UNITED STATESSECURITIES 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

Or

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For 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. Employerincorporation 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 duringthe 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 requirementsfor 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 tobe 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 theregistrant 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 thedefinitions of “large accelerated filer”, “accelerated filer”, and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer x Accelerated filer o Non-accelerated filer o Smaller reporting company o (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 PagePART I — FINANCIAL INFORMATION

Item 1. Financial Statements

Unaudited Consolidated Statements of Earnings and Comprehensive Income (Condensed) for the Quarter Ended December31, 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 5

Notes to Unaudited Condensed Financial Statements 6

Items 2 and 3. Management’s Discussion and Analysis of Financial Condition and Results of Operations, andQuantitative 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

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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 2012Net sales $ 1,113.9 $ 1,192.5Cost of products sold 602.1 630.9Gross profit 511.8 561.6

Selling, general and administrative expense 203.5 200.5Advertising and sales promotion expense 81.0 94.8Research and development expense 21.9 24.62013 restructuring 24.4 49.0Pension curtailment — (37.4)

Interest expense 31.2 33.5Other financing items, net (2.0) 7.9Earnings before income taxes 151.8 188.7Income tax provision 43.9 58.9Net earnings $ 107.9 $ 129.8

Basic net earnings per share $ 1.73 $ 2.10Diluted net earnings per share $ 1.71 $ 2.07

Statement of Comprehensive Income: Net earnings $ 107.9 $ 129.8Other comprehensive income/(loss), net of tax

Foreign currency translation adjustments 0.2 14.4Pension/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

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ENERGIZER HOLDINGS, INC.CONSOLIDATED BALANCE SHEETS

(Condensed)(In millions - Unaudited)

AssetsDecember 31,

2013 September 30,

2013Current assets

Cash and cash equivalents $ 881.5 $ 998.3Trade receivables, less allowance for doubtful accounts of$15.9 and $16.0, respectively 463.4 480.6Inventories 611.6 616.3Other current assets 561.3 473.2

Total current assets 2,517.8 2,568.4Property, plant and equipment, net 847.6 755.6Goodwill 1,477.3 1,475.8Other intangible assets, net 1,876.0 1,835.5Other 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 $ 140.0Notes payable 161.1 99.0Accounts payable 288.6 340.4Other current liabilities 511.6 574.0

Total current liabilities 1,181.3 1,153.4Long-term debt 1,918.8 1,998.8Other liabilities 1,165.9 1,111.6

Total liabilities 4,266.0 4,263.8Shareholders' equity

Common stock 0.7 0.7Additional paid-in capital 1,619.7 1,628.9Retained earnings 1,220.1 1,144.1Treasury stock (137.5) (147.2)

Accumulated other comprehensive loss (168.5) (172.9)

Total shareholders' equity 2,534.5 2,453.6Total liabilities and shareholders' equity $ 6,800.5 $ 6,717.4

See accompanying Notes to (Unaudited) Condensed Financial Statements

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ENERGIZER HOLDINGS, INC.CONSOLIDATED STATEMENTS OF CASH FLOWS

(Condensed)(In millions - Unaudited)

Quarter Ended December 31, 2013 2012Cash Flow from Operating Activities

Net earnings $ 107.9 $ 129.8Non-cash restructuring costs 4.4 23.4Pension curtailment — (37.4)

Depreciation and amortization 33.4 38.3Non-cash items included in income 47.3 37.6Other, 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 0.1Other, 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 58.3 131.1Cash dividends paid (31.3) (24.8)

Proceeds from issuance of common stock 2.0 6.6Excess 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) 68.6Cash and cash equivalents, beginning of period 998.3 718.5Cash 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 allof the information and footnotes required by generally accepted accounting principles for complete financial statements. The year-endcondensed balance sheet data was derived from audited financial statements, but do not include all disclosures required by accountingprinciples generally accepted in the United States of America (GAAP). In the opinion of management, all adjustments considered necessaryfor a fair presentation have been included. Certain reclassifications have been made to the prior year financial statements to conform to thecurrent 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 statementsshould be read in conjunction with the financial statements and notes thereto for Energizer Holdings, Inc. (the Company) for the year endedSeptember 30, 2013 included in the Annual Report on Form 10-K dated November 21, 2013.

Note 1 – Segment noteOperations for the Company are managed via two segments - Personal Care (Wet Shave, Skin Care, Feminine Care and Infant Care) andHousehold 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 careacquisition) and the financial performance related to these brands will be included in the Company’s Personal Care segment and within theFeminine Care product category. Segment performance is evaluated based on segment operating profit, exclusive of general corporateexpenses, share-based compensation costs, costs associated with most restructuring initiatives including the 2013 restructuring detailedbelow, acquisition integration or business realignment activities, and amortization of intangible assets. Financial items, such as interestincome and expense, are managed on a global basis at the corporate level. The exclusion of the above mentioned items from segmentresults 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 andHousehold 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 anallocated cost basis, in which the costs of shared segment business functions are allocated between the segments. Such allocations areestimates, 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 2013restructuring project. A portion of these costs were previously reported at the segment level, but are now reported within General corporateand 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 thefeminine care acquisition representing the increased fair value of the inventory based on the estimated selling price of the finished goodsacquired 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 inventoryacquired in the feminine care acquisition for the quarter ended December 31, 2013. The remaining amount of the inventory valuationadjustment 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 anon-recurring item directly associated with the feminine care acquisition. Such presentation reflects management’s view on how segmentresults are evaluated.

For the quarter ended December 31, 2013 , the Company recorded $24.4 in restructuring charges related to its 2013 restructuring ascompared to $49.0 in the prior year quarter. The 2013 restructuring charges were reported on a separate line in the Consolidated Statementsof Earnings and Comprehensive Income (Condensed). In addition, pre-tax costs of $2.3 for the quarter ended December 31, 2013 associatedwith certain information technology enablement activities related to the Company's restructuring initiatives were included in SG&A on theConsolidated

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Statement of Earnings and Comprehensive Income (Condensed). These information technology costs are considered part of the total projectcosts 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 significantof the Company's pension obligations. Effective January 1, 2014, the pension benefit earned to date by active participants under the legacyEnergizer U.S. pension plans was frozen and future service benefits are no longer being accrued under these retirement programs. For thequarter ended December 31, 2012 , the Company recorded a non-cash, pre-tax curtailment gain of $37.4 as a result of this plan change. Thepension 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 2012Net Sales

Personal Care $ 550.2 $ 554.3Household Products 563.7 638.2

Total net sales $ 1,113.9 $ 1,192.5 For the quarter ended December 31, 2013 2012Segment Profit

Personal Care $ 130.3 $ 116.2Household 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 — 37.4Amortization 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, generaland 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 $ 401.7Wet Shave 365.2 394.5Other batteries and lighting products 198.1 236.5Feminine Care 80.9 42.0Skin Care 56.2 63.1Infant Care 35.3 41.0Other 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,

2013Personal Care $ 1,387.2 $ 1,208.3Household Products 1,040.9 1,033.0

Total segment assets 2,428.1 2,241.3Corporate 1,019.1 1,164.8Goodwill 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 BrandsIn October 2013, the Company completed the acquisition of the Stayfree pad, Carefree liner and o.b. tampon feminine care brands in theU.S., Canada and the Caribbean from Johnson & Johnson for an aggregate cash purchase price of approximately $185. The purchase priceis subject to a working capital adjustment, which is expected to be finalized during the second quarter. The Company financed the femininecare acquisition with available foreign cash of approximately $135 and $50 obtained from borrowings under the Company’s available debtfacilities. Liabilities assumed as a result of the feminine care acquisition are limited primarily to certain employee benefit obligations. TheCompany expects to combine these acquired brands within its existing feminine care business in the Personal Care segment. Combiningthese complementary businesses with our existing feminine care products provides the Company with brands in each of the key femininehygiene 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 allocatingthe purchase price, but this is subject to change as we complete our valuation activities. The purchase price allocation is not complete due tothe timing of the acquisition and is expected to be finalized by March 31, 2014. For purposes of the preliminary allocation, the Company hasestimated a fair value adjustment for inventory based on the estimated selling price of the finished goods acquired at the closing date less thesum of (a) costs of disposal and (b) a reasonable profit allowance for the selling effort of the acquiring entity. The preliminary fair valueadjustment for the acquired equipment was established using a cost and market approach. The fair values of the identifiable intangible assetswere 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. Anychanges to the preliminary estimates of the fair value of assets acquired and liabilities assumed, some of which may be material, will beallocated to residual goodwill and reflected from the feminine care acquisition date.

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At December 31, 2013, the preliminary allocation of the purchase price is as follows:

Inventories $ 44.4Intangible assets 44.3Other assets 7.2Property, plant and equipment,net 114.2Other 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 andamortized 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 theConsolidated 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 theCompany'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 functionalsupport across the organization, reduced overhead spending, creation of a center-led purchasing function, and rationalization andstreamlining 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 projectand delegated authority to the Company's management to determine the final actions with respect to the plan. As a result of the expandedscope of the Company's restructuring efforts, incremental costs will be incurred to successfully execute the program. It is estimated that fiscal2014 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 chargesrelated 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-cashasset 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, associatedwith 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 endedDecember 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 technologyenablement activities related to the Company's restructuring initiatives were included in SG&A on the Consolidated Statement of Earningsand Comprehensive Income

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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 ofallocating 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 ourHousehold 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 ofapproximately $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 bothsegments, 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 beallocated as follows: Personal Care of approximately $4; and Household Products of approximately $10. Consulting, programmanagement 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, andapproximately $80 relates to consulting, program management and other exit costs. Consulting, program management and other exit costsare inclusive of approximately $8 in certain information technology enablement costs (included in SG&A) and approximately $6 inobsolescence charges related to the exit of certain non-core product lines (included in Cost of products sold), both of which are considered partof 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 expandedscope 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 areapproximately $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,

2013Charge to

Income CashNon-Cash December 31, 2013

Severance & Termination Related Costs $ 16.3 $ 5.9 $ (10.7) $ — $ 11.5Asset 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 paymentsTotal compensation costs charged against income for the Company’s share-based compensation arrangements were $8.3 and $6.3 for thequarter ended December 31, 2013 and 2012, respectively, and were recorded in Selling, general and administrative expense (SG&A). Thetotal income tax benefit recognized in the Consolidated Statements of Earnings and Comprehensive Income (Condensed) for share-basedcompensation 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 vestratably over four years or upon death or change of control. At the same time, the Company granted two RSE awards to a group of keyexecutives. One grant includes approximately 39,800 shares and vests, in most cases, on the third anniversary of the date of grant or upondeath or change of control. The second grant includes approximately 238,600 shares, which vests on the date that the Company publiclyreleases its earnings for its 2016 fiscal year, contingent upon achievement of performance targets with respect to adjusted cumulativeearnings before interest taxes depreciation and amortization (EBITDA) and adjusted return on invested capital, weighted equally, and subjectto adjustment based on relative total shareholder return during the three year performance period based on a relevant group of industrial andconsumer goods companies. In addition, the terms of the performance awards provide that the awards vest upon death and in someinstances upon change of control and potential pro rata vesting for retirement based on age and service requirements. The total performanceawards expected to vest will be amortized over the vesting period. The closing stock price on the date of the grant used to determine the awardestimated fair value was $101.56. The awards that are contingent upon achievement of performance targets have a 5% fair value premiumadded to the closing stock price on the date of the grant based on a simulation of outcomes under the relative total shareholders' return metricrequired by the Accounting Standards Codification ("ASC") section 718.

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Note 5 – Earnings per shareBasic earnings per share is based on the average number of common shares outstanding during the period. Diluted earnings per share isbased on the average number of shares used for the basic earnings per share calculation, adjusted for the dilutive effect of stock options andrestricted 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 2012Numerator:

Net earnings for basic and dilutive earnings per share $ 107.9 $ 129.8Denominator:

Weighted-average shares - basic 62.5 61.8Effect of dilutive securities:

Stock options 0.1 0.1Restricted stock equivalents 0.5 0.7

Total dilutive securities 0.6 0.8Weighted-average shares - diluted 63.1 62.6

Basic net earnings per share $ 1.73 $ 2.10Diluted 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 outstandingRSEs and stock options were not included in the diluted net earnings per share calculation because to do so would have been anti-dilutive. Inthe event that potentially dilutive securities are anti-dilutive on net earnings per share (i.e., have the effect of increasing EPS because theexercise price is higher than the current share price), the impact of the securities is not included in the computation. Note 6 – Goodwill and intangibles, netThe following table sets forth goodwill by segment as of October 1, 2013 and December 31, 2013.

