Item 3. Quantitative and Qualitative Disclosures About Market Risk

Market Risk Sensitive Instruments and Positions

The market risk inherent in the Company's financial instruments’ positions represents the potential loss arising from adverse changes in currency rates, commodity prices and interest rates. The following risk management discussion and the estimated amounts generated from the sensitivity analysis are forward-looking statements of market risk assuming certain adverse market conditions occur. The Company's derivatives are used only for identifiable exposures, and we have not entered into hedges for trading purposes where the sole objective is to generate profits.

Derivatives Designated as Cash Flow Hedging Relationships

A significant share of Energizer's product cost is more closely tied to the U.S. dollar than to the local currencies in which the product is sold. As such, a weakening of currencies relative to the U.S. dollar results in margin declines unless mitigated through pricing actions, which are not always available due to the economic or competitive environment. Conversely, strengthening of currencies relative to the U.S. dollar can improve reported results. The primary currencies to which Energizer is exposed include the Euro, the British pound, the Canadian dollar and the Australian dollar. However, the Company also has significant exposures in many other currencies which, in the aggregate, may have a material impact on the Company's operations.

The Company has entered into a series of forward currency contracts to hedge the cash flow uncertainty of forecasted inventory purchases due to short term currency fluctuations. Energizer’s foreign affiliates, which have the largest exposure to U.S. dollar purchases, have the Euro, the British pound, the Canadian dollar and the Australian dollar as their local currencies. These foreign currencies represent a significant portion of Energizer's foreign currency exposure. At December 31, ~~2017~~2018 and September 30, ~~2017,~~2018, Energizer had an unrealized pre-tax ~~loss~~gain of ~~$4.2~~$4.7 and ~~$5.8,~~$4.3, respectively, on these forward currency contracts accounted for as cash flow hedges, included in Accumulated other comprehensive loss on the Unaudited Condensed Consolidated Balance Sheets. Assuming foreign exchange rates versus the U.S. dollar remain at December 31, ~~2017~~2018 levels over the next twelve months, ~~$4.1~~$4.7 of the pre-tax ~~loss~~gain included in Accumulated other comprehensive loss at December 31, ~~2017,~~2018, is expected to be ~~included~~recognized in earnings. Contract maturities for these hedges extend into fiscal year ~~2019.~~2020.

Derivatives Not Designated as Cash Flow Hedging Relationships

Energizer's foreign subsidiaries enter into internal and external transactions that create nonfunctional currency balance sheet positions at the foreign subsidiary level. These exposures are generally the result of intercompany purchases, intercompany loans and to a lesser extent, external purchases, and are revalued in the foreign subsidiary’s local currency at the end of each period. Changes in the value of the non-functional currency balance sheet positions in relation to the foreign subsidiary’s local currency results in an exchange gain or loss recorded in Other items, net on the Consolidated Statements of Earnings and Comprehensive Income. The primary currency to which Energizer’s foreign subsidiaries are exposed is the U.S. dollar.

The Company enters into foreign currency derivative contracts which are not designated as cash flow hedges for accounting purposes to hedge balance sheet exposures. Any gains or losses on these contracts are expected to be offset by exchange gains or losses on the underlying exposures, thus they are not subject to significant market risk. The change in estimated fair value of the foreign currency contracts for the quarter ended December 31, ~~2017~~2018 resulted in ~~income~~a gain of ~~$0.3~~$1.0 and ~~expense of $1.9~~$0.3 for the quarter ended December 31, ~~2016~~2017 and was recorded in Other items, net on the unaudited Consolidated Statements of Earnings and Comprehensive Income (Condensed).

Commodity Price Exposure

The Company uses raw materials that are subject to price volatility. The Company has used, and may in the future use, hedging instruments to reduce exposure to variability in cash flows associated with future purchases of certain raw materials and commodities. At December 31, ~~2017,~~2018, there were no open derivative or hedging instruments for future purchases of raw materials or commodities.

Interest Rate Exposure

The Company has interest rate risk with respect to interest expense on variable rate debt. At December 31, ~~2017,~~2018, Energizer had variable rate debt outstanding with an original principal balance of ~~$400.0~~$1,600.0 under the Term ~~Loan.~~Loan and 2018 Term Loans. In March 2017, the Company ~~also~~ entered into an interest rate swap agreement with one major financial institution that fixed the variable benchmark component (LIBOR) on $200.0 of Energizer's variable rate debt through June 2022 at an interest rate of 2.03%. In February 2018, the Company entered into a forward starting interest rate swap with an effective date of October 1, 2018, with one major financial institution that fixed the variable benchmark component (LIBOR) on additional variable rate debt of $400.0 at an interest rate of 2.47%. Beginning April 1, 2019, the notional amount decreases $50.0 each quarter until its termination date of December 31, 2020.

For the quarter ended December 31, ~~2017,~~2018, our weighted average interest rate on variable rate debt, inclusive of the interest rate swap, was ~~3.42%~~4.74%.

Argentina Currency Exposure and Hyperinflation

Effective July 1, 2018, the financial statements for our Argentina subsidiary were consolidated under the rules

governing the translation of financial information in a highly inflationary economy. Under U.S. GAAP, an economy is

considered highly inflationary if the cumulative inflation rate for a three year period meets or exceeds 100 percent. The Argentina economy exceeded the three year cumulative inflation rate of 100 percent as of June 2018. If a subsidiary is considered to be in a highly inflationary economy, the financial statements of the subsidiary must be remeasured into the Company’s reporting currency (U.S. dollar) and future exchange gains and losses from the remeasurement of monetary assets and liabilities are reflected in current earnings, rather than exclusively in the equity section of the balance sheet, until such time as the economy is no longer considered highly inflationary. It is difficult to determine what continuing impact the use of highly inflationary accounting for Argentina may have on our consolidated financial statements as such impact is dependent upon movements in the applicable exchange rates between the local currency and the U.S. dollar and the amount of monetary assets and liabilities included in our affiliates' balance sheet.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

We maintain a comprehensive set of disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934) designed to ensure that information required to be disclosed in our filings under the Exchange Act is recorded, processed, summarized and reported accurately and within the time periods specified in the SEC's rules and forms, and that such information is accumulated and communicated to Energizer's management, including its Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosures. Based on that evaluation performed, the Chief Executive Officer and Chief Financial Officer concluded that the disclosure controls and procedures were effective as of December 31, ~~2017,~~2018, to provide reasonable assurance of the achievement of these objectives. Notwithstanding the foregoing, there can be no assurance that the Company's disclosure controls and procedures will detect or uncover all failures of persons within the Company and its consolidated subsidiaries to report material information otherwise required to be set forth in the Company's reports.

They have also determined in their evaluation that there was no change in the Company's internal control over financial reporting during the quarter ended December 31, ~~2017~~2018 that has materially affected or is reasonably likely to materially affect the Company's internal control over financial reporting.

PART II -- OTHER INFORMATION

Item 1. Legal Proceedings

The Company and its affiliates are subject to a number of legal proceedings in various jurisdictions arising out of its operations. Many of these legal matters are in preliminary stages and involve complex issues of law and fact, and may proceed for protracted periods of time. The amount of liability, if any, from these proceedings cannot be determined with certainty. We are a party to legal proceedings and claims that arise during the ordinary course of business. We review our legal proceedings and claims, regulatory reviews and inspections and other legal proceedings on an ongoing basis and follow appropriate accounting guidance when making accrual and disclosure decisions. We establish accruals for those contingencies where the incurrence of a loss is probable and can be reasonably estimated, and we disclose the amount accrued and the amount of a reasonably possible loss in excess of the amount accrued, if such disclosure is necessary for our financial statements to not be misleading. We do not record liabilities when the likelihood that the liability has been incurred is probable, but the amount cannot be reasonably estimated. Based upon present information, the Company believes that its liability, if any, arising from such pending legal proceedings, asserted legal claims and known potential legal claims which are likely to be asserted, is not reasonably likely to be material to the Company's financial position, results of operations, or cash flows, when taking into account established accruals for estimated liabilities.

