ENERGIZER HOLDINGS, INC. (Exact name of registrant as specified in - - PDF document

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 _______________________________ FORM 10-Q _______________________________ (Mark One) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549 _______________________________

FORM 10-Q

_______________________________ (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 2013

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

For the transition period from to Commission File Number: 001-15401 ____________________________________________________________________________________________________________

ENERGIZER HOLDINGS, INC.

(Exact name of registrant as specified in its charter) Missouri 43-1863181

(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)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No o Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer”, “accelerated filer”, and “smaller reporting company” in Rule 12b-2 of the Exchange Act. Large accelerated filer

Accelerated filer

Non-accelerated filer
Smaller reporting company
(Do not check if smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x Indicate the number of shares of Energizer Holdings, Inc. common stock, $.01 par value, outstanding as of the close of business on December 31, 2013:

62,646,385.

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INDEX

Page

PART I — FINANCIAL INFORMATION Item 1. Financial Statements Unaudited Consolidated Statements of Earnings and Comprehensive Income (Condensed) for the Quarter Ended December 31, 2013 and 2012 3 Unaudited Consolidated Balance Sheets (Condensed) as of December 31, 2013 and September 30, 2013 4 Unaudited Consolidated Statements of Cash Flows (Condensed) for the Three Months Ended December 31, 2013 and 2012

Notes to Unaudited Condensed Financial Statements 6 Items 2 and 3. Management’s Discussion and Analysis of Financial Condition and Results of Operations, and Quantitative and Qualitative Disclosures About Market Risk 31 Item 4. Controls and Procedures 41 PART II — OTHER INFORMATION Item 1. Legal Proceedings 41 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 42 Item 6. Exhibits 42 SIGNATURES 43 EXHIBIT INDEX 44 2

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PART I - FINANCIAL INFORMATION Item 1. Financial Statements. ENERGIZER HOLDINGS, INC. CONSOLIDATED STATEMENTS OF EARNINGS AND COMPREHENSIVE INCOME (Condensed) (In millions, except per share data - Unaudited) Quarter Ended December 31, 2013 2012 Net sales $ 1,113.9 $ 1,192.5

Cost of products sold 602.1

630.9 Gross profit

511.8 561.6 Selling, general and administrative expense 203.5 200.5 Advertising and sales promotion expense 81.0

94.8 Research and development expense 21.9 24.6 2013 restructuring 24.4 49.0 Pension curtailment — (37.4) Interest expense 31.2 33.5 Other financing items, net (2.0) 7.9 Earnings before income taxes

151.8

188.7 Income tax provision 43.9 58.9 Net earnings $ 107.9 $ 129.8 Basic net earnings per share $ 1.73 $

2.10 Diluted net earnings per share

1.71 $ 2.07 Statement of Comprehensive Income: Net earnings

$ 107.9 $ 129.8 Other comprehensive income/(loss), net of tax Foreign currency translation adjustments 0.2 14.4 Pension/postretirement activity, net of tax of $1.5 and ($11.9), respectively 2.8 (20.2) Deferred gain on hedging activity, net of tax of $0.9 and $3.7, respectively 1.4 4.3 Total comprehensive income $ 112.3 $ 128.3 See accompanying Notes to (Unaudited) Condensed Financial Statements 3

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ENERGIZER HOLDINGS, INC. CONSOLIDATED BALANCE SHEETS (Condensed) (In millions - Unaudited) Assets December 31, 2013 September 30, 2013 Current assets Cash and cash equivalents $ 881.5 $ 998.3 Trade receivables, less allowance for doubtful accounts of $15.9 and $16.0, respectively 463.4 480.6 Inventories 611.6 616.3 Other current assets 561.3 473.2 Total current assets 2,517.8 2,568.4 Property, plant and equipment, net 847.6 755.6 Goodwill 1,477.3 1,475.8 Other intangible assets, net 1,876.0 1,835.5 Other assets 81.8 82.1 Total assets $ 6,800.5 $ 6,717.4 Liabilities and Shareholders' Equity Current liabilities Current maturities of long-term debt $ 220.0 $

140.0 Notes payable 161.1 99.0 Accounts payable

288.6 340.4 Other current liabilities

511.6 574.0 Total current liabilities 1,181.3 1,153.4 Long-term debt

1,918.8 1,998.8 Other liabilities 1,165.9

1,111.6 Total liabilities

4,266.0 4,263.8 Shareholders' equity Common stock 0.7 0.7 Additional paid-in capital 1,619.7 1,628.9 Retained earnings 1,220.1 1,144.1 Treasury stock (137.5) (147.2) Accumulated other comprehensive loss (168.5) (172.9) Total shareholders' equity 2,534.5 2,453.6 Total liabilities and shareholders' equity $ 6,800.5 $ 6,717.4 See accompanying Notes to (Unaudited) Condensed Financial Statements 4

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ENERGIZER HOLDINGS, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (Condensed) (In millions - Unaudited) Quarter Ended December 31, 2013 2012 Cash Flow from Operating Activities Net earnings $ 107.9 $ 129.8 Non-cash restructuring costs 4.4 23.4 Pension curtailment — (37.4) Depreciation and amortization 33.4 38.3 Non-cash items included in income 47.3 37.6 Other, net 7.1 (20.5) Changes in current assets and liabilities used in operations (149.0) (99.6) Net cash from operating activities

51.1

71.6 Cash Flow from Investing Activities Capital expenditures (20.3) (15.4) Feminine care acquisition (185.3) — Proceeds from sale of assets 3.5

0.1

Other, net —

(0.1) Net cash used by investing activities (202.1) (15.4)

Cash Flow from Financing Activities Cash payments on debt with original maturities greater than 90 days —

(106.5) Net increase in debt with original maturities of 90 days or less 58.3 131.1 Cash dividends paid (31.3)

(24.8) Proceeds from issuance of common stock 2.0 6.6 Excess tax benefits from share-based payments 4.0 2.5 Net cash from financing activities 33.0 8.9

Effect of exchange rate changes on cash 1.2 3.5 Net (decrease)/increase in cash and cash equivalents (116.8)

68.6 Cash and cash equivalents, beginning of period 998.3 718.5 Cash and cash equivalents, end of period $ 881.5 $ 787.1 See accompanying Notes to (Unaudited) Condensed Financial Statements

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ENERGIZER HOLDINGS, INC. NOTES TO CONDENSED FINANCIAL STATEMENTS December 31, 2013 (In millions, except per share data – Unaudited) The accompanying unaudited financial statements have been prepared in accordance with Article 10 of Regulation S-X and do not include all

f the information and footnotes required by generally accepted accounting principles for complete financial statements. The year-end

condensed balance sheet data was derived from audited financial statements, but do not include all disclosures required by accounting principles generally accepted in the United States of America (GAAP). In the opinion of management, all adjustments considered necessary for a fair presentation have been included. Certain reclassifications have been made to the prior year financial statements to conform to the current presentation. The Company has evaluated subsequent events and, unless disclosed herein, determined no disclosure is necessary. Operating results for any quarter are not necessarily indicative of the results for any other quarter or for the full year. These statements should be read in conjunction with the financial statements and notes thereto for Energizer Holdings, Inc. (the Company) for the year ended September 30, 2013 included in the Annual Report on Form 10-K dated November 21, 2013. Note 1 – Segment note Operations for the Company are managed via two segments - Personal Care (Wet Shave, Skin Care, Feminine Care and Infant Care) and Household Products (Battery and Portable Lighting products). In October 2013, the Company completed the acquisition of the Stayfree pad, Carefree liner and o.b. tampon feminine care brands in the U.S., Canada and the Caribbean from Johnson & Johnson (the feminine care acquisition) and the financial performance related to these brands will be included in the Company’s Personal Care segment and within the Feminine Care product category. Segment performance is evaluated based on segment operating profit, exclusive of general corporate expenses, share-based compensation costs, costs associated with most restructuring initiatives including the 2013 restructuring detailed below, acquisition integration or business realignment activities, and amortization of intangible assets. Financial items, such as interest income and expense, are managed on a global basis at the corporate level. The exclusion of the above mentioned items from segment results reflects management's view on how it evaluates segment performance. The Company's operating model includes a combination of stand-alone and combined business functions between the Personal Care and Household Products businesses, varying by country and region of the world. Shared functions include product warehousing and distribution, various transaction processing functions, and in some countries, a combined sales force and management. The Company applies an allocated cost basis, in which the costs of shared segment business functions are allocated between the segments. Such allocations are estimates, and do not represent the costs of such services if performed on a stand-alone basis. Effective October 1, 2013, the Company centralized certain corporate administrative functions across the organization as part of the 2013 restructuring project. A portion of these costs were previously reported at the segment level, but are now reported within General corporate and other expenses. Periods prior to this change have not been adjusted to conform to this current presentation. For the quarter ended December 31, 2013, the Company recorded a pre-tax inventory valuation adjustment of approximately $8 related to the feminine care acquisition representing the increased fair value of the inventory based on the estimated selling price of the finished goods acquired at the close date less the sum of (a) costs of disposal and (b) a reasonable profit allowance for the selling effort of the acquiring entity. Approximately $6.4 of this amount was recorded within Cost of products sold based upon the write-up and subsequent sale of inventory acquired in the feminine care acquisition for the quarter ended December 31, 2013. The remaining amount of the inventory valuation adjustment will be recorded to Cost of products sold during the second fiscal quarter, upon the subsequent sale of the remaining inventory. These amounts are not reflected in the Personal Care segment, but rather presented as a separate line item below segment profit, as it is a non-recurring item directly associated with the feminine care acquisition. Such presentation reflects management’s view on how segment results are evaluated. For the quarter ended December 31, 2013, the Company recorded $24.4 in restructuring charges related to its 2013 restructuring as compared to $49.0 in the prior year quarter. The 2013 restructuring charges were reported on a separate line in the Consolidated Statements

f Earnings and Comprehensive Income (Condensed). In addition, pre-tax costs of $2.3 for the quarter ended December 31, 2013 associated

with certain information technology enablement activities related to the Company's restructuring initiatives were included in SG&A on the Consolidated 6

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Statement of Earnings and Comprehensive Income (Condensed). These information technology costs are considered part of the total project costs incurred for the restructuring initiative. See Note 3 to the Condensed Financial Statements. In the first quarter of fiscal 2013, the Company approved and communicated changes to its U.S. pension plan, which is the most significant

f the Company's pension obligations. Effective January 1, 2014, the pension benefit earned to date by active participants under the legacy

Energizer U.S. pension plans was frozen and future service benefits are no longer being accrued under these retirement programs. For the quarter ended December 31, 2012, the Company recorded a non-cash, pre-tax curtailment gain of $37.4 as a result of this plan change. The pension curtailment gain was reported on a separate line in the Consolidated Statements of Earnings and Comprehensive Income (Condensed). Segment sales and profitability for the quarter ended December 31, 2013 and 2012, respectively, are presented below. For the quarter ended December 31, 2013 2012 Net Sales Personal Care $ 550.2 $ 554.3 Household Products 563.7 638.2 Total net sales $ 1,113.9 $ 1,192.5 For the quarter ended December 31, 2013 2012 Segment Profit Personal Care $ 130.3 $ 116.2 Household Products 133.4 160.6 Total segment profit 263.7 276.8 General corporate and other expenses (40.2) (29.5) 2013 restructuring (1) (26.7) (49.0) Feminine care acquisition/integration costs (4.9) — Acquisition inventory valuation (6.4) — Pension curtailment — 37.4 Amortization of intangibles (4.5) (5.6) Interest and other financing items (29.2) (41.4) Total earnings before income taxes $ 151.8 $ 188.7

(1) Includes pre-tax costs of $2.3 for the quarter ended December 31, 2013, associated with certain information technology and related activities, which are included in Selling, general and administrative expense on the Consolidated Statements of Earnings and Comprehensive Income (Condensed).

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Supplemental product information is presented below for revenues from external customers: For the quarter ended December 31, Net Sales 2013 2012 Alkaline batteries $ 365.6 $ 401.7 Wet Shave 365.2 394.5 Other batteries and lighting products 198.1 236.5 Feminine Care 80.9 42.0 Skin Care 56.2 63.1 Infant Care 35.3 41.0 Other personal care products 12.6 13.7 Total net sales $ 1,113.9 $ 1,192.5 Total assets by segment are presented below: December 31, 2013 September 30, 2013 Personal Care $ 1,387.2 $ 1,208.3 Household Products 1,040.9 1,033.0 Total segment assets 2,428.1 2,241.3 Corporate 1,019.1 1,164.8 Goodwill and other intangible assets, net 3,353.3 3,311.3 Total assets $ 6,800.5 $ 6,717.4 Note 2 - Acquisition of Feminine Care Brands In October 2013, the Company completed the acquisition of the Stayfree pad, Carefree liner and o.b. tampon feminine care brands in the U.S., Canada and the Caribbean from Johnson & Johnson for an aggregate cash purchase price of approximately $185. The purchase price is subject to a working capital adjustment, which is expected to be finalized during the second quarter. The Company financed the feminine care acquisition with available foreign cash of approximately $135 and $50 obtained from borrowings under the Company’s available debt

facilities. Liabilities assumed as a result of the feminine care acquisition are limited primarily to certain employee benefit obligations. The

Company expects to combine these acquired brands within its existing feminine care business in the Personal Care segment. Combining these complementary businesses with our existing feminine care products provides the Company with brands in each of the key feminine hygiene categories. There are no contingent payments, options or commitments associated with the feminine care acquisition. The Company has developed a preliminary estimate of the fair values of assets acquired and liabilities assumed for purposes of allocating the purchase price, but this is subject to change as we complete our valuation activities. The purchase price allocation is not complete due to the timing of the acquisition and is expected to be finalized by March 31, 2014. For purposes of the preliminary allocation, the Company has estimated a fair value adjustment for inventory based on the estimated selling price of the finished goods acquired at the closing date less the sum of (a) costs of disposal and (b) a reasonable profit allowance for the selling effort of the acquiring entity. The preliminary fair value adjustment for the acquired equipment was established using a cost and market approach. The fair values of the identifiable intangible assets were estimated using various valuation methods including discounted cash flows using both an income and cost approach. The estimated value for assets acquired and liabilities assumed will be adjusted when the final purchase price allocations are complete. Any changes to the preliminary estimates of the fair value of assets acquired and liabilities assumed, some of which may be material, will be allocated to residual goodwill and reflected from the feminine care acquisition date. 8

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At December 31, 2013, the preliminary allocation of the purchase price is as follows: Inventories $ 44.4 Intangible assets 44.3 Other assets 7.2 Property, plant and equipment,net 114.2 Other liabilities (4.5) Pension/Other post-retirement benefits (20.3) Net assets acquired $ 185.3 The Company expects this transaction will generate little to no goodwill. At this time, intangible assets acquired are assumed to be indefinite- lived intangible assets related to the acquired tradenames and would be fully allocated to the Personal Care segment. Upon completion of the valuation, and if identified, all or a portion of intangibles and goodwill will be deductible for tax purposes and amortized over 14 to 15 years, depending on the statutory jurisdiction. Proforma revenue and operating results for the feminine care acquisition are not included as they are not considered material to the Consolidated Financial Statements. Note 3 – Restructuring 2013 Restructuring In November 2012, the Company's Board of Directors authorized an enterprise-wide restructuring plan and delegated authority to the Company's management to determine the final actions with respect to this plan. As previously disclosed, the primary objectives of the 2013 Restructuring included reduction in workforce, consolidation of G&A functional support across the organization, reduced overhead spending, creation of a center-led purchasing function, and rationalization and streamlining of the Household Products operations facilities, product portfolio and marketing organization. In January 2014, the Company's Board of Directors authorized an expansion of scope of the previously announced 2013 restructuring project and delegated authority to the Company's management to determine the final actions with respect to the plan. As a result of the expanded scope of the Company's restructuring efforts, incremental costs will be incurred to successfully execute the program. It is estimated that fiscal 2014 restructuring costs will be in the range of $100 to $130, including the costs related to the expanded project scope an increase of $30 to $40 versus original estimates. Total project restructuring costs are estimated to increase from the original outlook of $250 to approximately $350. For the quarter ended December 31, 2013 and 2012, the Company recorded pre-tax expense of $24.4 and $49.0, respectively for charges related to the 2013 restructuring plan including:

Accelerated depreciation charges of $4.4 and $4.1 for the quarter ended December 31, 2013 and 2012, respectively, and non-cash

asset impairment charges of $19.3 for the quarter ended December 31, 2012, related primarily to plant closures,

Severance and related benefit costs of $5.9 and $13.6 for the quarter ended December 31, 2013 and 2012, respectively, associated

with staffing reductions that have been identified to date, and

Consulting, program management and other charges associated with the restructuring of $14.1 and $12.0 for the quarter ended

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(Condensed). These information technology costs are considered part of the total project costs incurred for the restructuring initiative. The Company does not include the 2013 restructuring costs in the results of its reportable segments. The estimated pre-tax impact of allocating such charges to segment results would have been as follows:

Accelerated depreciation charges of approximately $4.4 for the quarter ended December 31, 2013, would be fully allocated to our

Household Products segment. Non-cash asset impairment charges of $19.3 and accelerated depreciation charges of approximately $4.1 for the quarter ended December 31, 2012, would be fully allocated to our Household Products segment.

Severance and related benefit costs of approximately $6 for the quarter ended December 31, 2013 would be allocated as follows:

Personal Care of approximately $2; and Household Products of approximately $4.0. Severance and related benefit costs of approximately $14 for the quarter ended December 31, 2012 would be allocated as follows: Personal Care of approximately $2; Household Products of approximately$11; and Corporate of approximately $1. As certain headcount provides services to both segments, charges for severance and related benefits for such headcount requires an allocation.

Consulting, program management and other exit costs of approximately $14 for the quarter ended December 31, 2013 would be

allocated as follows: Personal Care of approximately $4; and Household Products of approximately $10. Consulting, program management and other exit costs of approximately $12 for the quarter ended December 31, 2012 would be allocated as follows: Personal Care of approximately $3; Household Products of approximately $8; and Corporate of approximately $1. Total project-to-date costs associated with the 2013 restructuring project are approximately $185, of which, approximately $50 relates to non- cash asset impairment and accelerated depreciation charges, approximately $55 relates to severance and related benefit costs, and approximately $80 relates to consulting, program management and other exit costs. Consulting, program management and other exit costs are inclusive of approximately $8 in certain information technology enablement costs (included in SG&A) and approximately $6 in

bsolescence charges related to the exit of certain non-core product lines (included in Cost of products sold), both of which are considered part
f the overall restructuring project.

A summary of the remaining estimated costs for the 2013 restructuring plan is as follows. These amounts are inclusive of the expanded scope initiatives described above. Total, as well as category ranges, are estimates.

Approximately $15-$30 related to plant closure and accelerated depreciation charges,
Approximately $35-$45 related to severance and related benefit costs,
Approximately $35-$45 related to consulting and program management, and
Approximately $30-$40 related to other restructuring related costs.

Costs remaining associated with certain information technology enablement activities related to our restructuring initiatives are approximately $10-$15. In addition, the Company expects to incur incremental capital expenditures of $20-$30 over the next 9 months, related primarily to information technology enablement of certain restructuring initiatives.