HouseholdProducts

PersonalCare Total

Balance at October 1, 2013 $ 37.2 $ 1,438.6 $ 1,475.8Cumulative 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 AccumulatedAmortization Net

To be amortized: Tradenames/Brands $ 19.0 $ 13.0 $ 6.0Technology and patents 75.7 58.3 17.4Customer-related/Other 163.4 59.7 103.7Total 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 December31, 2013, an increase of $45.0 from September 30, 2013 due to the feminine care

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acquisition and changes in foreign currency translation rates. Estimated amortization expense for amortizable intangible assets for theremainder 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 whenindicators of a potential impairment are present. The Company continuously monitors changing business conditions, which may indicatethat the remaining useful life of goodwill and other intangible assets may warrant revision or carrying amounts may require adjustment. Aspart of the fiscal 2013 testing, no impairment was indicated. However, the indicated fair values resulting from the Company's discountedcash 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 assumptionsincluded 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-livedintangible assets. As in the past, the Company plans to complete it's annual testing for fiscal 2014 in the fourth fiscal quarter, in conjunctionwith 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 inthe disclosures above and will be adjusted when the final purchase price allocations are complete. The Company has developed apreliminary estimate of these values, but amounts are subject to change upon completion of the valuation analysis. The purchase priceallocation is expected to be finalized by March 31, 2014. For purposes of the preliminary allocation, the fair values of the identifiable intangibleassets were estimated using various valuation methods including discounted cash flows using both an income and cost approach. Anychanges to the preliminary estimates of the fair value of assets acquired and liabilities assumed will be allocated to residual goodwill and priorperiod financial information will be restated. Note 7 – Pension plans and other postretirement benefitsThe Company has several defined benefit pension plans covering substantially all of its employees in the United States (U.S.) and certainemployees in other countries. The plans provide retirement benefits based on years of service and on earnings. In the first quarter of fiscal2013, the Company approved and communicated changes to its U.S. pension plan, which is the most significant of the Company's pensionobligations. Effective January 1, 2014, the pension benefit earned to date by active participants under the legacy Energizer U.S. pension planwill 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 pensioncurtailment 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 andlife insurance benefits in the U.S. The communication was provided to all eligible participants of the impacted plans and advised that theCompany 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 andtermination benefit plans, some of which are required by local law or coordinated with government-sponsored plans, which are not significantin 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 $20related 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 wererecorded in the period ended December 31, 2012. Presentation of amounts were corrected in the third quarter of fiscal 2013. The correctionrelated solely to the reported amount of previously reported Comprehensive Income and had no impact on previously reported consolidatedearnings before income taxes, net earnings, earnings per share or consolidated cash flows for any periods presented during fiscal 2013. TheCompany assessed the materiality of this item on previously issued interim financial statements for fiscal 2013 in accordance with SECStaff Accounting Bulletin No. 99 and No. 108, and concluded that the corrections were not material to the Condensed Consolidated FinancialStatements for the first quarter of fiscal 2013. The Consolidated Statements of Earnings and Comprehensive Income (Condensed) and theGuarantor and Non-Guarantor Financial

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Information for the period ended December 31, 2012 included herein has been revised. Comprehensive income as previously reported andas 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 2012Service cost $ 3.7 $ 7.0Interest cost 13.8 12.3Expected return on plan assets (17.5) (17.0)

Amortization of prior service cost — (0.4)

Amortization of unrecognized net loss 4.7 7.4Settlement charge 0.1 —Curtailment gain — (37.4)

Net periodic benefit cost/(income) $ 4.8 $ (28.1)

Postretirement Quarter Ended December 31, 2013 2012Service cost $ 0.5 $ 0.2Interest cost 0.2 0.3Amortization of prior service cost — (0.9)

Amortization of unrecognized net gain — (0.5)

Net periodic benefit cost $ 0.7 $ (0.9)

Note 8 – DebtNotes payable at December 31, 2013 and September 30, 2013 consisted of notes payable to financial institutions with original maturities ofless 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,

2013Private Placement, fixed interest rates ranging from 5.2% to 6.6%, due 2014 to 2017 $ 1,040.0 $ 1,040.0Senior Notes, fixed interest rate of 4.7%, due 2021 600.0 600.0Senior Notes, fixed interest rate of 4.7%, due 2022, net of discount 498.8 498.8Total long-term debt, including current maturities 2,138.8 2,138.8Less 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 Companymaintains total committed debt facilities of $2,719.9. The Company's Amended and Restated Revolving Credit Agreement, which maturesin 2016, currently provides for revolving credit loans and the issuance of letters of credit in an aggregate amount of up to $450. The Companyhad $30.0 outstanding borrowings under

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

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

Under the terms of the Company’s credit agreement, the ratio of the Company’s indebtedness to its earnings before interest taxesdepreciation and amortization (EBITDA), as defined in the agreements and detailed below, cannot be greater than 4.0 to 1, and may notremain 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 isrequired to pay additional interest expense for the period in which the ratio exceeds 3.5 to 1. The interest rate margin and certain fees varydepending on the indebtedness to EBITDA ratio. Under the Company’s private placement note agreements, indebtedness to EBITDA maynot 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 privateplacement 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 creditagreement, the ratio of its current year earnings before interest and taxes (EBIT), as defined in the agreement, to total interest expense mustexceed 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, tobe “added-back” in determining EBITDA for purposes of the indebtedness ratio. Severance and other cash charges incurred as a result ofrestructuring and realignment activities as well as expenses incurred in acquisition integration activities are included as reductions inEBITDA for calculation of the indebtedness ratio. In the event of an acquisition, EBITDA is calculated on a pro forma basis to include thetrailing twelve-month EBITDA of the acquired company or brands. Total debt is calculated in accordance with GAAP, but excludes outstandingborrowings under the receivable securitization program. EBIT is calculated in a fashion identical to EBITDA except that depreciation andamortization 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 ofDecember 31, 2013. In addition to the financial covenants described above, the credit agreements and the note purchase agreements containcustomary 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 Companyfails to comply with the financial covenants referred to above or with other requirements of the credit agreement or private placement noteagreements, the lenders would have the right to accelerate the maturity of the debt. Acceleration under one of these facilities would triggercross defaults on other borrowings. Aggregate maturities of long-term debt, including current maturities, at December 31, 2013 are asfollows: $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. Atthis time, the Company intends to repay only scheduled debt maturities over the course of the next fiscal year with the intent to preservecommitted liquidity.

At December 31, 2013, substantially all of the Company's cash balances were located outside the U.S. Given our extensive internationaloperations, a significant portion of our cash is denominated in foreign currencies. We manage our worldwide cash requirements by reviewingavailable funds among the many subsidiaries through which we conduct our business and the cost effectiveness with which those funds canbe accessed. The repatriation of cash balances from certain of our subsidiaries could have adverse tax consequences or be subject toregulatory capital requirements; however, those balances are generally available without legal restrictions to fund ordinary businessoperations. U.S. income taxes have not been provided on certain undistributed earnings of international subsidiaries. Our intention is toreinvest 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, andcredit ratings of, counterparties both internally and by using outside ratings agencies.

Note 9 – Shareholders' EquityBeginning in September 2000, the Company’s Board of Directors has approved a series of resolutions authorizing the repurchase of sharesof Energizer common stock, with no commitments by the Company to repurchase such shares. On April 30, 2012, the Board of Directorsapproved the repurchase of up to ten million shares. The Company did not repurchase any shares of the Company's common stock, otherthan a small number of shares

15

related to the net settlement of certain stock awards for tax withholding purposes, during the quarter ended December 31, 2013 . TheCompany has approximately six million shares remaining under the above noted Board authorization to repurchase its common stock in thefuture. Future share repurchases, if any, would be made on the open market, privately negotiated transactions or otherwise, in suchamounts 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 ofCommon 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 2014of $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 ManagementAt times, the Company enters into contractual arrangements (derivatives) to reduce its exposure to foreign currency, interest rate andcommodity price risks. The section below outlines the types of derivatives that existed at December 31, 2013 and September 30, 2013, aswell 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 inthe future use, hedging instruments to reduce exposure to variability in cash flows associated with future purchases of certain materials andcommodities. At December 31, 2013, there were no open derivative or hedging instruments for future purchases of raw materials orcommodities.

Foreign Currency Risk A significant share of the Company’s sales are tied to currencies other than the U.S. dollar, the Company’sreporting currency. As such, a weakening of currencies relative to the U.S. dollar can have a negative impact to reportedearnings. Conversely, strengthening of currencies relative to the U.S. dollar can improve reported results. The primary currencies to whichthe 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 balancesheet positions at the foreign subsidiary level. These exposures are generally the result of intercompany purchases, intercompany loans andto a lesser extent, external purchases, and are revalued in the foreign subsidiary’s local currency at the end of each period. Changes in thevalue of the non-functional currency balance sheet positions in relation to the foreign subsidiary’s local currency results in an exchange gainor loss recorded in Other financing items, net on the Consolidated Statements of Earnings and Comprehensive Income (Condensed). Theprimary 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, theCompany had $161.1 of variable rate debt outstanding, which was primarily outstanding borrowings under the Company's receivablesecuritization 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. Thesederivative instruments have a high correlation to the underlying exposure being hedged and have been deemed highly effective foraccounting 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 tocurrency fluctuations. These transactions are accounted for as cash flow hedges. At December 31, 2013 and September 30, 2013, theCompany 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 foreignexchange rates versus the U.S. dollar remain at December 31, 2013 levels over the next twelve months, approximately $3.7 of the pre-taxgain included in Accumulated other comprehensive loss at December 31, 2013, is expected to be included in earnings. Contract maturitiesfor these hedges extend into fiscal year 2015. There were 78 open foreign currency contracts at December 31, 2013 with a total notional valueof approximately $306. Derivatives not Designated in Hedging Relationships The Company holds a share option with a major financial institution to mitigatethe impact of changes in certain of the Company’s deferred compensation liabilities, which are

16

tied to the Company’s common stock price. The contract is renewed on an annual basis and will expire again in November 2014. Periodactivity related to the share option is classified in the same category in the cash flow statement as the period activity associated with theCompany’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 tohedge balance sheet exposures. Any gains or losses on these contracts are expected to be offset by exchange gains or losses on theunderlying exposures, thus they are not subject to significant market risk. The change in estimated fair value of the foreign currency contractsfor quarter ended December 31, 2013 and December 31, 2012 resulted in income of $8.8 and $0.3, respectively, and was recorded in Otherfinancing items, net on the Consolidated Statements of Earnings and Comprehensive Income (Condensed). There were 18 open foreigncurrency derivative contracts which are not designated as cash flow hedges at December 31, 2013, with a total notional value ofapproximately $311.

17

The following table provides estimated fair values as of December 31, 2013 and September 30, 2013, and the amounts of gains and losseson 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) ReclassifiedFrom OCI into

Income(EffectivePortion) (4) (5)

Foreign currency contracts $ 3.8 $ 4.6 $ 2.3Total $ 3.8 $ 4.6 $ 2.3

At September 30, 2013 For the Three Months Ended December 31, 2012

Derivatives designated as Cash Flow Hedging Relationships Estimated Fair Value, Asset

(Liability) (1) (2) Gain/(Loss) Recognized

in OCI (3)

Gain/(Loss) ReclassifiedFrom OCI into

Income(EffectivePortion) (4) (5)

Foreign currency contracts $ 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 losseson 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, 2013Derivatives 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, 2012Derivatives 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.