Item 1A. Risk Factors

Our Annual Report on Form 10-K for the year ended September 30, ~~2017,~~2018, which was filed with the Securities and Exchange Commission on November ~~14, 2017,~~16, 2018, contains a detailed discussion of risk factors that could materially adversely affect our business, our operating results or our financial condition. The Acquired Battery Business and the Acquired Auto Care Business are subject to the same risks as our other business and the additional risk factors below. There have been no material changes to the risk factors included in our Annual Report on Form 10-K for the year ended September 30, ~~2017,~~2018, except for the addition of the following:

Risks Related to the ~~Acquisition~~Acquired Battery Business and the Acquired Auto Care Business (collectively, the “Acquired Businesses”)

The operations and profitability of the ~~Global Battery, Lighting,~~Acquired Auto Care Business is highly dependent on the efficient

operation of its Dayton, Ohio facility.

In 2017, the Acquired Auto Care Business opened a new manufacturing and ~~Portable Power Business~~distribution facility in Dayton, Ohio. Due to deficiencies in planning and execution, including flawed planning assumptions and insufficient devotion of resources, the transition to the Dayton facility led to business disruptions, including shipment disruptions, and working capital management issues that are continuing which have led to an adverse impact on the Acquired Auto Care Business’ recent results. Despite Spectrum's significant expenditures to improve the operations at the Dayton facility, we expect to invest approximately an additional $25 million in such facility to remedy the issues. Spectrum ~~Brands Holdings, Inc. (the “Acquisition”)~~has been unable to and it is unlikely that we will be able to pass all of such costs through to the Acquired Auto Care Business’ customers, and therefore, such expenditures may have an adverse impact on our results. There is no guarantee that such investments will result in future benefits, that such amounts will be sufficient to remedy the issues or that the Dayton facility will achieve its projected normal state operating model on the expected timeline, or at all. Any failure to achieve such projected normal state operating model and improve operating efficiencies, increase service level performance and drive cost improvement will continue to negatively affect operations and profitability of the Acquired Auto Care Business.

The ~~pending Acquisition is~~Acquired Businesses are subject to ~~the satisfaction~~seasonal volatility.

Sales of certain of the Acquired Businesses’ products tend to be seasonal. With respect to the Acquired Auto Care Business in particular, historically, sales typically have peaked during the first six months of the calendar year due to customer seasonal purchasing patterns and the timing of promotional activities. The Acquired Battery Business has similar seasonality and fluctuations in demand as our existing batteries business. As a result of this seasonality, the inventory and working capital needs fluctuate significantly throughout the year. Orders from retailers are often made late in the period preceding the applicable peak season, making forecasting of production schedules and inventory purchases difficult. Further, purchases of our Acquired Auto Care Business products, especially our auto appearance and A/C recharge products, can be significantly impacted by unfavorable weather conditions ~~including obtaining required regulatory approvals,~~during the summer period, and ~~may not be consummated, and if not consummated under certain circumstances,~~as a result we may ~~be subject~~suffer decreases in net sales if conditions are not favorable for use of our products. If we are unable to ~~monetary~~accurately forecast and prepare for customer orders, or ~~other damages under~~there is a general downturn in

business or economic conditions during these periods, the ~~acquisition agreement.~~

~~On January 16, 2018, we announced that we had entered into a definitive acquisition agreement to acquire the global battery, lighting,~~financial condition and ~~portable power business (the “Business”)~~results of ~~Spectrum Brands Holdings, Inc. (“Spectrum”). The consummation~~operations of the ~~Acquisition is subject to certain customary conditions, including, among other things, (i)~~Acquired Businesses could be materially and adversely affected.

A change in governmental regulations regarding the ~~absence~~use of refrigerant gas R-134a or its potential future

substitutes could have a material adverse effect on the Business, (ii) the expiration or termination of required waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (the “HSR Act”), (iii) the receipt of certain other antitrust approvals in certain specified foreign jurisdictions (the conditions contained in (ii) and (iii) together, the “Antitrust Conditions”), (iv) the accuracyability of the ~~representations and warranties~~Acquired Auto Care Business to sell its aftermarket A/C products.

The refrigerant R-134a is critical component of the ~~parties (generally~~Acquired Auto Care Business’ aftermarket A/C products. Older generation refrigerants such as R-12 (Freon) have been regulated for some time in the United States and elsewhere, due to concerns about their potential to contribute to ozone depletion. In recent years, refrigerants such as R-134a, which is an approved substitute for R-12, have also become the subject of regulatory focus due to their potential to contribute to global warming.

The European Union has passed regulations that essentially phased out of R-134a in automotive cooling systems in new vehicles by 2017. Canada has also implemented similar regulations, phasing into effect beginning in 2021. In the United States, while such regulations are not currently in effect, the applicable regulations could be implemented and if so, depending on the scope and timing of the regulations, could have a ~~customary~~materially adverse impact on our business.

In addition, regulations may be enacted governing the packaging, use and disposal of the Acquired Auto Care Business’ products containing refrigerants. For example, regulations are currently in effect in California that govern the sale and distribution of products containing R-134a. If the future use of R-134a is phased out or is limited or prohibited in jurisdictions in which we do business, or if substitutes for R-134a become widely used in A/C systems and their use for DIY and retrofit purposes is not approved by the EPA or other regulatory bodies, the future market for Acquired Auto Care Business’ products containing R-134a may be limited, which could have a material adverse ~~effect standard (as described~~impact on its results of operations, financial condition, and cash flows.

In addition, any alternatives to R-134a for use in the ~~acquisition agreement) or other customary materiality qualifications), (v) the absence~~A/C systems of ~~governmental restrictions on the consummation~~new vehicles will likely be at a higher cost than that of ~~the Acquisition in certain jurisdictions,~~R-134a and ~~(vi) material compliance by the parties with their respective covenants and agreements under the acquisition agreement.~~

Many of the closing conditions are not within our control, and there can be no assurance that the closing conditions for the Acquisition will be satisfied in a timely manner, or at all. Any delay could cause us notaccess to realize some or all of the cost savings, synergies and other benefits that we expect to achieve if the Acquisition were to be successfully completed within its expected time frame. If any of these conditions are not satisfied or waived prior to July 15, 2019 (the “Termination Date”), it is possible that the acquisition agreementsupply may be terminated. Further, if the Acquisition has not been consummated by the Termination Date and all conditions precedent to the Company’s obligation to consummate the Acquisition have otherwise been satisfied except for one or more of the Antitrust Conditions, then the Company would be required to pay Spectrum a termination fee of $100 million.

Welimited. If an alternative becomes widely used, we may be unable to obtain sufficient supply or we may obtain supply at a cost that impacts our net sales and gross margins if we are unable to price products to reflect the ~~regulatory clearances required~~increased cost of the alternatives.

We may not be able to successfully complete the ~~Acquisition or, in order to do so, we or Spectrum may be required to comply with material restrictions or satisfy material conditions.~~

~~The Acquisition is subject to review by the U.S. Department of Justice and the Federal Trade Commission under the HSR Act, and other regulatory agencies. The closing~~divestiture of the ~~Acquisition is subject to~~Varta® consumer battery, chargers, portable power and portable lighting business in the ~~condition that~~Europe, the ~~applicable waiting period,~~Middle East and ~~any applicable extensions thereof, under~~Africa region, including manufacturing and distribution facilities in Germany (the "Varta Divestment Business").

On January 2, 2019, we completed the ~~HSR Act have expired or been duly terminated, and that certain other antitrust approvals~~Acquired Battery Business in ~~specified foreign jurisdictions have been received. We cannot provide any assurance that all required antitrust clearances will be obtained. There can be no assurance as to the cost, scope or impact~~a transaction valued at $2,000 million, before contractual adjustments. The approval of the ~~actions that may be required~~European Commission to obtain antitrust approval. In addition, the acquisition agreement provides that we are required to commit to dispositions of assets up to a certain amount in order to obtain regulatory clearance. If we are required to or otherwise decide to take such actions in order to close the Acquisition, it could be detrimental to the combined organization following the consummation of the ~~Acquisition. Furthermore, these actions could have~~Acquired Battery Business was conditioned on the ~~effect of delaying or preventing completion~~divestiture by us of the ~~proposed Acquisition or imposing additional costs on or limiting~~Varta Divestment Business within six months of closing (with the ~~revenues or cash~~possibility of limited extensions in the discretion of the ~~combined organization~~European Commission). In the event that actual proceeds from the sale of the Varta Divestment Business, including specified adjustments, exceed $600 million, we have agreed to pay Spectrum 25% of such excess, reducing the overall proceeds to us from the divestiture. In the event that actual proceeds, including specified adjustments, are less than $600 million, Spectrum has agreed to pay us the lesser of (i) 75% of the shortfall and (ii) $200 million.