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The following table summarizes the 2013 restructuring activity for the first three months of fiscal 2014. Utilized October 1, 2013 Charge to Income Cash Non- Cash December 31, 2013 Severance & Termination Related Costs $ 16.3 $ 5.9 $ (10.7) $ — $

11.5

Asset Impairment/Accelerated Depreciation — 4.4 — (4.4) — Other Related Costs 4.3 14.1 (6.9) —

11.5 Total

$ 20.6 $ 24.4 $ (17.6) $ (4.4) $ 23.0 Note 4 – Share-based payments Total compensation costs charged against income for the Company’s share-based compensation arrangements were $8.3 and $6.3 for the quarter ended December 31, 2013 and 2012, respectively, and were recorded in Selling, general and administrative expense (SG&A). The total income tax benefit recognized in the Consolidated Statements of Earnings and Comprehensive Income (Condensed) for share-based compensation arrangements was $3.1 and $2.3 for the quarter ended December 31, 2013 and 2012, respectively. Restricted Stock Equivalents (RSE) - (In whole dollars and total shares) In November 2013, the Company granted RSE awards to a group of key employees which included approximately 179,800 shares that vest

ratably over four years or upon death or change of control. At the same time, the Company granted two RSE awards to a group of key

executives. One grant includes approximately 39,800 shares and vests, in most cases, on the third anniversary of the date of grant or upon

death or change of control. The second grant includes approximately 238,600 shares, which vests on the date that the Company publicly releases its earnings for its 2016 fiscal year, contingent upon achievement of performance targets with respect to adjusted cumulative earnings before interest taxes depreciation and amortization (EBITDA) and adjusted return on invested capital, weighted equally, and subject to adjustment based on relative total shareholder return during the three year performance period based on a relevant group of industrial and consumer goods companies. In addition, the terms of the performance awards provide that the awards vest upon death and in some instances upon change of control and potential pro rata vesting for retirement based on age and service requirements. The total performance awards expected to vest will be amortized over the vesting period. The closing stock price on the date of the grant used to determine the award estimated fair value was $101.56. The awards that are contingent upon achievement of performance targets have a 5% fair value premium added to the closing stock price on the date of the grant based on a simulation of outcomes under the relative total shareholders' return metric required by the Accounting Standards Codification ("ASC") section 718. 11

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Note 5 – Earnings per share Basic earnings per share is based on the average number of common shares outstanding during the period. Diluted earnings per share is based on the average number of shares used for the basic earnings per share calculation, adjusted for the dilutive effect of stock options and restricted stock equivalents. The following table sets forth the computation of basic and diluted earnings per share for the quarter ended December 31, 2013 and 2012, respectively. (in millions, except per share data) Quarter Ended December 31, 2013 2012 Numerator: Net earnings for basic and dilutive earnings per share $ 107.9 $ 129.8 Denominator:

Weighted-average shares - basic 62.5 61.8 Effect of dilutive securities: Stock options 0.1 0.1 Restricted stock equivalents 0.5 0.7 Total dilutive securities 0.6 0.8 Weighted-average shares - diluted 63.1

62.6 Basic net earnings per share $ 1.73 $

2.10 Diluted net earnings per share

1.71 $ 2.07 At December 31, 2013, there were no awards deemed anti-dilutive. At December 31, 2012, approximately 0.4 of the Company’s outstanding RSEs and stock options were not included in the diluted net earnings per share calculation because to do so would have been anti-dilutive. In the event that potentially dilutive securities are anti-dilutive on net earnings per share (i.e., have the effect of increasing EPS because the exercise price is higher than the current share price), the impact of the securities is not included in the computation. Note 6 – Goodwill and intangibles, net The following table sets forth goodwill by segment as of October 1, 2013 and December 31, 2013. Household Products Personal Care Total Balance at October 1, 2013

$ 37.2 $ 1,438.6 $ 1,475.8 Cumulative translation adjustment

0.1

1.4

1.5

Balance at December 31, 2013 $ 37.3 $ 1,440.0 $ 1,477.3 Total amortizable intangible assets other than goodwill at December 31, 2013 are as follows: Gross Carrying Amount Accumulated Amortization Net To be amortized: Tradenames/Brands $ 19.0 $ 13.0 $ 6.0 Technology and patents 75.7 58.3 17.4 Customer-related/Other 163.4 59.7 103.7 Total amortizable intangible assets $ 258.1 $ 131.0 $ 127.1 The Company had indefinite-lived intangible assets of $1,748.9 ($1,668.2 in Personal Care and $80.7 in Household Products) at December 31, 2013, an increase of $45.0 from September 30, 2013 due to the feminine care 12

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acquisition and changes in foreign currency translation rates. Estimated amortization expense for amortizable intangible assets for the remainder of fiscal 2014 and the years ending September 30, 2015, 2016, 2017, 2018 and 2019 is approximately $12.9, $15.2, $15.2, $14.8, $7.3 and $6.0, respectively, and $55.7 thereafter. Goodwill and intangible assets deemed to have an indefinite life are not amortized, but reviewed annually for impairment of value or when indicators of a potential impairment are present. The Company continuously monitors changing business conditions, which may indicate that the remaining useful life of goodwill and other intangible assets may warrant revision or carrying amounts may require adjustment. As part of the fiscal 2013 testing, no impairment was indicated. However, the indicated fair values resulting from the Company's discounted cash flow analysis for two brands, Playtex and Wet Ones, were relatively close to the carrying values of approximately 107% (approximately $650) for the Playtex brand and approximately 109% of the carrying value (approximately $200) for the Wet Ones brand. Key assumptions included in the testing of these brand values were a discount rate of 7.5% and a terminal growth rate of 2.0%. As of December 31, 2013, there were no events or circumstances that were considered to be potential indicators of impairment for goodwill or the indefinite-lived intangible assets. As in the past, the Company plans to complete it's annual testing for fiscal 2014 in the fourth fiscal quarter, in conjunction with the completion of the annual planning cycle. Preliminary valuation estimates for the acquired goodwill and intangible assets related to the feminine care acquisition have been included in the disclosures above and will be adjusted when the final purchase price allocations are complete. The Company has developed a preliminary estimate of these values, but amounts are subject to change upon completion of the valuation analysis. The purchase price allocation is expected to be finalized by March 31, 2014. For purposes of the preliminary allocation, the fair values of the identifiable intangible assets were estimated using various valuation methods including discounted cash flows using both an income and cost approach. Any changes to the preliminary estimates of the fair value of assets acquired and liabilities assumed will be allocated to residual goodwill and prior period financial information will be restated. Note 7 – Pension plans and other postretirement benefits The Company has several defined benefit pension plans covering substantially all of its employees in the United States (U.S.) and certain employees in other countries. The plans provide retirement benefits based on years of service and on earnings. In the first quarter of fiscal 2013, the Company approved and communicated changes to its U.S. pension plan, which is the most significant of the Company's pension

bligations. Effective January 1, 2014, the pension benefit earned to date by active participants under the legacy Energizer U.S. pension plan

will be frozen and future service benefits will no longer be accrued under this retirement program. For the three months ended December 31, 2012, the Company recorded a non-cash, pre-tax curtailment gain of $37.4 ($23.5 after-tax) as a result of this plan change. The pension curtailment gain was reported on a separate line in the Consolidated Statements of Earnings and Comprehensive Income (Condensed). In the fourth quarter of fiscal 2013, the Company finalized and communicated a decision to discontinue certain post-retirement medical and life insurance benefits in the U.S. The communication was provided to all eligible participants of the impacted plans and advised that the Company would discontinue all benefits associated with the impacted plans effective December 31, 2013. The Company also sponsors or participates in a number of other non-U.S. pension arrangements, including various retirement and termination benefit plans, some of which are required by local law or coordinated with government-sponsored plans, which are not significant in the aggregate and, therefore, are not included in the information presented below. As a result of the feminine care acquisition, the Company assumed certain pension and post-retirement obligations of approximately $20 related to the plans in place at the manufacturing plant in Montreal, Canada. As previously disclosed in the third quarter of fiscal 2013, the Company identified an error in how the pension curtailment transactions were recorded in the period ended December 31, 2012. Presentation of amounts were corrected in the third quarter of fiscal 2013. The correction related solely to the reported amount of previously reported Comprehensive Income and had no impact on previously reported consolidated earnings before income taxes, net earnings, earnings per share or consolidated cash flows for any periods presented during fiscal 2013. The Company assessed the materiality of this item on previously issued interim financial statements for fiscal 2013 in accordance with SEC Staff Accounting Bulletin No. 99 and No. 108, and concluded that the corrections were not material to the Condensed Consolidated Financial Statements for the first quarter of fiscal 2013. The Consolidated Statements of Earnings and Comprehensive Income (Condensed) and the Guarantor and Non-Guarantor Financial 13

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Information for the period ended December 31, 2012 included herein has been revised. Comprehensive income as previously reported and as revised for the quarter ended December 31, 2012 was $151.8 and $128.3, respectively. The Company’s net periodic benefit cost for these plans are as follows: Pension Quarter Ended December 31, 2013 2012 Service cost $ 3.7 $ 7.0 Interest cost 13.8 12.3 Expected return on plan assets (17.5) (17.0) Amortization of prior service cost — (0.4) Amortization of unrecognized net loss 4.7 7.4 Settlement charge

0.1

— Curtailment gain — (37.4)

Net periodic benefit cost/(income)

$ 4.8 $ (28.1) Postretirement Quarter Ended December 31, 2013 2012

Service cost

0.5 $

0.2 Interest cost 0.2 0.3 Amortization of prior service cost — (0.9) Amortization of unrecognized net gain — (0.5) Net periodic benefit cost $ 0.7 $ (0.9) Note 8 – Debt Notes payable at December 31, 2013 and September 30, 2013 consisted of notes payable to financial institutions with original maturities of less than one year of $161.1 and $99.0, respectively, and had a weighted-average interest rate of 2.7% and 3.6%, respectively. The detail of long-term debt for the dates indicated is as follows: December 31, 2013 September 30, 2013 Private Placement, fixed interest rates ranging from 5.2% to 6.6%, due 2014 to 2017 $ 1,040.0 $ 1,040.0 Senior Notes, fixed interest rate of 4.7%, due 2021 600.0 600.0 Senior Notes, fixed interest rate of 4.7%, due 2022, net of discount 498.8 498.8 Total long-term debt, including current maturities 2,138.8 2,138.8 Less current portion 220.0 140.0 Total long-term debt $ 1,918.8 $ 1,998.8 The Company’s total borrowings were $2,299.9 at December 31, 2013, including $161.1 tied to variable interest rates. The Company maintains total committed debt facilities of $2,719.9. The Company's Amended and Restated Revolving Credit Agreement, which matures in 2016, currently provides for revolving credit loans and the issuance of letters of credit in an aggregate amount of up to $450. The Company had $30.0 outstanding borrowings under 14

SLIDE 15

ur revolving credit facility, and $407.8 available as of December 31, 2013, taking into account outstanding borrowings and $12.2 of
utstanding letters of credit.

Advances under the Company's $200 receivables securitization program, as amended, are not considered debt for purposes of the Company’s debt compliance covenants, but are included in total debt on the balance sheet. At December 31, 2013, there was $106.0

utstanding under this facility.

Under the terms of the Company’s credit agreement, the ratio of the Company’s indebtedness to its earnings before interest taxes depreciation and amortization (EBITDA), as defined in the agreements and detailed below, cannot be greater than 4.0 to 1, and may not remain above 3.5 to 1 for more than four consecutive quarters. If and so long as the ratio is above 3.5 to 1 for any period, the Company is required to pay additional interest expense for the period in which the ratio exceeds 3.5 to 1. The interest rate margin and certain fees vary depending on the indebtedness to EBITDA ratio. Under the Company’s private placement note agreements, indebtedness to EBITDA may not be greater than 4.0 to 1; if the ratio is above 3.5 to 1 for any quarter, the Company is required to pay additional interest on the private placement notes of 0.75% per annum for each quarter until the ratio is reduced to not more than 3.5 to 1. In addition, under the credit agreement, the ratio of its current year earnings before interest and taxes (EBIT), as defined in the agreement, to total interest expense must exceed 3.0 to 1. Under the credit agreements, EBITDA is defined as net earnings, as adjusted to add-back interest expense, income taxes, depreciation and amortization, all of which are determined in accordance with GAAP. In addition, the credit agreement allows certain non- cash charges such as stock award amortization and asset write-offs including, but not limited to, impairment and accelerated depreciation, to be “added-back” in determining EBITDA for purposes of the indebtedness ratio. Severance and other cash charges incurred as a result of restructuring and realignment activities as well as expenses incurred in acquisition integration activities are included as reductions in EBITDA for calculation of the indebtedness ratio. In the event of an acquisition, EBITDA is calculated on a pro forma basis to include the trailing twelve-month EBITDA of the acquired company or brands. Total debt is calculated in accordance with GAAP, but excludes outstanding borrowings under the receivable securitization program. EBIT is calculated in a fashion identical to EBITDA except that depreciation and amortization are not “added-back”. Total interest expense is calculated in accordance with GAAP. The Company’s ratio of indebtedness to its EBITDA was 2.4 to 1, and the ratio of its EBIT to total interest expense was 5.8 to 1, as of December 31, 2013. In addition to the financial covenants described above, the credit agreements and the note purchase agreements contain customary representations and affirmative and negative covenants, including limitations on liens, sales of assets, subsidiary indebtedness, mergers and similar transactions, changes in the nature of the business of the Company and transactions with affiliates. If the Company fails to comply with the financial covenants referred to above or with other requirements of the credit agreement or private placement note agreements, the lenders would have the right to accelerate the maturity of the debt. Acceleration under one of these facilities would trigger cross defaults on other borrowings. Aggregate maturities of long-term debt, including current maturities, at December 31, 2013 are as follows: $220.0 in one year, $220.0 in two years, $290.0 in three years, $310.0 in four years, zero in five years and $1,100.0 thereafter. At this time, the Company intends to repay only scheduled debt maturities over the course of the next fiscal year with the intent to preserve committed liquidity. At December 31, 2013, substantially all of the Company's cash balances were located outside the U.S. Given our extensive international

perations, a significant portion of our cash is denominated in foreign currencies. We manage our worldwide cash requirements by reviewing

available funds among the many subsidiaries through which we conduct our business and the cost effectiveness with which those funds can be accessed. The repatriation of cash balances from certain of our subsidiaries could have adverse tax consequences or be subject to regulatory capital requirements; however, those balances are generally available without legal restrictions to fund ordinary business

perations. U.S. income taxes have not been provided on certain undistributed earnings of international subsidiaries. Our intention is to

reinvest these earnings outside the U.S. indefinitely. The counterparties to deposits consist of a number of major financial institutions. The Company consistently monitors positions with, and credit ratings of, counterparties both internally and by using outside ratings agencies. Note 9 – Shareholders' Equity Beginning in September 2000, the Company’s Board of Directors has approved a series of resolutions authorizing the repurchase of shares

f Energizer common stock, with no commitments by the Company to repurchase such shares. On April 30, 2012, the Board of Directors

approved the repurchase of up to ten million shares. The Company did not repurchase any shares of the Company's common stock, other than a small number of shares 15

SLIDE 16

related to the net settlement of certain stock awards for tax withholding purposes, during the quarter ended December 31, 2013. The Company has approximately six million shares remaining under the above noted Board authorization to repurchase its common stock in the

future. Future share repurchases, if any, would be made on the open market, privately negotiated transactions or otherwise, in such

amounts and at such times as the Company deems appropriate based upon prevailing market conditions, business needs and other factors. On November 4, 2013, the Company's Board of Directors declared a dividend for the first quarter of fiscal 2014 of $0.50 per share of Common Stock, which was paid on December 17, 2013. The dividend paid totaled $31.3. Subsequent to the quarter, on January 27, 2014, the Company's Board of Directors declared a dividend for the second quarter of fiscal 2014

f $0.50 per share of Common Stock, which will be paid on March 12, 2014 and is expected to be approximately $31.

Note 10 – Financial Instruments and Risk Management At times, the Company enters into contractual arrangements (derivatives) to reduce its exposure to foreign currency, interest rate and commodity price risks. The section below outlines the types of derivatives that existed at December 31, 2013 and September 30, 2013, as well as the Company’s objectives and strategies for holding derivative instruments. Commodity Price Risk The Company uses raw materials that are subject to price volatility. At times, 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 materials and

commodities. At December 31, 2013, there were no open derivative or hedging instruments for future purchases of raw materials or

commodities. Foreign Currency Risk A significant share of the Company’s sales are tied to currencies other than the U.S. dollar, the Company’s reporting currency. As such, a weakening of currencies relative to the U.S. dollar can have a negative impact to reported

earnings. Conversely, strengthening of currencies relative to the U.S. dollar can improve reported results. The primary currencies to which

the Company is exposed include the Euro, the Japanese Yen, the British pound, the Canadian dollar and the Australian dollar. Additionally, the Company’s foreign subsidiaries enter into internal and external transactions that create non-functional 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

r loss recorded in Other financing items, net on the Consolidated Statements of Earnings and Comprehensive Income (Condensed). The

primary currency to which the Company’s foreign subsidiaries are exposed is the U.S. dollar. Interest Rate Risk The Company has interest rate risk with respect to interest expense on variable rate debt. At December 31, 2013, the Company had $161.1 of variable rate debt outstanding, which was primarily outstanding borrowings under the Company's receivable securitization program and its Revolving Credit Agreement. Cash Flow Hedges At December 31, 2013, the Company maintains a cash flow hedging program related to foreign currency risk. These derivative instruments have a high correlation to the underlying exposure being hedged and have been deemed highly effective for accounting purposes in offsetting the associated risk. The Company enters into a series of forward currency contracts to hedge the cash flow uncertainty of forecasted inventory purchases due to currency fluctuations. These transactions are accounted for as cash flow hedges. At December 31, 2013 and September 30, 2013, the Company had an unrealized pre-tax gain on these forward currency contracts accounted for as cash flow hedges of $3.8 and $1.5, respectively, included in Accumulated other comprehensive loss on the Consolidated Balance Sheets (Condensed). Assuming foreign exchange rates versus the U.S. dollar remain at December 31, 2013 levels over the next twelve months, approximately $3.7 of the pre-tax gain included in Accumulated other comprehensive loss at December 31, 2013, is expected to be included in earnings. Contract maturities for these hedges extend into fiscal year 2015. There were 78 open foreign currency contracts at December 31, 2013 with a total notional value

f approximately $306.

Derivatives not Designated in Hedging Relationships The Company holds a share option with a major financial institution to mitigate the impact of changes in certain of the Company’s deferred compensation liabilities, which are 16

SLIDE 17

tied to the Company’s common stock price. The contract is renewed on an annual basis and will expire again in November 2014. Period activity related to the share option is classified in the same category in the cash flow statement as the period activity associated with the Company’s deferred compensation liability, which is cash flow from operations. 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 quarter ended December 31, 2013 and December 31, 2012 resulted in income of $8.8 and $0.3, respectively, and was recorded in Other financing items, net on the Consolidated Statements of Earnings and Comprehensive Income (Condensed). There were 18 open foreign currency derivative contracts which are not designated as cash flow hedges at December 31, 2013, with a total notional value of approximately $311. 17

SLIDE 18

The following table provides estimated fair values as of December 31, 2013 and September 30, 2013, and the amounts of gains and losses

n derivative instruments classified as cash flow hedges for the three months ended December 31, 2013 and 2012.

At December 31, 2013

For the Three Months Ended December 31, 2013

Derivatives designated as Cash Flow Hedging Relationships Estimated Fair Value, Asset (Liability) (1) (2) Gain/(Loss) Recognized in OCI (3) Gain/(Loss) Reclassified From OCI into Income(Effective Portion) (4) (5) Foreign currency contracts

3.8 $ 4.6 $ 2.3 Total

3.8 $ 4.6 $ 2.3 At September 30, 2013

For the Three Months Ended December 31, 2012

1.5 $ 6.7 $ (1.0) Interest rate contracts — — (0.3) Total

1.5 $ 6.7 $ (1.3) (1) All derivative assets are presented in other current assets or other assets. (2) All derivative liabilities are presented in other current liabilities or other liabilities. (3) OCI is defined as other comprehensive income. (4) Gain/(Loss) reclassified to Income was recorded as follows: Foreign currency contracts in Other financing items. (5) Each of these derivative instruments had a high correlation to the underlying exposure being hedged for the periods indicated and had been deemed highly effective in offsetting associated risk.

The following table provides estimated fair values as of December 31, 2013 and September 30, 2013, and the amounts of gains and losses

n derivative instruments not classified as cash flow hedges for the three months ended December 31, 2013 and 2012, respectively.

At December 31, 2013 For the Three Months Ended December 31, 2013 Derivatives not designated as Cash Flow Hedging Relationships Estimated Fair Value Asset (Liability) Gain/(Loss) Recognized in Income (1) Share option

0.8

7.4 Foreign currency contracts 6.2 8.8 Total

7.0

16.2 At September 30, 2013 For the Three Months Ended December 31, 2012 Derivatives not designated as Cash Flow Hedging Relationships Estimated Fair Value Asset (Liability) Gain/(Loss) Recognized in Income (1) Share option

7.7

3.8 Commodity contracts — (1.9) Foreign currency contracts (3.2) 0.3 Total

4.5

2.2 (1) Gain/(Loss) recognized in Income was recorded as follows: Share option in Selling, general and administrative expense and foreign currency contracts in Other financing items, net.

SLIDE 19

Effective October 1, 2013, the Financial Accounting Standards Board (FASB) issued a new accounting standard update (ASU) to clarify the scope of disclosures about offsetting assets and liabilities. The standard limits the scope of the new balance sheet offsetting disclosures to derivatives, repurchase agreements and securities lending transactions to the extent they are offset in the financial statements or subject to an enforceable master netting arrangement or similar agreement. The Company has the following recognized financial assets and financial liabilities resulting from those transactions that meet the scope of the disclosure requirements as necessitated by applicable accounting guidance for balance sheet offsetting: Offsetting of derivative assets

At December 31, 2013 At September 30, 2013 Description Balance Sheet location Gross amounts of recognized assets Gross amounts

ffset in the

Balance Sheet Net amounts of

assets presented

in the Balance Sheet Gross amounts of

recognized assets Gross amounts

ffset in the

Balance Sheet Net amounts of assets presented in the Balance Sheet Foreign Currency Contracts Other Current Assets, Other Assets $ 15.5 $ — $ 15.5 $ 7.3 $ (0.6) $ 6.7

Offsetting of derivative liabilities

At December 31, 2013 At September 30, 2013 Description Balance Sheet location Gross amounts of recognized liabilities Gross amounts

ffset in the

Balance Sheet Net amounts of liabilities presented in the Balance Sheet Gross amounts of recognized liabilities Gross amounts

ffset in the

Balance Sheet Net amounts of liabilities presented in the Balance Sheet Foreign Currency Contracts Other Current Liabilities, Other Liabilities

5.5 $ — $ 5.5 $ 8.6 $ (0.2) $ 8.4

The net amounts of derivative assets and liabilities are reconciled to the individual line item amounts presented in the Consolidated Balance Sheet (Condensed). Fair Value Hierarchy Accounting guidance on fair value measurements for certain financial assets and liabilities requires that assets and liabilities carried at fair value be classified in one of the following three categories: Level 1: Quoted market prices in active markets for identical assets or liabilities. Level 2: Observable market based inputs or unobservable inputs that are corroborated by market data. Level 3: Unobservable inputs reflecting the reporting entity’s own assumptions or external inputs from inactive markets. 19

SLIDE 20

Under the fair value accounting guidance hierarchy, an entity is required to maximize the use of quoted market prices and minimize the use

f unobservable inputs. The following table sets forth the Company’s financial assets and liabilities, which are carried at fair value, as of

December 31, 2013 and September 30, 2013 that are measured on a recurring basis during the period, segregated by level within the fair value hierarchy: Level 2 December 31, 2013 September 30, 2013 Assets/(Liabilities) at estimated fair value: Deferred Compensation $ (174.4) $ (167.6) Derivatives - Foreign Currency Contracts

10.0

(1.7) Share Option 0.8 7.7 Net Liabilities at estimated fair value $ (163.6) $ (161.6) At December 31, 2013 and September 30, 2013, the Company had no level 1 or level 3 financial assets or liabilities. At December 31, 2013 and September 30, 2013, the fair market value of fixed rate long-term debt was $2,226.5 and $2,262.3, respectively, compared to its carrying value of $2,138.8 and $2,138.8, respectively. The estimated fair value of the long-term debt is estimated using yields obtained from independent pricing sources for similar types of borrowing arrangements. The estimated fair value of fixed rate long-term debt has been determined based on level 2 inputs. Due to the nature of cash and cash equivalents and short-term borrowings, including notes payable, carrying amounts on the balance sheets approximate fair value. The estimated fair value of cash and cash equivalents and short-term borrowings have been determined based on level 2 inputs. At December 31, 2013, the estimated fair value of foreign currency, is the amount that the Company would receive or pay to terminate the contracts, considering first, quoted market prices of comparable agreements, or in the absence of quoted market prices, such factors as interest rates, currency exchange rates and remaining maturities. The estimated fair value of the deferred compensation liability is determined based upon the quoted market prices of the Energizer Common Stock Unit Fund as well as other investment options that are

ffered under the plan.