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Effective October 1, 2013, the Financial Accounting Standards Board (FASB) issued a new accounting standard update (ASU) to clarify thescope of disclosures about offsetting assets and liabilities. The standard limits the scope of the new balance sheet offsetting disclosures toderivatives, repurchase agreements and securities lending transactions to the extent they are offset in the financial statements or subject toan 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 ofthe 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 ofrecognized assets

Gross amountsoffset in the

Balance Sheet

Net amounts ofassets presentedin the Balance

Sheet Gross amounts ofrecognized assets

Gross amountsoffset in the

Balance Sheet

Net amounts ofassets presented inthe Balance Sheet

ForeignCurrencyContracts

Other CurrentAssets, 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 ofrecognizedliabilities

Gross amountsoffset in the

Balance Sheet

Net amounts ofliabilities

presented in theBalance Sheet

Gross amounts ofrecognizedliabilities

Gross amountsoffset in the

Balance Sheet

Net amounts ofliabilities

presented in theBalance Sheet

ForeignCurrencyContracts

Other CurrentLiabilities, OtherLiabilities $ 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 BalanceSheet (Condensed).

Fair Value Hierarchy Accounting guidance on fair value measurements for certain financial assets and liabilities requires that assets andliabilities 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.

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Under the fair value accounting guidance hierarchy, an entity is required to maximize the use of quoted market prices and minimize the useof unobservable inputs. The following table sets forth the Company’s financial assets and liabilities, which are carried at fair value, as ofDecember 31, 2013 and September 30, 2013 that are measured on a recurring basis during the period, segregated by level within the fairvalue hierarchy:

Level 2

December 31,

2013 September 30,

2013Assets/(Liabilities) at estimated fair value: Deferred Compensation $ (174.4) $ (167.6)

Derivatives - Foreign Currency Contracts 10.0 (1.7)

Share Option 0.8 7.7Net 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 usingyields obtained from independent pricing sources for similar types of borrowing arrangements. The estimated fair value of fixed rate long-termdebt 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 sheetsapproximate fair value. The estimated fair value of cash and cash equivalents and short-term borrowings have been determined based onlevel 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 thecontracts, considering first, quoted market prices of comparable agreements, or in the absence of quoted market prices, such factors asinterest rates, currency exchange rates and remaining maturities. The estimated fair value of the deferred compensation liability isdetermined based upon the quoted market prices of the Energizer Common Stock Unit Fund as well as other investment options that areoffered under the plan. Venezuela Currency Risk The Company has investments in Venezuelan affiliates. Venezuela is considered highly inflationary underGAAP as of January 1, 2010. In addition, the conversion of local monetary assets to U.S. dollars is restricted by the Venezuelangovernment. The Venezuelan government has established the official exchange rate for qualifying dividends and imported goods andservices, equal to 6.30 Bolivares Fuertes to one U.S. dollar. Transactions at the official exchange rate are subject to CADIVI (the Venezuelangovernment's Foreign Exchange Administrative Commission). In accordance with GAAP, our overall results in Venezuela are reflected in theConsolidated Financial Statements at the official exchange rate. When the Venezuelan government changed the official exchange rate of theBolivar 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 ratemarket program, referred to as SICAD. SICAD allows entities in specific sectors to bid for U.S. dollars to be used for specified importtransactions. As of December 31, 2013, the Company has not utilized the SICAD auction system. On January 24, 2014, the Venezuelangovernment made a number of announcements related to the SICAD program. We continue to monitor this situation, including the impactrestrictions may have on our future business operations. At this time, the Company is unable to predict with any degree of certainty howrecent and future developments in Venezuela will affect our Venezuela operations, if at all. At December 31, 2013, the Company hadapproximately $65 in net monetary assets in Venezuela at the official exchange rate. Depending on the ultimate transparency and liquidity ofthe SICAD market, it is possible that the Company may remeasure a portion of our net monetary balances at the SICAD rate. To the extentthat the SICAD rate is higher than the official exchange rate at the time our net monetary balances are remeasured, this could result in anadditional devaluation charge, which could be material. The most recent transactions executed through SICAD auctions have been 11.40Bolivares Fuertes to one U.S. dollar.

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Note 11 – Accumulated Other Comprehensive (Loss)/IncomeEffective October 1, 2013, the FASB issued a new ASU on reporting of amounts reclassified out of accumulated other comprehensiveincome. The standard requires that public companies present information about reclassification adjustments from accumulated othercomprehensive income in their interim and annual financial statements in a single note or on the face of the financial statements or crossreference 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 CurrencyTranslation

AdjustmentsPension/Postretirement

Activity Hedging Activity TotalBalance at September 30, 2013 $ 4.8 $ (178.2) $ 0.5 $ (172.9)

OCI before reclassifications 0.2 (0.3) 0.2 0.1Reclassifications to earnings — 3.1 1.2 4.3Balance 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 ComponentsAmount Reclassified

from AOCI (1)

Affected Line Item in theConsolidated Statements of

EarningsGains 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 taxAmortization of defined benefitpension/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 taxTotal 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).

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Note 12 – Supplemental Financial Statement Information

December 31,

2013September 30,

2013Inventories

Raw materials and supplies $ 95.6 $ 95.2Work in process 122.2 150.2Finished products 393.8 370.9

Total inventories $ 611.6 $ 616.3Other Current Assets

Miscellaneous receivables $ 100.9 $ 56.7Deferred income tax benefits 208.8 211.7Prepaid expenses 108.1 87.5Value added tax collectible from customers 64.1 57.6Share option 0.8 7.7Income taxes receivable 52.0 31.1Other 26.6 20.9

Total other current assets $ 561.3 $ 473.2Property, Plant and Equipment

Land $ 45.2 $ 39.1Buildings 300.5 283.9Machinery and equipment 1,858.9 1,799.2Construction in progress 83.2 63.7

Total gross property 2,287.8 2,185.9Accumulated depreciation (1,440.2) (1,430.3)

Total property, plant and equipment, net $ 847.6 $ 755.6Other Current Liabilities

Accrued advertising, sales promotion and allowances $ 110.6 $ 100.3Accrued trade allowances 102.7 93.1Accrued salaries, vacations and incentive compensation 58.6 112.0Returns reserve 19.8 49.82013 restructuring reserve 23.0 20.6Other 196.9 198.2

Total other current liabilities $ 511.6 $ 574.0Other Liabilities

Pensions and other retirement benefits $ 332.4 $ 315.9Deferred compensation 174.7 167.8Deferred income tax liabilities 571.3 541.7Other 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 pronouncementsNo new accounting pronouncements issued during the quarter are expected to have a material impact on the Consolidated FinancialStatements.

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Note 14 – Legal Proceedings/ContingenciesThe Company and its subsidiaries are parties to a number of legal proceedings in various jurisdictions arising out of the operations of theCompany's businesses. Many of these legal matters are in preliminary stages and involve complex issues of law and fact, and may proceedfor protracted periods of time. The amount of liability, if any, from these proceedings cannot be determined with certainty. However, basedupon present information, the Company believes that its liability, if any, arising from such pending legal proceedings, asserted legal claimsand 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 andseveral basis by the Company's existing and future direct and indirect domestic subsidiaries that are guarantors of any of the Company'scredit agreements or other indebtedness for borrowed money (the “Guarantors”). The Guarantors are 100% owned either directly or indirectlyby the Company and jointly and severally guarantee the Company's obligations under the Notes and substantially all of the Company'sother outstanding indebtedness. The Company's subsidiaries organized outside of the U.S. and certain domestic subsidiaries, which are notguarantors of any of the Company's other indebtedness, (collectively, the “Non-Guarantors”) do not guarantee the Notes. The subsidiaryguarantee with respect to the Notes is subject to release upon sale of all of the capital stock of the Subsidiary Guarantor; if the guaranteeunder the Company's credit agreements and other indebtedness for borrowed money is released or discharged (other than due to paymentunder such guarantee); or when the requirements for legal defeasance are satisfied or the obligations are discharged in accordance with theindenture.

Set forth below are the condensed consolidating financial statements presenting the results of operations, financial position and cash flows ofthe Parent Company (Energizer Holdings, Inc.), the Guarantors on a combined basis, the Non-Guarantors on a combined basis andeliminations necessary to arrive at the information for the Company as reported, on a consolidated basis. Eliminations representadjustments 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 filedconsolidating statements as shown in the tables and revisions presented below.

23

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) $ 107.9Other comprehensive income/(loss), net of tax 4.4 (1.9) 1.9 — 4.4Total comprehensive income $ 112.3 $ 104.1 $ 105.5 $ (209.6) $ 112.3

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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) $ 129.8Other 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

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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 Guarantorsto Energizer Receivables Funding Corp ("ERF"), a 100% owned, special purpose subsidiary, which is a non-guarantor of the Notes. Thesereceivables are used by ERF to securitize the borrowings under the Company's receivable securitization facility. The trade receivables areshort-term in nature (on average less than 90 days). As payment of the receivable obligation is received from the customer, ERF remits thecash to the Guarantors in payment for the purchase of the receivables. Cost and expenses paid by ERF related to the receivable securitizationfacility 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 notesapproximate the interest rates paid by the Parent on third party debt. Additionally, other intercompany activities include product purchasesbetween Guarantors and Non-Guarantors, charges for services provided by the parent and various subsidiaries to other affiliates within theconsolidated entity and other intercompany activities in the normal course of business.

26

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 Guarantorsto Energizer Receivables Funding Corp ("ERF"), a 100% owned, special purpose subsidiary, which is a non-guarantor of the Notes. Thesereceivables are used by ERF to securitize the borrowings under the Company's receivable securitization facility. The trade receivables areshort-term in nature (on average less than 90 days). As payment of the receivable obligation is received from the customer, ERF remits thecash to the Guarantors in payment for the purchase of the receivables. Cost and expenses paid by ERF related to the receivable securitizationfacility 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 notesapproximate the interest rates paid by the Parent on third party debt. Additionally, other intercompany activities include product purchasesbetween Guarantors and Non-Guarantors, charges for services provided by the parent and various subsidiaries to other affiliates within theconsolidated entity and other intercompany activities in the normal course of business.

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Consolidated Statements of Cash Flows (Condensed) For the Three Months Ended December 31, 2013

Parent

Company Guarantors Non-

Guarantors Eliminations TotalNet cash flow (used by)/from operations $ (10.8) $ 30.2 $ 34.4 $ (2.7) $ 51.1Cash 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 original 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) 33.0Effect of exchange rate changes on cash — — 1.2 — 1.2Net (decrease) in cash and cash equivalents (8.0) (2.9) (105.9) — (116.8)

Cash and cash equivalents, beginning of period 8.0 8.4 981.9 — 998.3Cash and cash equivalents, end of period $ — $ 5.5 $ 876.0 $ — $ 881.5

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Consolidated Statements of Cash Flows (Condensed) For the Three Months Ended December 31, 2012

Parent

Company Guarantors Non-

Guarantors Eliminations TotalNet cash flow (used by)/from operations $ (21.9) $ 27.4 $ 86.6 $ (20.5) $ 71.6Cash 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) 8.9Effect of exchange rate changes on cash — — 3.5 — 3.5

Net (decrease)/increase in cash and cashequivalents (4.0) 1.4 71.2 — 68.6

Cash and cash equivalents, beginning of period 4.0 9.2 705.3 — 718.5Cash and cash equivalents, end of period $ — $ 10.6 $ 776.5 $ — $ 787.1