Divestitures involve significant risks and uncertainties, including:

inability to find potential buyers on favorable terms, within the timeline required, or that would meet the European Commission’s requirements, including that the buyer be currently participating in or able to operate a business effectively in the consumer products industry;

failure to effectively transfer liabilities, contracts, operations, facilities and employees to buyers;

requirements that we retain or indemnify buyers against certain liabilities and obligations;

the possibility that we will become subject to third-party claims arising out of such divestiture;

challenges in identifying and separating the intellectual property and data to be divested from the intellectual property and data that we wish to retain;

inability to reduce fixed costs previously associated with the divested assets or business;

challenges in collecting the proceeds from any divestiture;

ability to reduce costs to achieve expected synergies for the rest of our business;

disruption of our ongoing business and distraction of management;

difficulties with transition services following the ~~consummation~~divestiture that result in material impacts to our ongoing operations;

loss of key employees who leave the Company as a result of a divestiture; and

if customers or partners of the ~~Acquisition. However, if certain antitrust clearances are~~divested business do not ~~obtained and~~receive the ~~acquisition agreement is terminated under specified circumstances, we could~~same level of service from the new owners, our other businesses may be ~~liable~~adversely affected, to ~~Spectrum for a termination fee of $100 million.~~the extent that these customers or partners also purchase other products offered by us or otherwise conduct business with our retained business.

Even if the parties receive early termination of the statutory waiting period under the HSR Act or the waiting period required expires, the U.S. Department of Justice, the Federal Trade Commission, or other regulatory authorities could take action under the antitrust laws to prevent or rescind the Acquisition, require the divestiture of assets or seek other remedies. Additionally, state attorneys general could seek to block or challenge the Acquisition as they deem necessary or desirable in the public interest at any time, including after completion of the transaction. In addition, in some circumstances, a third party could initiate a private action under antitrust laws challenging or seeking to enjoin the merger, before or after it is completed.

We may not ~~prevail~~be able to complete the divestiture on terms favorable to us. If we are unable to complete the divestiture within the timeframe allotted or find a purchaser that meets the criteria required by the European Commission, the European Commission will assume responsibility for the divestiture, which could result in significantly lower proceeds to us than we would otherwise receive. In addition, the divestiture may result in significant asset impairment charges, including those related to goodwill and ~~may incur significant costs~~other intangible assets, which could have a material adverse effect on our financial condition and results of operations.

The buyer of the Varta Divestment Business will own and/or have the right to use the Varta brand for consumer batteries, portable lights, and chargers, in ~~defending or settling any action~~EMEA. Several factors, including consumer perception, adverse events and publicity about the products marketed under the ~~antitrust laws.~~brand, the buyer’s failure to maintain the quality of products sold under Varta brand, the buyer’s failure to properly prosecute intellectual property rights related to the brand, or supply shortages or other operational issues in countries where we do not operate, could diminish the value of this brand with varying degrees of significance, including in countries where we operate and use it. Additionally, we will enter into an exclusive supply agreement with the purchaser of the Varta Divestment Business under which we will exclusively supply Rayovac-branded hearing aid batteries to the purchaser of the Varta Divestment Business, which the purchaser of the Varta Divestment Business will be entitled to resell solely to non-audiologist mass retailers in EMEA for five years, with a possible two year extension. For a period of at least ten years following the effective date of the supply agreement, we will be required to refrain from selling Rayovac branded hearing aid batteries in the aforementioned channel. The lack of control over the sales and distribution of the Rayovac-branded hearing aid batteries in such channel could result in reduced customer loyalty and awareness which could have an adverse impact on the value of the Rayovac brand and our future revenues.

We cannot assure you that we will be successful in managing these or any other significant risks that we encounter in divesting the Varta Divestment Business, and such divestiture could materially and adversely affect our business, financial condition, results of operations and cash flows.

Further, the divestiture will result in transition services being provided between us and the buyer as well as between us and Spectrum and Spectrum and the buyer, resulting in an increased risk of potential disruption to our business from the failure by a party to provide services in a timely fashion.

Our ~~indebtedness following~~debt to finance the ~~completion~~acquisitions of the ~~Acquisition will be~~Acquired Businesses is significant and could adversely affect our business and our ability to meet our ~~obligations, and if sufficient financing on favorable terms or other sources~~obligations.

At December 31, 2018, our total aggregate outstanding indebtedness was approximately $3.7 billion, including debt held in escrow for the Acquired Battery Business. In January 2019, part of ~~capital are not available,~~the escrowed debt was utilized to repay $647.0 million of indebtedness outstanding at December 31, 2018, however; we ~~may be subject to significant monetary or other damages under~~also incurred new debt of approximately $600.0 million, in connection with the ~~Acquisition Agreement.~~

~~We currently expect to incur indebtedness in excess~~acquisition of ~~$2 billion to finance~~ the ~~Acquisition.~~Acquired Auto Care Business. Interest costs related to ~~this~~our debt ~~or other debt we may incur in connection with the Acquisition~~ will be significant. Our ~~new indebtedness may~~debt agreements contain negative or financial covenants that would limit our operational flexibility. ~~Our increased level~~

This significant amount of ~~indebtedness~~debt and other cash needs could ~~reduce funds~~have important consequences to us, including:

requiring a substantial portion of our cash flow from operations to make payments on this debt, thereby limiting the cash we have available ~~for additional acquisitions or other business purposes, restrict~~to fund future growth opportunities, such as research and development, capital expenditures and acquisitions;

restrictive covenants in our ~~financial~~debt arrangements which could limit our operations and ~~operating flexibility, or create competitive disadvantages compared~~borrowing;

the risk of a future credit ratings downgrade of our debt increasing future debt costs and limiting the future availability of debt financing;

increasing our vulnerability to ~~other companies with lower debt levels. This in turn may reduce~~general adverse economic and industry conditions and limiting our flexibility in ~~responding~~planning for, or reacting to, changes in our ~~businesses~~business and ~~in our industry.~~

~~Additionally, although we have obtained financing commitments with respect~~industry, due to the ~~Acquisition in an amount which we believe would be sufficient~~need to ~~allow~~use our cash to service our outstanding debt;

placing us at a competitive disadvantage relative to ~~complete the transaction, the consummation of the financing pursuant to these commitments is subject to conditions~~our competitors that are not as highly leveraged with debt and that may ~~not~~therefore be ~~satisfied. Our~~more able to invest in their business or use their available cash to pursue other opportunities, including acquisitions; and

limiting our ability to ~~obtain any financing to fund a portion~~borrow additional funds as needed or take advantage of the purchase price is not a condition to closing under the acquisition agreement. However, if we are unable to obtain sufficient financing on favorable terms or experience a significant diminution of our existing cash and cash equivalents or other sources of capital, andbusiness opportunities as a result we do not have sufficient funds to complete the Acquisition, we may be subject to monetary or other damages under the acquisition agreement as a result of our failure to complete the Acquisition.

~~We may be unable to integrate the Business successfully and realize the anticipated benefits of the Acquisition.~~

The pending Acquisition involves the combination of two companies that have operated independently. We will be required to devote significant management attention and resources to integrating business practices, cultures and operations of each business. Potential difficulties we may encounter as part of the integration process include the following:

~~the inability to successfully combine our respective businesses in a manner that permits us to achieve the cost savings, synergies and other anticipated benefits from the Acquisition;~~they arise.

the challenge of integrating complex systems, operating procedures, compliance programs, technology, networks and other assets of the Business in a manner that minimizes any adverse impact on customers, suppliers, employees and other constituencies;

~~difficulties in retaining key management and other key employees;~~

~~the challenge of managing the expanded operations of a significantly larger and more complex company and coordinating geographically separate organizations; and~~

potential unknown liabilities, liabilities that are significantly larger than we currently anticipate, and unforeseen increased expenses or delays associated with the Acquisition, including cash costs to integrate the two businesses that may exceed the cash costs that we currently anticipate.