Venezuela Currency Risk The Company has investments in Venezuelan affiliates. Venezuela is considered highly inflationary under GAAP as of January 1, 2010. In addition, the conversion of local monetary assets to U.S. dollars is restricted by the Venezuelan

government. The Venezuelan government has established the official exchange rate for qualifying dividends and imported goods and

services, equal to 6.30 Bolivares Fuertes to one U.S. dollar. Transactions at the official exchange rate are subject to CADIVI (the Venezuelan government's Foreign Exchange Administrative Commission). In accordance with GAAP, our overall results in Venezuela are reflected in the Consolidated Financial Statements at the official exchange rate. When the Venezuelan government changed the official exchange rate of the Bolivar Fuerte from 4.30 per U.S. dollar to 6.30 per U.S. dollar in February 2013 it also established a new auction-based exchange rate market program, referred to as SICAD. SICAD allows entities in specific sectors to bid for U.S. dollars to be used for specified import

transactions. As of December 31, 2013, the Company has not utilized the SICAD auction system. On January 24, 2014, the Venezuelan

government made a number of announcements related to the SICAD program. We continue to monitor this situation, including the impact restrictions may have on our future business operations. At this time, the Company is unable to predict with any degree of certainty how recent and future developments in Venezuela will affect our Venezuela operations, if at all. At December 31, 2013, the Company had approximately $65 in net monetary assets in Venezuela at the official exchange rate. Depending on the ultimate transparency and liquidity of the SICAD market, it is possible that the Company may remeasure a portion of our net monetary balances at the SICAD rate. To the extent that the SICAD rate is higher than the official exchange rate at the time our net monetary balances are remeasured, this could result in an additional devaluation charge, which could be material. The most recent transactions executed through SICAD auctions have been 11.40 Bolivares Fuertes to one U.S. dollar. 20

SLIDE 21

Note 11 – Accumulated Other Comprehensive (Loss)/Income Effective October 1, 2013, the FASB issued a new ASU on reporting of amounts reclassified out of accumulated other comprehensive

income. The standard requires that public companies present information about reclassification adjustments from accumulated other

comprehensive income in their interim and annual financial statements in a single note or on the face of the financial statements or cross reference to the related footnote for additional information. The following table presents the changes in accumulated other comprehensive income (AOCI), net of tax by component: Foreign Currency Translation Adjustments Pension/Postretirement Activity Hedging Activity Total Balance at September 30, 2013 $ 4.8 $ (178.2) $

0.5 $

(172.9) OCI before reclassifications 0.2 (0.3) 0.2

0.1

Reclassifications to earnings — 3.1 1.2 4.3 Balance at December 31, 2013 $ 5.0 $ (175.4) $ 1.9 $ (168.5) The following table presents the reclassifications out of AOCI: For the Three Months Ended December 31, 2013 Details of AOCI Components Amount Reclassified from AOCI (1) Affected Line Item in the Consolidated Statements of Earnings Gains and losses on cash flow hedges Foreign exchange contracts $ 2.3 Other financing items, net 2.3 Total before tax (1.1) Tax (expense)/benefit $ 1.2 Net of tax Amortization of defined benefit pension/postretirement items Actuarial losses 4.7 (2) Curtailment gain

0.1

(2) 4.8 Total before tax (1.7) Tax (expense)/benefit $ 3.1 Net of tax Total reclassifications for the period $ 4.3 Net of tax

(1) Amounts in parentheses indicate debits to profit/loss. (2) These AOCI components are included in the computation of net periodic benefit cost (see Note 7 for further details).

SLIDE 22

Note 12 – Supplemental Financial Statement Information December 31, 2013 September 30, 2013 Inventories Raw materials and supplies $ 95.6 $ 95.2 Work in process 122.2

150.2 Finished products

393.8 370.9 Total inventories $ 611.6 $ 616.3 Other Current Assets Miscellaneous receivables $

100.9 $ 56.7 Deferred income tax benefits

208.8 211.7 Prepaid expenses

108.1 87.5 Value added tax collectible from customers 64.1 57.6 Share option 0.8

7.7

Income taxes receivable 52.0 31.1

Other 26.6 20.9 Total other current assets $ 561.3 $ 473.2 Property, Plant and Equipment Land $ 45.2 $ 39.1 Buildings

300.5

283.9 Machinery and equipment 1,858.9 1,799.2 Construction in progress 83.2 63.7

Total gross property

2,287.8 2,185.9 Accumulated depreciation (1,440.2) (1,430.3) Total property, plant and equipment, net $ 847.6 $ 755.6 Other Current Liabilities Accrued advertising, sales promotion and allowances $

110.6 $ 100.3 Accrued trade allowances 102.7

93.1 Accrued salaries, vacations and incentive compensation 58.6

112.0 Returns reserve

19.8 49.8 2013 restructuring reserve 23.0 20.6 Other 196.9 198.2 Total other current liabilities $

511.6 $ 574.0

Other Liabilities Pensions and other retirement benefits $ 332.4 $ 315.9 Deferred compensation 174.7 167.8 Deferred income tax liabilities 571.3 541.7 Other non-current liabilities 87.5 86.2 Total other liabilities $ 1,165.9 $

1,111.6 See Note 2 for a summary of the preliminary valuation of assets acquired and liabilities assumed in the feminine care acquisition. Note 13 – Recently issued accounting pronouncements No new accounting pronouncements issued during the quarter are expected to have a material impact on the Consolidated Financial Statements.

SLIDE 23

Note 14 – Legal Proceedings/Contingencies The Company and its subsidiaries are parties to a number of legal proceedings in various jurisdictions arising out of the operations of the Company's businesses. 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. However, 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, are not reasonably likely to be material to the Company's financial position, results of operations, or cash flows, taking into account established accruals for estimated liabilities. Note 15 – Guarantor and Non-Guarantor Financial Information - (Unaudited) The Company's notes issued in May 2011 and May 2012 (collectively the "Notes") are fully and unconditionally guaranteed on a joint and several basis by the Company's existing and future direct and indirect domestic subsidiaries that are guarantors of any of the Company's credit agreements or other indebtedness for borrowed money (the “Guarantors”). The Guarantors are 100% owned either directly or indirectly by the Company and jointly and severally guarantee the Company's obligations under the Notes and substantially all of the Company's

ther outstanding indebtedness. The Company's subsidiaries organized outside of the U.S. and certain domestic subsidiaries, which are not

guarantors of any of the Company's other indebtedness, (collectively, the “Non-Guarantors”) do not guarantee the Notes. The subsidiary guarantee with respect to the Notes is subject to release upon sale of all of the capital stock of the Subsidiary Guarantor; if the guarantee under the Company's credit agreements and other indebtedness for borrowed money is released or discharged (other than due to payment under such guarantee); or when the requirements for legal defeasance are satisfied or the obligations are discharged in accordance with the indenture. Set forth below are the condensed consolidating financial statements presenting the results of operations, financial position and cash flows of the Parent Company (Energizer Holdings, Inc.), the Guarantors on a combined basis, the Non-Guarantors on a combined basis and eliminations necessary to arrive at the information for the Company as reported, on a consolidated basis. Eliminations represent adjustments to eliminate investments in subsidiaries and intercompany balances and transactions between or among the Parent Company, the Guarantor and the Non-Guarantor subsidiaries. In addition, the Company has revised certain elements of its previously filed consolidating statements as shown in the tables and revisions presented below. 23

SLIDE 24

Consolidated Statements of Earnings (Condensed) For the Quarter Ended December 31, 2013 Parent Company Guarantors Non- Guarantors Eliminations Total Net Sales $ — $ 626.2 $ 643.4 $ (155.7) $ 1,113.9 Cost of products sold — 389.8 366.1 (153.8) 602.1 Gross Profit — 236.4 277.3 (1.9)

511.8 Selling, general and administrative expense

—

101.2 102.3

— 203.5 Advertising and sales promotion expense — 44.8 36.3

(0.1) 81.0 Research and development expense

— 21.4

0.5

— 21.9 2013 restructuring — 17.7 6.7 — 24.4 Interest expense

30.1

—

1.1

— 31.2 Intercompany interest (income)/expense (29.6) 29.6 — — — Other financing expense/(income) —

0.1

(2.1) — (2.0) Intercompany service fees — 2.1 (2.1) — — Equity in earnings of subsidiaries (109.4) (100.2) — 209.6 — Earnings before income taxes 108.9 119.7 134.6 (211.4) 151.8 Income taxes

1.0

13.7 31.0 (1.8) 43.9 Net earnings $ 107.9 $ 106.0 $ 103.6 $ (209.6) $ 107.9 Statement of Comprehensive Income: Net Earnings $ 107.9 $ 106.0 $ 103.6 $ (209.6) $ 107.9 Other comprehensive income/(loss), net of tax 4.4 (1.9) 1.9 — 4.4 Total comprehensive income $ 112.3 $ 104.1 $

105.5 $

(209.6) $ 112.3 24

SLIDE 25

Consolidated Statements of Earnings (Condensed) For the Quarter Ended December 31, 2012 Parent Company Guarantors Non- Guarantors Eliminations Total Net Sales $ — $ 690.9 $ 640.4 $ (138.8) $ 1,192.5 Cost of products sold — 413.5 357.2 (139.8) 630.9 Gross Profit — 277.4 283.2

1.0

561.6 Selling, general and administrative expense — 89.6 110.9 — 200.5 Advertising and sales promotion expense — 47.5 47.3 — 94.8 Research and development expense — 24.5

0.1

— 24.6 2013 restructuring — 44.5 4.5 — 49.0 Pension curtailment — (37.4) — — (37.4) Interest expense 32.0 —

1.5

— 33.5 Intercompany interest (income)/expense (31.3) 31.4

(0.1)

— — Other financing expense — 2.2 5.7 — 7.9 Intercompany dividends/service fees — 4.4 (4.4) — — Equity in earnings of subsidiaries

(131.5)

(83.6) —

215.1

— Earnings before income taxes 130.8 154.3 117.7 (214.1) 188.7 Income taxes

1.0

28.8 28.1

1.0

58.9 Net earnings $ 129.8 $ 125.5 $ 89.6 $ (215.1) $ 129.8 Statement of Comprehensive Income: Net Earnings $ 129.8 $ 125.5 $ 89.6 $ (215.1) $ 129.8 Other comprehensive (loss)/income, net of tax

(1.5) (10.6)

18.7 (8.1)

(1.5) Total comprehensive income

$ 128.3 $ 114.9 $ 108.3 $ (223.2) $ 128.3 25

SLIDE 26

Consolidated Balance Sheets (Condensed) December 31, 2013 Parent Company Guarantors Non- Guarantors Eliminations

Total Assets Current Assets Cash and cash equivalents

$ — $

5.5 $

876.0 $ — $ 881.5

Trade receivables, net (a)

— 7.8 455.6 — 463.4 Inventories — 342.4 303.6 (34.4) 611.6 Other current assets 39.1 304.1 231.2 (13.1) 561.3

Total current assets 39.1

659.8 1,866.4 (47.5) 2,517.8 Investment in subsidiaries 7,121.3 2,018.8 — (9,140.1) — Intercompany receivables, net (b) — 4,163.0 354.0 (4,517.0) —

Intercompany notes receivable (b) 2,155.1 4.1

(2,159.2) — Property, plant and equipment, net — 462.3 385.3 — 847.6 Goodwill — 1,079.5 397.8 — 1,477.3 Other intangible assets, net — 1,670.0 206.0 1,876.0 Other assets 9.7 12.9 59.2 — 81.8

Total assets

$ 9,325.2 $ 10,070.4 $ 3,268.7 $ (15,863.8) $ 6,800.5 Current liabilities $ 269.1 $ 359.1 $ 576.9 $ (23.8) $ 1,181.3 Intercompany payables, net (b) 4,517.0 — — (4,517.0) —

Intercompany notes payable (b)

— 2,155.1 4.1 (2,159.2) —

Long-term debt 1,918.8

— — — 1,918.8 Other liabilities 85.8 857.1 223.0 — 1,165.9 Total liabilities 6,790.7 3,371.3 804.0 (6,700.0) 4,266.0 Total shareholders' equity 2,534.5 6,699.1 2,464.7 (9,163.8) 2,534.5 Total liabilities and shareholders' equity $ 9,325.2 $ 10,070.4 $ 3,268.7 $ (15,863.8) $ 6,800.5

(a) Trade receivables, net for the Non-Guarantors includes $226.9 at December 31, 2013 of U.S. trade receivables sold from the Guarantors

to Energizer Receivables Funding Corp ("ERF"), a 100% owned, special purpose subsidiary, which is a non-guarantor of the Notes. These receivables are used by ERF to securitize the borrowings under the Company's receivable securitization facility. The trade receivables are short-term in nature (on average less than 90 days). As payment of the receivable obligation is received from the customer, ERF remits the cash to the Guarantors in payment for the purchase of the receivables. Cost and expenses paid by ERF related to the receivable securitization facility are re-billed to the Guarantors by way of intercompany services fees.

(b) Intercompany activity includes notes that bear interest due from the Guarantors to the Parent Company. Interest rates on these notes

approximate the interest rates paid by the Parent on third party debt. Additionally, other intercompany activities include product purchases between Guarantors and Non-Guarantors, charges for services provided by the parent and various subsidiaries to other affiliates within the consolidated entity and other intercompany activities in the normal course of business. 26

SLIDE 27

Consolidated Balance Sheets (Condensed) September 30, 2013 Parent Company Guarantors Non- Guarantors Eliminations

Total Assets Current assets Cash and cash equivalents

$ 8.0 $ 8.4 $ 981.9 $ — $ 998.3

Trade receivables, net (a)

—

11.8

468.8 — 480.6 Inventories — 334.7 312.7 (31.1) 616.3 Other current assets 23.5 270.5 194.7

(15.5)

473.2

Total current assets 31.5

625.4 1,958.1 (46.6) 2,568.4 Investment in subsidiaries 7,007.5 1,920.7 — (8,928.2) — Intercompany receivables, net (b) — 4,258.8 260.1 (4,518.9) —

Intercompany notes receivable (b)

2,180.3 4.5 — (2,184.8) — Property, plant and equipment, net — 474.7 280.9 — 755.6 Goodwill — 1,104.9 370.9 — 1,475.8 Other intangible assets, net — 1,629.5 206.0 — 1,835.5 Other assets

10.2 13.4 58.5

— 82.1

Total assets

$ 9,229.5 $ 10,031.9 $ 3,134.5 $ (15,678.5) $ 6,717.4 Current liabilities $ 184.4 $ 421.3 $ 572.5 $ (24.8) $ 1,153.4 Intercompany payables, net (b) 4,518.9 — — (4,518.9) —

Intercompany notes payable (b)

— 2,180.3 4.5 (2,184.8) —

Long-term debt

1,998.8 — — — 1,998.8 Other liabilities 73.8 839.6 198.2 —

1,111.6 Total liabilities

6,775.9 3,441.2 775.2 (6,728.5) 4,263.8 Total shareholders' equity 2,453.6 6,590.7 2,359.3 (8,950.0) 2,453.6 Total liabilities and shareholders' equity $ 9,229.5 $ 10,031.9 $ 3,134.5 $ (15,678.5) $ 6,717.4

(a) Trade receivables, net for the Non-Guarantors includes $221.4 at September 30, 2013 of U.S. trade receivables sold from the Guarantors

(b) Intercompany activity includes notes that bear interest due from the Guarantors to the Parent Company. Interest rates on these notes

SLIDE 28

Consolidated Statements of Cash Flows (Condensed) For the Three Months Ended December 31, 2013 Parent Company Guarantors Non- Guarantors Eliminations Total Net cash flow (used by)/from operations $ (10.8) $ 30.2 $ 34.4 $ (2.7) $

51.1

Cash Flow from Investing Activities Capital expenditures — (12.0) (8.3) — (20.3) Proceeds from sale of assets — 3.3 0.2 — 3.5 Feminine care acquisition

(50.1)

(135.2) — (185.3) Proceeds from intercompany notes — 0.4 — (0.4) — Intercompany receivable/payable, net (30.0) (28.1) (28.0) 86.1 — Payment for equity contributions — (0.7) — 0.7 — Net cash (used by)/from investing activities (30.0) (87.2) (171.3) 86.4 (202.1) Cash Flow from Financing Activities Net increase/(decrease) in debt with

riginal maturity days of 90 or less

30.0

(3.9) 32.2 — 58.3 Payments for intercompany notes — — (0.4) 0.4 — Proceeds from issuance of common

stock 2.0

— — — 2.0 Excess tax benefits from share-

based payments 4.0

— — — 4.0 Cash dividends paid (31.3) — — — (31.3)

Intercompany receivable/payable, net 28.1 58.0

— (86.1) — Payment for equity contributions — — 0.7 (0.7) — Intercompany dividend — — (2.7) 2.7 — Net cash (used by)/from financing

activities

32.8

54.1

29.8 (83.7) 33.0

Effect of exchange rate changes on cash

— — 1.2 — 1.2

Net (decrease) in cash and cash equivalents (8.0)

(2.9)

(105.9)

— (116.8) Cash and cash equivalents, beginning

f period

8.0 8.4 981.9 — 998.3 Cash and cash equivalents, end of period $ — $

5.5

$ 876.0 $ — $ 881.5 28

SLIDE 29

Consolidated Statements of Cash Flows (Condensed) For the Three Months Ended December 31, 2012 Parent Company Guarantors Non- Guarantors Eliminations Total Net cash flow (used by)/from operations $ (21.9) $ 27.4 $ 86.6 $ (20.5) $ 71.6 Cash Flow from Investing Activities Capital expenditures — (10.3)

(5.1)

— (15.4)

Proceeds from sale of assets

— —

0.1

—

0.1 Proceeds from intercompany notes 106.5

—

5.1 (111.6

)

—

Intercompany receivable/payable, net (65.0)

(33.6) (60.0) 158.6 — Other, net — —

(0.1)

—

(0.1) Net cash from/(used by) investing activities 41.5

(43.9) (60.0) 47.0 (15.4) Cash Flow from Financing Activities Cash payments on debt with original maturities greater than 90 days

(106.5)

— — —

(106.5) Net increase in debt with original maturity days of 90 or less 65.0 4.5 61.6

—

131.1 Payments for intercompany notes

—

(111.6

)

—

111.6

— Proceeds from issuance of common

stock

6.6 — — — 6.6

Excess tax benefits from share-based payments 2.5

— — — 2.5 Cash dividends paid (24.8) — — — (24.8)

Intercompany receivable/payable, net

33.6

125.0

— (158.6) — Intercompany dividend — — (20.5)

20.5

— Net cash (used by)/from financing

activities

(23.6) 17.9

41.1 (26.5)

8.9

Effect of exchange rate changes on cash

— — 3.5 — 3.5

Net (decrease)/increase in cash and cash equivalents (4.0) 1.4 71.2

— 68.6 Cash and cash equivalents, beginning of

period 4.0

9.2 705.3 — 718.5 Cash and cash equivalents, end of period $ — $

10.6 $

776.5 $ — $ 787.1 29

SLIDE 30

Energizer Holdings, Inc. Items 2 and 3. Management’s Discussion and Analysis of Financial Condition and Results of Operations, and Quantitative and Qualitative Disclosures About Market Risk (In millions, except per share data - Unaudited) The following discussion is a summary of the key factors management considers necessary in reviewing Energizer Holdings, Inc.'s (the Company or Energizer) historical basis results of operations, operating segment results, and liquidity and capital resources. Statements in the Management’s Discussion and Analysis of Financial Condition and Results of Operations that are not historical may be considered forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. See “Forward-Looking Statements”

presented below. The Company reports results in two segments: Personal Care, which includes wet shave, skin care, feminine care and infant care products and Household Products, which includes batteries and portable lighting products. This discussion should be read in conjunction with the accompanying unaudited financial statements and notes thereto for the quarter ended December 31, 2013 and the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2013 filed on November 21, 2013.