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Energizer Holdings, Inc.Items 2 and 3. Management’s Discussion and Analysis of Financial Condition and Results of Operations, and Quantitativeand 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 (theCompany or Energizer) historical basis results of operations, operating segment results, and liquidity and capital resources. Statements inthe Management’s Discussion and Analysis of Financial Condition and Results of Operations that are not historical may be consideredforward-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 andinfant care products and Household Products, which includes batteries and portable lighting products. This discussion should be read inconjunction with the accompanying unaudited financial statements and notes thereto for the quarter ended December 31, 2013 and theCompany’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 acceptedin the U.S. (“GAAP”), this discussion includes non-GAAP measures. These non-GAAP measures, such as historical and forward-lookingadjusted net earnings per diluted share, operating results, organic sales and other comparison changes, exclude the impact of currencies, thecosts associated with restructuring, costs associated with acquisitions and integration as well as acquisition inventory valuation, pensioncurtailment and certain other items as outlined in this announcement, are not in accordance with, nor are they a substitute for, GAAPmeasures. Additionally, we are unable to provide a reconciliation of forward-looking adjusted net earnings per diluted share due to uncertaintyregarding future restructuring related charges and the impact of fluctuations in foreign currencies and the cost of raw materials. The Companybelieves these non-GAAP measures provide a meaningful comparison to the corresponding historical or future period and assist investors inperforming analysis consistent with financial models developed by research analysts. Investors should consider non-GAAP measures inaddition 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 ourgeneral knowledge of and expectations concerning the industry. Our market position, market share and industry market size is based on ourestimates using our internal data and estimates, based on data from various industry analyses, our internal research and adjustments andassumptions that we believe to be reasonable. We have not independently verified data from industry analyses and cannot guarantee theiraccuracy or completeness. In addition, we believe that data regarding the industry, market size and our market position and market sharewithin such industry provide general guidance but are inherently imprecise. Further, our estimates and assumptions involve risks anduncertainties and are subject to change based on various factors, including those discussed in the “Risk Factors” section of our AnnualReport on Form 10-K for the year ended September 30, 2013. These and other factors could cause results to differ materially from thoseexpressed 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 butinstead reflect our expectations, estimates or projections concerning future results or events, including, without limitation, statementsregarding 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, costsnecessary to achieve those savings, improvements to working capital levels and the timing and savings associated with suchimprovements, the impact of price increases, advertising and promotional spending, the impact of foreign currency movements, categoryvalue and future growth in our businesses. These statements generally can be identified by the use of forward-looking words or phrases suchas “believe,” “expect,” “expectation,” “anticipate,” “may,” “could,” “intend,” “belief,” “estimate,” “plan,” “target,” “predict,” “likely,” “will,”“should,” “forecast,” “outlook,” or other similar

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words or phrases, and include the statements in the section entitled "Fiscal Year 2014 Financial Outlook." These statements are notguarantees of performance and are inherently subject to known and unknown risks, uncertainties and assumptions that are difficult to predictand could cause our actual results to differ materially from those indicated by those statements. We cannot assure you that any of ourexpectations, estimates or projections will be achieved. The forward-looking statements included in this document are only made as of thedate of this document and we disclaim any obligation to publicly update any forward-looking statement to reflect subsequent events orcircumstances. 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 suchforward-looking statements. The list of factors above is illustrative, but by no means exhaustive. All forward-looking statements should beevaluated with the understanding of their inherent uncertainty. Additional risks and uncertainties include those detailed from time to time inEnergizer'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 dilutedshare, 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 restructuringand realignment activities, acquisition integration costs, the impact of a pension curtailment gain and certain other adjustments as describedin the tables below. The impacts of these items on reported net earnings and reported net earnings per diluted share are provided below as areconciliation of net earnings and net earnings per diluted share to adjusted net earnings and adjusted net earnings per diluted share, whichare non-GAAP measures.

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Quarter Ended December 31, Net Earnings Diluted EPS 2013 2012 2013 2012Net Earnings/Diluted EPS - GAAP (Unaudited) $ 107.9 $ 129.8 $ 1.71 $ 2.07Impacts, 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 quarterended December 31, 2012 .

Net Sales - Total Company (In millions - Unaudited) Quarter Ended December 31, 2013

Q1 %ChgNet 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 yearincluding a decrease of 2.0% due to unfavorable currencies, primarily in Asia and Latin America. Exclusive of the impact of unfavorablecurrencies and the incremental impact of acquisitions, net sales declined 8.3% versus the prior year fiscal quarter primarily driven bycustomer 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 theimpact of unfavorable currencies (approximately 110 basis points) and the acquisition inventory valuation adjustment (approximately 60 basispoints). Excluding the impact of these items, gross margin increased 50 basis points versus the prior year fiscal quarter driven by savingsfrom 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 costsand approximately $2 of information technology enablement costs that are recorded within SG&A but are considered part of the overall 2013restructuring 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

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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 theprior year quarter. The decreased spending versus the prior year quarter was primarily due to the timing of prior year product launch activitiesand 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 yearquarter. 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 restructuringplan 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-cashasset 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, associatedwith 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 endedDecember 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 technologyenablement activities related to the Company's restructuring initiatives were included in SG&A on the Consolidated Statement of Earningsand Comprehensive Income (Condensed). The information technology costs are considered part of the total project costs incurred for therestructuring initiative.

In January 2014, the Company's Board of Directors authorized an expansion of scope of the previously announced 2013 restructuringproject and delegated authority to the Company's management to determine the final actions with respect to the plan. The expansion of scopeis 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 $75versus 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 offiscal 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 fiscal2014 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 theprior fiscal year quarter. The primary impacts of savings were reflected in improved gross margin in Household Products and lower overheadexpenses. Project-to-date savings are estimated to be over $140. The Company estimates that gross savings will total approximately $100 forthe full fiscal year, bringing the cumulative total project gross savings to about $200 at the end of fiscal 2014.

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In the first fiscal quarter of 2013, the Company approved and communicated changes to its U.S. pension plan, which is the mostsignificant of the Company's pension obligations. Effective January 1, 2014, the pension benefit earned to date by active participants underthe 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 tofreeze 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 presentedas 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 ininterest 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 byrevaluation 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 inrelation 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 continueto incur restructuring costs primarily in tax jurisdictions with higher statutory tax rates, which also positively impacts the current fiscal yeareffective 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 ofassets 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 thesecomplementary businesses with our existing feminine care products provides the Company with brands in each of the key feminine hygienecategories. 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 careacquisition) and the financial performance related to these brands will be included in the Company’s Personal Care segment and within theFeminine Care product category. Segment performance is evaluated based on segment operating profit, exclusive of general corporateexpenses, share-based compensation costs, costs associated with most restructuring initiatives including the 2013 restructuring detailedbelow, acquisition integration or business realignment activities and amortization of intangible assets. Financial items, such as interestincome and expense, are managed on a global basis at the corporate level. The exclusion of the above mentioned items from segmentresults 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 anddistribution, various transaction processing functions, and in some countries, a combined sales force and management. The Companyapplies an allocated cost basis, in which

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the costs of shared segment business functions are allocated between the segments. Such allocations are estimates, and also do notrepresent 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 2013restructuring project. A portion of these costs were previously reported at the segment level, but are now reported within General corporateand 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 tothe feminine care acquisition representing the increased fair value of the inventory based on the estimated selling price of the finished goodsacquired 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 inventoryacquired in the feminine care acquisition for the quarter ended December 31, 2013. The remaining amount of the inventory valuationadjustment will be recorded to Cost of products sold during the second fiscal quarter, upon the subsequent sale of the inventory. Theseamounts 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 resultsare 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 technologyenablement activities related to the Company's restructuring initiatives were included in SG&A on the Consolidated Statement of Earningsand Comprehensive Income (Condensed). The information technology costs are considered part of the total project costs incurred for therestructuring 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 theCondensed 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 ofacquisition net sales, organic sales declined 6.1% versus the prior year quarter due primarily to soft U.S. category results in substantially allof the Personal Care categories the Company competes, import restrictions in certain Latin American countries and lapping prior yearinnovation 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 Hydrobranded systems were offset by lower sales of shave preps and legacy systems.

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• Skin Care net sales decreased approximately 11% on a reported basis and decreased approximately 8% on an organic basis due tolower sales in North America and inventory import restrictions in certain Latin American countries, primarily Venezuela andArgentina.

• Feminine Care net sales increased approximately 93% on a reported basis due to an incremental $44.1 sales from the recentacquisition. Excluding the incremental impact of the acquisition and unfavorable currencies, organic sales declined approximately12% 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 incrementalimpact of acquisitions. Operationally, segment profit increased 8.9% in the quarter as a result of lower A&P spending due to the timing ofpromotions and product launches as compared to the prior year and continued spending favorability driven by the Company's cost savingsinitiative.

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 wasprimarily due to the previously disclosed loss of distribution within two U.S. retail customers, lapping prior year storm-related volumes thatdid not repeat in the current year quarter, continued category declines, the exiting of certain non-core product lines in fiscal 2013 as part of theCompany's 2013 restructuring project, and inventory import restrictions in certain Latin American countries, primarily Venezuela andArgentina.

We estimate global category value declined approximately 7% in the latest twelve weeks. Excluding the impact of prior year hurricanedemand, we estimate that the global category value declined 3% to 4%, in line with expectations.

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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 tothe gross profit impact from the net sales declined discussed above, higher A&P spending, and unfavorable foreign currency rates. Thesesdeclines 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 2012General corporate expenses $ 40.0 $ 28.5Integration/other realignment 0.2 1.0

Sub-total 40.2 29.52013 restructuring and related costs (1) 26.7 49.0Feminine 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 theConsolidated Statements of Earnings and Comprehensive Income (Condensed).

For the quarter ended December 31, 2013 , general corporate and other expenses, including integration and other realignment chargeswere $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 highercompensation 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 certainadministrative 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 ascompared to $49.0 in the prior year quarter. The 2013 restructuring charges were reported on a separate line in the Consolidated Statementsof Earnings and Comprehensive Income (Condensed). In addition, pre-tax costs of $2.3 for the quarter ended December 31, 2013 associatedwith certain information technology enablement activities related to the Company's restructuring initiatives were included in SG&A on theConsolidated Statement of Earnings and Comprehensive Income (Condensed). These information technology costs are considered part ofthe 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 underthe 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 ,

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the Company recorded a non-cash, pre-tax curtailment gain of $37.4 as a result of this plan change. The pension curtailment gain wasreported 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 samequarter in the prior fiscal year. This change was primarily due to lower net earnings in the current year quarter and changes in working capitalthat were largely driven by the timing of collections and subsequent remittance of certain receivables generated as a result of the transitionservices agreement in place as a result of the feminine care acquisition completed in October 2013. In addition, there were several non-cashitems 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 theU.S. pension plan. The net impact of these non-cash items were approximately $85.1 in the current fiscal year quarter as compared to $61.9in 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 ofanticipated incremental information technology investments over the next 18 to 24 months to improve capabilities and to enable certaininitiatives 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 availablefunds among the many subsidiaries through which we conduct our business and the cost effectiveness with which those funds can beaccessed. The repatriation of cash balances from certain of our subsidiaries could have adverse tax consequences or be subject to regulatorycapital 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 toreinvest 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, andcredit 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 Companymaintains total committed debt facilities of $2,719.9. The Company's Amended and Restated Revolving Credit Agreement currently providesfor 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 theCompany’s debt compliance covenants, but are included in total debt on the balance sheet. At December 31, 2013, there was $106.0outstanding under this facility.