~~Any one of these factors could result in increased costs, decreases~~In addition, our actual cash requirements in the amount of anticipated benefits and diversion of management’s attention, which could materially impact our business, financial condition and results of operations. In addition, even if we are able to integrate the Business successfully, the anticipated benefits of the pending Acquisitionfuture may be greater than expected. Our cash flow from operations may not be ~~realized fully,~~sufficient to repay all of our outstanding debt as it becomes due, and we may not be able to borrow money, sell assets or otherwise raise funds on acceptable terms, or at all, orto refinance our debt.

Despite our high debt level, we may ~~take longer~~still be able to ~~realize than expected.~~incur significant additional amounts of debt, which could further exacerbate the risks associated with our substantial debt.

~~Failure to complete the Acquisition could impact our stock price~~We and our ~~future business and financial results.~~

~~If the Acquisition is not completed, our ongoing business and financial results~~subsidiaries may be ~~adversely affected~~able to incur substantial additional debt in the future. Although the indentures governing the notes offered hereby, our existing notes and wethe credit agreement contain or will becontain restrictions on the incurrence of additional debt, these restrictions are subject to a number of significant qualifications and exceptions, and, under certain circumstances, the amount of debt that could be incurred in compliance with these restrictions could be substantial. If new debt is added to our and our subsidiaries’ existing debt levels, the related risks that we now face would increase. In addition, none of the indentures governing the notes offered hereby or the existing notes, or the credit agreement will prevent us from incurring obligations that do not constitute debt under those agreements.

We may not be able to generate sufficient cash to service all of our debt, including the ~~following: depending~~notes, and fund our working capital and capital expenditures, and we may be forced to take other actions to satisfy our obligations under our debt, which may not be successful.

The ability of Energizer to make scheduled payments on their respective indebtedness will depend upon our future operating performance and on our ability to generate cash flow in the ~~reasons for~~future, which is subject to general economic, financial, business, competitive, legislative, regulatory and other factors that are beyond our control. We cannot assure you that our business will generate sufficient cash flow from operations, or that future borrowings, including borrowings under our 2018 Revolving Facility, will be available to us in an amount sufficient to enable us and our subsidiaries to pay their debt, including the ~~failure~~notes offered hereby, or to ~~complete~~fund other liquidity needs.

If our cash flows and capital resources are insufficient to fund our and our subsidiaries debt service obligations, we could face substantial liquidity problems and could be forced to reduce or delay investment and capital expenditures or to dispose of material assets or operations, seek additional equity capital or restructure or refinance our debt, including the ~~Acquisition,~~notes. We may not be able to affect any such alternative measures, if necessary, on commercially reasonable terms or at all and, even if successful, such alternative actions may not allow us to meet our scheduled debt service obligations. We anticipate that the indenture governing the notes offered hereby, similar to the credit agreement and existing notes, will restrict our ability to dispose of assets and use the proceeds from any such disposition.

If we or our subsidiaries cannot make scheduled payments on our debt, we and/or our subsidiaries, as the case may be in default and, as a result, the holders of the notes and the holders of the existing notes could declare all outstanding principal and interest to be due and payable, the lenders under the senior credit facilities could declare all outstanding amounts under such facilities due and payable and, with respect to the 2018 Revolving Facility, terminate their commitments to loan money, and, in each case, foreclose against the assets securing the borrowings under the senior credit facilities, and we could be ~~liable to Spectrum for monetary~~forced into bankruptcy or ~~other damages~~liquidation, which could result in ~~connection with~~you losing all or a portion of your investment in the ~~termination~~notes.

If our debt or ~~breach of~~ the acquisition agreement, including a termination fee of $100 million; we have dedicated significant time and resources, financial and otherwise, in planning for the Acquisition and the associated integration, of which we would lose the benefit if the Acquisition is not completed; we are responsible for certain transaction costs relating to the Acquisition, whether or not the Acquisition is completed; while the acquisition agreement is in force, we are subject to certain restrictions on the conductdebt of our ~~business, including our ability~~subsidiaries is accelerated, we may need to ~~make any other significant acquisition which would reasonably be expected to delay, hinder~~refinance all or ~~otherwise obstruct the consummation of the Acquisition, which restrictions may adversely affect our ability to execute certain~~a portion of our ~~business strategies;~~debt, including the notes, before maturity. We cannot assure that we will be able to refinance any of our debt, including borrowings under the senior credit facilities and ~~matters relating~~our existing notes, on commercially reasonable terms or at all. There can be no assurance that we will be able to the Acquisition (including integration planning) may require substantial commitments of time and resources by our management, whether or not the Acquisition is completed, which could otherwise have been devotedobtain sufficient funds to ~~other opportunities that may have been beneficial to us.~~

In addition, if the Acquisition is not completed, we may experience negative reactions from the financial markets and from our customers and employees. We also may be subject to litigation related to any failure to complete the Acquisition or to enforcement proceedings commenced againstenable us to ~~perform~~repay or refinance our debt obligations under the acquisition agreement. If the Acquisition is not completed, these risks may materialize and may adversely affect our business, financial results and financial condition, as well as the price of our common stock.on commercially reasonable terms, or at all.

~~While the Acquisition is pending, we and Spectrum will be subject to business uncertainties that could adversely affect our respective businesses.~~

Our success following the Acquisition will depend in part upon the ability of us and Spectrum to maintain our respective business relationships. Uncertainty about the effect of the Acquisition on customers, suppliers, employees and other constituencies may have a material adverse effect on us and the Business. Customers, suppliers and others who deal with us or Spectrum may delay or defer business decisions, decide to terminate, modify or renegotiate their relationships or take other actions as a result of the Acquisition that could negatively affect the revenues, earnings and cash flows of the Company or the Business. If we are unable to maintain these business and operational relationships, our financial position, results of operations or cash flows could be materially affected.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

The following table reports purchases of equity securities during the first quarter of fiscal ~~2018~~2019 by Energizer and any affiliated purchasers pursuant to SEC rules, including any treasury shares withheld to satisfy employee withholding obligations upon vesting of restricted stock and the execution of net exercises.

											Issuer Purchases of Equity Securities
Period	Total Number of Shares Purchased (1)	Average Price Paid Per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (2)	Maximum Number That May Yet Be Purchased Under the Plans or Programs (2)	Total Number of Shares Purchased (1)	Average Price Paid Per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (2)	Maximum Number That May Yet Be Purchased Under the Plans or Programs (2)
October 1 - October 31	—	$	—	—	5,278,002	554	$	57.40	—	3,838,791
November 1 - November 30	1,167,170	$	44.38	1,126,379	4,151,623	136,248	$	52.12	—	3,838,791
December 1 - December 31	—	—		—	4,151,623	—	$	—	—	3,838,791
Total	1,167,170	$	44.38	1,126,379		136,802	$	52.14	—

(1) ~~40,791~~136,802 shares purchased during the quarter relate to the surrender to the Company of shares of common stock to satisfy tax withholding obligations in connection with the vesting of restricted stock or execution of net exercises.

(2) On July 1, 2015, the Board of Directors approved a share repurchase authorization for the repurchase of up to 7.5 million shares. ~~1,126,379~~No shares were repurchased on the open market during the quarter under this share repurchase authorization.

Item 6. Exhibits

See the Exhibit Index hereto.

~~SIGNATURES~~

~~Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.~~



		~~ENERGIZER HOLDINGS, INC.~~

		~~Registrant~~

		~~By:~~	~~/s/ Timothy W. Gorman~~
			~~Timothy W. Gorman~~
			~~Executive Vice President and Chief Financial Officer~~



~~Date:~~	~~January 31, 2018~~

EXHIBIT INDEX

The exhibits below are numbered in accordance with the Exhibit Table of Item 601 of Regulation S-K.



Exhibit No.		Description of Exhibit
2.1**		Separation and Distribution Agreement by and between Energizer Holdings, Inc. (f/k/a Energizer SpinCo, Inc.) and Edgewell Personal Care Company (f/k/a Energizer Holdings, Inc.) dated as of June 25, 2015 (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed June 29, 2015).

2.2**		Tax Matters Agreement by and between Energizer Holdings, Inc. (f/k/a Energizer SpinCo, Inc.) and Edgewell Personal Care Company (f/k/a Energizer Holdings, Inc.) dated as of June 26, 2015 (incorporated by reference to Exhibit 2.2 to the Company’s Current Report on Form 8-K filed June 29, 2015).