Non-GAAP Financial Measures Non-GAAP Financial Measures. While the Company reports financial results in accordance with accounting principles generally accepted in the U.S. (“GAAP”), this discussion includes non-GAAP measures. These non-GAAP measures, such as historical and forward-looking adjusted net earnings per diluted share, operating results, organic sales and other comparison changes, exclude the impact of currencies, the costs associated with restructuring, costs associated with acquisitions and integration as well as acquisition inventory valuation, pension curtailment and certain other items as outlined in this announcement, are not in accordance with, nor are they a substitute for, GAAP

measures. Additionally, we are unable to provide a reconciliation of forward-looking adjusted net earnings per diluted share due to uncertainty

regarding future restructuring related charges and the impact of fluctuations in foreign currencies and the cost of raw materials. The Company believes these non-GAAP measures provide a meaningful comparison to the corresponding historical or future 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. Industry and Market Data Unless we indicate otherwise, we base the information concerning our industry contained or incorporated by reference herein on our general knowledge of and expectations concerning the industry. Our market position, market share and industry market size is based on our estimates using our internal data and estimates, based on data from various industry analyses, our internal research and adjustments and assumptions that we believe to be reasonable. We have not independently verified data from industry analyses and cannot guarantee their accuracy or completeness. In addition, we believe that data regarding the industry, market size and our market position and market share within such industry provide general guidance but are inherently imprecise. Further, our estimates and assumptions involve risks and uncertainties and are subject to change based on various factors, including those discussed in the “Risk Factors” section of our Annual Report on Form 10-K for the year ended September 30, 2013. These and other factors could cause results to differ materially from those expressed in the estimates and assumptions. Retail sales for purposes of market size, market position and market share information are based on retail sales in U.S. dollars. Forward-Looking Statements This document contains both historical and forward-looking statements. Forward-looking statements are not based on historical facts but instead reflect our expectations, estimates or projections concerning future results or events, including, without limitation, statements regarding future company-wide or segment sales, earnings and earnings per share, investments, capital expenditures, product launches, consumer trends, the competitive environment, cost savings related to restructuring projects, and the timing of such savings, costs necessary to achieve those savings, improvements to working capital levels and the timing and savings associated with such improvements, the impact of price increases, advertising and promotional spending, the impact of foreign currency movements, category value and future growth in our businesses. 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 30

SLIDE 31

words or phrases, and include the statements in the section entitled "Fiscal Year 2014 Financial Outlook." 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:

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 as well as offsetting hedges;
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. Highlights / Operating Results Net earnings for the quarter ended December 31, 2013 were $107.9, or $1.71 per diluted share, compared to $129.8, or $2.07 per diluted share, for the same quarter last year. Net earnings and diluted earnings per share (EPS) for the time periods presented were impacted by certain items related to restructuring and realignment activities, acquisition integration costs, the impact of a pension curtailment gain and certain other adjustments as described in the tables below. The impacts of these items on reported net earnings and reported net earnings per diluted share are provided below as a reconciliation of net earnings and net earnings per diluted share to adjusted net earnings and adjusted net earnings per diluted share, which are non-GAAP measures. 31

SLIDE 32

Quarter Ended December 31, Net Earnings Diluted EPS 2013 2012 2013 2012 Net Earnings/Diluted EPS - GAAP (Unaudited) $ 107.9 $ 129.8 $ 1.71 $ 2.07 Impacts, net of tax: Expense/(Income) 2013 Restructuring and related costs (1) 17.5 30.7 0.27 0.49 Feminine care acquisition/integration costs 3.1 — 0.06 — Acquisition inventory valuation 4.0 — 0.06 — Pension curtailment — (23.5) — (0.37) Other realignment/integration

0.1

0.7 —

0.01

Net Earnings/Diluted EPS - adjusted (Non-GAAP) $ 132.6 $ 137.7 $ 2.10 $ 2.20 Weighted average shares - Diluted 63.1 62.6

(1) Includes after-tax costs of $1.5, for the quarter ended December 31, 2013, associated with certain information technology and related activities, which are included in Selling, general and administrative expense (SG&A) on the Consolidated Statements of Earnings and Comprehensive Income (Condensed).

The following table provides a recap of the change in total net sales for the quarter ended December 31, 2013 as compared to the quarter ended December 31, 2012.

Net Sales - Total Company (In millions - Unaudited) Quarter Ended December 31, 2013 Q1 %Chg Net Sales - FY '13 $ 1,192.5 Organic (99.4) (8.3)%

Impact of currency

(23.3) (2.0)% Incremental impact of acquisitions 44.1 3.7 %

Net Sales - FY '14

$ 1,113.9 (6.6)% For the quarter, on a reported basis, net sales were $1,113.9, a decrease of $78.6, or 6.6%, as compared to the same period last year

including a decrease of 2.0% due to unfavorable currencies, primarily in Asia and Latin America. Exclusive of the impact of unfavorable currencies and the incremental impact of acquisitions, net sales declined 8.3% versus the prior year fiscal quarter primarily driven by customer losses in the Household Products segment, prior year hurricane response volumes that did not repeat in this fiscal year quarter, soft category dynamics across both segments and import restrictions in certain Latin American countries, primarily Venezuela and Argentina.

Gross margin for the first fiscal quarter decreased 120 basis points to 45.9%. The decrease in gross margin was primarily due to the impact of unfavorable currencies (approximately 110 basis points) and the acquisition inventory valuation adjustment (approximately 60 basis points). Excluding the impact of these items, gross margin increased 50 basis points versus the prior year fiscal quarter driven by savings from the 2013 restructuring project and favorable product costs. Total selling, general and administrative expense (SG&A) was $203.5, or 18.3% of net sales, for the current year quarter as compared to $200.5, or 16.8% of net sales, for the prior year quarter. The 150 basis point increase as a percent of net sales was primarily due to the top- line declines mentioned above. Included within the current quarter results were approximately $5 of incremental acquisition/integration costs and approximately $2 of information technology enablement costs that are recorded within SG&A but are considered part of the overall 2013 restructuring project. Excluding the impacts of these items and the impact of currencies, SG&A spending was below the year-ago quarter. Benefits realized from the 2013 restructuring project helped offset inflationary costs and 32

SLIDE 33

increased expenses recorded due to the mark-to-market impact of the Company's unfunded deferred compensation liability. For the quarter, advertising and sales promotion (A&P) was $81.0, or 7.3% of net sales as compared to $94.8 or 7.9% of net sales in the prior year quarter. The decreased spending versus the prior year quarter was primarily due to the timing of prior year product launch activities and the timing of current year advertising and promotional programs. Research and development (R&D) expense was $21.9 for the quarter ended December 31, 2013 as compared to $24.6 for the prior year

quarter. This decrease was due primarily to certain restructuring initiatives primarily in Household Products.

For the quarter ended December 31, 2013, the Company recorded pre-tax expense of $24.4 for charges related to the 2013 restructuring plan as compared to $49.0 in the prior year fiscal quarter:

Accelerated depreciation charges of $4.4 and $4.1 for the quarter ended December 31, 2013 and 2012, respectively, and non-cash

asset impairment charges of $19.3 for the quarter ended December 31, 2012, related primarily to plant closures,

Severance and related benefit costs of $5.9 and $13.6 for the quarter ended December 31, 2013 and 2012, respectively, associated

with staffing reductions that have been identified to date, and

Consulting, program management and other charges associated with the restructuring of $14.1 and $12.0 for the quarter ended

December 31, 2013 and 2012, respectively. The 2013 restructuring costs are reported on a separate line in the Consolidated Statements of Earnings and Comprehensive Income (Condensed). In addition, pre-tax costs of $2.3 for the quarter ended December 31, 2013 associated with certain information technology enablement activities related to the Company's restructuring initiatives were included in SG&A on the Consolidated Statement of Earnings and Comprehensive Income (Condensed). The information technology costs are considered part of the total project costs incurred for the restructuring initiative. In January 2014, the Company's Board of Directors authorized an expansion of scope of the previously announced 2013 restructuring project and delegated authority to the Company's management to determine the final actions with respect to the plan. The expansion of scope is expected to generate additional savings and the Company expects to incur additional charges in order to execute the planned initiatives. The total project (including the original and expanded scope) is expected to generate gross savings of approximately $300, an increase of $75 versus the previously announced Company estimates. In addition, total project restructuring charges are expected to be approximately $350, an increase of $100 versus the previously announced range. Actions related to the expanded plan are expected to be completed by the end of fiscal 2015, and savings are expected to be fully realized in fiscal 2016. The Company estimates that restructuring and restructuring related information technology enablement costs for the remainder of fiscal 2014 will be in the range of $75 to $105, inclusive of the incremental charges associated with the expanded project scope. The Company estimates that it realized approximately $46 in savings in the first fiscal quarter of 2014, an increase of $39 versus the prior fiscal year quarter. The primary impacts of savings were reflected in improved gross margin in Household Products and lower overhead

expenses. Project-to-date savings are estimated to be over $140. The Company estimates that gross savings will total approximately $100 for

the full fiscal year, bringing the cumulative total project gross savings to about $200 at the end of fiscal 2014. 33

SLIDE 34

In the first fiscal quarter of 2013, the Company approved and communicated changes to its U.S. pension plan, which is the most significant of the Company's pension obligations. Effective January 1, 2014, the pension benefit earned to date by active participants under the legacy Energizer U.S. pension plans was frozen and future service benefits are no longer being accrued under this retirement program. For the quarter ended December 31, 2012, the Company recorded a non-cash, pension curtailment gain of $37.4 related to the decision to freeze the U.S. pension plan. See Note 7 for additional information. The restructuring charges recorded in fiscal 2013 and 2012, as well as the non-cash pension curtailment gain noted above are presented as separate line items on the Consolidated Statements of Earnings and Comprehensive Income (Condensed). Interest expense was $31.2 for the quarter ended December 31, 2013, down $2.3 as compared to the prior year quarter. The decrease in interest expense for the quarter was due primarily to slightly lower average debt outstanding. Other financing income was $2.0 for the first fiscal quarter primarily reflecting the net impact of hedging contract gains offset by revaluation losses on nonfunctional currency balance sheet exposures, as compared to an expense of $7.9 in the prior fiscal year quarter. The prior year quarter results were driven primarily by foreign exchange losses related primarily to the strengthening of the U.S. dollar in relation to the Japanese Yen and a loss from the mark-to-market adjustment on certain commodity contracts. For the quarter, the Company's effective tax rate was approximately 28.9% as compared to 31.2% in the prior year quarter. The decrease in the effective tax rate was primarily due to the tax impact of the curtailment gain recorded in the prior year quarter. In addition, we continue to incur restructuring costs primarily in tax jurisdictions with higher statutory tax rates, which also positively impacts the current fiscal year effective tax rate. Recent Developments In October 2013, we completed the acquisition of the Stayfree pad, Carefree liner and o.b. tampon feminine care brands in the U.S., Canada and the Caribbean from Johnson & Johnson (the feminine care acquisition) for an aggregate cash purchase price off approximately $185. The Company financed the feminine care acquisition with available foreign cash of approximately $135 for the estimated value of assets acquired in Canada including the Johnson & Johnson, Inc. manufacturing plant in Montreal, Canada, and approximately $50 of U.S. cash, primarily from borrowings under the Company’s available debt facilities, for the estimated value of assets acquired in the U.S. Liabilities assumed as a result of the feminine care acquisition are limited primarily to certain employee benefit obligations. Combining these complementary businesses with our existing feminine care products provides the Company with brands in each of the key feminine hygiene

categories. There are no contingent payments, options or commitments associated with the feminine care acquisition.

Segment Results Operations for the Company are managed via two segments - Personal Care (Wet Shave, Skin Care, Feminine Care and Infant Care) and Household Products (Battery and Portable Lighting products). In October 2013, we completed the acquisition of the Stayfree pad, Carefree liner and o.b. tampon feminine care brands in the U.S., Canada and the Caribbean from Johnson & Johnson (the feminine care acquisition) and the financial performance related to these brands will be included in the Company’s Personal Care segment and within the Feminine Care product category. Segment performance is evaluated based on segment operating profit, exclusive of general corporate expenses, share-based compensation costs, costs associated with most restructuring initiatives including the 2013 restructuring detailed below, acquisition integration or business realignment activities and amortization of intangible assets. Financial items, such as interest income and expense, are managed on a global basis at the corporate level. The exclusion of the above mentioned items from segment results reflects management's view on how it evaluates segment performance. The Company's operating model includes a combination of stand-alone and combined business functions between the Personal Care and Household Products businesses, varying by country and region of the world. Shared functions include product warehousing and distribution, various transaction processing functions, and in some countries, a combined sales force and management. The Company applies an allocated cost basis, in which 34

SLIDE 35

the costs of shared segment business functions are allocated between the segments. Such allocations are estimates, and also do not represent the costs of such services if performed on a stand-alone basis. Effective October 1, 2013, the Company centralized certain corporate administrative functions across the organization as part of the 2013 restructuring project. A portion of these costs were previously reported at the segment level, but are now reported within General corporate and other expenses. Periods prior to this change have not been adjusted to conform to this current presentation. For the quarter ended December 31, 2013, the Company recorded a pre-tax inventory valuation adjustment of approximately $8 related to the feminine care acquisition representing the increased fair value of the inventory based on the estimated selling price of the finished goods acquired at the close date less the sum of (a) costs of disposal and (b) a reasonable profit allowance for the selling effort of the acquiring entity. Approximately $6.4 of this amount was recorded within Cost of products sold based upon the write-up and subsequent sale of inventory acquired in the feminine care acquisition for the quarter ended December 31, 2013. The remaining amount of the inventory valuation adjustment will be recorded to Cost of products sold during the second fiscal quarter, upon the subsequent sale of the inventory. These amounts are not reflected in the Personal Care segment, but rather presented as a separate line item below segment profit, as it is a non- recurring item directly associated with the feminine care acquisition. Such presentation reflects management’s view on how segment results are evaluated. For the quarter ended December 31, 2013, the Company recorded $24.4 in restructuring charges related to its 2013 restructuring. The 2013 restructuring charges were reported on a separate line in the Consolidated Statements of Earnings and Comprehensive Income (Condensed). In addition, pre-tax costs of $2.3 for the quarter ended December 31, 2013 associated with certain information technology enablement activities related to the Company's restructuring initiatives were included in SG&A on the Consolidated Statement of Earnings and Comprehensive Income (Condensed). The information technology costs are considered part of the total project costs incurred for the restructuring initiative. See Note 3 to the Condensed Financial Statements. This structure is the basis for the Company’s reportable operating segment information, as included in the tables in Note 1 to the Condensed Financial Statements for the quarter ended December 31, 2013. Segment sales and profitability for the quarter ended December 31, 2013 and 2012, respectively, are presented below. Personal Care Net Sales - Personal Care (In millions - Unaudited) Quarter Ended December 31, 2013 Q1 % Chg Net Sales - FY '13 $ 554.3 Organic (33.8) (6.1)% Impact of currency (14.4) (2.6)% Incremental impact of acquisitions 44.1 8.0 % Net Sales - FY '14 $ 550.2 (0.7)% For the quarter, net sales decreased 0.7% on a reported basis. Excluding the impact of currencies and the incremental impact of acquisition net sales, organic sales declined 6.1% versus the prior year quarter due primarily to soft U.S. category results in substantially all

f the Personal Care categories the Company competes, import restrictions in certain Latin American countries and lapping prior year

innovation launch volumes in North America. From a product standpoint, the net sales change on a reported and organic basis was due primarily to the following:

Wet Shave net sales decreased approximately 7% on a reported basis and decreased about 4% organically as higher sales of Hydro

branded systems were offset by lower sales of shave preps and legacy systems. 35

SLIDE 36

Skin Care net sales decreased approximately 11% on a reported basis and decreased approximately 8% on an organic basis due to

lower sales in North America and inventory import restrictions in certain Latin American countries, primarily Venezuela and Argentina.

Feminine Care net sales increased approximately 93% on a reported basis due to an incremental $44.1 sales from the recent
acquisition. Excluding the incremental impact of the acquisition and unfavorable currencies, organic sales declined approximately

12% due to U.S. category declines and competitive promotional activity.

All other product categories decreased due to continued competitive activity and category softness.

Segment Profit - Personal Care (In millions - Unaudited) Quarter Ended December 31, 2013 Q1 % Chg Segment Profit - FY '13 $ 116.2 Operations

10.4

8.9 %

Impact of currency (10.0)

(8.6)% Incremental impact of acquisitions 13.7

11.8 % Segment Profit - FY '14

$ 130.3

12.1 % Segment profit for the quarter was $130.3, up 12.1%, inclusive of the negative impact of unfavorable currencies and the incremental impact of acquisitions. Operationally, segment profit increased 8.9% in the quarter as a result of lower A&P spending due to the timing of promotions and product launches as compared to the prior year and continued spending favorability driven by the Company's cost savings initiative. Household Products

Net Sales - Household Products (In millions - Unaudited) Quarter Ended December 31, 2013 Q1 % Chg Net Sales - FY '13 $ 638.2 Organic (65.6) (10.3)%

Impact of currency

(8.9) (1.4)% Net Sales - FY '14 $ 563.7 (11.7)%

Net sales decreased 11.7% on a reported basis, and decreased 10.3% organically in the quarter. The decrease in organic net sales was primarily due to the previously disclosed loss of distribution within two U.S. retail customers, lapping prior year storm-related volumes that did not repeat in the current year quarter, continued category declines, the exiting of certain non-core product lines in fiscal 2013 as part of the Company's 2013 restructuring project, and inventory import restrictions in certain Latin American countries, primarily Venezuela and Argentina. We estimate global category value declined approximately 7% in the latest twelve weeks. Excluding the impact of prior year hurricane demand, we estimate that the global category value declined 3% to 4%, in line with expectations.

SLIDE 37

Segment Profit - Household Products (In millions - Unaudited) Quarter Ended December 31, 2013 Q1 % Chg Segment Profit - FY '13 $ 160.6 Operations (20.6) (12.8)% Impact of currency (6.6) (4.1)% Segment Profit - FY '14 $ 133.4 (16.9)% Segment profit for the quarter was $133.4, down $27.2, or 16.9%, versus the same quarter last year. This decrease was due primarily to the gross profit impact from the net sales declined discussed above, higher A&P spending, and unfavorable foreign currency rates. Theses declines were partially offset by continued favorability resulting from the 2013 restructuring project and favorable product input costs. General Corporate and Other Expenses Quarter Ended December 31, 2013 2012 General corporate expenses $ 40.0 $ 28.5 Integration/other realignment 0.2

1.0 Sub-total

40.2 29.5 2013 restructuring and related costs (1) 26.7 49.0 Feminine care costs: Acquisition costs 3.5 — Integration costs 1.4 — Acquisition inventory valuation 6.4 — Pension curtailment gain — (37.4) General corporate and other expenses $ 78.2 $ 41.1 % of total net sales 7.0% 3.4%

(1) Includes pre-tax costs of $2.3 for the quarter ended December 31, 2013, associated with certain information technology and related activities, which are included in SG&A on the Consolidated Statements of Earnings and Comprehensive Income (Condensed).

For the quarter ended December 31, 2013, general corporate and other expenses, including integration and other realignment charges were $40.2 as compared to $29.5 for the same quarter in the prior fiscal year. The increase for the quarter was due primarily to the higher compensation costs related to the mark-to-market impact of the Company's unfunded deferred compensation liability. In addition, approximately $4 of costs previously recorded at the segment level are now recorded within corporate expenses due to centralizing certain administrative functions across the organization as part of the restructuring program. For the quarter ended December 31, 2013, the Company recorded $24.4 in restructuring charges related to its 2013 restructuring as compared to $49.0 in the prior year quarter. The 2013 restructuring charges were reported on a separate line in the Consolidated Statements

f Earnings and Comprehensive Income (Condensed). In addition, pre-tax costs of $2.3 for the quarter ended December 31, 2013 associated

with certain information technology enablement activities related to the Company's restructuring initiatives were included in SG&A on the Consolidated Statement of Earnings and Comprehensive Income (Condensed). These information technology costs are considered part of the total project costs incurred for the restructuring initiative. See Note 3 to the Condensed Financial Statements. In the first quarter of fiscal 2013, the Company approved and communicated changes to its U.S. pension plan, which is the most significant of the Company's pension obligations. Effective January 1, 2014, the pension benefit earned to date by active participants under the legacy Energizer U.S. pension plans was frozen and future service benefits are no longer being accrued under these retirement programs. For the quarter ended December 31, 2012, 37

SLIDE 38

the Company recorded a non-cash, pre-tax curtailment gain of $37.4 as a result of this plan change. The pension curtailment gain was reported on a separate line in the Consolidated Statements of Earnings and Comprehensive Income (Condensed). Liquidity and Capital Resources Cash flow from operations decreased $20.5 for the quarter ended December 31, 2013 as compared to the same quarter in the prior fiscal year. This change was primarily due to lower net earnings in the current year quarter and changes in working capital that were largely driven by the timing of collections and subsequent remittance of certain receivables generated as a result of the transition services agreement in place as a result of the feminine care acquisition completed in October 2013. In addition, there were several non-cash items impacting the current and prior fiscal year quarters such as restructuring costs, depreciation and amortization expense, and other non- cash items. In addition, $37.4 pension curtailment gain was recognized in the prior year fiscal quarter as a result of the changes made to the U.S. pension plan. The net impact of these non-cash items were approximately $85.1 in the current fiscal year quarter as compared to $61.9 in the prior year fiscal quarter. Capital expenditures were $20.3 for the quarter ended December 31, 2013 as compared to $15.4 for the same period last year. Full year capital expenditures for normal operations are estimated to be approximately $100 to $120 for fiscal 2014. This estimate is inclusive of anticipated incremental information technology investments over the next 18 to 24 months to improve capabilities and to enable certain initiatives related to our 2013 restructuring project. We expect these expenditures will be financed with cash flow from operations. At December 31, 2013, substantially all of our cash balances were located outside the U.S. Given our extensive international operations, a significant portion of our cash is denominated in foreign currencies. We manage our worldwide cash requirements by reviewing available funds among the many subsidiaries through which we conduct our business and the cost effectiveness with which those funds can be

accessed. The repatriation of cash balances from certain of our subsidiaries could have adverse tax consequences or be subject to regulatory

capital requirements; however, those balances are generally available without legal restrictions to fund ordinary business oper ations. U.S. income taxes have not been provided on a significant portion of undistributed earnings of international subsidiaries. Our intention is to reinvest these earnings outside the U.S indefinitely. The counterparties to deposits consist of a number of major financial institutions. The Company consistently monitors positions with, and credit ratings of, counterparties both internally and by using outside ratings agencies. The Company’s total borrowings were $2,299.9 at December 31, 2013, including $161.1 tied to variable interest rates. The Company maintains total committed debt facilities of $2,719.9. The Company's Amended and Restated Revolving Credit Agreement currently provides for revolving credit loans and the issuance of letters of credit in an aggregate amount of up to $450. Borrowings of $30.0 and letters of credit of $12.2 were outstanding under our revolving credit facility, leaving $407.8 available as of December 31, 2013. Advances under the Company's $200 receivables securitization program, as amended, are not considered debt for purposes of the Company’s debt compliance covenants, but are included in total debt on the balance sheet. At December 31, 2013, there was $106.0

utstanding under this facility.