In October 2013, we completed the feminine care acquisition for an aggregate cash purchase price of approximately $185. The Companyfinanced the feminine care acquisition with available foreign cash of approximately $135 and approximately $50 primarily from borrowingsunder 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 taxesdepreciation and amortization (EBITDA), as defined in the agreements and detailed below, cannot be greater than 4.0 to 1, and may notremain 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 isrequired to pay additional interest expense for the period in which the ratio exceeds 3.5 to 1. The interest rate margin and certain fees varydepending on the indebtedness to EBITDA ratio. Under the Company’s private placement note agreements, indebtedness to EBITDA maynot 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 privateplacement 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 creditagreement, the ratio of its current year earnings before interest

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and taxes (EBIT), as defined in the agreement, to total interest expense must exceed 3.0 to 1. Under the credit agreements, EBITDA isdefined as net earnings, as adjusted to add-back interest expense, income taxes, depreciation and amortization, all of which are determinedin accordance with GAAP. In addition, the credit agreement allows certain non-cash charges such as stock award amortization and assetwrite-offs including, but not limited to, impairment and accelerated depreciation, to be “added-back” in determining EBITDA for purposes ofthe indebtedness ratio. Severance and other cash charges incurred as a result of restructuring and realignment activities as well as expensesincurred in acquisition integration activities are included as reductions in EBITDA for calculation of the indebtedness ratio. In the event of anacquisition, EBITDA is calculated on a pro forma basis to include the trailing twelve-month EBITDA of the acquired company or brands. Totaldebt is calculated in accordance with GAAP, but excludes outstanding borrowings under the receivable securitization program. EBIT iscalculated in a fashion identical to EBITDA except that depreciation and amortization are not “added-back”. Total interest expense is calculatedin 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 ofDecember 31, 2013. In addition to the financial covenants described above, the credit agreements and the note purchase agreements containcustomary 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 Companyfails to comply with the financial covenants referred to above or with other requirements of the credit agreement or private placement noteagreements, the lenders would have the right to accelerate the maturity of the debt. Acceleration under one of these facilities would triggercross 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 ofCommon 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 fiscal2014 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

yearsLong-term debt, including current maturities $ 2,140.0 $ 220.0 $ 510.0 $ 310.0 $ 1,100.0Interest on long-term debt 577.3 112.0 188.9 123.7 152.7Notes 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 30.6Purchase 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%of the total benefit obligations and plan assets for the Company’s pension plans. The estimates beyond 2014 represent future pension payments to comply withlocal 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 thetable above. As of December 31, 2013, the Company’s Consolidated Balance Sheet reflects a liability for unrecognized tax benefits of approximately $38. Thecontractual obligations table above does not include this liability beyond one year. Due to the high degree of uncertainty regarding the timing of future cashoutflows of liabilities for unrecognized tax benefits beyond one year, a reasonable estimate of the period of cash settlement for periods beyond the next twelvemonths cannot be made, and thus is not included in this table.

3 Included in the table above are approximately $65 of fixed costs related to third party logistics contracts.4 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 innature. The Company also has contractual purchase obligations for future purchases, which generally extend one to three months. Theseobligations are primarily individual, short-term purchase orders

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for the purchase of routine goods and services at estimated fair value that are part of normal operations and are reflected in historical operatingcash flow trends. In addition, the Company has various commitments related to service and supply contracts that contain penalty provisionsfor early termination. As of December 31, 2013 , we do not believe such purchase obligations or termination penalties will have a significanteffect on our results of operations, financial position or liquidity position in the future. As such, these obligations have been excluded from thetable 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, aweakening of currencies relative to the U.S. dollar can have a negative impact to reported earnings. Conversely, strengthening of currenciesrelative to the U.S. dollar can improve reported results. The primary currencies to which the Company is exposed include the Euro, theJapanese 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 dueto currency fluctuations. These transactions are accounted for as cash flow hedges. At December 31, 2013 and September 30, 2013, theCompany 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 forthese hedges extend into 2015. There were 78 open foreign currency contracts at December 31, 2013, with a total notional value ofapproximately $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 sheetpositions at the foreign subsidiary level. These exposures are generally the result of intercompany purchases, intercompany loans and to alesser extent, external purchases, and are revalued in the foreign subsidiary’s local currency at the end of each period. Changes in the valueof the non-functional currency balance sheet positions in relation to the foreign subsidiary’s local currency results in an exchange gain or lossrecorded in Other financing items, net on the Consolidated Statements of Earnings and Comprehensive Income (Condensed). The primarycurrency 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 tohedge existing balance sheet exposures. Any gains or losses on these contracts are expected to be offset by exchange gains on theunderlying exposures, thus they are not subject to significant market risk. The change in estimated fair value of the foreign currency contractsfor quarter ended December 31, 2013 and December 31, 2012 resulted in income of $8.8 and $0.3, respectively, and was recorded in Otherfinancing items, net on the Consolidated Statements of Earnings and Comprehensive Income (Condensed). There were 18 open foreigncurrency derivative contracts which are not designated as cash flow hedges at December 31, 2013, with a total notional value ofapproximately $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 Venezuelangovernment has established the official exchange rate for qualifying dividends and imported goods and services, equal to 6.30 BolivaresFuertes to one U.S. dollar. Transactions at the official exchange rate are subject to CADIVI (the Venezuelan government's Foreign ExchangeAdministrative Commission). In accordance with GAAP, our overall results in Venezuela are reflected in our Consolidated FinancialStatements at the official exchange rate. When the Venezuelan government changed the official exchange rate of the Bolivar Fuerte from4.30 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, referredto 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

number of announcements related to the SICAD program. We continue to monitor this situation, including the impact restrictions may haveon our future business operations. At this time, we are unable to predict with any degree of certainty how recent and future developments inVenezuela will affect our Venezuela operations, if at all. At December 31, 2013, the Company had approximately $65 in net monetary assetsin Venezuela at the official exchange rate. Depending on the ultimate transparency and liquidity of the SICAD market, it is possible that theCompany may remeasure a portion of our net monetary balances at the SICAD rate. To the extent that the SICAD rate is higher than theofficial exchange rate at the time our net monetary balances are remeasured, this could result in an additional devaluation charge, whichcould 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, hedginginstruments to reduce exposure to variability in cash flows associated with future purchases of certain materials and commodities. AtDecember 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 securitizationprogram 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 ofthe Company’s deferred compensation liabilities, which are tied to the Company’s common stock price. The contract is renewed on anannual 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 inother current assets at December 31, 2013 and September 30, 2013, respectively. The change in estimated fair value of the total share optionfor the quarter ended December 31, 2013 and 2012 resulted in income of $7.4 and $3.8, respectively and was recorded in SG&A. Periodactivity related to the share option is classified in the same category in the Consolidated Statements of Cash Flows (Condensed) as theperiod 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 bedisclosed by the Company in the reports filed or submitted under the Securities Exchange Act of 1934 is recorded, processed, summarizedand 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 evaluationperformed, 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 thatthe Company's disclosure controls and procedures will detect or uncover all failures of persons within the Company and its consolidatedsubsidiaries 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 hasmaterially 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

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The Company and its subsidiaries are parties to a number of legal proceedings in various jurisdictions arising out of the operations of theCompany's businesses. Many of these legal matters are in preliminary stages and involve complex issues of law and fact, and may proceedfor protracted periods of time. The amount of liability, if any, from these proceedings cannot be determined with certainty. However, basedupon present information, the Company believes that its liability, if any, arising from such pending legal proceedings, asserted legal claimsand 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 themeaning 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

SharesPurchased(1)

Average Price Paid per share

Total Number of SharesPurchased as Part ofPublicly Announced

Plans or Programs(2)

Maximum Number thatMay Yet Be Purchased

Under the Plans orPrograms

October 1 to 31, 2013 54,617 $ 93.50 — 6,019,739November 1 to 30, 2013 83,641 $ 99.67 — 6,019,739December 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 taxwithholding 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 tenmillion shares. The Company did not repurchase any shares of the Company's common stock during the quarter endedDecember 31, 2013, except for the small number related to the note above. The Company has approximately 6 million sharesremaining on the above noted Board authorization to repurchase its common stock in the future.

Item 6 — Exhibits

See the Exhibit Index hereto.

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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 bythe 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 Exhibit3.1* 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, theguarantors named therein and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated by reference toExhibit 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 ConsolidatedBalance Sheets, (iii) the Unaudited Consolidated Statements of Cash Flows, and (iv) Notes to Consolidated FinancialStatements (Condensed). The financial information contained in the XBRL-related documents is “unaudited” and“unreviewed.”

* Filed herewith.

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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, Missouri63105 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 TenMillion (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 ownerof any share or shares of stock or other security or securities of the Corporation shall have any preferential or preemptive right to acquire additionalshares 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 theCorporation 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 theelection of directors or for any other purpose. The foregoing provisions within this paragraph are not intended to modify or prohibit any provisions ofany 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 Corporationas a matter of law or as stated in the immediately preceding paragraph, the preferences, qualifications, limitations, restrictions, and the specialcorrelative rights, including convertible rights, if any, in respect of the shares of each class are as follows:

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 theprovisions of these Articles of Incorporation, Preferred Stock may be issued from time to time by the Board of Directors as shares of one or moreseries. 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 orany 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 orresolutions, such information shall be certified to the Secretary of State of Missouri and filed a required by law from time to time, prior to theissuance 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 changein 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 certificationthereto 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 orchange (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 authorityof 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 sharesconstituting 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 relativerights 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 ofredemption 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 suchsinking 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 hereafterauthorized, and, if so, the terms and conditions of such conversion or exchange, including the price or prices or the rate or rates of conversion orexchange 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 votingrights;

(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 beentitled 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 CommonStock out of funds of the Corporation legally available therefor, in such amounts and at such times as the Board of Directors may determine. Fundsotherwise legally available for the payment of dividends on the Common Stock shall not be restricted or reduced by reason of there being any excessof 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 iscontrolled by or is under common control with, such Person. The term "control" (including the terms "controlling," "controlled by" and "undercommon control with") means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of aPerson, 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 classof equity securities is owned by the Corporation) of which such Person is an officer, director, trustee or partner or is directly or indirectly thebeneficial 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 substantialbeneficial 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 anyrelative 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 orSubsidiaries; or (iv) any investment company registered under the Investment Company Act of 1940, as amended, for which such Person or anyAffiliate of such Person serves as investment adviser.

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 suchmerger 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 anySubstantial Shareholder, of any assets of the Corporation or any Subsidiary, or both, that have an aggregate Fair Market Value of more than twentypercent 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 quarterimmediately 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 ofsecurities 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 proportionateshare of the outstanding shares of any class of equity or convertible securities of the Corporation or any Subsidiary of which shares a SubstantialShareholder 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 ofBusiness 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 SubstantialShareholder 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 aContinuing 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 approvalof the Business Combination by the Board of Directors as reported by any United States securities exchange registered under the Exchange Act onwhich 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, asreported on the National Association of Securities Dealers, Inc. Automated Quotations System or any such system then in use, or if no such closingsales price or bid quotation is

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 asdetermined 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 Personshave 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 powerin an individual filing of, a statement of beneficial ownership with respect to securities of the Corporation pursuant to Section 13(d) of the ExchangeAct or any rules and regulations promulgated thereunder, as in effect from time to time, or any similar successor provisions, irrespective of anydisclaimers 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 notof 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 Personhas the right to acquire pursuant to any agreement, arrangement or understanding or upon exercise of conversion rights, warrants or options orotherwise, 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 tohave any such agreement, arrangement or understanding solel on the basis of their status, or actions taken in their capacities, as directors, officers oremployees 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 VotingStock 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 suchPerson's Affiliates or Associates until such tendered shares of Voting Stock are accepted for payment or exchange or (B) such Person or any of suchPerson'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 proxygiven in response to a public proxy or consent solicitation made pursuant to, and in accordance with, applicable rules and

regulations under the Exchange Act, except if such power (or arrangements relating thereto) is then reportable under Item 6 of Schedule 13D underthe 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 ofconversion 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 thevoting of, such securities or (ii) the power to exercise investment discretion over such securities, including the power to dispose, or to direct thedisposition, of such securities. Furthermore, a Person shall be deemed to own "beneficially" any securities that such Person owns beneficially forpurposes of Sections 13(d) of the Exchange Act or any rules and regulations promulgated thereunder, as in effect from time to time (or any similarsuccessor provisions of law).

9. "Person" means any individual, corporation, association, partnership, joint venture, trust, organization, business, government or any governmentagency 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 ofequity 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 sharesof 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 toa 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 orany other Person who purports to exercise similar voting rights with respect to any Voting Stock, and each such Person shall have the obligation toprovide such information to the Corporation as the Corporation may reasonably request, with respect to any matters pertinent to the operation orimplementation of this Article Four, including, without limitation, (a) the number of shares owned by such Person, (b) whether shares owned ofrecord by such Person are owned by other Persons and the identity of such other Persons and the nature of their ownership interest, (c) whether anyAffiliates 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

or any of such Person's Affiliates or Associates has any agreement, arrangement or understanding with any other Person with respect to any VotingStock. Any determinations made by the Board of Directors pursuant to this Article Four in good faith, and on the basis of such information as wasactually known by the Board of Directors and such advice as was then actually provided to the Board of Directors for such purpose, shall beconclusive 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 voteof 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 ofshareholders called for such purpose, and of a majority of the voting power of all such shares of which a Substantial Shareholder is not a BeneficialOwner; 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 stockof 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 forstock 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 orplans established by the Corporation or a Subsidiary and qualified under Section 401(a) of the Internal Revenue Code of 1986, as amended, or anysuccessor provision, which holds shares of Voting Stock on behalf of participating employees and their beneficiaries with the right to instruct thetrustee how to vote such shares of Voting Stock with respect to all matters submitted to shareholders for voting or (2) participating employees andbeneficiaries under the plans referred to in the immediately preceding clause (1) because of their participation in such savings, profit-sharing, stockbonus 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 orrepealed only upon the affirmative vote of not less than two-thirds

(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 amendedor 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 beenapproved by a majority of the Continuing Directors.

