill impairment charges resulting from declines in profitability or estimated cash flows related to intangible assets or market valuations for similar assets;
• - Our ability to acquire and integrate businesses, and to realize the projected results of acquisitions;
• - The impact of advertising and product liability claims and other litigation;
• - Compliance with debt covenants as well as the impact of interest and principal repayment of our existing and any future debt; or
• - The impact of legislative or regulatory determinations or changes by federal, state and local, and foreign authorities, including taxing authorities.

In addition, other risks and uncertainties not presently known to us or that we consider immaterial could affect the accuracy of any such forward-looking statements. The list of factors above is illustrative, but by no means exhaustive. All forward-looking statements should be evaluated with the understanding of their inherent uncertainty. Additional risks and uncertainties include those detailed from time to time in Energizer's publicly filed documents, including its annual report on Form 10-K for the year ended September 30, 2013 and its quarterly report on Form 10-Q for the quarter ended March 31, 2014.

Trademarks and Brands We use “Energizer” and the Energizer logo as our trademarks. Product names and company programs appearing in this presentation are trademarks of Energizer Holdings, Inc. or its subsidiaries. This presentation also may refer to brand names, trademarks, service marks and trade names of other companies and organizations, and these brand names, trademarks, service marks and trade names are the property of their respective owners. Regulation G – Non-GAAP Financial Measures While the Company reports financial results in accordance with accounting principles generally accepted in the U.S. (“GAAP”), this presentation includes non-GAAP measures. These non-GAAP measures are not in accordance with, nor are they a substitute for, GAAP measures. The Company believes these non-GAAP measures provide a more meaningful comparison to the corresponding reported period and assist investors 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. A full reconciliation of GAAP to adjusted EPS is provided at the end of the presentation.

• Financial update
• Segment overview

–Household Products –Personal Care

• Separation status

• YTD results
• 2014 Outlook
• Restructuring Project
• Working Capital Initiative

• Adjusted EPS of $5.45* – in-line with internal

expectations

• Restructuring savings ahead of plan
• Working capital reductions continue
• Feminine Care acquisition accretion of $0.36

* Excludes acquisitions, restructuring charges and currency impacts

• 2013 Enterprise-wide Restructuring

–Estimated $300 million in savings

• Increased from original estimate of $200

million

• Realized $223 million project-to-date
• Estimating $135 to $150 million in FY 14
• Ongoing savings fully realized in FY 15

–Estimated $350 million in costs

• Targeted 400 basis point reduction = $200 million

in savings versus FY 11 baseline by 2014

• Achieved 750 basis point reduction thru 6/30/14
• Total cash flow generated exceeds $300 million

Working Capital as a % of Sales

(average trailing four quarters)

15.4% 18.1% 21.4% 22.9% 0.0% 5.0% 10.0% 15.0% 20.0% 25.0% LTM 6/30/14 2013 2012 2011

Assumes:

• Organic Sales expected to decline low- to mid-single digits:
• EPC – low-single digit decline
• EHP – mid- to high-single digit decline
• Adjusted EPS accretion of $0.35 to $0.40 from the acquisition of

Carefree, Stayfree and o.b.

• A&P as a % of sales in the range of 10.5% to 11.0%, versus 9.8% in prior

year

• $45 to $50 million unfavorable currency impact
• $135 to $150 million incremental gross savings from 2013 Restructuring

Project

• Tax Rate – 29% to 30%

Financial Outlook of $7.00 to $7.25 Adjusted Earnings per Diluted Share (GAAP EPS Outlook of $5.40 to $5.80)

Household Products Personal Care

• Large, installed base of devices in consumer

households

• Important category for retailers
• Premium brands have over 70%* of total U.S.

market

• Opportunity for growth in developing markets
• Innovation across full portfolio

Source: U.S. Nielsen 52 week ending 8/16/14

Source: 2013 TNS US Device Study *2Battery Consumption represents Total # Batteries Required per device divided by Total # Batteries Required by all devices Base: All household battery-powered devices

Top 5 Devices (% of battery consumption)

Remote Controls 7.3% Game Controllers 5.1% Digital Cameras 4.1% Flashlights 3.9% Wireless Mouse 2.9%

Source: Nielsen xAOC Strategic Planner 52 weeks ending 8/2/14.