2.3**		Employee Matters Agreement by and between Energizer Holdings, Inc. (f/k/a Energizer SpinCo, Inc.) and Edgewell Personal Care Company (f/k/a Energizer Holdings, Inc.) dated as of June 25, 2015 (incorporated by reference to Exhibit 2.3 to the Company’s Current Report on Form 8-K filed June 29, 2015).

2.4**		Transition Services Agreement by and between Energizer Holdings, Inc. (f/k/a Energizer SpinCo, Inc.) and Edgewell Personal Care Company (f/k/a Energizer Holdings, Inc.) dated as of June 25, 2015 (incorporated by reference to Exhibit 2.4 to the Company’s Current Report on Form 8-K filed June 29, 2015).

2.5		Contribution Agreement by and between the Company and Edgewell Personal Care Company (f/k/a Energizer Holdings, Inc.) dated June 30, 2015 (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed June 30, 2015).

2.6**		Agreement and Plan of Merger, dated as of May 24, 2016, by and among the Company, Energizer Reliance, Inc., Trivest Partners V, L.P., and HandStands Holding Corporation (incorporated by reference to Exhibit 2.1 to the Company's Current Report on Form 8-K filed May 27, 2016).

2.7**		Acquisition Agreement, dated as of January 15, 2018, by and among the Company and Spectrum Brands Holdings, Inc. (incorporated by reference to Exhibit 2.1 to the Company's Current Report on Form 8-K filed January 16, 2018).

2.8**		Amended and Restated Acquisition Agreement, dated as of November 15, 2018, by and between Energizer Holdings, Inc. and Spectrum Brands Holdings, Inc. (incorporated by reference to Exhibit 2.1 to the Company's Current Report on Form 8-K filed November 15, 2018).

2.9**		Acquisition Agreement, dated as of November 15, 2018, by and between Energizer Holdings, Inc. and Spectrum Brands Holdings, Inc. (incorporated by reference to Exhibit 2.2 to the Company’s Current Report on Form 8-K filed November 15, 2018).

3.1		Third Amended and Restated Articles of Incorporation of Energizer Holdings, Inc. (incorporated by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K filed January 29, 2018).

3.2		Third Amended and Restated Bylaws of Energizer Holdings, Inc. (incorporated by reference to Exhibit 3.2 to the Company's Current Report on Form 8-K filed January 29, 2018).

3.3		Certificate of Designations of the 7.50% Series A Mandatory Convertible Preferred Stock of Energizer Holdings, Inc., filed with the Secretary of State of the State of Missouri and effective January 17, 2019 (incorporated by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K filed January 18, 2019).



4.1		Supplemental Indenture dated January 2, 2019, by and among Energizer Holdings, Inc. as successor by merger to Energizer Gamma Acquisition, Inc., the Guarantors party thereto from time to time and The Bank Of New York Mellon Trust Company, N.A., as Trustee (incorporated by reference to Exhibit 4.2 to the Company's Current Report on Form 8-K filed January 2, 2019).

4.2		Supplemental Indenture dated January 2, 2019, by and between Energizer Gamma Acquisition B.V., the Guarantors party thereto from time to time and The Bank Of New York Mellon Trust Company, N.A., as Trustee and Registrar, the Bank of New York Mellon, London Branch, as Paying Agent (incorporated by reference to Exhibit 4.5 to the Company's Current Report on Form 8-K filed January 2, 2019).

4.3		Form of Certificate for the 7.50% Series A Mandatory Convertible Preferred Stock (included as Exhibit A to Exhibit 3.1) (incorporated by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K filed January 18, 2019).

4.4		Indenture, dated January 28, 2019, by and among Energizer Holdings, Inc., the Guarantors party thereto from time to time and The Bank of New York Mellon Trust Company, N.A., as Trustee. (incorporated by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K filed January 28, 2019).

4.5		Form of 7.750% Senior Notes due 2027 (included in Exhibit 4.4) (incorporated by reference to Exhibit 4.2 to the Company's Current Report on Form 8-K filed January 28, 2019).

4.6		Supplemental Indenture dated January 28, 2019 to the Indenture dated January 28, 2019, by and among Energizer Holdings, Inc., the Guarantors party thereto and The Bank of New York Mellon Trust Company, N.A., as Trustee (incorporated by reference to Exhibit 4.3 to the Company's Current Report on Form 8-K filed January 28, 2019).

4.7		Supplemental Indenture dated January 28, 2019 to the Indenture dated July 6, 2018, by and among Energizer Holdings, Inc., as successor by merger to Energizer Gamma Acquisition, Inc., the Guarantors party thereto and The Bank of New York Mellon Trust Company, N.A., as Trustee (incorporated by reference to Exhibit 4.4 to the Company's Current Report on Form 8-K filed January 28, 2019).

4.8		Supplemental Indenture dated January 28, 2019 to the Indenture dated July 6, 2018, by and between Energizer Gamma Acquisition B.V., the Guarantors party thereto and The Bank of New York Mellon Trust Company, N.A., as Trustee (incorporated by reference to Exhibit 4.5 to the Company's Current Report on Form 8-K filed January 28, 2019).

4.9		Supplemental Indenture dated January 28, 2019 to the Indenture dated June 1, 2015, by and among Energizer Holdings, Inc., the Guarantors party thereto and The Bank of New York Mellon Trust Company, N.A., as Trustee (incorporated by reference to Exhibit 4.6 to the Company's Current Report on Form 8-K filed January 28, 2019).

10.1		~~Commitment Letter,~~Credit Agreement, dated ~~January 15,~~as of December 17, 2018, by and among ~~the Company, Barclays Bank PLC~~Energizer Holdings, Inc., each lender from time to time party thereto, and JPMorgan Chase Bank, N.A., as administrative agent, (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed December 17, 2018).

10.2		Shareholder Agreement dated January 28, 2019, by and between Energizer Holdings, Inc. and Spectrum Brands Holdings, Inc. and a joinder thereto (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed January ~~16, 2018)~~28, 2019).

31(i)*		Certification of periodic financial report by the Chief Executive Officer of Energizer Holdings, Inc. pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as amended pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.



31(ii)*		Certification of periodic financial report by the Chief Financial Officer of Energizer Holdings, Inc. pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as amended pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.



32(i)*		Certification of periodic financial report pursuant to 18 U.S.C. Section 1350, adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, by the Chief Executive Officer of Energizer Holdings, Inc.

32(ii)*		Certification of periodic financial report pursuant to 18 U.S.C. Section 1350, adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, by the Chief Financial Officer of Energizer Holdings, Inc.

101		Attached as Exhibit 101 to this Quarterly Report on Form 10-Q are the following documents formatted in eXtensible Business Reporting Language (XBRL): (i) the unaudited Consolidated Statements of Earnings and Comprehensive Income, (ii) the unaudited Consolidated Balance Sheets, (iii) the unaudited Consolidated Statements of Cash Flows, and (iv) Notes to Consolidated Financial Statements (Condensed). The financial information contained in the XBRL-related documents is “unaudited” and “unreviewed.”

* Filed herewith.

** The Company undertakes to furnish supplementally a copy of any omitted schedule or exhibit to such agreement to the Securities and Exchange Commission.

*** Denotes a management contract or compensatory plan or arrangement.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.



		ENERGIZER HOLDINGS, INC.

		Registrant

		By:	/s/ Timothy W. Gorman
			Timothy W. Gorman
			Executive Vice President and Chief Financial Officer



Date:	February 5, 2019

4051



Missouri	36-4802442
(State or other jurisdiction of	(I. R. S. Employer
incorporation or organization)	Identification No.)