ARTICLE FIVE

The name and place of residence of each incorporator is as follows:

Name Street CityTimothy 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 befixed by or in the manner provided in the Bylaws of the Corporation. Any changes in the number of Directors shall be reported to the MissouriSecretary 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 2014annual meeting of shareholders, whether to succeed a person whose term of office as a Director has expired or to fill any vacancy, shall be electedfor 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 tothe 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, Directorsshall 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 directorshipshall be governed by the terms of the Articles of Incorporation of the Corporation or any certificate of designation thereunder applicable thereto. Asused in these Articles of Incorporation, the term “entire Board of Directors” or the “entire Board” means the total number fixed by, or in accordancewith, 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) thenoutstanding or any limitation imposed by law, any Director, or the entire Board of Directors, may be removed from office at any time prior to theexpiration of his, her or their term of office only for cause and only by the affirmative vote of the holders of record

of outstanding shares representing not less than two-thirds of all of the then outstanding shares of capital stock of the Corporation then entitled to votegenerally in the election of Directors, voting together as a single class, at a special meeting of shareholders called expressly for that purpose (suchvote 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, anyvacancies in the Board of Directors which occur for any reason, including vacancies which occur by reason of an increase in the number ofDirectors 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 remainingDirectors then in office (although less than a quorum). Any replacement Director so elected shall hold office for a term expiring at the next annualmeeting of shareholders held immediately following such person being elected to fill the vacancy and until such Director’s successor is elected andqualified 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, theservices and products related thereto, and to engage in any lawful act or activity for which a corporation now or hereafter may be organized under thelaws 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 theCorporation; 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 anytime 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 suchservice, or as a result of any other service on behalf of the Corporation, or service at the request of the Corporation

(which request need not be in writing) as a director, officer, employee, member, or agent of another corporation, partnership, joint venture, trust, tradeor industry association, or other enterprise (whether incorporated or unincorporated, for-profit or not-for-profit), to the maximum extent permitted bylaw. Without limiting the generality of the foregoing, the Corporation shall indemnify any such person (other than a party plaintiff suing on his or herbehalf 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, suitor proceeding, whether civil, criminal, administrative or investigative (including, but not limited to, an action by or in the right of the Corporation) byreason of such service against expenses (including, without limitation, costs of investigation and attorneys' fees), judgments, fines and amounts paidin 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 (otherthan 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 theCorporation 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 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 extentpermitted 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), whowas 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, againstexpenses (including, without limitation, costs of investigation and attorneys' fees), judgments, fines and amounts paid in settlement actually andreasonably 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 indemnifiedagainst 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 thisArticle Ten (unless ordered by a court) shall be made by the Corporation unless a determination is made reasonably and promptly that indemnificationof the Director, officer, employee or agent is not proper under the circumstances because he or she has not met the applicable standard of conduct setforth 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 quorumconsisting of Directors who

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 Directorsso directs, by independent legal counsel in a written opinion, or (3) by majority vote of the shareholders; provided, however, that no suchdetermination shall preclude an action brought in an appropriate court to challenge such determination, and provided further that there shall be nopresumption that the Corporation is released from any obligation under Sections A or B of this Article Ten unless a written instrument, subscribed byan 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 beentitled, whether under the Bylaws of the Corporation or any statute, agreement, vote of shareholders or disinterested Directors or otherwise, both asto 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 ofthe Corporation, to enter into agreements with any Director, officer, employee or agent of the Corporation providing such rights of indemnification asthe Corporation may deem appropriate, up to the maximum extent permitted by law. Any agreement entered into by the Corporation with a Directormay be authorized by the other Directors, and such authorization shall not be invalid on the basis that different or similar agreements may have been ormay 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 anyagreement 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 beenknowingly fraudulent, deliberately dishonest or willful misconduct. The Corporation may (but need not) adopt a more restrictive standard of conductwith 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 theCorporation, or who is or was otherwise serving on behalf or at the request of the Corporation in any capacity against any claim, liability or expenseasserted 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 Corporationwould have the power to indemnify him or her against such liability under the provisions of this Article Ten.

H. CERTAIN DEFINITIONS

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 anyother corporation, partnership, joint venture, trust or other enterprise of which the Corporation, directly or indirectly, is or was the owner of 20% ormore of either the outstanding equity interests or the outstanding voting stock (or comparable interests), shall be deemed to be so serving at the requestof the Corporation, unless the Board of Directors of the Corporation shall determine otherwise. In all other instances where any person shall serve as adirector, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise of which the Corporation is or was astockholder 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,officer, employee or agent at the request of the Corporation, the Board of Directors of the Corporation may determine whether such service is or wasat 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 theresulting or surviving corporation so that any person who is or was a director, officer, employee or agent of a constituent corporation or is or wasserving at the request of a constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust orother enterprise shall stand in the same position under the provisions of this Article Ten with respect to the resulting or surviving corporation as he orshe 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 actionwith respect to stock or other assets therein; the term "serving at the request of the Corporation" shall include, without limitation, any service as adirector, officer, employee or agent of a corporation which imposes duties on, or involves services by, a director, officer, employee or agent withrespect to any employee benefit plan, its participants, or beneficiaries; and a person who acted in good faith and in a manner he or she reasonablybelieved to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have satisfied any standard of carerequired by or pursuant to this Article Ten in connection with such plan; the term "fines" shall include, without limitation, any excise taxes assessedon 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 toenforce against the Corporation all indemnification rights provided or contemplated by this Article Ten. Such indemnification rights shall continue asto 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 aperson.

This Article Ten may be hereafter amended or repealed as provided in Article Eleven hereof; provided however, no such amendment or repeal shallreduce, terminate or otherwise adversely affect the right of any person who was or is a Director, officer or employee to obtain indemnification or anadvance of expenses with respect to a proceeding that pertains to or arises out of actions or omissions that occurred prior to the DeadlineIndemnification Date. For purposes of this Section J of this Article Ten, the term "Deadline Indemnification Date" shall mean the later of: (1) theeffective date of any amendment or repeal of this Article Ten which reduces, terminates or otherwise adversely affects the rights hereunder of anyperson 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, theCorporation (provided such person has a stated term of office or service and completes such term); or (3) the effective date such person resigns hisoffice 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 assuch, whether to the Corporation, its shareholders or otherwise, to the fullest extent permitted by law. Consequently, should the GBCL or any otherapplicable law be amended or adopted hereafter so as to permit the elimination or limitation of such liability, the liability of the Directors and/orofficers and/or employees of the Corporation shall be so eliminated or limited without the need for amendment of these Articles or for further actionon 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 orhereafter prescribed by law, and all rights and powers conferred herein on the shareholders, Directors, officers, employees or agents of theCorporation are subject to this reserved power; provided, that (in addition to any required class or other vote, including, without limitation, the voterequired by Article Four, Section E hereof) the affirmative vote of the holders of record of outstanding shares representing not less than two-thirds ofall of the outstanding shares of capital stock of the Corporation then entitled to vote generally in the election of Directors, voting together as a singleclass, shall be required to amend, alter, change or repeal, or adopt any provision or provisions inconsistent with, Articles Four, Six, Nine, or thisArticle Eleven of these Articles of Incorporation, notwithstanding the fact that a lesser percentage may be specified by the laws of Missouri.

_________________________

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 theprofitability 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 provideequity-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 anAward, each of the entities other than the last entity in the unbroken chain owns stock (or beneficial ownership for non-corporateentities) 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.

“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 theCompany 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)of the Company that, together with stock held by such person or group, constitutes more than 50% of the total fair marketvalue or total voting power of the stock of the Company. Notwithstanding the above, if any person or more than one personacting as a group, is considered to own more than 50% of the total fair market value or total voting power of the stock of theCompany, 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 whoseappointment or election is not endorsed by a majority of the members of the Company’s Board of Directors before the dateof 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 sametime, 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 acorporation 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 Boardmay designate to administer the Plan, provided such Committee consists of two or more individuals. Each member of the Committeeshall be (i) an “outside director” within the meaning of Section 162(m) of the Code and (ii) a “Non-Employee Director” within themeaning of Rule 16b-3 under the Exchange Act, or otherwise qualified to administer the Plan as contemplated by that Rule or anysuccessor Rule under the Exchange Act.

“Common Stock” shall mean Energizer Holdings, Inc. $.01 par value Common Stock or common stock of the Company outstandingupon the reclassification of the Common Stock or any other class or series of common stock, including, without limitation, by means ofany stock split, stock dividend, creation of targeted stock, spin-off or other distributions of stock in respect of stock, or any reverse stocksplit, 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 bymerger, consolidation, purchase of assets or otherwise.

“Competition” shall mean, directly or indirectly, owning, managing, operating, controlling, being employed by (whether as anemployee, 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 orits 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 anyextent (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 theCompany or its Affiliates conducts business. Competition shall not include owning not more than one percent of the total shares of allclasses 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 Treasurerof 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 StockExchange, Inc. on the date that such Fair Market Value is to be determined, or if no shares were traded on the determination date, theimmediately following next day on which the Common Stock is traded, or the fair market value as determined by any other method that

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 aspecified 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 equalto either (i) a set number of shares of Common Stock or (ii) a number of shares of Common Stock determined under a formula or othercriteria, as of specified vesting and/or payment dates. By way of example, Restricted Equivalent Awards may include “market stockunits”, which involve a grant of Restricted Stock Equivalents, the number of which are paid as of the vesting and/or payment date basedon (a) the passage of a certain prescribed period of time; or (b) the performance of the Common Stock Fair Market Value over theperformance period.

“Restricted Stock Award” shall mean an Award of shares of Common Stock on which are imposed restrictions on transferability or othershareholder rights, including, but not limited to, restrictions which subject such Award to a “substantial risk of forfeiture” as defined inSection 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 FairMarket Value of one share of Common Stock as of the date of exercise of the Stock Appreciation Right over the price per share ofCommon 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 theEmployee’s willful engaging in gross misconduct that materially injures the Company (as determined in good faith by the Committee),or the Employee’s conviction of a felony or a plea of nolo contendere to such a crime, provided, however, that a Termination for Causeshall not include termination attributable to (i) poor work performance, bad judgment or negligence on the part of the Employee, (ii) anact or omission believed by the Employee in good faith to have been in or not opposed to the best interests of the Company andreasonably believed by the Employee to be lawful, or (iii) the good faith conduct of the Employee in connection with a change of controlof 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 Affiliateselected 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. Thisreserve 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 butunissued shares of Common Stock or of reacquired shares, or both. Awards other than Options and Stock AppreciationRights will be counted against the reserve in a 1.95-to-1 ratio.