In October 2013, we completed the feminine care acquisition for an aggregate cash purchase price of approximately $185. The Company financed the feminine care acquisition with available foreign cash of approximately $135 and approximately $50 primarily from borrowings under the Company’s available debt facilities. Under the terms of the Company’s credit agreement, the ratio of the Company’s indebtedness to its earnings before interest taxes depreciation and amortization (EBITDA), as defined in the agreements and detailed below, cannot be greater than 4.0 to 1, and may not remain above 3.5 to 1 for more than four consecutive quarters. If and so long as the ratio is above 3.5 to 1 for any period, the Company is required to pay additional interest expense for the period in which the ratio exceeds 3.5 to 1. The interest rate margin and certain fees vary depending on the indebtedness to EBITDA ratio. Under the Company’s private placement note agreements, indebtedness to EBITDA may not be greater than 4.0 to 1; if the ratio is above 3.5 to 1 for any quarter, the Company is required to pay additional interest on the private placement notes of 0.75% per annum for each quarter until the ratio is reduced to not more than 3.5 to 1. In addition, under the credit agreement, the ratio of its current year earnings before interest 38

SLIDE 39

and taxes (EBIT), as defined in the agreement, to total interest expense must exceed 3.0 to 1. Under the credit agreements, EBITDA is defined as net earnings, as adjusted to add-back interest expense, income taxes, depreciation and amortization, all of which are determined in accordance with GAAP. In addition, the credit agreement allows certain non-cash charges such as stock award amortization and asset write-offs including, but not limited to, impairment and accelerated depreciation, to be “added-back” in determining EBITDA for purposes of the indebtedness ratio. Severance and other cash charges incurred as a result of restructuring and realignment activities as well as expenses incurred in acquisition integration activities are included as reductions in EBITDA for calculation of the indebtedness ratio. In the event of an acquisition, EBITDA is calculated on a pro forma basis to include the trailing twelve-month EBITDA of the acquired company or brands. Total debt is calculated in accordance with GAAP, but excludes outstanding borrowings under the receivable securitization program. EBIT is calculated in a fashion identical to EBITDA except that depreciation and amortization are not “added-back”. Total interest expense is calculated in accordance with GAAP. The Company’s ratio of indebtedness to its EBITDA was 2.4 to 1, and the ratio of its EBIT to total interest expense was 5.8 to 1, as of December 31, 2013. In addition to the financial covenants described above, the credit agreements and the note purchase agreements contain customary representations and affirmative and negative covenants, including limitations on liens, sales of assets, subsidiary indebtedness, mergers and similar transactions, changes in the nature of the business of the Company and transactions with affiliates. If the Company fails to comply with the financial covenants referred to above or with other requirements of the credit agreement or private placement note agreements, the lenders would have the right to accelerate the maturity of the debt. Acceleration under one of these facilities would trigger cross defaults on other borrowings. On November 4, 2013, the Company's Board of Directors declared a dividend for the first quarter of fiscal 2014 of $0.50 per share of Common Stock, which was paid on December 17, 2013. The dividend paid total is approximately $31.3. Subsequent to the quarter, on January 27, 2014, the Company's Board of Directors declared a dividend for the second quarter of fiscal 2014 of $0.50 per share of Common Stock, which will be paid on March 12, 2014 and is expected to be approximately $31. A summary of Energizer’s significant contractual obligations at December 31, 2013 is shown below: Total Less than 1 year 1-3 years 3-5 years More than 5 years Long-term debt, including current maturities $ 2,140.0 $ 220.0 $ 510.0 $ 310.0 $ 1,100.0 Interest on long-term debt 577.3 112.0 188.9 123.7 152.7 Notes Payable 161.1 161.1 — — — Minimum pension funding (1) 82.1 32.5 28.6 21.0 — Operating leases 130.0 28.9 39.3 31.2 30.6 Purchase obligations and other (2) (3) (4) 152.0 57.5 41.0 29.0 24.5 Total $ 3,242.5 $ 612.0 $ 807.8 $ 514.9 $ 1,307.8

1 Globally, total pension contributions for the Company in the next twelve months are estimated to be approximately $33. The U.S. pension plans constitute 80%

f the total benefit obligations and plan assets for the Company’s pension plans. The estimates beyond 2014 represent future pension payments to comply with

local funding requirements in the U.S. only. The projected payments beyond fiscal year 2018 are not currently determinable. 2 The Company has estimated approximately $6 of cash settlements associated with unrecognized tax benefits within the next year, which are included in the table above. As of December 31, 2013, the Company’s Consolidated Balance Sheet reflects a liability for unrecognized tax benefits of approximately $38. The contractual obligations table above does not include this liability beyond one year. Due to the high degree of uncertainty regarding the timing of future cash

utflows of liabilities for unrecognized tax benefits beyond one year, a reasonable estimate of the period of cash settlement for periods beyond the next twelve

months cannot be made, and thus is not included in this table.

Included in the table above are approximately $65 of fixed costs related to third party logistics contracts.

Included in the table above are approximately $11 of severance and related benefit costs associated with staffing reductions that have been identified to date related to the 2013 restructuring.

Purchase obligations set forth in the table above represent contractual obligations that generally have longer terms, and are non-routine in

nature. The Company also has contractual purchase obligations for future purchases, which generally extend one to three months. These
bligations are primarily individual, short-term purchase orders

SLIDE 40

for the purchase of routine goods and services at estimated fair value that are part of normal operations and are reflected in historical operating cash flow trends. In addition, the Company has various commitments related to service and supply contracts that contain penalty provisions for early termination. As of December 31, 2013, we do not believe such purchase obligations or termination penalties will have a significant effect on our results of operations, financial position or liquidity position in the future. As such, these obligations have been excluded from the table above. Market Risk Currency Rate Exposure Derivatives Designated as Cash Flow Hedging Relationships A significant share of the Company’s sales are tied to currencies other than the U.S. dollar, the Company’s reporting currency. As such, a weakening of currencies relative to the U.S. dollar can have a negative impact to reported earnings. Conversely, strengthening of currencies relative to the U.S. dollar can improve reported results. The primary currencies to which the Company is exposed include the Euro, the Japanese Yen, the British pound, the Canadian dollar and the Australian dollar. The Company enters into a series of forward currency contracts to hedge the cash flow uncertainty of forecasted inventory purchases due to currency fluctuations. These transactions are accounted for as cash flow hedges. At December 31, 2013 and September 30, 2013, the Company had an unrealized pre-tax gain on these forward currency contracts accounted for as cash flow hedges of $3.8 and $1.5, respectively, included in Accumulated other comprehensive loss on the Consolidated Balance Sheets (Condensed). Contract maturities for these hedges extend into 2015. There were 78 open foreign currency contracts at December 31, 2013, with a total notional value of approximately $306. Derivatives Not Designated as Cash Flow Hedging Relationships The Company’s foreign subsidiaries enter into internal and external transactions that create non-functional 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

f 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 financing items, net on the Consolidated Statements of Earnings and Comprehensive Income (Condensed). The primary currency to which the Company’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 existing balance sheet exposures. Any gains or losses on these contracts are expected to be offset by exchange gains 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 quarter ended December 31, 2013 and December 31, 2012 resulted in income of $8.8 and $0.3, respectively, and was recorded in Other financing items, net on the Consolidated Statements of Earnings and Comprehensive Income (Condensed). There were 18 open foreign currency derivative contracts which are not designated as cash flow hedges at December 31, 2013, with a total notional value of approximately $311. Venezuela Currency Risk The The Company has investments in Venezuelan affiliates. Venezuela is considered highly inflationary under GAAP as of January 1,

2010. In addition, the conversion of local monetary assets to U.S. dollars is restricted by the Venezuelan government. The Venezuelan

government has established the official exchange rate for qualifying dividends and imported goods and services, equal to 6.30 Bolivares Fuertes to one U.S. dollar. Transactions at the official exchange rate are subject to CADIVI (the Venezuelan government's Foreign Exchange Administrative Commission). In accordance with GAAP, our overall results in Venezuela are reflected in our Consolidated Financial Statements at the official exchange rate. When the Venezuelan government changed the official exchange rate of the Bolivar Fuerte from 4.30 per U.S. dollar to 6.30 per U.S. dollar in February 2013 it also established a new auction-based exchange rate market program, referred to as SICAD. SICAD allows entities in specific sectors to bid for U.S. dollars to be used for specified import transactions. As of December 31, 2013, the Company has not utilized the SICAD auction system. On January 24, 2014, the Venezuelan government made a 40

SLIDE 41

number of announcements related to the SICAD program. We continue to monitor this situation, including the impact restrictions may have

n our future business operations. At this time, we are unable to predict with any degree of certainty how recent and future developments in

Venezuela will affect our Venezuela operations, if at all. At December 31, 2013, the Company had approximately $65 in net monetary assets in Venezuela at the official exchange rate. Depending on the ultimate transparency and liquidity of the SICAD market, it is possible that the Company may remeasure a portion of our net monetary balances at the SICAD rate. To the extent that the SICAD rate is higher than the

fficial exchange rate at the time our net monetary balances are remeasured, this could result in an additional devaluation charge, which

could be material. The most recent transactions executed through SICAD auctions have been 11.40 Bolivares Fuertes to one U.S. dollar. Commodity Price Exposure The Company uses raw materials that are subject to price volatility. At times, 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 materials and commodities. At December 31, 2013, 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, 2013, the Company had $161.1 of variable rate debt outstanding, which was primarily outstanding borrowings under the Company's receivable securitization program and its Revolving Credit Agreement. Stock Price Exposure At December 31, 2013, the Company held a share option with a major financial institution to mitigate the impact of changes in certain of the Company’s deferred compensation liabilities, which are tied to the Company’s common stock price. The contract is renewed on an annual basis and will expire again in November 2014. The fair market value of the share option was $0.8 and $7.7, which was included in

ther current assets at December 31, 2013 and September 30, 2013, respectively. The change in estimated fair value of the total share option

for the quarter ended December 31, 2013 and 2012 resulted in income of $7.4 and $3.8, respectively and was recorded in SG&A. Period activity related to the share option is classified in the same category in the Consolidated Statements of Cash Flows (Condensed) as the period activity associated with the Company’s deferred compensation liability, which was cash flow from operations. Item 4. Controls and Procedures Energizer maintains a system of disclosure controls and procedures which are designed to ensure that information required to be disclosed by the Company in the reports filed or submitted under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms and is accumulated and communicated to management, including the Company's certifying officers, as appropriate to allow timely decisions regarding required disclosure. Based on an evaluation performed, the Company's certifying officers have concluded that the disclosure controls and procedures were effective as of December 31, 2013, 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. There was no change in the Company's internal control over financial reporting during the quarter ended December 31, 2013, that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting.

PART II — OTHER INFORMATION There is no information required to be reported under any items except those indicated below. Item 1 — Legal Proceedings 41

SLIDE 42

The Company and its subsidiaries are parties to a number of legal proceedings in various jurisdictions arising out of the operations of the Company's businesses. 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. However, 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, are not reasonably likely to be material to the Company's financial position, results of operations, or cash flows, taking into account established accruals for estimated liabilities. Item 2 — Unregistered Sales of Equity Securities and Use of Proceeds The following table sets forth the purchases of the Company's securities by the Company and any affiliated purchasers within the meaning of Rule 10b-18(a)(3) (17 CFR 240.10b-18(a)(3)) during the first quarter of fiscal year 2014. 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 October 1 to 31, 2013 54,617 $ 93.50 — 6,019,739 November 1 to 30, 2013 83,641 $ 99.67 — 6,019,739 December 1 to 31, 2013 2,999 $ 110.12 — 6,019,739

(1) 141,257 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. (2) On April 30, 2012, the Board of Directors approved a new share repurchase authorization for the repurchase of up to ten million shares. The Company did not repurchase any shares of the Company's common stock during the quarter ended December 31, 2013, except for the small number related to the note above. The Company has approximately 6 million shares remaining on the above noted Board authorization to repurchase its common stock in the future. Item 6 — Exhibits See the Exhibit Index hereto. 42

SLIDE 43

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/ Daniel J. Sescleifer Daniel J. Sescleifer Executive Vice President and Chief Financial Officer (Duly authorized signatory and Principal financial officer)

Date: January 30, 2014

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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 3.1* Amended and Restated Articles of Incorporation of Energizer Holdings, Inc. 3.2 Amended Bylaws of Energizer Holdings, Inc. (incorporated by reference to Exhibit 3.2 to the Company's Current Report on Form 8-K filed January 30, 2014). 4.1 Second Supplemental Indenture (including the Form of Note), dated as of May 24, 2012, by and among the Company, the guarantors named therein 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 May 24, 2012).

10.1* Energizer Holdings, Inc. Second Amended and Restated 2009 Incentive Stock Plan. 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, (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. 44

SLIDE 45

AMENDED AND RESTATED ARTICLES OF INCORPORATION OF ENERGIZER HOLDINGS, INC. ARTICLE ONE The name of the corporation is Energizer Holdings, Inc. ARTICLE TWO

The address, including street and number, if any, of the Corporation's registered office in this state is 120 South Central Avenue, Clayton, Missouri 63105 and the name of its agent at such address is C T Corporation System.

ARTICLE THREE - AUTHORIZED SHARES

A. CLASSES AND NUMBER OF SHARES

The aggregate number, class and par value of shares of capital stock which the Corporation shall have authority to issue is Three Hundred and Ten Million (310,000,000) shares of stock, consisting of:

1. Three hundred million (300,000,000) shares of common stock, par value $.01 per share ("Common Stock"); and
2. Ten million (10,000,000) shares of preferred stock, par value $.01 per share ("Preferred Stock").

All preemptive rights of shareholders are hereby denied, so that no stock or other security of the Corporation shall carry with it and no holder or owner

f any share or shares of stock or other security or securities of the Corporation shall have any preferential or preemptive right to acquire additional

shares of stock or of any other security of the Corporation. All cumulative voting rights are hereby denied, so that no stock or other security of the Corporation shall carry with it and no holder or owner of any share or shares of such stock or security shall have any right to cumulative voting in the election of directors or for any other purpose. The foregoing provisions within this paragraph are not intended to modify or prohibit any provisions of any voting trust or agreement between or among holders or owners of shares of stock or other securities of the Corporation. In addition to those general qualifications, limitations and restrictions applicable to each and every class and series of capital stock of the Corporation as a matter of law or as stated in the immediately preceding paragraph, the preferences, qualifications, limitations, restrictions, and the special correlative rights, including convertible rights, if any, in respect of the shares of each class are as follows:

SLIDE 46

B. TERMS OF PREFERRED STOCK
1. Subject to the requirements of the General and Business Corporation Law of Missouri, as amended from time to time (the "GBCL"), and to the

provisions of these Articles of Incorporation, Preferred Stock may be issued from time to time by the Board of Directors as shares of one or more

series. The description of shares of each series of Preferred Stock, including any preferences, conversion and other rights, voting powers,

restrictions, limitations as to dividends, qualifications and terms and conditions of redemption shall be as set forth in these Articles of Incorporation or any amendment hereto, or in a resolution or resolutions duly adopted by the Board of Directors and, to the extent set forth in any such resolution or resolutions, such information shall be certified to the Secretary of State of Missouri and filed a required by law from time to time, prior to the issuance of any shares of such series.

2. The Board of Directors is expressly authorized, prior to issuance, by adopting resolutions providing for the issuance of, or providing for a change

in the number of, shares of any particular series of Preferred Stock and, if and to the extent from time to time required by law, by filing certification thereto with the Secretary of State of Missouri, to set or change the number of shares to be included in each series of Preferred Stock and to set or change (in any one or more respects) the designations, preferences, conversion, relative, participating, optional or other rights, voting powers, restrictions, limitations as to dividends, qualifications, or terms and conditions of redemption relating to the shares of each such series. The authority

f the Board of Directors with respect to each series of Preferred Stock shall include, but not be limited to, setting or changing the following:

(a) the distinctive serial designation of such series and the number of shares constituting such series (provided that the aggregate number of shares constituting all series of Preferred Stock shall not exceed the aggregate number of authorized shares set out in Section A(ii) of this Article Three); (b) the dividend rate, if any, on shares of such series, whether and the extent to which dividends shall be cumulative or non-cumulative, the relative rights of priority, if any, of payment of any dividends, and the time at which, and the terms and conditions on which, any dividends shall be paid; (c) whether the shares of such series shall be redeemable or purchasable and, if so, the terms and conditions of such redemption or purchase, including the date or dates upon and after which such shares shall be redeemable or purchasable, and the amount per share payable in case of redemption or purchase, which amount may vary under different conditions and at different redemption or purchase dates; (d) the obligation, if any, of the Corporation to retire shares of such series pursuant to a sinking fund and the terms and conditions of any such sinking fund; (e) whether shares of such series shall be convertible into, or exchangeable for, shares of stock of any other series, class or classes, now or hereafter authorized, and, if so, the terms and conditions of such conversion or exchange, including the price or prices or the rate or rates of conversion or exchange and the terms of adjustment, if any; (f) whether the shares of such series shall have voting rights, in addition to the voting rights provided by law, and, if so, the terms of such voting rights;

SLIDE 47

(g) the rights of the holders of shares of such series in the event of voluntary or involuntary liquidation, dissolution or winding up of the Corporation,

and the relative rights of priority, if any, of such holders with respect thereto; and

(h) any other relative rights, powers, preferences, qualifications, limitations or restrictions thereof relating to such series.

C. TERMS OF COMMON STOCK
1. Voting Rights. Subject to the provisions of Article Four hereof or as otherwise provided by the GBCL, each holder of the Common Stock shall be

entitled to one vote per share of Common Stock held by such holder on all matters to be vote on by the shareholders.

2. Dividend Rights. Subject to the express terms of any outstanding series of Preferred Stock, dividends may be declared and paid upon the Common

Stock out of funds of the Corporation legally available therefor, in such amounts and at such times as the Board of Directors may determine. Funds

therwise legally available for the payment of dividends on the Common Stock shall not be restricted or reduced by reason of there being any excess
f the aggregate preferential amount of any series of Preferred Stock outstanding over the aggregate par value thereof.

ARTICLE FOUR- RESTRICTIONS ON VOTING STOCK, CERTAIN BUSINESS COMBINATIONS

A. CERTAIN DEFINITIONS

For purposes of this Article Four, the following words have the meanings indicated:

1. "Affiliate" means, with respect to any Person, any other Person that directly, or indirectly through one or more intermediaries, controls, or is

controlled by or is under common control with, such Person. The term "control" (including the terms "controlling," "controlled by" and "under common control with") means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract, or otherwise.

2. "Associate" means, with respect to any Person, (i) any other Person (other than the Corporation or a Subsidiary of which a majority of each class
f equity securities is owned by the Corporation) of which such Person is an officer, director, trustee or partner or is directly or indirectly the

beneficial owner of ten percent (10%) or more of any class of equity securities; (ii) any trust or other estate in which such Person has a substantial beneficial interest or as to which such Person serves as a trustee or in a similar fiduciary capacity; (iii) any relative or spouse of such Person, or any relative of such spouse, who has the same home as such Person or who is a director or officer of the Corporation or any of its Affiliates or Subsidiaries; or (iv) any investment company registered under the Investment Company Act of 1940, as amended, for which such Person or any Affiliate of such Person serves as investment adviser.

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3. "Business Combination" means:

(a) any merger or consolidation of the Corporation or any Subsidiary with (i) any Substantial Shareholder or (ii) any other Person which, after such merger or consolidation, would be a Substantial Shareholder, regardless of which entity survives; (b) any sale, lease, exchange, mortgage, pledge, transfer or other disposition (in one transaction or in a series of transactions) to or with any Substantial Shareholder, of any assets of the Corporation or any Subsidiary, or both, that have an aggregate Fair Market Value of more than twenty percent of the book value of the total assets of the Corporation as shown on its consolidated balance sheet as of the end of the calendar quarter immediately preceding any such transaction; (c) the adoption of any plan or proposal for the liquidation or dissolution of the Corporation proposed by or on behalf of a Substantial Shareholder; (d) the acquisition by the Corporation or any Subsidiary of any securities of any Substantial Shareholder; (e) any transaction involving the Corporation or any Subsidiary, including the issuance or transfer of any securities of, any reclassification of securities of, or any recapitalization of, the Corporation or any Subsidiary, or any merge or consolidation of the Corporation with any Subsidiary (whether or not involving a Substantial Shareholder), if the transaction would have the effect, directly or indirectly, of increasing the proportionate share of the outstanding shares of any class of equity or convertible securities of the Corporation or any Subsidiary of which shares a Substantial Shareholder is the beneficial owner; or (f) any agreement, contract or other arrangement entered into by the Corporation providing for any of the transactions described in this definition of Business Combination.

4. "Continuing Director" shall mean any member of the Board of Directors of the Corporation who is not an Affiliate or an Associate of a Substantial

Shareholder and who was a member of the Board of Directors prior to the time that any Substantial Shareholder became a Substantial Shareholder, and any successor of a Continuing Director if such successor is not an Affiliate or an Associate of any Substantial Shareholder and is designated as a Continuing Director by a majority of the then Continuing Directors.

5. "Exchange Act" means the Securities Exchange Act of 1934, as amended, or any successor statute thereto.
6. "Fair Market Value" shall mean:

(a) in the case of stock, the highest closing sale price per share of a share of such stock during the 30-day period immediately preceding the approval

f the Business Combination by the Board of Directors as reported by any United States securities exchange registered under the Exchange Act on

which such shares are listed, or, if such shares are not listed on any exchange, then the highest closing bid quotation for any of such shares, as reported on the National Association of Securities Dealers, Inc. Automated Quotations System or any such system then in use, or if no such closing sales price or bid quotation is

SLIDE 49

reported, the fair market value as determined on the date in question by a majority of Continuing Directors; or

(b) in the case of property or securities other than cash or stock, the fair market value of such property or securities on the date in question as

determined by a majority of the Continuing Directors.

7. "Group", with respect to any Person, shall include:

(a) such Person; (b) any Affiliates and Associates of such Person; and (c) those additional Persons that, together with such Person, jointly file, or would be required to jointly file (notwithstanding whether such Persons have ever actually filed), or would be mentioned as a holder of shares with either sole or shared voting power and/or sole or shared dispositive power

in an individual filing of, a statement of beneficial ownership with respect to securities of the Corporation pursuant to Section 13(d) of the Exchange Act or any rules and regulations promulgated thereunder, as in effect from time to time, or any similar successor provisions, irrespective of any disclaimers of beneficial ownership.