$2.5B $2.6B $2.7B $2.8B Tooth Cleaners Dishwashing Detergent Deodorant Batteries

US Sales Dollars

52 weeks

High Household Penetration Basket Builder Profitable Large Scale

Deodorant Dishwashing Detergent Tooth Cleaners Batteries Food/Drug & Mass X X X X Club X X X X Dollar X X X X Home Center X X Convenience Stores X X X X Office X Sporting Goods X Hobby/Craft X Online X X X X

Source: US Nielsen HOUSEHOLD BATTERIES 52 week ending 8-16-14 Premium Brands = Energizer and Duracell

71% 29% 0% 20% 40% 60% 80% 2009 2010 2011 2012 2013 2014

U.S. Household Battery Segment Share Trends - Dollars

Premium Brands Price Brands

Energizer 29% Eveready 15%

Duracell 26% Rayovac/Varta Private Label Gold Peak Panasonic All Other

Global Battery Value Share Developing Markets

$790 Million $5.1 Billion

Developing Markets Developed Markets

Global Battery Value

Source: Nielsen Global Track 52 weeks ending June 2014

Leading the category in the hands free segment Unique Eveready single package for traditional trade Last 9X longer than Energizer Max in digital cameras

NEW! Energizer Max with PowerSeal Plus Protects devices from leakage & holds power for 10 years

Energizer Light Fusion Technology Vibrant, uniform area light for a variety of tasks

0.0 0.5 1.0 1.5 2.0 2.5 3.0 3.5 4.0 Latest 4 wks Latest 13 wks Latest 52 wks US $ Share Change (less exclusive retailers*)

Energizer Eveready

Source: US Nielsen *exclusive retailers include Sams, BJs, Safeway, CVS, Rite-Aid and Family Dollar 52 weeks ending 6-28-14

• Large category that continues to show growth

– Our top seven (developed) markets* have shown a category compounded annual growth rate of 1.7% over the past five years – U.S. category declines are starting to abate

• SWS has competed well

– Organic net sales compounded annual global growth rate of 3.5% since 2008; including acquisitions, 9.3% – LTM share of 14.3% (top 7 markets); up 1.3 pts since 2008

*Source: Euromonitor – Total Market Value Data 2013. Top seven markets: United States, France, Great Britain, Germany, Japan, Australia and Canada SWS Organic Net Sales from 2008-2013. Excludes Edge, Skintimate, Private Brands and F/X

U.S. Category Men’s Systems 52 week

• 3.3%
• 7.6%

13 week

• 2.2%
• 5.0%

4 week

• 1.6%
• 1.7%

• Hydro leads our success. The total franchise has grown to more than

$250MM annual sales – We have achieved record high shares on our Hydro Men’s System in each of our seven top markets* – Hydro Silk has continued to grow, achieving its highest share of 6.9%** – Hydro Disposable extended the franchise into the premium disposable segment

*Source: ACNielsen. Top 7 markets: US, Canada, France, Great Britain, Germany, Japan, Australia. Data through May 2014 ** Source: AC Nielsen Global Track, MAT ending June 2014 for U.S., Canada, ,Belgium, Netherlands, France, Great Britain, Australia, Japan, Korea, and New Zealand.

• Large category that continues to show growth

– Global category size* - $10.3B – Five year Global CAGR +5.9%

• EPC five year organic net sales in focus markets** CAGR

+3.6% – Driven by international +14.5% – EPC share gains throughout US, Europe and portions of LatAm driven by new products and strong promotional activities

** Focus markets: U.S., Canada, UK, France, Italy, Spain, Brazil, Mexico, Chile, Australia; 2008 to 2013 *Source: Euromonitor – Total Market Value Data 2013.

SunCare Worldwide Net Sales

220 205 214 233 228 216 221 61 69 88 100 109 118 118 50 100 150 200 250 300 350 400 FY08 FY09 FY10 FY11 FY12 FY13 FY14 QF3 $MM ROW US 281 274 302 333 337 334 339 International sales have almost doubled since 2008 – now one-third of total net sales Strongest growth in Asia and Europe

• EPC share gains throughout US, Europe and portions of LatAm driven by

new products and strong promotional activities

Value Sales (US$ mm) % Chg Total Suncare: Brand Share: USA CAN UK FR IT SP

NORTH AMERICA EUROPE

EPC

Share pt. chg

25.3 16.0 5.2 2.3 6.0 4.5

$1,182 $137 $366 $173 $119 $153 +1 +13 +11

• 8
• 3

+0.2

• 0.7

+0.2 +0.4 +1.9 +1.1

US Nielsen 52 wk. ending Aug 9 2014 Canada 52 wk. ending July 2014 UK/FR Nielsen 52 wk ending June 2014 I/S Nielsen 52 wk ending July 2014

We had 2 of the top five new products in the US

In In Top

• p 5

5 In In Top

• p 5

5

Source: TABS CYTD through 6/26/14.