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

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

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

in cash in connection with outstanding Awards, (ii) any shares of Common Stock subject to an Award under the Planwhich Award is forfeited, cancelled, terminated, expires or lapses for any reason, and (iii) shares of Common Stock andany Awards that are granted through the settlement, assumption, or substitution of outstanding awards previouslygranted, or through obligations to grant future awards, as a result of a merger, consolidation, spin-off or acquisition of theemploying company with or by the Company. If an Award is to be settled in cash, the number of shares of CommonStock 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 berounded 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 thoseEmployees eligible to receive Awards and the amount, type and terms of each Award, subject to the provisions of thePlan. The Board shall determine the amount, type and terms of each Award to a Director in his or her capacity as aDirector, subject to the provisions of the Plan. In making any determinations under the Plan, the Committee or theBoard, as the case may be, shall be entitled to rely on reports, opinions or statements of officers or employees of theCompany, as well as those of counsel, public accountants and other professional or expert persons. Any such report,opinions or statements may take into account Award grant practices, including the rate of grant of Awards and anyperformance criteria related to such awards, at publicly traded or privately held corporations that are similar to or areindustry peers with the Company. All determinations, interpretations and other decisions under or with respect to thePlan or any Award by the Committee or the Board, as the case may be, shall be final, conclusive and binding upon allparties, including without limitation, the Company, any Employee or Director, and any other person with rights to anyAward under the Plan, and no member of the Board or the Committee shall be subject to individual liability with respectto the Plan.

2. The Committee (or, in the Board’s sole discretion or in the absence of the Committee, the Board) shall administer thePlan 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 todelegate responsibility to others to assist it in administering the Plan, to the extent permitted by applicable laws, and thepower to adopt sub-plans or establish special rules for grants to individuals outside the U.S., as further described inSections VI.Q, R and S. To the extent, however, that such construction and interpretation or establishment of rules andregulations relates to or affects any Awards granted to a Director in his or her capacity as a Director, the Board mustratify such construction, interpretation or establishment.

3. The Committee, or if no Committee has been appointed, the Board, may delegate administration of the Plan to acommittee or committees of one or more members of the Board, and the term “Committee” shall apply to any personor persons to whom such authority has been delegated. The Committee shall have the power to delegate to asubcommittee any of the administrative powers the Committee is authorized to exercise (and references in this Plan tothe Board or the Committee shall thereafter be to the committee or subcommittee), subject, however, to suchresolutions, not inconsistent with the provisions of the Plan, as may be adopted from time to time by the Board. TheBoard may abolish, suspend or supersede the Committee at any time and revest in the Board the administration of thePlan. 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 orwithout cause) from, appoint new members in substitution therefor, and fill vacancies, however, caused, in theCommittee. Subject to the limitations prescribed by the Plan and the Board, the Committee may establish and followsuch rules and regulations for the conduct of its business as it may determine to be advisable. Any authority granted tothe Committee may also be exercised by the Board or another committee of the Board, except to the extent that thegrant or exercise of such authority would cause any Award intended to qualify for favorable treatment under Section162(m) of the Code to cease to qualify for the favorable treatment under Section 162(m) of the Code. To the extentthat any permitted action taken by the Board conflicts with action taken by the Committee, the Board action shallcontrol. Without limiting the generality of the foregoing, to the extent the Board has delegated any authority under thisPlan to another committee of the Board, such authority shall not be exercised by the Committee unless expresslypermitted by the Board in connection with such delegation.

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

subject to adjustment as provided in Section VI. F. below. The maximum annual cash award that may be the subject ofperformance-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 thatsame 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 timepursuant to an Award Agreement. The Committee may require that a recipient execute and deliver, through written orelectronic means, his or her acceptance of the Award.

6. The Committee may, in its discretion, include provisions in an Award Agreement to address treatment of an Award inthe event of a Change of Control, which may include, by way of example, 100% vesting, lapse of restrictions ordeemed achievement of performance goals. In addition, in the event of a Change in Control, an Award may be treated, tothe extent determined by the Committee to be both appropriate and permitted under Section 409A of the Code, inaccordance with one of the following methods as determined by the Committee in its sole discretion: (i) upon at least tendays’ advance notice to the affected persons, cancel any outstanding Awards and pay to the holders thereof, in cash orstock, or any combination thereof, the value of such Awards based upon the price per share received or to be received byother shareholders of the Company in the event; or (ii) provide for the assumption of or the issuance of substituteawards that will substantially preserve the otherwise applicable terms of any affected Awards previously granted underthe Plan, as determined by the Committee in its sole discretion. In the case of any Option or Stock Appreciation Rightwith an exercise price that equals or exceeds the price paid for a share in connection with the Change in Control, theCommittee 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 underthe 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, theBoard, may determine, subject to the provisions of the Plan.

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

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

4. The purchase price of any shares of Common Stock pursuant to exercise of any Option must be paid in full upon suchexercise. The payment shall be made in cash, in United States dollars, by tendering shares of Common Stock owned bythe Employee or Director (or the person exercising the Option), through Net Exercise or Swap Exercise, each asdescribed 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 ofan Option shall receive upon such net exercise a number of shares of Common Stock equal to the aggregate numbershares of Common Stock being purchased upon exercise less the number of shares of Common Stock having a FairMarket Value equal to the aggregate purchase price of the shares of Common Stock as to which the Non-QualifiedStock Option is being exercised.

Subject to any additional tax withholding provided for in Section VI.H., any individual electing a Swap Exercise shall paythe purchase price of the Option by tendering shares of Common Stock owned by such individual prior to exercising theOption 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

comply with, the provisions of Section 422 of the Code, and any other administrative procedures adopted by theCommittee from time to time. Incentive Stock Options may not be granted to any person who is not an Employee at thetime of grant. To the extent that the aggregate Fair Market Value (determined at the time an Incentive Stock Option isgranted) of the Shares with respect to which Incentive Stock Options are exercisable for the first time by an Optioneeduring any calendar year under all incentive stock option plans of the Company exceeds $100,000, the Options in excessof such limit shall be treated as Non-Qualified Stock Options. If, at the time an Incentive Stock Option is granted, theEmployee recipient owns (after application of the rules contained in Section 424(d) of the Code, or its successorprovision) shares of Common Stock possessing more than ten percent of the total combined voting power of all classesof stock of the Company or its subsidiaries, (a) the option price for such Incentive Stock Option shall be at least 110% ofthe 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 payablein Common Stock or cash, upon such terms and conditions as the Committee or Board may determine, subject to the provisions of thePlan. 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 grantRestricted Stock Awards, each of which consists of a grant of shares of Common Stock, or Restricted StockEquivalents, each of which is the right to receive shares of Common Stock upon vesting at the end of a specifiedrestricted period. The terms and conditions applicable to such an Award shall be set forth in an Award Agreement.

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

3. 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 anAward Agreement. Any person who holds Restricted Stock Equivalents shall have no ownership interest in the sharesof Common Stock to which the Restricted Stock Equivalents relate unless and until payment with respect to suchRestricted Stock Equivalents is actually made in shares of Common Stock. The payment date shall be as soon aspracticable after the earliest of (A) any vesting date that can be pre-determined at grant under the terms of an AwardAgreement, 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.

4. Unless otherwise determined by the Committee as set forth in an Award Agreement, on the date all restrictions lapse orare released so that a Restricted Stock Award or Restricted Stock Equivalents vest and/or become payable, the Companyshall pay the recipient or his or her beneficiary an amount equal to the amount of cash dividends, if any, that would havebeen paid to him or her between the date of grant of such Award and such vesting and/or payment date had vested sharesof Common Stock been issued to the recipient in lieu of the Restricted Stock Award or Restricted Stock Equivalentsthat so vested and/or became payable. Such amounts shall be paid in a single lump sum as soon as practicable followingsuch vesting and/or payment date, but in no event later than the 15 th day of the third month following the end of thecalendar 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 itsperformance goals. Therefore, dividends and dividend equivalents shall be paid only on vested Restricted Stock Awardsor 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

Award to a Participant under this Plan in the form of either Common Stock or Common Stock equivalents (with each such equivalentcorresponding to a share of Common Stock), under such terms and conditions as the Committee may prescribe in the Award Agreementrelating thereto or a separate election form made available to such Participant, including the terms of any deferred compensation planunder which such Common Stock equivalents may be granted. In addition, the Committee may, in any fiscal year, provide for anadditional matching deferral to be credited to an Employee’s account under such deferred compensation plans. The Committee may alsopermit hypothetical account balances of other cash or mutual fund equivalents maintained pursuant to such deferred compensation plansto be converted, at the discretion of the participant, into the form of Common Stock equivalents, or to permit Common Stockequivalents to be converted into account balances of such other cash or mutual fund equivalents, upon the terms set forth in such plansas 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 deferredcompensation plans of the Company, shall be paid on distribution in the form of cash or in shares of Common Stock. To the extent CodeSection 409A is applicable, all actions pursuant to this Section III.B. must satisfy the requirements of Code Section 409A and theregulations 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 thanthe December 31 preceding the first day of the calendar year in which the services are performed which relate to thecompensation 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 requiringthe Participant’s continued services for a period of at least 12 months from the date the Participant obtains the legallybinding right to the compensation or Award, the Committee may permit a Participant to file an election on or before the30th day after the Participant obtains the legally binding right to the compensation or Award, provided that the election isfiled at least 12 months in advance of the earliest date at which the forfeiture condition could lapse.

2. A Participant’s election to defer must include the time and form of payment, within the parameters made available bythe Committee, and such timing of payment must comply with the permitted payment events under Code Section409A.

3. If payment is triggered due to the Participant’s termination of employment or separation from service, such terminationor separation must be a “separation from service” within the meaning of Code Section 409A, and, for purposes of anysuch provision of this Plan or an election, references to a “termination,” “termination of employment” or like termsshall mean such a separation from service. The determination of whether and when a separation from service hasoccurred for purposes of this Agreement shall be made in accordance with the presumptions set forth in Section1.409A-1(h) of the Treasury Regulations, unless the Committee has established other rules in accordance with therequirements of Code Section 409A. If payment is made due to a Participant’s separation from service, and if at the timeof the Participant’s separation from service, he or she is a “specified employee,” within the meaning of Code Section409A, then to the extent any payment or benefit that the Participant becomes entitled to under this provision on accountof 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 aftersuch separation from service, and (ii) the date of the Participant’s death (the “Delay Period”). All payments and benefitsdelayed 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 toEmployees or Directors. Subject to the provisions of the Plan, the Committee or Board in its sole discretion shall determine the termsand conditions of the Stock Appreciation Rights. Such terms and conditions shall be set forth in a written Award Agreement. Each StockAppreciation Right shall entitle the holder thereof to elect, prior to its cancellation or termination, to exercise such unit or option andreceive either cash or shares of Common Stock, or both, as the Committee or Board may determine, in an aggregate amount equal invalue 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 dateof grant of the Stock Appreciation Right; except that if an option is amended to include Stock Appreciation Rights, the designated FairMarket Value in the applicable Award Agreement may be the Fair Market Value on the date that the Option was granted. The term ofany Stock Appreciation Right granted hereunder shall not exceed ten years. The Committee or Board may provide that a StockAppreciation 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 andconditions set forth in the Award Agreement, Stock Appreciation Rights shall be subject to the following terms: (i) Stock AppreciationRights, unless accelerated in accordance with their terms, may not be exercised within the first year after the date of grant, (ii) theCommittee or Board, as the case may be, may, in its sole discretion, disapprove an election to surrender any Stock Appreciation Right forcash in full or partial settlement thereof, provided that such disapproval shall not affect the recipient’s right to surrender the StockAppreciation Right at a later date for shares of Common Stock or cash, and (iii) no Stock Appreciation Right may be exercised unless the

holder thereof is at the time of exercise an Employee or Director and has been continuously since the date the Stock Appreciation Rightwas granted, except that the Committee or Board may permit the exercise of any Stock Appreciation Right for any period following therecipient’s termination of employment or retirement or resignation from the Board, not in excess of the original term of the Award, onsuch 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 inSection 162(m) of the Code) (hereinafter “Target Award”) shall be contingent upon the attainment of one or more pre-establishedperformance goals established by the Committee in writing within ninety (90) days after the commencement of the Target Awardperformance period (or in the case of a newly hired Employee, before 25% of such Employee’s service for such Target Awardperformance 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 inrevenue 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 theinterest cost for the average working capital investment by the division); (f) operating earnings or net operating earnings; (g) costs or costcontrol; (h) share price (including, but not limited to, growth measures); (i) total shareholder return (stock price appreciation plusdividends); (j) economic value added; (k) EBITDA; (l) operating margin or growth in operating margin; (m) market share or growth inmarket share; (n) cash flow, cash flow from operations or growth in such measures; (o) sales revenue or volume or growth in suchmeasures; (p) gross margin or growth in gross margin; (q) productivity; (r) brand contribution; (s) product quality; (t) corporate valuemeasures; (u) goals related to acquisitions, divestitures or customer satisfaction; (v) diversity; (w) index comparisons; (x) debt-to-equityor 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 theperformance 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 acorporate transaction, such as any merger of the Company with another corporation, any consolidation of the Company and anothercorporation into another corporation, any separation of the Company or its business units (including a spinoff or other distribution ofstock or property by the Company), any reorganization of the Company (whether or not such reorganization comes within the definitionof such term in Code Section 368) or any partial or complete liquidation by the Company, or sale of all or substantially all of the assetsof the Company, or other extraordinary items. Unless otherwise specifically provided by the Committee when authorizing an Award, allperformance-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 TreasuryRegulation Section 1.162-27(e)(2)(iii)(C), may not, under any circumstances, increase such award. Before payments are made under aTarget Award, the Committee shall certify in writing that the performance goals justifying the payment under Target Award have beenmet. In no event will dividends or dividend equivalents be paid with respect to any Award which does not vest and/or meet itsperformance goals. Therefore, dividends and dividend equivalents shall be paid only on the vested portion of Target Awards for whichthe 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, therecipient of any Award pursuant to the Plan shall forfeit the Award, to the extent not then payable or exercisable, upon the occurrenceof any of the following events, subject to compliance with any applicable local laws:

1. The recipient is Terminated for Cause.

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

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

4. 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 thatis materially injurious to the Company or an Affiliate, monetarily or otherwise. Such activity or conduct may include,

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 performservices elsewhere, or (iii) any direct or indirect attempt to solicit, or assist another employer in soliciting, the trade ofany 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 offorfeiture 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 notexercisable. Except in the case of Restricted Stock Awards as to which restrictions have not lapsed, this provision, however, shall not beinvoked 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 makedeterminations under this Section, shall be at the sole discretion of the Committee, or in the case of Awards granted to Directors, of theBoard, 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 orbeneficiaries (subject to such limitations as to the classes and number of beneficiaries and contingent beneficiaries as the Committee mayfrom 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/orrequire that a particular form be used to be effective with respect to an Award. A recipient may from time to time revoke or change anysuch 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 orStock Appreciation Right, or to receive any Other Stock Award, the Committee may determine to recognize only an exercise by, orright to receive of, the legal representative of the recipient, in which case the Company, the Committee and the members thereof shallnot 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 threeyears after the recipient’s death, but not after the expiration of the term of the Option. The Option may be exercised bythe recipient’s designated beneficiary (to the extent there is a beneficiary designation on file which the Committee hasallowed) or personal representative or the person or persons entitled thereto by will or in accordance with the laws ofdescent and distribution, or by the transferee of the Option in accordance with the provisions of Section VI.A.

2. In the case of any Other Stock Award, any shares of Common Stock or cash payable shall be determined as of the dateof the recipient’s death, in accordance with the terms of the Award Agreement, and the Company shall issue suchshares of Common Stock or pay such cash to the recipient’s designated beneficiary or personal representative or theperson 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 descentand distribution, and any right granted under an Award may be exercised during the lifetime of the holder thereof only by the Awardrecipient or by his/her guardian or legal representative; provided, however, that an Award recipient may be permitted, in the solediscretion of the Committee, to transfer to a member of such recipient’s immediate family, family trust or family partnership as definedby the Committee or its delegee, an Option granted pursuant to Section II. hereof, other than an Incentive Stock Option, subject to suchterms 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 beissued in connection with an Award, until the issuance of a Common Stock certificate for such shares, and no adjustment other than as

stated herein shall be made for dividends or other rights for which the record date is prior to the issuance of such Common Stockcertificate. In addition, with respect to Restricted Stock Awards, recipients shall have only such rights as a shareholder as may be setforth in the terms of the Award Agreement. Notwithstanding the previous language in this Section VI.B, in no event will dividends ordividend equivalents be paid with respect to any Award which does not vest and/or meet its performance goals. Therefore, dividends anddividend 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 anyAward, contingent or otherwise, until an Award Agreement shall have been delivered to the recipient and all of the terms, conditionsand 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 employof the Company or any Affiliate or interfere in any way with the right of the Company or any Affiliate to terminate such employment atany time, provided in compliance with applicable local laws and individual employment contracts (if any). No Award shall be deemed tobe salary or compensation for the purpose of computing benefits under any employee benefit, pension or retirement plans of theCompany or any Affiliate, unless the Committee shall determine otherwise, applicable local law provides otherwise or the terms ofsuch 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 dateof exercise of any Awards except to the extent such acceleration will result in adverse tax consequences under Code Section 409A.F. Effect of Certain ChangesIn the event of any extraordinary dividend, stock split-up, stock dividend, spin-off, issuance of targeted stock, recapitalization, warrant orrights issuance, or combination, exchange or reclassification with respect to the Common Stock or any other class or series of commonstock of the Company, or consolidation, merger or sale of all, or substantially all, of the assets of the Company, the Committee shallcause equitable adjustments to be made to the shares reserved under Section I.D. of the Plan and the limits on Awards set forth inSection I.E.3. of the Plan, and the Committee or Board shall cause such adjustments to be made to the terms of outstanding Awards toreflect such event and preserve the value of such Awards. Any such adjustments to a Non-Qualified Stock Option or a StockAppreciation Right shall comply with the requirements of the regulations under Section 409A of the Code. If any such adjustmentwould 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 Optionsor Other Stock Awards granted under the terms of the Plan. For purposes of the immediately preceding sentence, a “repricing” shall bedeemed to mean any of the following actions or any other action having the same effect: (a) the lowering of the purchase price of anOption or Other Stock Award after it is granted; (b) the cancelling of an Option or Other Stock Award in exchange for another Option orOther Stock Award at a time when the purchase price of the cancelled Option or Other Stock Award exceeds the Fair Market Value ofthe underlying Stock (unless the cancellation and exchange occurs in connection with a merger, acquisition, spin-off or other similarcorporate transaction); (c) the purchase of an Option or Other Stock Award for cash or other consideration at a time when the purchaseprice of the purchased Option or Other Stock Award exceeds the Fair Market Value of the underlying Stock (unless the purchase occursin connection with a merger, acquisition, spin-off or other similar corporate action); or (d) an action that is treated as a repricing undergenerally 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 onaccount or other withholding obligations (“Tax Withholdings”) resulting from recipients’ participation in the Plan by any of the followingmeans as determined by the Committee (or Board in the case of Awards granted to Directors), in its discretion: (1) by reducing thenumber of shares of Common Stock otherwise payable under such Awards to the extent the Awards are settled in shares; (2) bywithholding from recipient’s salary, compensation or other payments made to him or her; (3) by requiring recipient to make a cashpayment to the Company or one of its Affiliates in advance of receiving shares or cash pursuant to the Award; (4) withholding from thecash settlement to the extent the Award is settled in cash; (5) selling shares of Common Stock on the market either through a cashlessexercise transaction or other sale on the market; or (6) any other means set forth in the Award Agreement.

In the event that the number of shares of Common Stock otherwise payable are reduced in satisfaction of tax obligations, such numberof 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, withrespect to Awards granted to Directors, the Board, may impose such other conditions on the recipient’s election as it deems necessary orappropriate 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 Awardgranted under the Plan. Regardless of whether Awards are intended to qualify for favorable tax treatment, the Company does notwarrant 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 orin part, and if terminated, may reinstate any or all of the provisions of the Plan, except that (i) no amendment, suspension or terminationmay 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’sconsent; (ii) except as provided in Section VI.F., no amendment may be made to increase the number of shares of Common Stockreserved under Section I.D. of the Plan; and (iii) except as provided in Section VI.F., no amendment may be made to increase thelimitations 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 accruedbenefits, 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 409Aand the regulations and guidance promulgated thereunder, including, but not limited to, restrictions on the timing of final distributionsand 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 andeffect of the Plan and of its rules and regulations, and rights relating to the Plan, shall be determined solely in accordance with the lawsof 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 thelaws of the State of Missouri without giving effect to its choice of law provisions. Any legal action against the Plan, the Company, anAffiliate, 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 assetswhich may at any time be awarded under the Plan. Any liability of the Company to any person with respect to any Award under the Planshall be based solely upon any contractual obligations which may be created by the terms of any Award Agreement entered into pursuantto the Plan. No such obligation of the Company shall be deemed to be secured by any pledge of, or other encumbrance on, any propertyof 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 theCompany, whether the existence of such successor is the result of a direct or indirect purchase, merger, consolidation or otherwise, ofall 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 ofCode Section 409A.

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 bemade pursuant to any law, government regulation or stock exchange listing requirement, or any policy adopted by the Company. Inaddition and notwithstanding any other provisions of this Plan, any Award shall be subject to such noncompete provisions under theterms of the Award Agreement or any other agreement or policy adopted by the Company, including, without limitation, any such termsproviding for immediate termination and forfeiture of an Award if and when the recipient becomes an employee, agent or principal of anentity 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 otherlaws of various jurisdictions in which the Company intends to grant Awards. Any sub-plans shall contain such limitations and otherterms and conditions as the Committee determines are necessary or desirable. All sub-plans shall be deemed a part of the Plan, but eachsub-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 eligibleto 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 thePlan, the Committee may adopt such amendments, administrative policies, sub-plans and the like as are necessary or advisable, in theopinion of the Committee, to effectuate the purposes of the Plan and achieve favorable tax treatment or facilitate compliance under thelaws of the applicable foreign jurisdiction without otherwise violating the terms of the Plan. Therefore, to the extent the Committeedetermines that the restrictions imposed by this Plan preclude the achievement of material purposes of the Awards in jurisdictionsoutside of the United States, the Committee has the authority and discretion to modify those restrictions as the Committee determines tobe 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 areabout to become Employees, or whose employer is about to become an Affiliate, as the result of a merger or consolidation of theCompany or an Affiliate with another corporation, the acquisition by the Company or an Affiliate of all or substantially all the assets ofanother corporation or the acquisition by the Company or an Affiliate of at least 50% of the issued and outstanding stock of anothercorporation. The terms and conditions of the substitute Awards so granted may vary from the terms and conditions set forth in this Planto 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 Awardsin substitution for which they are granted, but with respect to Awards which are Incentive Stock Options, no such variation shall bepermitted 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 shallcontinue in effect until December 31, 2018, when it shall terminate. Upon termination, any balances in the reserve established underSection 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 thePlan.

4119777.7

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 tomake the statements made, in light of the circumstances under which such statements were made, not misleading with respect to theperiod covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all materialrespects 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 (asdefined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules13a-15(f) and 15d-15(f)) for the registrant and have:

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

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

c) evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusionsabout the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on suchevaluation; and

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

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

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

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant'sinternal control over financial reporting.

Date: January 30, 2014

/s/ Ward M. KleinWard M. KleinChief Executive Officer

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.;

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 tomake the statements made, in light of the circumstances under which such statements were made, not misleading with respect to theperiod covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all materialrespects 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 (asdefined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules13a-15(f) and 15d-15(f)) for the registrant and have:

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

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

c) evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusionsabout the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on suchevaluation; and

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

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

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

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant'sinternal control over financial reporting

Date: January 30, 2014

/s/ Daniel J. SescleiferDaniel J. SescleiferExecutive Vice President and Chief Financial Officer

Exhibit 32(i)

CERTIFICATION PURSUANT TO18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TOSECTION 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, 2013as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Ward M. Klein, Chief Executive Officer of theCompany, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that, to my bestknowledge:

(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 ofthe Company.

Dated: January 30, 2014

/s/ Ward M. KleinWard M. KleinChief Executive Officer

Exhibit 32(ii)

CERTIFICATION PURSUANT TO18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TOSECTION 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, 2013as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Daniel J. Sescleifer, Executive Vice President andChief Financial Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of2002, 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 ofthe Company.

Dated: January 30, 2014

/s/ Daniel J. SescleiferDaniel J. SescleiferExecutive Vice President and Chief Financial Officer