8. A Person shall be deemed to "own" any shares of Voting Stock:

(a) that such Person beneficially owns directly or indirectly, whether or not of record; or (b) that such Person has the right to acquire pursuant to any agreement, arrangement or understanding or upon exercise of conversion rights, exchange rights, warrants or options or otherwise, whether or not conditional; or (c) that are beneficially owned, directly or indirectly (including shares deemed to be owned through application of clause (b) above), whether or not

f record, by an Affiliate or Associate of such Person; or

(d) that are beneficially owned, directly or indirectly, whether or not of record, by any other Person (including any shares which such other Person

has the right to acquire pursuant to any agreement, arrangement or understanding or upon exercise of conversion rights, warrants or options or

therwise, whether or not conditional) with whom such Person has any agreement, arrangement or understanding for the purpose of acquiring,

holding, voting or disposing of Voting Stock; provided, however, that (i) directors, officers and employees of the Corporation shall not be deemed to have any such agreement, arrangement or understanding solel on the basis of their status, or actions taken in their capacities, as directors, officers or employees of the Corporation or any Affiliates of the Corporation, and (ii) a Person shall not be deemed the owner of or to own any shares of Voting Stock solely because (A) such shares of Voting Stock have been tendered pursuant to a tender or exchange offer made by such Person or any of such Person's Affiliates or Associates until such tendered shares of Voting Stock are accepted for payment or exchange or (B) such Person or any of such Person's Affiliates or Associates has or shares the power to vote or direct the voting of such shares of Voting Stock pursuant to a revocable proxy given in response to a public proxy or consent solicitation made pursuant to, and in accordance with, applicable rules and

SLIDE 50

regulations under the Exchange Act, except if such power (or arrangements relating thereto) is then reportable under Item 6 of Schedule 13D under the Exchange Act (or any similar provision of a comparable or successor report). The outstanding shares of capital stoc of the Corporation shall include those shares deemed owned through the application of clauses (b) and (c) above, but shall not include any other shares that may be issuable pursuant to any agreement, arrangement or understanding or upon exercise of conversion rights, warrants, options or otherwise, whether or not conditional. For all purposes hereof "beneficial" ownership, with respect to any securities, shall include, without limitation, (i) the power to vote, or direct the voting of, such securities or (ii) the power to exercise investment discretion over such securities, including the power to dispose, or to direct the disposition, of such securities. Furthermore, a Person shall be deemed to own "beneficially" any securities that such Person owns beneficially for purposes of Sections 13(d) of the Exchange Act or any rules and regulations promulgated thereunder, as in effect from time to time (or any similar successor provisions of law).

9. "Person" means any individual, corporation, association, partnership, joint venture, trust, organization, business, government or any government

agency or political subdivision thereof or any other entity.

10. "Subsidiary" means any Person of which a majority of any class of equity security is owned, directly or indirectly, by the Corporation; provided,

however, that for the purposes of Section D of this Article Four, the term "Subsidiary" shall mean only a Person of which a majority of each class of equity security is owned, directly or indirectly, by the Corporation.

11. "Substantial Shareholder" shall mean and include any Person which, together with its Affiliates and Associates, is the Beneficial Owner of shares
f Voting Stock constituting in the aggregate twenty percent (20%) or more of the outstanding Voting Stock.
12. "Voting Stock" means all outstanding shares of capital stock of the Corporation entitled to vote in the election of Directors; and each reference to

a portion of shares of Voting Stock shall refer to such proportion of the votes entitled to be cast by such shares.

B. RIGHT OF INQUIRY OF THE CORPORATION

The Corporation shall have the right but not the obligation to inquire of any Person whom the Corporation believes may be a Substantial Shareholder or any other Person who purports to exercise similar voting rights with respect to any Voting Stock, and each such Person shall have the obligation to provide such information to the Corporation as the Corporation may reasonably request, with respect to any matters pertinent to the operation or implementation of this Article Four, including, without limitation, (a) the number of shares owned by such Person, (b) whether shares owned of record by such Person are owned by other Persons and the identity of such other Persons and the nature of their ownership interest, (c) whether any Affiliates or Associates of such Person own any Voting Stock, (d) whether such Person is a member of a Group of Persons owning Voting Stock, or (e) whether such Person

SLIDE 51

r any of such Person's Affiliates or Associates has any agreement, arrangement or understanding with any other Person with respect to any Voting
Stock. Any determinations made by the Board of Directors pursuant to this Article Four in good faith, and on the basis of such information as was

actually known by the Board of Directors and such advice as was then actually provided to the Board of Directors for such purpose, shall be conclusive and binding upon the Corporation and its shareholders.

C. ADDITIONAL SHAREHOLDER VOTE REQUIRED FOR CERTAIN BUSINESS

COMBINATIONS

The approval of any Business Combination shall, in addition to any affirmative vote required by the GBCL or otherwise, require the affirmative vote

f the holders of not less than two-thirds of the aggregate voting power of the outstanding shares of the Voting Stock entitled to vote, at a meeting of

shareholders called for such purpose, and of a majority of the voting power of all such shares of which a Substantial Shareholder is not a Beneficial Owner; provided, however, that any such Business Combination may be approved upon any affirmative vote required by the GBCL if:

1. there are one or more Continuing Directors, and the Business Combination shall have been approved by a majority of them; or
2. the cash, or Fair Market Value of the property, securities or other consideration, to be received per share by the shareholders of each class of stock
f the Corporation in the Business Combination is not less than the higher of:

(a) the highest per share price paid by the Substantial Shareholder for the acquisition of any shares of such class, with appropriate adjustments for stock splits, stock dividends and like distributions; or (b) the Fair Market Value of such shares, on the date the Business Combination is approved by the Board of Directors.

D. PERSONS TO WHOM THIS ARTICLE DOES NOT APPLY

The provisions of Section C of this Article Four shall not apply to (1) any savings, profit-sharing, stock bonus or employee stock ownership plan or plans established by the Corporation or a Subsidiary and qualified under Section 401(a) of the Internal Revenue Code of 1986, as amended, or any successor provision, which holds shares of Voting Stock on behalf of participating employees and their beneficiaries with the right to instruct the trustee how to vote such shares of Voting Stock with respect to all matters submitted to shareholders for voting or (2) participating employees and beneficiaries under the plans referred to in the immediately preceding clause (1) because of their participation in such savings, profit-sharing, stock bonus or employee ownership plans.

E. AMENDMENT

In addition to such other vote or consent as shall then be required by the GBCL, and by Article Eleven hereof, this Article shall be amended or repealed only upon the affirmative vote of not less than two-thirds

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(2/3) of the voting power of all shares of Voting Stock not owned by a Substantial Shareholder; provided however, that this Article may be amended

r repealed upon any affirmative vote otherwise required by the GBCL, and by Article Eleven hereof, (i) if there is not a Substantial Shareholder,

such amendment has been approved by a majority of the Board of Directors, or (ii) if there is a Substantial Shareholder, such amendment has been approved by a majority of the Continuing Directors.

ARTICLE FIVE The name and place of residence of each incorporator is as follows: Name Street City Timothy L. Grosch Checkerboard Square

St. Louis, Missouri 63164

ARTICLE SIX - DIRECTORS

A. NUMBER AND CLASSIFICATION

The number of Directors to constitute the Board of Directors of the Corporation shall be fixed by or in the manner provided in the Bylaws of the Corporation. Any changes in the number of Directors shall be reported to the Missouri Secretary of State to the extent and within the time periods required by the GBCL. Each person elected as a Director of the Corporation after the 2014 annual meeting of shareholders, whether to succeed a person whose term of office as a Director has expired or to fill any vacancy, shall be elected for a term expiring at the annual meeting of shareholders held in the year following the year of his or her election. Each Director elected at or prior to the 2014 annual meeting of shareholders shall continue to serve as a Director for the term for which he or she was elected. In each case, Directors shall hold office until their successors are elected and qualified, or until their earlier death, resignation or removal. Notwithstanding the foregoing, whenever the holders of any one or more classes or series of stock of the Corporation, other than shares of Common Stock, shall have the right, voting separately by class or series, to elect Directors, then the election, term of office, filling of vacancies and other features of such directorship shall be governed by the terms of the Articles of Incorporation of the Corporation or any certificate of designation thereunder applicable thereto. As used in these Articles of Incorporation, the term “entire Board of Directors” or the “entire Board” means the total number fixed by, or in accordance with, these Articles of Incorporation and the Bylaws of the Corporation.

B. REMOVAL OF DIRECTORS

Subject to, and in addition to, the rights, if any, of the holders of any class of capital stock of the Corporation (other than the Common Stock) then

utstanding or any limitation imposed by law, any Director, or the entire Board of Directors, may be removed from office at any time prior to the

expiration of his, her or their term of office only for cause and only by the affirmative vote of the holders of record

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f outstanding shares representing not less than two-thirds of all of the then outstanding shares of capital stock of the Corporation then entitled to vote

generally in the election of Directors, voting together as a single class, at a special meeting of shareholders called expressly for that purpose (such vote being in addition to any required class or other vote).

C. VACANCIES

Subject to the rights, if any, of the holders of any class of capital stock of the Corporation (other than the Common Stock) then outstanding, any vacancies in the Board of Directors which occur for any reason, including vacancies which occur by reason of an increase in the number of Directors or the removal of a Director, shall be filled only by the Board of Directors, acting by the affirmative vote of a majority of the remaining Directors then in office (although less than a quorum). Any replacement Director so elected shall hold office for a term expiring at the next annual meeting of shareholders held immediately following such person being elected to fill the vacancy and until such Director’s successor is elected and qualified or until such Director’s earlier death, resignation or removal.

ARTICLE SEVEN

The duration of the Corporation is perpetual.

ARTICLE EIGHT - PURPOSES

The Corporation is formed to engage in the manufacture, distribution, marketing and sale of batteries and power supply systems and products, the services and products related thereto, and to engage in any lawful act or activity for which a corporation now or hereafter may be organized under the laws of the State of Missouri.

ARTICLE NINE - BYLAWS

Only a majority of the entire Board of Directors may make, amend, alter, change or repeal any provision or provisions of the Bylaws of the Corporation; provided, however, that in no event shall the Bylaws be inconsistent with law or, in substance to a material degree, with any of the terms, conditions or provisions of these Articles of Incorporation.

ARTICLE TEN - INDEMNIFICATION

A. ACTIONS INVOLVING DIRECTORS, OFFICERS AND EMPLOYEES

The Corporation shall indemnify each person (other than a party plaintiff suing on his or her own behalf or in the right of the Corporation) who at any time is serving or has served as a Director, officer or employee of the Corporation against any claim, liability or expense incurred as a result of such service, or as a result of any other service on behalf of the Corporation, or service at the request of the Corporation

SLIDE 54

(which request need not be in writing) as a director, officer, employee, member, or agent of another corporation, partnership, joint venture, trust, trade

r industry association, or other enterprise (whether incorporated or unincorporated, for-profit or not-for-profit), to the maximum extent permitted by
law. Without limiting the generality of the foregoing, the Corporation shall indemnify any such person (other than a party plaintiff suing on his or her

behalf or in the right of the Corporation), who was or is a party or is threatened to be made a party, to any threatened, pending or completed action, suit

r proceeding, whether civil, criminal, administrative or investigative (including, but not limited to, an action by or in the right of the Corporation) by

reason of such service against expenses (including, without limitation, costs of investigation and attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him or her in connection with such action, suit or proceeding.

B. ACTIONS INVOLVING AGENTS
1. Permissive Indemnification. The Corporation may, if it deems appropriate and as may be permitted by this Article Ten, indemnify any person (other

than a party plaintiff suing on his or her own behalf or in the right of the Corporation) who at any time is serving or has served as an agent of the Corporation against any claim, liability or expense incurred as a result of such service, or as a result of any other service on behalf of the Corporation,

r service at the request of the Corporation as a director, officer, employee, member or agent of another corporation, partnership, joint venture, trust,

trade or industry association, or other enterprise (whether incorporated or unincorporated, for-profit or not-for-profit), to the maximum extent permitted by law or to such lesser extent as the Corporation, in its discretion, may deem appropriate. Without limiting the generality of the foregoing, the Corporation may indemnify any such person (other than a party plaintiff suing on his or her own behalf or in the right of the Corporation), who was or is a party, or is threatened to be made a party, to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (including, but not limited to, an action by or in the right of the Corporation) by reason of such service, against expenses (including, without limitation, costs of investigation and attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him or her in connection with such action, suit or proceeding.

2. Mandatory Indemnification. To the extent that an agent of the Corporation has been successful on the merits or otherwise in defense of any action,

suit or proceeding referred to in Section B.1 of this Article Ten, or in defense of any claim, issue or matter therein, he or she shall be indemnified against expenses (including attorneys' fees) actually and reasonably incurred by him or her in connection with the action, suit or proceeding.

C. DETERMINATION OF RIGHT TO INDEMNIFICATION IN CERTAIN CIRCUMSTANCES

Any indemnification required under Section A of this Article Ten or authorized by the Corporation in a specific case pursuant to Section B of this Article Ten (unless ordered by a court) shall be made by the Corporation unless a determination is made reasonably and promptly that indemnification

f the Director, officer, employee or agent is not proper under the circumstances because he or she has not met the applicable standard of conduct set

forth in or established pursuant to this Article Ten. Such determination shall be made (1) by the Board of Directors by a majority vote of a quorum consisting of Directors who

SLIDE 55

were not parties to such action, suit or proceeding, or (2) if such a quorum is not obtainable, or even if obtainable a quorum of disinterested Directors so directs, by independent legal counsel in a written opinion, or (3) by majority vote of the shareholders; provided, however, that no such determination shall preclude an action brought in an appropriate court to challenge such determination, and provided further that there shall be no presumption that the Corporation is released from any obligation under Sections A or B of this Article Ten unless a written instrument, subscribed by an appropriate officer of the Corporation, expressly so provides by making reference to this Subsection C of this Article Ten.

D. ARTICLE TEN PROVISIONS NOT EXCLUSIVE RIGHT

The indemnification provided by this Article Ten shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled, whether under the Bylaws of the Corporation or any statute, agreement, vote of shareholders or disinterested Directors or otherwise, both as to action in an official capacity and as to action in another capacity while holding such office.

E. INDEMNIFICATION AGREEMENTS AUTHORIZED

Without limiting the other provisions of this Article Ten, the Corporation is authorized from time to time, without further action by the shareholders of the Corporation, to enter into agreements with any Director, officer, employee or agent of the Corporation providing such rights of indemnification as the Corporation may deem appropriate, up to the maximum extent permitted by law. Any agreement entered into by the Corporation with a Director may be authorized by the other Directors, and such authorization shall not be invalid on the basis that different or similar agreements may have been or may thereafter be entered into with other Directors.

F. STANDARD OF CONDUCT

Except as may otherwise be permitted by law, no person shall be indemnified pursuant to this Article Ten (including without limitation pursuant to any agreement entered into pursuant to Section F of this Article Ten) from or on account of such person's conduct which is finally adjudged to have been knowingly fraudulent, deliberately dishonest or willful misconduct. The Corporation may (but need not) adopt a more restrictive standard of conduct with respect to the indemnification of any agent of the Corporation.

G. INSURANCE

The Corporation may purchase and maintain insurance on behalf of any person who is or was a Director, officer, employee or agent of the Corporation, or who is or was otherwise serving on behalf or at the request of the Corporation in any capacity against any claim, liability or expense asserted against him or her and incurred by him or her in any such capacity, or arising out of his or her status as such, whether or not the Corporation would have the power to indemnify him or her against such liability under the provisions of this Article Ten.

H. CERTAIN DEFINITIONS

SLIDE 56

For the purposes of this Article Ten:

1. Service in Representative Capacity. Any Director, officer or employee of the Corporation who shall serve as a director, officer or employee of any
ther corporation, partnership, joint venture, trust or other enterprise of which the Corporation, directly or indirectly, is or was the owner of 20% or

more of either the outstanding equity interests or the outstanding voting stock (or comparable interests), shall be deemed to be so serving at the request

f the Corporation, unless the Board of Directors of the Corporation shall determine otherwise. In all other instances where any person shall serve as a

director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise of which the Corporation is or was a stockholder or creditor, or in which it is or was otherwise interested, if it is not otherwise established that such person is or was serving as a director,

fficer, employee or agent at the request of the Corporation, the Board of Directors of the Corporation may determine whether such service is or was

at the request of the Corporation, and it shall not be necessary to show any actual or prior request for such service.

2. Predecessor Corporations. References to a corporation include all constituent corporations absorbed in a consolidation or merger as well as the

resulting or surviving corporation so that any person who is or was a director, officer, employee or agent of a constituent corporation or is or was serving at the request of a constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or

ther enterprise shall stand in the same position under the provisions of this Article Ten with respect to the resulting or surviving corporation as he or

she would if he or she had served the resulting or surviving corporation in the same capacity.

3. Service for Employee Benefit Plan. The term "other enterprise" shall include, without limitation, employee benefit plans and voting or taking action

with respect to stock or other assets therein; the term "serving at the request of the Corporation" shall include, without limitation, any service as a director, officer, employee or agent of a corporation which imposes duties on, or involves services by, a director, officer, employee or agent with respect to any employee benefit plan, its participants, or beneficiaries; and a person who acted in good faith and in a manner he or she reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have satisfied any standard of care required by or pursuant to this Article Ten in connection with such plan; the term "fines" shall include, without limitation, any excise taxes assessed

n a person with respect to an employee benefit plan and shall also include any damages (including treble damages) and any other civil penalties.
I. SURVIVAL

Each person who was or is a Director, officer or employee of the Corporation is a third party beneficiary to this Article Ten and shall be entitled to enforce against the Corporation all indemnification rights provided or contemplated by this Article Ten. Such indemnification rights shall continue as to a person who has ceased to be a Director, officer or employee, and shall inure to the benefit of the heirs, executors and administrators of such a person.

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This Article Ten may be hereafter amended or repealed as provided in Article Eleven hereof; provided however, no such amendment or repeal shall reduce, terminate or otherwise adversely affect the right of any person who was or is a Director, officer or employee to obtain indemnification or an advance of expenses with respect to a proceeding that pertains to or arises out of actions or omissions that occurred prior to the Deadline Indemnification Date. For purposes of this Section J of this Article Ten, the term "Deadline Indemnification Date" shall mean the later of: (1) the effective date of any amendment or repeal of this Article Ten which reduces, terminates or otherwise adversely affects the rights hereunder of any person who was or is a Director, officer or employee; (2) the expiration of such person's then current term of office with, or service for, the Corporation (provided such person has a stated term of office or service and completes such term); or (3) the effective date such person resigns his

ffice or terminates his service (provided such person has a stated term of officer or service but resigns prior to the expiration of such term).
K. LIABILITY OF THE DIRECTORS, OFFICERS AND EMPLOYEES

It is the intention of the Corporation to limit the personal liability of the Directors, officers and employees of the Corporation, in their capacity as such, whether to the Corporation, its shareholders or otherwise, to the fullest extent permitted by law. Consequently, should the GBCL or any other applicable law be amended or adopted hereafter so as to permit the elimination or limitation of such liability, the liability of the Directors and/or

fficers and/or employees of the Corporation shall be so eliminated or limited without the need for amendment of these Articles or for further action
n the part of the shareholders of the Corporation.

ARTICLE ELEVEN AMENDMENT OF THE ARTICLES OF INCORPORATION

The Corporation reserves the right to amend, alter, change or repeal any provision contained in these Articles of Incorporation in the manner now or hereafter prescribed by law, and all rights and powers conferred herein on the shareholders, Directors, officers, employees or agents of the Corporation are subject to this reserved power; provided, that (in addition to any required class or other vote, including, without limitation, the vote required by Article Four, Section E hereof) the affirmative vote of the holders of record of outstanding shares representing not less than two-thirds of all of the outstanding shares of capital stock of the Corporation then entitled to vote generally in the election of Directors, voting together as a single class, shall be required to amend, alter, change or repeal, or adopt any provision or provisions inconsistent with, Articles Four, Six, Nine, or this Article Eleven of these Articles of Incorporation, notwithstanding the fact that a lesser percentage may be specified by the laws of Missouri.

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_________________________

Energizer Holdings, Inc.

Second Amended and Restated

2009

Incentive Stock Plan

_________________________

Section I. General Provisions

A. Purpose of Plan

The purpose of the Energizer Holdings, Inc. Second Amended and Restated 2009 Incentive Stock Plan (the “Plan”) is to enhance the profitability and value of the Company for the benefit of its shareholders by providing for stock options and other stock awards to attract, retain and motivate officers and other key employees who make important contributions to the success of the Company, and to provide equity-linked compensation for directors.

B. Definitions of Terms as Used in the Plan

“Affiliate” shall mean any entity in an unbroken chain of entities beginning with the Company if, at the time of the granting of an Award, each of the entities other than the last entity in the unbroken chain owns stock (or beneficial ownership for non-corporate entities) possessing 50 percent or more of the total combined voting power of all classes of stock (or beneficial ownership for non- corporate entities) in one of the other entities in such chain.

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“Award” shall mean an Option or any Other Stock Award granted under the terms of the Plan, which shall include such agreements, including but not limited to, non-competition provisions, as determined in the sole discretion of the Committee. “Award Agreement” shall mean the written or electronic document(s) evidencing an Award granted under the Plan. “Board” shall mean the Board of Directors of the Company. “Change of Control” shall mean either of the following, provided that the following constitutes a “change in the ownership” of the Company or “change in the ownership of a substantial portion of the Company’s assets” within the meaning of Code Section 409A:

(i) The acquisition by one person, or more than one person acting as a group, of ownership of stock (including Common Stock)

f the Company that, together with stock held by such person or group, constitutes more than 50% of the total fair market

value or total voting power of the stock of the Company. Notwithstanding the above, if any person or more than one person acting as a group, is considered to own more than 50% of the total fair market value or total voting power of the stock of the Company, the acquisition of additional stock by the same person or persons will not constitute a Change of Control; or

(ii) A majority of the members of the Company’s Board of Directors is replaced during any 12-month period by directors whose

appointment or election is not endorsed by a majority of the members of the Company’s Board of Directors before the date

f the appointment or election.