• North America strategic business established with

acquisition – Full product range – Integration successfully completed in 9 months – Accretion above expectation

• Opportunities

– Continue growth of Playtex Sport, 11.5% share in Q3, up 50 basis points – Leverage full line in customer discussions & consumer communications – Increase investment in innovation & brand equity – Consolidate production from two facilities to one

• Establish two thriving companies with clear investment

thesis and visibility to attract long-term investor base suited to each business

• Intensify focus on distinct commercial priorities of

Household Products and Personal Care to maximize strategic flexibility and value to shareholders

• Allow each business to pursue distinct capital structures

and capital allocation strategies Strategic Rationale

• Enter Day 1 with customer-focused, business-specific go-

to-market strategies, geared to build market share and accelerate growth

• Optimize organization, capabilities and cost structure to

support the strategy, generating free cash flow for investments and increased shareholder returns

• Maintain continuity though transition service agreements on

Day 1 but minimize the number, intricacy and duration of TSAs Objectives

Strategic Priorities:

• Build market share through investment in distribution and

effective category fundamentals

• Drive consumer-led innovation
• Optimize global cost structure
• Continue to generate free cash flow

Strategic Priorities:

• Accelerate growth in three strategic categories
• Execute focused global market strategies
• Generate substantial free cash flow to enable

investments and capital return

• Continue disciplined approach to personal care

acquisitions

Revenue: $1.8B Revenue: $2.6B Household Products Company – Spin Co Personal Care Company – Remain Co

North America Latin America

Commercial Legal / Reg.

Legal / Reg. Affiliate/GTM Strategy

Infrastructure

Procurement Real Estate IT TSA

People

• Op. Model /
• Org. Design

Communications / Change Management

Finance

Spin Execution

Transaction

Chairman, EHI CEO, EHI CFO General Counsel HR VP Supply Chain SEC Reporting Capital Structure Tax Structure Investor Relations / Roadshow Benefits Rewards HR EMEA Asia CEO, Personal Care CEO, Household

Executive Steering Committee Workstreams

Financial Planning & Analysis Controllership Internal Audit Investor Relations Tax Treasury

Enhance Business Model for Successor Companies Ensure Flawless Day 1

B) Examine international go-to-market strategy and how key markets can be best served A) Develop new operating models and the right cost structure D) Plan and execute an issue-free transaction C) Establish separate

• rganizations supported

by the right infrastructure and capabilities

• Finalize operating model, organization and governance for both

businesses

• Implement new organizational changes across all geographies and

functional areas

• Fill numerous leadership positions
• Align over 12,000 colleagues in 50+ affiliates
• Coordinate IT separation projects
• Adjust warehouses to new global product flow while maintaining service
• Review, amend and execute procurement and real estate contracts
• Establish financial reporting and controllership capabilities

Organization Infrastructure

• Established governance model, program structure,

and separation guiding principles

• Defined Personal Care and Household Products

business models and Day 1 vision

• Kicked-off focused separation and business continuity

planning for key shared services functions

• Announced Personal Care and Household Products

Management Teams and began organization design for the two companies

• Targeted July 1, 2015 separation date

• Initial filing of Form 10
• Strategies for each business
• Pro-forma financials, including Day 1 run-rate

cost structures

• Review separation progress, including

updated timeline and key milestones

• Update on organization design, including

selection of key roles

• Reiterated earnings guidance for Fiscal 2014
• Cost savings and working capital initiatives

are tracking above original plan

• Successful integration of Feminine Care

acquisition

• Separation process on schedule for

completion no later than July 1

For the Nine Months Ended June 30, Diluted EPS 2014 Diluted EPS - GAAP $4.33 Restructuring 0.89 Other realignment and spin-off costs .08 Acquisition costs and inventory valuation 0.15 Diluted Net Earnings/EPS - adjusted (Non-GAAP) $5.45

While the Company reports financial results in accordance with accounting principles generally accepted in the U.S. (“GAAP”), this presentation includes non-GAAP measures. These non-GAAP measures are not in accordance with, nor are they a substitute for, GAAP measures. The Company believes these non-GAAP measures provide a more meaningful comparison to the corresponding reported period and assist investors 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