533 Maryville University Drive
St. Louis, Missouri	63141
(Address of principal executive offices)	(Zip Code)

(314) 985-2000
(Registrant’s telephone number, including area code)



Large accelerated filer	x	Accelerated filer	o

Non-accelerated filer	o	Smaller reporting company	o

~~(Do not check if smaller reporting company)~~		Emerging growth company	o



INDEX
	Page
PART I — FINANCIAL INFORMATION

Item 1. Financial Statements (Unaudited)

Consolidated Statements of Earnings and Comprehensive Income (Condensed) for the ~~Quarters~~Quarter and Ended December 31, ~~2017~~2018 and ~~2016~~2017	3

Consolidated Balance Sheets (Condensed) as of December 31, ~~2017~~2018 and September 30, ~~2017~~2018	4

Consolidated Statements of Cash Flows (Condensed) for the Three Months Ended December 31, ~~2017~~2018 and ~~2016~~2017	5

Consolidated Statements of Shareholders' Equity/(Deficit) (Condensed) for the Three Months Ended December 31, 2018 and 2017	6

Notes to Consolidated (Condensed) Financial Statements	67

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	2128

Item 3. Quantitative and Qualitative Disclosures About Market Risk	3240

Item 4. Controls and Procedures	3342

PART II — OTHER INFORMATION

Item 1. Legal Proceedings	3443

Item 1A. Risk Factors	3443

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	3647

Item 6. Exhibits	37

~~SIGNATURES~~	3847

EXHIBIT INDEX	3948

SIGNATURES	51


	For the Quarter Ended December 31,					For the Quarter Ended December 31,
	2017		2016			2018			2017
Net sales	$	573.3	$	559.6		$	571.9		$	573.3
Cost of products sold	295.0		288.0			296.4			295.0
Gross profit	278.3		271.6			275.5			278.3

Selling, general and administrative expense	99.2		84.4			104.6			99.2
Advertising and sales promotion expense	37.3		34.3			40.9			37.3
Research and development expense	5.3		5.8			5.5			5.3
Amortization of intangible assets	2.8		2.6			3.2			2.8
Spin restructuring	—		(1.3		)
Interest expense	13.4		13.3			48.2			13.4
Other items, net	1.3		(1.6		)	(16.9		)	1.3
Earnings before income taxes	119.0		134.1			90.0			119.0
Income tax provision	58.6		38.5			19.2			58.6
Net earnings	$	60.4	$	95.6		$	70.8		$	60.4

Basic net earnings per share	$	1.00	$	1.55		$	1.19		$	1.00
Diluted net earnings per share	$	0.98	$	1.52		$	1.16		$	0.98

Weighted average shares of common stock - Basic	60.2		61.8			59.7			60.2
Weighted average shares of common stock - Diluted	61.5		62.9			61.0			61.5

Statements of Comprehensive Income:
Net earnings	$	60.4	$	95.6		$	70.8		$	60.4
Other comprehensive income/(loss), net of tax expense/(benefit)
Other comprehensive (loss)/income, net of tax (benefit)/expense
Foreign currency translation adjustments	7.4		(31.9		)	(3.7		)	7.4
Pension activity, net of tax of $0.5 and $0.6, respectively.	1.2		3.8
Deferred gain on hedging activity, net of tax of $1.1 and $3.7, respectively.	2.5		8.2
Pension activity, net of tax of $0.3 and $0.5, respectively.						1.1			1.2
Deferred (loss)/gain on hedging activity, net of tax of ($1.0) and $1.1, respectively.						(3.3		)	2.5
Total comprehensive income	$	71.5	$	75.7		$	64.9		$	71.5


Assets	December 31, 2017			September 30, 2017			December 31, 2018			September 30, 2018
Current assets
Cash and cash equivalents	$	454.3		$	378.0		$	607.3		$	522.1
Trade receivables, less allowance for doubtful accounts of $6.1 and $5.8, respectively	214.8			230.2
Trade receivables, less allowance for doubtful accounts of $3.9 and $4.0, respectively							216.0			230.4
Inventories	276.2			317.1			290.2			323.1
Other current assets	93.7			94.9			95.3			95.5
Total current assets	1,039.0			1,020.2			1,208.8			1,171.1
Restricted cash							2,456.5			1,246.2
Property, plant and equipment, net	171.7			176.5			162.6			166.7
Goodwill	230.1			230.0			244.0			244.2
Other intangible assets, net	220.9			223.8			229.3			232.7
Deferred tax asset	34.1			47.7			35.1			36.9
Other assets	68.3			125.4			79.8			81.0
Total assets	$	1,764.1		$	1,823.6		$	4,416.1		$	3,178.8

Liabilities and Shareholders' Equity
Current liabilities
Current maturities of long-term debt	$	4.0		$	4.0		$	64.0		$	4.0
Note payable	110.5			104.1
Notes payable							275.1			247.3
Accounts payable	190.8			219.3			231.6			228.9
Other current liabilities	241.6			254.6			261.3			271.0
Total current liabilities	546.9			582.0			832.0			751.2
Long-term debt	977.9			978.5			975.4			976.1
Long-term debt held in escrow							2,346.2			1,230.7
Other liabilities	205.6			178.0			192.1			196.3
Total liabilities	1,730.4			1,738.5			4,345.7			3,154.3
Shareholders' equity
Common stock	0.6			0.6			0.6			0.6
Additional paid-in capital	198.7			196.7			208.2			217.8
Retained earnings	180.4			198.7			226.1			177.3
Treasury stock	(118.3		)	(72.1		)	(116.8		)	(129.4		)
Accumulated other comprehensive loss	(227.7		)	(238.8		)	(247.7		)	(241.8		)
Total shareholders' equity	33.7			85.1			70.4			24.5
Total liabilities and shareholders' equity	$	1,764.1		$	1,823.6		$	4,416.1		$	3,178.8



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



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


	For the Three Months Ended December 31,						For the Three Months Ended December 31,
	2017			2016			2018			2017
Cash Flow from Operating Activities
Net earnings	$	60.4		$	95.6		$	70.8		$	60.4
Depreciation and amortization	12.0			10.6			11.6			12.0
Deferred income taxes	12.2			4.8			2.3			12.2
Share-based compensation expense	6.7			5.2			6.5			6.7
Mandatory transition tax	30.0			—			1.5			30.0
Non-cash items included in income, net	3.0			(0.4		)	(9.1		)	3.0
Other, net	0.1			(2.1		)	(2.6		)	0.1
Changes in current assets and liabilities used in operations	16.6			(21.9		)	37.9			16.6
Net cash from operating activities	141.0			91.8			118.9			141.0

Cash Flow from Investing Activities
Capital expenditures	(5.5		)	(4.9		)	(4.8		)	(5.5		)
Proceeds from sale of assets	—			4.3			0.1			—
Net cash used by investing activities	(5.5		)	(0.6		)	(4.7		)	(5.5		)

Cash Flow from Financing Activities
Cash proceeds from issuance of debt with original maturities greater than 90 days							1,200.0			—
Payments on debt with maturities greater than 90 days	(1.0		)	(1.0		)	(1.0		)	(1.0		)
Net increase/(decrease) in debt with original maturities of 90 days or less	6.5			(27.9		)
Net increase in debt with original maturities of 90 days or less							28.0			6.5
Debt issuance costs							(16.5		)	—
Dividends paid	(17.6		)	(18.1		)	(19.8		)	(17.6		)
Common stock purchased	(50.0		)	(8.1		)	—			(50.0		)
Taxes paid for withheld share-based payments	(1.8		)	(8.1		)	(7.1		)	(1.8		)
Net cash used by financing activities	(63.9		)	(63.2		)
Net cash from/(used by) financing activities							1,183.6			(63.9		)

Effect of exchange rate changes on cash	4.7			(17.6		)	(2.3		)	4.7

Net increase in cash and cash equivalents	76.3			10.4
Cash and cash equivalents, beginning of period	378.0			287.3
Cash and cash equivalents, end of period	$	454.3		$	297.7
Net increase in cash, cash equivalents, and restricted cash							1,295.5			76.3
Cash, cash equivalents, and restricted cash, beginning of period							1,768.3			378.0
Cash, cash equivalents, and restricted cash, end of period							$	3,063.8		$	454.3



	Common Shares Outstanding	Common Stock		Additional Paid-in Capital			Retained Earnings			Treasury Stock			Accumulated Other Comprehensive Loss			Total Shareholders' Equity/(Deficit)
September 30, 2018	59,608	$	0.6	$	217.8		$	177.3		$	(129.4	)	$	(241.8	)	$	24.5
Net earnings	—	—		—			70.8			—			—			70.8
Share based payments	—	—		6.5			—			—			—			6.5
Activity under stock plans	290	—		(16.1		)	(3.6		)	12.6			—			(7.1		)
Dividends to shareholders ($0.30 per share)	—	—		—			(18.4		)	—			—			(18.4		)
Other comprehensive loss	—	—		—			—			—			(5.9		)	(5.9		)
December 31, 2018	59,898	$	0.6	$	208.2		$	226.1		$	(116.8	)	$	(247.7	)	$	70.4