Persons will not be considered to be acting as a group solely because they purchase or own stock of the same corporation at the same time, or as a result of the same public offering. However, persons will be considered to be acting as a group if they are owners of a corporation that enters into a merger, consolidation, purchase or acquisition of stock, or similar business transaction with the Company. “Code” shall mean the Internal Revenue Code of 1986, as amended, and the regulations and other guidance promulgated thereunder. “Committee” shall mean the Nominating and Executive Compensation Committee of the Board, or any successor committee the Board may designate to administer the Plan, provided such Committee consists of two or more individuals. Each member of the Committee shall be (i) an “outside director” within the meaning of Section 162(m) of the Code and (ii) a “Non-Employee Director” within the meaning of Rule 16b-3 under the Exchange Act, or otherwise qualified to administer the Plan as contemplated by that Rule or any successor Rule under the Exchange Act. “Common Stock” shall mean Energizer Holdings, Inc. $.01 par value Common Stock or common stock of the Company outstanding upon the reclassification of the Common Stock or any other class or series of common stock, including, without limitation, by means of any stock split, stock dividend, creation of targeted stock, spin-off or other distributions of stock in respect of stock, or any reverse stock split, or by reason of any recapitalization, merger or consolidation of the Company. “Company” shall mean Energizer Holdings, Inc., a Missouri corporation, or any successor to all or substantially all of its business by merger, consolidation, purchase of assets or otherwise. “Competition” shall mean, directly or indirectly, owning, managing, operating, controlling, being employed by (whether as an employee, consultant, independent contractor or otherwise, and whether or not for compensation) or rendering services to any person, firm, corporation or other entity, in whatever form, engaged in any business of the same type as any business in which the Company or its Affiliates is engaged or in which they have proposed to be engaged in and in which the recipient of an Award has been involved to any extent (on other than a de minimus basis) at any time during the previous one (1) year period, in any locale of any country in which the Company or its Affiliates conducts business. Competition shall not include owning not more than one percent of the total shares of all classes of stock outstanding of any publicly held entity engaged in such business. “Corporate Officer” shall mean any President, Chief Executive Officer, Corporate Vice President, Controller, Secretary or Treasurer

f the Company, and any other officers designated as corporate officers by the Board.

“Director” shall mean any member of the Board. “Employee” shall mean any person who is employed by the Company or an Affiliate, including Corporate Officers. “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended. “Fair Market Value” of the Common Stock shall mean the closing price as reported on the Composite Tape of the New York Stock Exchange, Inc. on the date that such Fair Market Value is to be determined, or if no shares were traded on the determination date, the immediately following next day on which the Common Stock is traded, or the fair market value as determined by any other method that

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may be required in order to comply with or to conform to the requirements of applicable laws or regulations. “Incentive Stock Options” shall mean Options that qualify as such under Section 422 of the Code. “Non-Qualified Stock Options” shall mean Options that do not qualify as Incentive Stock Options. “Option” shall mean the right, granted under the Plan, to purchase a specified number of shares of Common Stock, at a fixed price for a specified period of time. “Other Stock Award” shall mean any Award granted under Section III of the Plan. “Restricted Equivalent Award” shall mean a right granted under the terms of the Plan to receive shares of Common Stock or cash equal to either (i) a set number of shares of Common Stock or (ii) a number of shares of Common Stock determined under a formula or other criteria, as of specified vesting and/or payment dates. By way of example, Restricted Equivalent Awards may include “market stock units”, which involve a grant of Restricted Stock Equivalents, the number of which are paid as of the vesting and/or payment date based

n (a) the passage of a certain prescribed period of time; or (b) the performance of the Common Stock Fair Market Value over the

performance period. “Restricted Stock Award” shall mean an Award of shares of Common Stock on which are imposed restrictions on transferability or other shareholder rights, including, but not limited to, restrictions which subject such Award to a “substantial risk of forfeiture” as defined in Section 83 of the Code. “Stock Appreciation Right” shall mean a right granted under the terms of the Plan to receive an amount equal to the excess of the Fair Market Value of one share of Common Stock as of the date of exercise of the Stock Appreciation Right over the price per share of Common Stock specified in the Award Agreement of which it is a part. “Termination for Cause” shall mean an Employee’s termination of employment with the Company or an Affiliate because of the Employee’s willful engaging in gross misconduct that materially injures the Company (as determined in good faith by the Committee),

r the Employee’s conviction of a felony or a plea of nolo contendere to such a crime, provided, however, that a Termination for Cause

shall not include termination attributable to (i) poor work performance, bad judgment or negligence on the part of the Employee, (ii) an act or omission believed by the Employee in good faith to have been in or not opposed to the best interests of the Company and reasonably believed by the Employee to be lawful, or (iii) the good faith conduct of the Employee in connection with a change of control

f the Company (including opposition to or support of such change of control).
C. Scope of Plan and Eligibility

Any Employee selected by the Committee, any member of the Board, and consultants and advisors to the Company or an Affiliate selected by the Committee shall be eligible for any Award contemplated under the Plan.

D. Authorization and Reservation

1. The Company shall establish a reserve of authorized shares of Common Stock in the amount of 12,000,000 shares. This reserve shall represent the total number of shares of Common Stock that may be presently issued pursuant to Awards, subject to the last sentence of this Section I.D.1. and Section I.D.2. below. The reserves may consist of authorized but unissued shares of Common Stock or of reacquired shares, or both. Awards other than Options and Stock Appreciation Rights will be counted against the reserve in a 1.95-to-1 ratio.

Upon the forfeiture or expiration of an Award, all shares of Common Stock not issued thereunder shall become available for the granting of additional Awards. Awards under the Plan which are payable in cash will not be counted against the reserve unless actual payment is made in shares of Common Stock instead of cash.

Shares of Common Stock tendered as full or partial payment upon exercise of Options or Stock Appreciation Rights granted under the Plan, shares of Common Stock reserved for issuance upon grants of Stock Appreciation Rights (to the extent the number of reserved shares exceeds the number of shares actually issued upon exercise of the Stock Appreciation Rights), and shares of Common Stock withheld by, or otherwise remitted to, the Company to satisfy an Employee’s tax withholding obligations with respect to Awards under the Plan shall not become available for the granting of additional Awards under the Plan.

The following will not be applied to the share limitations of subsection 1 above: (i) dividends or dividend equivalents paid

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in cash in connection with outstanding Awards, (ii) any shares of Common Stock subject to an Award under the Plan which Award is forfeited, cancelled, terminated, expires or lapses for any reason, and (iii) shares of Common Stock and any Awards that are granted through the settlement, assumption, or substitution of outstanding awards previously granted, or through obligations to grant future awards, as a result of a merger, consolidation, spin-off or acquisition of the employing company with or by the Company. If an Award is to be settled in cash, the number of shares of Common Stock on which the Award is based shall not count toward the share limitations of subsection 1. 5. No fractional shares of Common Stock may be issued under this Plan. Fractional shares of Common Stock will be rounded down to the nearest whole share of Common Stock.

E. Grant of Awards and Administration of the Plan

1. The Committee (or, in the Board’s sole discretion or in the absence of the Committee, the Board) shall determine those Employees eligible to receive Awards and the amount, type and terms of each Award, subject to the provisions of the

Plan. The Board shall determine the amount, type and terms of each Award to a Director in his or her capacity as a

Director, subject to the provisions of the Plan. In making any determinations under the Plan, the Committee or the Board, as the case may be, shall be entitled to rely on reports, opinions or statements of officers or employees of the Company, as well as those of counsel, public accountants and other professional or expert persons. Any such report,

pinions or statements may take into account Award grant practices, including the rate of grant of Awards and any

performance criteria related to such awards, at publicly traded or privately held corporations that are similar to or are industry peers with the Company. All determinations, interpretations and other decisions under or with respect to the Plan or any Award by the Committee or the Board, as the case may be, shall be final, conclusive and binding upon all parties, including without limitation, the Company, any Employee or Director, and any other person with rights to any Award under the Plan, and no member of the Board or the Committee shall be subject to individual liability with respect to the Plan.

The Committee (or, in the Board’s sole discretion or in the absence of the Committee, the Board) shall administer the Plan and, in connection therewith, it shall have full power and discretionary authority to construe and interpret the Plan, establish rules and regulations and perform all other acts it believes reasonable and proper, including the power to delegate responsibility to others to assist it in administering the Plan, to the extent permitted by applicable laws, and the power to adopt sub-plans or establish special rules for grants to individuals outside the U.S., as further described in Sections VI.Q, R and S. To the extent, however, that such construction and interpretation or establishment of rules and regulations relates to or affects any Awards granted to a Director in his or her capacity as a Director, the Board must ratify such construction, interpretation or establishment.

The Committee, or if no Committee has been appointed, the Board, may delegate administration of the Plan to a committee or committees of one or more members of the Board, and the term “Committee” shall apply to any person

r persons to whom such authority has been delegated. The Committee shall have the power to delegate to a

subcommittee any of the administrative powers the Committee is authorized to exercise (and references in this Plan to the Board or the Committee shall thereafter be to the committee or subcommittee), subject, however, to such resolutions, not inconsistent with the provisions of the Plan, as may be adopted from time to time by the Board. The Board may abolish, suspend or supersede the Committee at any time and revest in the Board the administration of the

Plan. The members of the Committee shall be appointed by and serve at the pleasure of the Board. From time to time,

the Board may increase or decrease the size of the Committee, add additional members to, remove members (with or without cause) from, appoint new members in substitution therefor, and fill vacancies, however, caused, in the

Committee. Subject to the limitations prescribed by the Plan and the Board, the Committee may establish and follow

such rules and regulations for the conduct of its business as it may determine to be advisable. Any authority granted to the Committee may also be exercised by the Board or another committee of the Board, except to the extent that the grant or exercise of such authority would cause any Award intended to qualify for favorable treatment under Section 162(m) of the Code to cease to qualify for the favorable treatment under Section 162(m) of the Code. To the extent that any permitted action taken by the Board conflicts with action taken by the Committee, the Board action shall

control. Without limiting the generality of the foregoing, to the extent the Board has delegated any authority under this

Plan to another committee of the Board, such authority shall not be exercised by the Committee unless expressly permitted by the Board in connection with such delegation.

During the term of the Plan, the aggregate number of shares of Common Stock that may be the subject of performance-based Awards (as defined in Section 162(m) of the Code) that may be granted to an Employee or Director during any one fiscal year may not exceed 500,000. The maximum number of shares with regard to which Options and Stock Appreciation Rights may be granted to any individual during any one fiscal year is 500,000. These amounts are

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subject to adjustment as provided in Section VI. F. below. The maximum annual cash award that may be the subject of performance-based Awards that may be granted to an Employee or Director during any one fiscal year under this Plan (but not including any other plan) may not exceed $20,000,000. Awards granted in a fiscal year but cancelled during that same year will continue to be applied against the annual limit for that year, despite cancellation. 5. Awards granted under the Plan shall be evidenced in the manner prescribed by the Committee from time to time pursuant to an Award Agreement. The Committee may require that a recipient execute and deliver, through written or electronic means, his or her acceptance of the Award.

The Committee may, in its discretion, include provisions in an Award Agreement to address treatment of an Award in the event of a Change of Control, which may include, by way of example, 100% vesting, lapse of restrictions or deemed achievement of performance goals. In addition, in the event of a Change in Control, an Award may be treated, to the extent determined by the Committee to be both appropriate and permitted under Section 409A of the Code, in accordance with one of the following methods as determined by the Committee in its sole discretion: (i) upon at least ten days’ advance notice to the affected persons, cancel any outstanding Awards and pay to the holders thereof, in cash or stock, or any combination thereof, the value of such Awards based upon the price per share received or to be received by

ther shareholders of the Company in the event; or (ii) provide for the assumption of or the issuance of substitute

awards that will substantially preserve the otherwise applicable terms of any affected Awards previously granted under the Plan, as determined by the Committee in its sole discretion. In the case of any Option or Stock Appreciation Right with an exercise price that equals or exceeds the price paid for a share in connection with the Change in Control, the Committee may cancel the Option or Stock Appreciation Right without the payment of consideration therefor.

Section II. Stock Options

A. Description

The Committee may grant Incentive Stock Options and/or Non-Qualified Stock Options to Employees eligible to receive Awards under the Plan. The Board may grant Non-Qualified Stock Options to Directors under the Plan.

B. Terms and Conditions

1. Each Option shall have such terms and conditions as the Committee, or in the case of Awards granted to Directors, the Board, may determine, subject to the provisions of the Plan.

The option price of shares of Common Stock subject to any Option shall not be less than the Fair Market Value of the Common Stock on the date that the Option is granted.

The Committee, or in the case of Awards granted to Directors, the Board, shall determine the vesting schedules and the terms, conditions and limitations governing exercisability of Options granted under the Plan. Unless accelerated in accordance with its terms, an Option may not be exercised until a period of at least one year has elapsed from the date of grant, and the term of any Option granted hereunder shall not exceed ten years.

The purchase price of any shares of Common Stock pursuant to exercise of any Option must be paid in full upon such

exercise. The payment shall be made in cash, in United States dollars, by tendering shares of Common Stock owned by

the Employee or Director (or the person exercising the Option), through Net Exercise or Swap Exercise, each as described below, or any other means approved by the Committee prior to the date such Option is exercised. Subject to any additional tax withholding provided for in Section VI.H., any individual electing a Net Exercise of an Option shall receive upon such net exercise a number of shares of Common Stock equal to the aggregate number shares of Common Stock being purchased upon exercise less the number of shares of Common Stock having a Fair Market Value equal to the aggregate purchase price of the shares of Common Stock as to which the Non-Qualified Stock Option is being exercised. Subject to any additional tax withholding provided for in Section VI.H., any individual electing a Swap Exercise shall pay the purchase price of the Option by tendering shares of Common Stock owned by such individual prior to exercising the Option with a Fair Market Value equal to the exercise of the Option. 5. The terms and conditions of any Incentive Stock Options granted hereunder shall be subject to and shall be designed to

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comply with, the provisions of Section 422 of the Code, and any other administrative procedures adopted by the Committee from time to time. Incentive Stock Options may not be granted to any person who is not an Employee at the time of grant. To the extent that the aggregate Fair Market Value (determined at the time an Incentive Stock Option is granted) of the Shares with respect to which Incentive Stock Options are exercisable for the first time by an Optionee during any calendar year under all incentive stock option plans of the Company exceeds $100,000, the Options in excess

f such limit shall be treated as Non-Qualified Stock Options. If, at the time an Incentive Stock Option is granted, the

Employee recipient owns (after application of the rules contained in Section 424(d) of the Code, or its successor provision) shares of Common Stock possessing more than ten percent of the total combined voting power of all classes

f stock of the Company or its subsidiaries, (a) the option price for such Incentive Stock Option shall be at least 110% of

the Fair Market Value of the shares of Common Stock subject to such Incentive Stock Option on the date of grant and (b) such Option shall not be exercisable after the date five years from the date such Incentive Stock Option is granted.

Section III. Other Stock Awards

In addition to Options, the Committee or, in the case of Awards granted to Directors, the Board, may grant Other Stock Awards payable in Common Stock or cash, upon such terms and conditions as the Committee or Board may determine, subject to the provisions of the

Plan. Other Stock Awards may include, but are not limited to, the following types of Awards:
A. Restricted Stock Awards and Restricted Stock Equivalents

1. The Committee or, in the case of Awards granted to a Director in his or her capacity as Director, the Board, may grant Restricted Stock Awards, each of which consists of a grant of shares of Common Stock, or Restricted Stock Equivalents, each of which is the right to receive shares of Common Stock upon vesting at the end of a specified restricted period. The terms and conditions applicable to such an Award shall be set forth in an Award Agreement.

The shares of Common Stock granted will be restricted and may not be sold, pledged, transferred or otherwise disposed

f until the lapse or release of restrictions in accordance with the terms of the Award Agreement and the Plan. Prior to

the lapse or release of restrictions, all shares of Common Stock which are the subject of a Restricted Stock Award are subject to forfeiture in accordance with Section IV of the Plan. During the restricted period, Restricted Stock may not be sold, assigned, transferred or otherwise disposed of, or mortgaged, pledged or otherwise encumbered. In order to enforce the limitations imposed upon the Restricted Stock Awards, the Committee may (A) cause a legend or legends to be placed on any certificates evidencing such Restricted Stock, and/or (B) cause “stop transfer” instructions to be issued, as it deems necessary or appropriate.

Restricted Stock Equivalents that become payable in accordance with their terms and conditions shall be settled in cash, shares of Common Stock, or a combination of cash and shares, as determined by the Committee and set forth in an Award Agreement. Any person who holds Restricted Stock Equivalents shall have no ownership interest in the shares

f Common Stock to which the Restricted Stock Equivalents relate unless and until payment with respect to such

Restricted Stock Equivalents is actually made in shares of Common Stock. The payment date shall be as soon as practicable after the earliest of (A) any vesting date that can be pre-determined at grant under the terms of an Award Agreement, and (B) the occurrence date of an applicable vesting event specified in the applicable Award Agreement. Restricted Stock Equivalents may not be sold, assigned or transferred during the restricted period.

Unless otherwise determined by the Committee as set forth in an Award Agreement, on the date all restrictions lapse or are released so that a Restricted Stock Award or Restricted Stock Equivalents vest and/or become payable, the Company shall pay the recipient or his or her beneficiary an amount equal to the amount of cash dividends, if any, that would have been paid to him or her between the date of grant of such Award and such vesting and/or payment date had vested shares

f Common Stock been issued to the recipient in lieu of the Restricted Stock Award or Restricted Stock Equivalents

that so vested and/or became payable. Such amounts shall be paid in a single lump sum as soon as practicable following such vesting and/or payment date, but in no event later than the 15 th day of the third month following the end of the calendar year in which such date occurs. No interest shall be included in the calculation of such additional cash payment. In no event will dividends or dividend equivalents be paid with respect to any Award which does not vest and/or meet its performance goals. Therefore, dividends and dividend equivalents shall be paid only on vested Restricted Stock Awards

r Restricted Stock Equivalents.
B. Stock Related Deferred Compensation

The Committee may, in its discretion, permit the deferral of payment of an Employee’s cash bonus, other cash compensation or an

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Award to a Participant under this Plan in the form of either Common Stock or Common Stock equivalents (with each such equivalent corresponding to a share of Common Stock), under such terms and conditions as the Committee may prescribe in the Award Agreement relating thereto or a separate election form made available to such Participant, including the terms of any deferred compensation plan under which such Common Stock equivalents may be granted. In addition, the Committee may, in any fiscal year, provide for an additional matching deferral to be credited to an Employee’s account under such deferred compensation plans. The Committee may also permit hypothetical account balances of other cash or mutual fund equivalents maintained pursuant to such deferred compensation plans to be converted, at the discretion of the participant, into the form of Common Stock equivalents, or to permit Common Stock equivalents to be converted into account balances of such other cash or mutual fund equivalents, upon the terms set forth in such plans as well as such other terms and conditions as the Committee may, in its discretion, determine. The Committee may, in its discretion, determine whether any deferral in the form of Common Stock equivalents, including deferrals under the terms of any deferred compensation plans of the Company, shall be paid on distribution in the form of cash or in shares of Common Stock. To the extent Code Section 409A is applicable, all actions pursuant to this Section III.B. must satisfy the requirements of Code Section 409A and the regulations and guidance thereunder, including but not limited to the following: 1. A Participant’s election to defer must be filed at such time as designated by the Committee, but in no event later than the December 31 preceding the first day of the calendar year in which the services are performed which relate to the compensation or Award being deferred. An election may not be revoked or modified after such December 31. However, notwithstanding the previous two sentences, if the compensation or Award is subject to a forfeiture condition requiring the Participant’s continued services for a period of at least 12 months from the date the Participant obtains the legally binding right to the compensation or Award, the Committee may permit a Participant to file an election on or before the 30th day after the Participant obtains the legally binding right to the compensation or Award, provided that the election is filed at least 12 months in advance of the earliest date at which the forfeiture condition could lapse.

A Participant’s election to defer must include the time and form of payment, within the parameters made available by the Committee, and such timing of payment must comply with the permitted payment events under Code Section 409A.

If payment is triggered due to the Participant’s termination of employment or separation from service, such termination

r separation must be a “separation from service” within the meaning of Code Section 409A, and, for purposes of any

such provision of this Plan or an election, references to a “termination,” “termination of employment” or like terms shall mean such a separation from service. The determination of whether and when a separation from service has

ccurred for purposes of this Agreement shall be made in accordance with the presumptions set forth in Section

1.409A-1(h) of the Treasury Regulations, unless the Committee has established other rules in accordance with the requirements of Code Section 409A. If payment is made due to a Participant’s separation from service, and if at the time

f the Participant’s separation from service, he or she is a “specified employee,” within the meaning of Code Section

409A, then to the extent any payment or benefit that the Participant becomes entitled to under this provision on account

f such separation from service would be considered nonqualified deferred compensation under Code Section 409A,

such payment or benefit shall be paid or provided at the date which is the earlier of (i) six (6) months and one day after such separation from service, and (ii) the date of the Participant’s death (the “Delay Period”). All payments and benefits delayed pursuant to this provision shall be paid in a lump sum upon expiration of the Delay Period.