Accounts receivable	$	2.4
Inventory	0.9
Goodwill	14.7
Other identifiable intangible assets	21.8
Accounts payable	(1.7		)
Net assets acquired	$	38.1



						Utilized
	October 1, 2016		Charge to Income			Cash			Non-Cash		December, 2016
Severance and termination related costs	$	2.8	$	—		$	(1.8	)	$	—	$	1.0
Contract termination costs	3.6		—			(0.3		)	—		3.3
Net gain on asset sales	—		(1.3		)	1.3			—		—
Total	$	6.4	$	(1.3	)	$	(0.8	)	$	—	$	4.3



	Total		Weighted Average Useful Lives
Customer relationships	$	15.2	15.0
Trademarks	4.2		14.0
Proprietary formula	2.4		11.0
Total other intangible assets	$	21.8	14.4


(in millions, except per share data)
	For the Quarter Ended December 31,				For the Quarter Ended December 31,
	2017		2016		2018		2017
Net earnings	$	60.4	$	95.6	$	70.8	$	60.4
Basic average shares outstanding	60.2		61.8		59.7		60.2
Effect of dilutive restricted stock equivalents	0.4		0.6		0.4		0.4
Effect of dilutive performance shares	0.9		0.5		0.7		0.9
Effect of stock based deferred compensation plan					0.2		—
Diluted average shares outstanding	61.5		62.9		61.0		61.5
Basic earnings per common share	$	1.00	$	1.55	$	1.19	$	1.00
Diluted earnings per common share	$	0.98	$	1.52	$	1.16	$	0.98


	December 31, 2017		September 30, 2017		December 31, 2018		September 30, 2018
Americas	$	510.0	$	533.9	$	507.7	$	504.2
EMEA	246.3		240.3
Asia Pacific	489.8		457.9
International					891.2		851.5
Total segment assets	$	1,246.1	$	1,232.1	$	1,398.9	$	1,355.7
Corporate	67.0		137.7		2,544.0		1,346.3
Goodwill and other intangible assets	451.0		453.8		473.2		476.8
Total assets	$	1,764.1	$	1,823.6	$	4,416.1	$	3,178.8


	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount
Trademarks	$	40.1	$	4.0	$	36.1	$	44.3	$	6.8	$	37.5
Customer relationships	84.4		8.8		75.6		99.6		15.1		84.5
Patents	34.5		3.8		30.7		34.5		6.4		28.1
Proprietary formulas							2.4		0.1		2.3
Non-compete	0.5		0.2		0.3		0.5		0.3		0.2
Total intangible assets at December 31, 2017	$	159.5	$	16.8	$	142.7
Total intangible assets at December 31, 2018							$	181.3	$	28.7	$	152.6



	For the Quarter Ended December 31,
	2018		2017
Net Sales
North America	$	341.0	$	335.0
Latin America	32.5		38.1
Americas	373.5		373.1
Modern Markets	127.4		130.0
Developing Markets	49.7		46.6
Distributors Markets	21.3		23.6
International	198.4		200.2
Total Net Sales	$	571.9	$	573.3


	December 31, 2017			September 30, 2017			December 31, 2018			September 30, 2018
Inventories
Raw materials and supplies	$	42.9		$	36.6		$	47.7		$	40.0
Work in process	72.8			84.8			80.6			86.5
Finished products	160.5			195.7			161.9			196.6
Total inventories	$	276.2		$	317.1		$	290.2		$	323.1
Other Current Assets
Miscellaneous receivables	$	11.1		$	13.7		$	11.3		$	9.9
Prepaid expenses	47.7			52.7			45.0			52.2
Value added tax collectible from customers	30.6			23.4			27.5			20.8
Other	4.3			5.1			11.5			12.6
Total other current assets	$	93.7		$	94.9		$	95.3		$	95.5
Property, Plant and Equipment
Land	$	4.6		$	4.6		$	4.6		$	4.5
Buildings	123.1			122.4			111.1			110.8
Machinery and equipment	693.9			697.9			686.4			696.2
Construction in progress	24.1			19.4			12.1			12.1
Total gross property	845.7			844.3			814.2			823.6
Accumulated depreciation	(674.0		)	(667.8		)	(651.6		)	(656.9		)
Total property, plant and equipment, net	$	171.7		$	176.5		$	162.6		$	166.7
Other Current Liabilities
Accrued advertising, sales promotion and allowances	$	23.2		$	21.8		$	16.5		$	16.5
Accrued trade allowances	50.8			51.1			58.2			39.4
Accrued salaries, vacations and incentive compensation	24.1			54.4			23.0			48.8
Income taxes payable	29.3			21.6			23.7			23.4
Other	114.2			105.7			139.9			142.9
Total other current liabilities	$	241.6		$	254.6		$	261.3		$	271.0
Other Liabilities
Pensions and other retirement benefits	$	83.9		$	87.7		$	67.7		$	70.2
Deferred compensation	41.8			41.0			28.5			29.0
Mandatory transition tax	27.6			—			33.1			33.1
Other non-current liabilities	52.3			49.3			62.8			64.0
Total other liabilities	$	205.6		$	178.0		$	192.1		$	196.3


	For the Quarter Ended December 31,												For the Quarter Ended December 31,
	U.S.						International						U.S.						International
	2017			2016			2017			2016			2018			2017			2018			2017
Service Cost	$	—		$	—		$	0.2		$	0.4		$	—		$	—		$	0.1		$	0.2
Interest Cost	4.7			4.5			1.1			0.9			5.1			4.7			0.7			1.1
Expected return on plan assets	(7.5		)	(8.6		)	(1.6		)	(2.0		)	(6.5		)	(7.5		)	(1.2		)	(1.6		)
Amortization of unrecognized net losses	1.0			1.2			0.5			0.9			1.0			1.0			0.3			0.5
Settlement charge	0.1			—			—			—			—			0.1			—			—
Net periodic (benefit)/cost	$	(1.7	)	$	(2.9	)	$	0.2		$	0.2		$	(0.4	)	$	(1.7	)	$	(0.1	)	$	0.2


	At December 31, 2017			For the Quarter Ended December 31, 2017						At December 31, 2018		For the Quarter Ended December 31, 2018
Derivatives designated as Cash Flow Hedging Relationships	Estimated Fair Value (Liability)/Asset (1) (2)			(Loss)/Gain Recognized in OCI (3)			Loss Reclassified From OCI into Income (Effective Portion) (4) (5)			Estimated Fair Value Asset (1)		Gain/(Loss) Recognized in OCI (2)			Gain/(Loss) Reclassified From OCI into Income (Effective Portion) (3) (4)
Foreign currency contracts	$	(4.2	)	$	(0.8	)	$	(2.4	)	$	4.7	$	3.2		$	2.8
Interest rate contracts	0.7			1.5			(0.5		)	2.9		(4.8		)	(0.1		)
Total	$	(3.5	)	$	0.7		$	(2.9	)	$	7.6	$	(1.6	)	$	2.7

	At September 30, 2017			For the Quarter Ended December 31, 2016						At September 30, 2018		For the Quarter Ended December 31, 2017
Derivatives designated as Cash Flow Hedging Relationships	Estimated Fair Value Liability (1) (2)			Gain Recognized in OCI (3)			Gain/(Loss) Reclassified From OCI into Income (Effective Portion) (4) (5)			Estimated Fair Value Asset (1)		(Loss)/Gain Recognized in OCI (2)			Loss Reclassified From OCI into Income (Effective Portion) (3) (4)
Foreign currency contracts	$	(5.8	)	$	5.2		$	0.5		$	4.3	$	(0.8	)	$	(2.4	)
Interest rate contracts	(1.3		)	6.5			(0.7		)	7.7		1.5			(0.5		)
Total	$	(7.1	)	$	11.7		$	(0.2	)	$	12.0	$	0.7		$	(2.9	)