C. Stock Appreciation Rights

The Committee, or in the case of Awards granted to Directors, the Board, may, in its discretion, grant Stock Appreciation Rights to Employees or Directors. Subject to the provisions of the Plan, the Committee or Board in its sole discretion shall determine the terms and conditions of the Stock Appreciation Rights. Such terms and conditions shall be set forth in a written Award Agreement. Each Stock Appreciation Right shall entitle the holder thereof to elect, prior to its cancellation or termination, to exercise such unit or option and receive either cash or shares of Common Stock, or both, as the Committee or Board may determine, in an aggregate amount equal in value to the excess of the Fair Market Value of the Common Stock on the date of such election over the Fair Market Value on the date

f grant of the Stock Appreciation Right; except that if an option is amended to include Stock Appreciation Rights, the designated Fair

Market Value in the applicable Award Agreement may be the Fair Market Value on the date that the Option was granted. The term of any Stock Appreciation Right granted hereunder shall not exceed ten years. The Committee or Board may provide that a Stock Appreciation Right may only be exercised on one or more specified dates. Stock Appreciation Rights may be granted on a “free-standing” basis or in conjunction with all or a portion of the shares of Common Stock covered by an Option. In addition to any other terms and conditions set forth in the Award Agreement, Stock Appreciation Rights shall be subject to the following terms: (i) Stock Appreciation Rights, unless accelerated in accordance with their terms, may not be exercised within the first year after the date of grant, (ii) the Committee or Board, as the case may be, may, in its sole discretion, disapprove an election to surrender any Stock Appreciation Right for cash in full or partial settlement thereof, provided that such disapproval shall not affect the recipient’s right to surrender the Stock Appreciation Right at a later date for shares of Common Stock or cash, and (iii) no Stock Appreciation Right may be exercised unless the

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holder thereof is at the time of exercise an Employee or Director and has been continuously since the date the Stock Appreciation Right was granted, except that the Committee or Board may permit the exercise of any Stock Appreciation Right for any period following the recipient’s termination of employment or retirement or resignation from the Board, not in excess of the original term of the Award, on such terms and conditions as it shall deem appropriate and specify in the related Award Agreement.

D. Performance-Based Other Stock Awards

The payment under any Other Stock Award that the Committee or Board determines shall be a performance-based Award (as defined in Section 162(m) of the Code) (hereinafter “Target Award”) shall be contingent upon the attainment of one or more pre-established performance goals established by the Committee in writing within ninety (90) days after the commencement of the Target Award performance period (or in the case of a newly hired Employee, before 25% of such Employee’s service for such Target Award performance period has lapsed). Such performance goals will be based upon one or more of the following performance-based criteria: (a) earnings per share, net earnings per share or growth in such measures; (b) revenue, net revenue, income, net income or growth in revenue or income (all either before or after taxes); (c) return measures (including, but not limited to, return on assets, capital, investment, equity, revenue or sales); (d) cash flow return on investments which equals net cash flows divided by owners’ equity; (e) controllable earnings (a division’s operating profit, excluding the amortization of goodwill and intangible assets, less a charge for the interest cost for the average working capital investment by the division); (f) operating earnings or net operating earnings; (g) costs or cost control; (h) share price (including, but not limited to, growth measures); (i) total shareholder return (stock price appreciation plus dividends); (j) economic value added; (k) EBITDA; (l) operating margin or growth in operating margin; (m) market share or growth in market share; (n) cash flow, cash flow from operations or growth in such measures; (o) sales revenue or volume or growth in such measures; (p) gross margin or growth in gross margin; (q) productivity; (r) brand contribution; (s) product quality; (t) corporate value measures; (u) goals related to acquisitions, divestitures or customer satisfaction; (v) diversity; (w) index comparisons; (x) debt-to-equity

r debt-to-stockholders’ equity ratio; (y) working capital, (z) risk mitigation; (aa) sustainability and environmental impact; or (bb)

employee retention. Performance may be measured on an individual, corporate group, business unit, subsidiary, division, department, region, function or consolidated basis and may be measured absolutely or relatively to the Company’s peers. In establishing the performance goals, the Committee may provide that the performance goals will be adjusted to account for the effects of acquisitions, divestitures, extraordinary dividends, stock split-ups, stock dividends or distributions, issuances of any targeted stock, recapitalizations, warrants or rights issuances or combinations, exchanges or reclassifications with respect to any outstanding class or series of Stock, or a corporate transaction, such as any merger of the Company with another corporation, any consolidation of the Company and another corporation into another corporation, any separation of the Company or its business units (including a spinoff or other distribution of stock or property by the Company), any reorganization of the Company (whether or not such reorganization comes within the definition

f such term in Code Section 368) or any partial or complete liquidation by the Company, or sale of all or substantially all of the assets
f the Company, or other extraordinary items. Unless otherwise specifically provided by the Committee when authorizing an Award, all

performance-based criteria, including any adjustments described in the preceding sentence, shall be determined by applying U.S. generally accepted accounting principles, as reflected in the Company’s audited financial statements. The Committee, in its discretion, may cancel or decrease an earned Target Award, but, except as otherwise permitted by Treasury Regulation Section 1.162-27(e)(2)(iii)(C), may not, under any circumstances, increase such award. Before payments are made under a Target Award, the Committee shall certify in writing that the performance goals justifying the payment under Target Award have been

met. In no event will dividends or dividend equivalents be paid with respect to any Award which does not vest and/or meet its

performance goals. Therefore, dividends and dividend equivalents shall be paid only on the vested portion of Target Awards for which the applicable performance goals are achieved.

Section IV. Forfeiture of Awards

A. Unless the Committee, or in the case of a Director, the Board, shall have determined otherwise in an Award Agreement, the

recipient of any Award pursuant to the Plan shall forfeit the Award, to the extent not then payable or exercisable, upon the occurrence

f any of the following events, subject to compliance with any applicable local laws:

1. The recipient is Terminated for Cause.

The recipient voluntarily terminates his or her employment, except as otherwise provided in the Award Agreement.

The recipient engages in Competition with the Company or any Affiliate.

The recipient engages in any activity or conduct contrary to the best interests of the Company or any Affiliate, including, but not limited to, conduct that breaches the recipient’s duty of loyalty to the Company or an Affiliate or that is materially injurious to the Company or an Affiliate, monetarily or otherwise. Such activity or conduct may include,

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without limitation: (i) disclosing or misusing any confidential information pertaining to the Company or an Affiliate; (ii) any attempt, directly or indirectly, to induce any Employee of the Company or any Affiliate to be employed or perform services elsewhere, or (iii) any direct or indirect attempt to solicit, or assist another employer in soliciting, the trade of any customer or supplier or prospective customer of the Company or any Affiliate.

B. The Committee or the Board, as the case may be, may include in any Award Agreement any additional or different conditions of

forfeiture it may deem appropriate, and may waive any condition of forfeiture stated above or in the Award Agreement.

C. In the event of forfeiture, the recipient shall lose all rights in and to portions of the Award which are not vested or which are not
exercisable. Except in the case of Restricted Stock Awards as to which restrictions have not lapsed, this provision, however, shall not be

invoked to require any recipient to transfer to the Company any Common Stock already received under an Award.

D. Such determinations as may be necessary for application of this Section, including any grant of authority to others to make

determinations under this Section, shall be at the sole discretion of the Committee, or in the case of Awards granted to Directors, of the Board, and such determinations shall be conclusive and binding.

Section V. Beneficiary Designation; Death of Awardee

A. If permitted by the Committee, an Award recipient may file with the Committee a written designation of a beneficiary or

beneficiaries (subject to such limitations as to the classes and number of beneficiaries and contingent beneficiaries as the Committee may from time to time prescribe) to exercise, in the event of the death of the recipient, an Option or Stock Appreciation Right, or to receive, in such event, any Other Stock Awards. The Committee reserves the right to review and approve beneficiary designations and/or require that a particular form be used to be effective with respect to an Award. A recipient may from time to time revoke or change any such designation of beneficiary and any designation of beneficiary under the Plan shall be controlling over any other disposition, testamentary or otherwise. However, if the Committee shall be in doubt as to the right of any such beneficiary to exercise any Option or Stock Appreciation Right, or to receive any Other Stock Award, the Committee may determine to recognize only an exercise by, or right to receive of, the legal representative of the recipient, in which case the Company, the Committee and the members thereof shall not be under any further liability to anyone.

B. Upon the death of an Award recipient, the following rules shall apply:

1. An Option, to the extent exercisable on the date of the recipient’s death, may be exercised at any time within three years after the recipient’s death, but not after the expiration of the term of the Option. The Option may be exercised by the recipient’s designated beneficiary (to the extent there is a beneficiary designation on file which the Committee has allowed) or personal representative or the person or persons entitled thereto by will or in accordance with the laws of descent and distribution, or by the transferee of the Option in accordance with the provisions of Section VI.A.

In the case of any Other Stock Award, any shares of Common Stock or cash payable shall be determined as of the date

f the recipient’s death, in accordance with the terms of the Award Agreement, and the Company shall issue such

shares of Common Stock or pay such cash to the recipient’s designated beneficiary or personal representative or the person or persons entitled thereto by will or in accordance with the laws of descent and distribution.

Section VI. Other Governing Provisions

A. Transferability

Except as otherwise provided herein, no Award shall be transferable other than by beneficiary designation, will or the laws of descent and distribution, and any right granted under an Award may be exercised during the lifetime of the holder thereof only by the Award recipient or by his/her guardian or legal representative; provided, however, that an Award recipient may be permitted, in the sole discretion of the Committee, to transfer to a member of such recipient’s immediate family, family trust or family partnership as defined by the Committee or its delegee, an Option granted pursuant to Section II. hereof, other than an Incentive Stock Option, subject to such terms and conditions as the Committee, in their sole discretion, shall determine.

B. Rights as a Shareholder

A recipient of an Award shall have no rights as a shareholder, with respect to any Awards or shares of Common Stock which may be issued in connection with an Award, until the issuance of a Common Stock certificate for such shares, and no adjustment other than as

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stated herein shall be made for dividends or other rights for which the record date is prior to the issuance of such Common Stock

certificate. In addition, with respect to Restricted Stock Awards, recipients shall have only such rights as a shareholder as may be set

forth in the terms of the Award Agreement. Notwithstanding the previous language in this Section VI.B, in no event will dividends or dividend equivalents be paid with respect to any Award which does not vest and/or meet its performance goals. Therefore, dividends and dividend equivalents shall be paid only on the vested portion of Awards on or after the date such Awards, or portion thereof, vest.

C. General Conditions of Awards

No Employee, Director or other person shall have any rights with respect to the Plan, the shares of Common Stock reserved or in any Award, contingent or otherwise, until an Award Agreement shall have been delivered to the recipient and all of the terms, conditions and provisions of the Plan applicable to such recipient shall have been met.

D. Reservation of Rights of Company

Neither the establishment of the Plan nor the granting of an Award shall confer upon any Employee any right to continue in the employ

f the Company or any Affiliate or interfere in any way with the right of the Company or any Affiliate to terminate such employment at

any time, provided in compliance with applicable local laws and individual employment contracts (if any). No Award shall be deemed to be salary or compensation for the purpose of computing benefits under any employee benefit, pension or retirement plans of the Company or any Affiliate, unless the Committee shall determine otherwise, applicable local law provides otherwise or the terms of such plan specifically include such compensation.

E. Acceleration

The Committee, or, with respect to any Awards granted to Directors, the Board, may, in its sole discretion, accelerate the vesting or date

f exercise of any Awards except to the extent such acceleration will result in adverse tax consequences under Code Section 409A.
F. Effect of Certain Changes

In the event of any extraordinary dividend, stock split-up, stock dividend, spin-off, issuance of targeted stock, recapitalization, warrant or

rights issuance, or combination, exchange or reclassification with respect to the Common Stock or any other class or series of common stock of the Company, or consolidation, merger or sale of all, or substantially all, of the assets of the Company, the Committee shall cause equitable adjustments to be made to the shares reserved under Section I.D. of the Plan and the limits on Awards set forth in Section I.E.3. of the Plan, and the Committee or Board shall cause such adjustments to be made to the terms of outstanding Awards to reflect such event and preserve the value of such Awards. Any such adjustments to a Non-Qualified Stock Option or a Stock Appreciation Right shall comply with the requirements of the regulations under Section 409A of the Code. If any such adjustment would result in a fractional share of Common Stock being issued or awarded under this Plan, such fractional share shall be disregarded.

G. Repricing

Without the prior approval of the Company’s shareholders, the Company will not affect a “repricing” (as defined below) of any Options

r Other Stock Awards granted under the terms of the Plan. For purposes of the immediately preceding sentence, a “repricing” shall be

deemed to mean any of the following actions or any other action having the same effect: (a) the lowering of the purchase price of an Option or Other Stock Award after it is granted; (b) the cancelling of an Option or Other Stock Award in exchange for another Option or Other Stock Award at a time when the purchase price of the cancelled Option or Other Stock Award exceeds the Fair Market Value of the underlying Stock (unless the cancellation and exchange occurs in connection with a merger, acquisition, spin-off or other similar corporate transaction); (c) the purchase of an Option or Other Stock Award for cash or other consideration at a time when the purchase price of the purchased Option or Other Stock Award exceeds the Fair Market Value of the underlying Stock (unless the purchase occurs in connection with a merger, acquisition, spin-off or other similar corporate action); or (d) an action that is treated as a repricing under generally accepted accounting principles.

H. Withholding of Taxes

The Company and its Affiliates shall satisfy any federal, state, foreign or local income tax, social insurance contributions, payment on account or other withholding obligations (“Tax Withholdings”) resulting from recipients’ participation in the Plan by any of the following means as determined by the Committee (or Board in the case of Awards granted to Directors), in its discretion: (1) by reducing the number of shares of Common Stock otherwise payable under such Awards to the extent the Awards are settled in shares; (2) by withholding from recipient’s salary, compensation or other payments made to him or her; (3) by requiring recipient to make a cash payment to the Company or one of its Affiliates in advance of receiving shares or cash pursuant to the Award; (4) withholding from the cash settlement to the extent the Award is settled in cash; (5) selling shares of Common Stock on the market either through a cashless exercise transaction or other sale on the market; or (6) any other means set forth in the Award Agreement.

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In the event that the number of shares of Common Stock otherwise payable are reduced in satisfaction of tax obligations, such number

f shares shall be calculated by reference to the Fair Market Value of the Common Stock on the date that such taxes are determined.

With respect to Corporate Officers, Directors or other recipients subject to Section 16(b) of the Exchange Act, the Committee, or, with respect to Awards granted to Directors, the Board, may impose such other conditions on the recipient’s election as it deems necessary or appropriate in order to exempt such withholding from the penalties set forth in said Section.

I. No Warranty of Tax Effect

No opinion is expressed nor warranties made as to the tax effects under federal, foreign, state or local laws or regulations of any Award granted under the Plan. Regardless of whether Awards are intended to qualify for favorable tax treatment, the Company does not warrant or represent that such treatment will be available.

J. Amendment of Plan

Except as otherwise provided in this Section VI.J., the Board may, from time to time, amend, suspend or terminate the Plan in whole or in part, and if terminated, may reinstate any or all of the provisions of the Plan, except that (i) no amendment, suspension or termination may apply to the terms of any outstanding Award (contingent or otherwise) granted prior to the effective date of such amendment, suspension or termination, in a manner which would reasonably be considered to be adverse to the recipient, without the recipient’s consent; (ii) except as provided in Section VI.F., no amendment may be made to increase the number of shares of Common Stock reserved under Section I.D. of the Plan; and (iii) except as provided in Section VI.F., no amendment may be made to increase the limitations set forth in Section 1.E.3. of the Plan. To the extent a portion of the Plan is subject to Code Section 409A, the Board may terminate the Plan, and distribute all vested accrued benefits, without consent from affected Award recipients, subject to the restrictions set forth in Treasury Regulation §1.409A-3(j)(4). A termination of any portion of the Plan that is subject to Code Section 409A must comply with the provisions of Code Section 409A and the regulations and guidance promulgated thereunder, including, but not limited to, restrictions on the timing of final distributions and the adoption of future deferred compensation arrangements.

K. Construction of Plan

The place of administration of the Plan shall be in the State of Missouri and the validity, construction, interpretation, administration and effect of the Plan and of its rules and regulations, and rights relating to the Plan, shall be determined solely in accordance with the laws

f the State of Missouri, without giving regard to the conflict of laws provisions thereof.
L. Choice of Law/Venue

The validity, construction and effect of the Plan and any actions taken or relating to the Plan shall be determined in accordance with the laws of the State of Missouri without giving effect to its choice of law provisions. Any legal action against the Plan, the Company, an Affiliate, or the Committee may only be brought in the Circuit Court in St. Louis County and/or the United States District Court in St. Louis, Missouri.

M. Unfunded Nature of Plan

The Plan, insofar as it provides for cash payments, shall be unfunded, and the Company shall not be required to segregate any assets which may at any time be awarded under the Plan. Any liability of the Company to any person with respect to any Award under the Plan shall be based solely upon any contractual obligations which may be created by the terms of any Award Agreement entered into pursuant to the Plan. No such obligation of the Company shall be deemed to be secured by any pledge of, or other encumbrance on, any property

f the Company.
N. Successors

All obligations of the Company under the Plan, with respect to any Awards granted hereunder, shall be binding on any successor to the Company, whether the existence of such successor is the result of a direct or indirect purchase, merger, consolidation or otherwise, of all or substantially all of the business and/or assets of the Company.

O. Compliance with Code Section 409A

To the extent applicable, this Plan and all Awards granted hereunder shall be construed in a manner consistent with the requirements of Code Section 409A.

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P. Clawback and Noncompete

Notwithstanding any other provisions of this Plan, any Award will be subject to such deductions and clawback as may be required to be made pursuant to any law, government regulation or stock exchange listing requirement, or any policy adopted by the Company. In addition and notwithstanding any other provisions of this Plan, any Award shall be subject to such noncompete provisions under the terms of the Award Agreement or any other agreement or policy adopted by the Company, including, without limitation, any such terms providing for immediate termination and forfeiture of an Award if and when the recipient becomes an employee, agent or principal of an entity engaging in Competition with the Company.

Q. Sub-Plans

The Committee may from time to time establish sub-plans under the Plan for purposes of satisfying blue sky, securities, tax or other laws of various jurisdictions in which the Company intends to grant Awards. Any sub-plans shall contain such limitations and other terms and conditions as the Committee determines are necessary or desirable. All sub-plans shall be deemed a part of the Plan, but each sub-plan shall apply only to the Participants in the jurisdiction for which the sub-plan was designed.

R. Non-Uniform Treatment

The Committee’s determinations under the Plan need not be uniform and may be made by it selectively among persons who are eligible to receive, or actually receive, Awards. Without limiting the generality of the foregoing, the Committee shall be entitled to make non- uniform and selective determinations, amendments and adjustments and to enter into non-uniform and selective Award Agreements.

S. Employees Employed in Foreign Jurisdictions

In order to enable participants who are foreign nationals or employed outside the United States, or both, to receive Awards under the Plan, the Committee may adopt such amendments, administrative policies, sub-plans and the like as are necessary or advisable, in the

pinion of the Committee, to effectuate the purposes of the Plan and achieve favorable tax treatment or facilitate compliance under the

laws of the applicable foreign jurisdiction without otherwise violating the terms of the Plan. Therefore, to the extent the Committee determines that the restrictions imposed by this Plan preclude the achievement of material purposes of the Awards in jurisdictions

utside of the United States, the Committee has the authority and discretion to modify those restrictions as the Committee determines to

be necessary or appropriate to conform to applicable requirements or practices of jurisdictions outside of the United States.

T. Substitute Awards.

Awards may be granted under this Plan from time to time in substitution for Awards held by employees of other corporations who are about to become Employees, or whose employer is about to become an Affiliate, as the result of a merger or consolidation of the Company or an Affiliate with another corporation, the acquisition by the Company or an Affiliate of all or substantially all the assets of another corporation or the acquisition by the Company or an Affiliate of at least 50% of the issued and outstanding stock of another

corporation. The terms and conditions of the substitute Awards so granted may vary from the terms and conditions set forth in this Plan

to such extent as the Board at the time of the grant may deem appropriate to conform, in whole or in part, to the provisions of the Awards in substitution for which they are granted, but with respect to Awards which are Incentive Stock Options, no such variation shall be permitted which affects the status of any such substitute option as an Incentive Stock Option.

Section VII. Effective Date and Term

Subject to the approval of the Company shareholders, this Amendment and Restatement shall be effective November 4, 2013 and shall continue in effect until December 31, 2018, when it shall terminate. Upon termination, any balances in the reserve established under Section I.D. shall be cancelled, and no Awards shall be granted under the Plan thereafter. The Plan shall continue in effect, however, insofar as is necessary, to complete all of the Company’s obligations under outstanding Awards or to conclude the administration of the Plan.

4119777.7

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Exhibit 31(i) Certification of Chief Executive Officer I, Ward M. Klein, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Energizer Holdings, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the

period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules

13a-15(f) and 15d-15(f)) for the registrant and have:

designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control

ver financial reporting; and

5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent

functions):

all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. Date: January 30, 2014 /s/ Ward M. Klein Ward M. Klein Chief Executive Officer

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Exhibit 31(ii) Certification of Executive Vice President and Chief Financial Officer I, Daniel Sescleifer, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Energizer Holdings, Inc.;

period covered by this report;

13a-15(f) and 15d-15(f)) for the registrant and have:

ver financial reporting; and

functions):

any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting Date: January 30, 2014 /s/ Daniel J. Sescleifer Daniel J. Sescleifer Executive Vice President and Chief Financial Officer

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Exhibit 32(i) CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of Energizer Holdings, Inc. (the “Company”) on Form 10-Q for the period ending December 31, 2013 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Ward M. Klein, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that, to my best knowledge:

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Dated: January 30, 2014 /s/ Ward M. Klein Ward M. Klein Chief Executive Officer

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Exhibit 32(ii) CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of Energizer Holdings, Inc. (the “Company”) on Form 10-Q for the period ending December 31, 2013 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Daniel J. Sescleifer, Executive Vice President and Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that, to my best knowledge:

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Dated: January 30, 2014 /s/ Daniel J. Sescleifer Daniel J. Sescleifer Executive Vice President and Chief Financial Officer

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