																																					Offsetting of derivative assets
		At December 31, 2017								At September 30, 2017									At December 31, 2018									At September 30, 2018
Description	Balance Sheet location	Gross amounts of recognized assets			Gross amounts offset in the Balance Sheet		Net amounts of assets presented in the Balance Sheet			Gross amounts of recognized assets			Gross amounts offset in the Balance Sheet		Net amounts of assets presented in the Balance Sheet			Balance Sheet location	Gross amounts of recognized assets			Gross amounts offset in the Balance Sheet			Net amounts of assets presented in the Balance Sheet			Gross amounts of recognized assets			Gross amounts offset in the Balance Sheet			Net amounts of assets presented in the Balance Sheet
Foreign Currency Contracts	Other Current Assets, Other Assets	$	1.0		$	—	$	1.0		$	1.1		$	—	$	1.1		Other Current Assets, Other Assets	$	5.3		$	(0.1	)	$	5.2		$	4.7		$	(0.2	)	$	4.5

Offsetting of derivative liabilities
		At December 31, 2017								At September 30, 2017									At December 31, 2018									At September 30, 2018
Description	Balance Sheet location	Gross amounts of recognized liabilities			Gross amounts offset in the Balance Sheet		Net amounts of liabilities presented in the Balance Sheet			Gross amounts of recognized liabilities			Gross amounts offset in the Balance Sheet		Net amounts of liabilities presented in the Balance Sheet			Balance Sheet location	Gross amounts of recognized liabilities			Gross amounts offset in the Balance Sheet			Net amounts of liabilities presented in the Balance Sheet			Gross amounts of recognized liabilities			Gross amounts offset in the Balance Sheet			Net amounts of liabilities presented in the Balance Sheet
Foreign Currency Contracts	Other Current Liabilities, Other Liabilities	$	(4.9	)	$	0.2	$	(4.7	)	$	(6.4	)	$	0.4	$	(6.0	)	Other Current Liabilities, Other Liabilities	$	(0.3	)	$	—		$	(0.3	)	$	(0.3	)	$	—		$	(0.3	)


	Level 2						Level 2
Liabilities at estimated fair value:	December 31, 2017			September 30, 2017
Assets/(Liabilities) at estimated fair value:							December 31, 2018			September 30, 2018
Deferred Compensation	$	(41.8	)	$	(41.0	)	$	(28.5	)	$	(29.0	)
Derivatives - Foreign Currency Contracts	(3.7		)	(4.9		)	4.9			4.2
Derivatives - Interest Rate Swap	0.7			(1.3		)
Derivatives - Interest Rate Contracts							2.9			7.7
Exit lease liability	—			(0.3		)	(0.6		)	(0.6		)
Net Liabilities at estimated fair value	$	(44.8	)	$	(47.5	)	$	(21.3	)	$	(17.7	)


	Foreign Currency Translation Adjustments			Pension Activity			Hedging Activity			Interest Rate Swap			Total			Foreign Currency Translation Adjustments			Pension Activity			Hedging Activity			Interest Rate Contracts			Total
Balance at September 30, 2017	$	(93.1	)	$	(139.4	)	$	(4.5	)	$	(1.8	)	$	(238.8	)
Balance at September 30, 2018																$	(113.6	)	$	(136.4	)	$	3.3		$	4.9		$	(241.8	)
OCI before reclassifications	7.4			—			(0.7		)	0.9			7.6			(3.7		)	—			2.5			(3.7		)	(4.9		)
Reclassifications to earnings	—			1.2			1.9			0.4			3.5			—			1.1			(2.2		)	0.1			(1.0		)
Balance at December 31, 2017	$	(85.7	)	$	(138.2	)	$	(3.3	)	$	(0.5	)	$	(227.7	)
Balance at December 31, 2018																$	(117.3	)	$	(135.3	)	$	3.6		$	1.3		$	(247.7	)



	For the Quarters Ended December 31,
	2018			2017
Other items, net
Interest income	$	(0.2	)	$	(0.5	)
Interest income on restricted cash	(5.8		)	—
Foreign currency exchange (gain)/loss	(1.1		)	4.1
Pension benefit other than service costs	(0.7		)	(1.6		)
Acquisition foreign currency gains	(9.0		)	—
Other	(0.1		)	(0.7		)
Total Other items, net	$	(16.9	)	$	1.3

											Total Net Sales (In millions - Unaudited)
Quarter Ended December 31, 2017
Quarter Ended December 31, 2018					Quarter Ended December 31, 2018
Total Net Sales	Q1		% Chg			Q1			% Chg
Net sales - FY '17	$	559.6
Net sales - FY '18						$	573.3
Organic	5.9		1.1	%		9.9			1.7	%
Impact of acquisition						1.0			0.2	%
Change in Argentina operations						(3.3		)	(0.6	)%
Impact of currency	7.8		1.3	%		(9.0		)	(1.5	)%
Net sales - FY '18	$	573.3	2.4	%
Net sales - FY '19						$	571.9		(0.2	)%


◦	~~Favorable pricing~~Category growth and distribution gains across ~~several markets increased net sales by 3%;~~both segments contributed 2.1% to the organic increase;


◦	~~Investments made for our portfolio realignment in the back half of fiscal 2017 benefited our top-line in the first fiscal quarter of 2018 accounting for 0.5%~~The impact of the ~~organic sales increase; and~~reclassification of licensing revenues contributed 0.3%;


	Quarter Ended December 31, 2017					Quarter Ended December 31, 2018
	$ Change			% Chg		$ Change			% Chg
Americas
Net sales - FY '17	$	365.1
Net sales - FY '18						$	373.1
Organic						4.7			1.3	%
Change in Argentina						(3.3		)	(0.9	)%
Impact of acquisition						1.0			0.3	%
Impact of currency						(2.0		)	(0.6	)%
Net Sales - FY '19						$	373.5		0.1	%

International
Net sales - FY '18						$	200.2
Organic	7.2			2.0	%	5.2			2.6	%
Impact of currency	0.8			0.2	%	(7.0		)	(3.5	)%
Net Sales - FY '18	$	373.1		2.2	%

EMEA
Net sales - FY '17	$	114.7
Organic	(3.0		)	(2.6	)%
Impact of currency	5.9			5.1	%
Net Sales - FY '18	$	117.6		2.5	%

Asia Pacific
Net sales - FY '17	$	79.8
Organic	1.7			2.1	%
Impact of currency	1.1			1.4	%
Net Sales - FY '18	$	82.6		3.5	%
Net Sales - FY '19						$	198.4		(0.9	)%

Total Net Sales
Net sales - FY '17	$	559.6
Net sales - FY '18						$	573.3
Organic	5.9			1.1	%	9.9			1.7	%
Change in Argentina						(3.3		)	(0.6	)%
Impact of acquisition						1.0			0.2	%
Impact of currency	7.8			1.3	%	(9.0		)	(1.5	)%
Net Sales - FY '18	$	573.3		2.4	%
Net Sales - FY '19						$	571.9		(0.2	)%


	Total		Less than 1 year		1 - 3 years		3 - 5 years		More than 5 years		Total		Less than 1 year		1 - 3 years		3 - 5 years		More than 5 years
Long term debt, including current maturities	$	991.0	$	4.0	$	8.0	$	379.0	$	600.0
Long-term debt, including current maturities											$	987.0	$	4.0	$	8.0	$	375.0	$	600.0
Long-term debt held in escrow, including current maturities											2,445.2		60.0		170.0		20.0		2,195.2
Interest on long-term debt (1)	310.3		27.2		94.0		90.1		99.0		1,147.0		173.0		335.7		299.2		339.1
Notes payable	110.5		110.5		—		—		—		275.1		275.1		—		—		—
Operating leases	55.0		9.4		20.4		8.1		17.1		61.9		13.9		17.3		4.5		26.2
Pension plans (2)	7.7		7.7		—		—		—		3.5		3.5		—		—		—
Purchase obligations and other (3)	98.2		48.6		49.6		—		—		49.7		41.5		8.2		—		—
Mandatory transition tax	30.0		2.6		4.7		9.2		13.5		34.6		1.5		5.8		5.7		21.6
Total	$	1,602.7	$	210.0	$	176.7	$	486.4	$	729.6	$	5,004.0	$	572.5	$	545.0	$	704.4	$	3,182.1