10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10Q

QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

For Quarter Ended March 31, 2004

Commission File No. 001-15401

 

ENERGIZER HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

MISSOURI  43-1863181

(State of Incorporation)(I.R.S. Employer 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)

Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months, and (2) has been subject to such filing requirements for the past 90 days.

YES: xNO: o

Registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).

YES: xNO: o

Number of shares of Energizer Holdings, Inc. common stock, $.01 par value, outstanding as of the close of business on April 30, 2004:

                82,010,416             

1

Table of Contents

Part 1 – Financial Information        

Management’s Discussion and Analysis of Financial Condition and Results of Operations, and
Quantitative and Qualitative Disclosures About Market Risk (Dollars in millions, except per share data)

Part II – Other Information         

2

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements.

ENERGIZER HOLDINGS, INC.
CONSOLIDATED STATEMENT OF EARNINGS
(Condensed)
(Dollars in millions, except per share data - Unaudited)
	Quarter Ended March 31,						Six Months Ended March 31,
	2004			2003			2004			2003
Net sales	$	592.9		$	362.6		$	1,404.6		$	935.0
Cost of products sold		289.5			207.3			692.0			515.0
Selling, general and administrative expense		127.3			69.4			256.7			145.0
Advertising and promotion expense		88.8			26.8			181.5			74.0
Research and development expense		20.7			9.3			36.8			18.1
Intellectual property rights income		(1.5	)		-			(1.5	)		(6.0	)
Interest expense		6.7			4.7			13.9			9.1
Other financing items, net		(1.7	)		(0.8	)		(3.6	)		(1.1	)
Earnings before income taxes		63.1			45.9			228.8			180.9
Income tax provision		(9.7	)		(12.9	)		(60.4	)		(61.5	)
Net earnings	$	53.4		$	33.0		$	168.4		$	119.4
Basic earnings per share	$	0.65		$	0.38		$	2.03		$	1.36
Diluted earnings per share	$	0.63		$	0.37		$	1.97		$	1.33
STATEMENT OF COMPREHENSIVE INCOME:
Net earnings	$	53.4		$	33.0		$	168.4		$	119.4
Other comprehensive income, net of tax
Foreign currency translation adjustments		(13.3	)		(0.7	)		29.7			6.8
Minimum pension liability change, net of tax of
$0.2 for six months ended March 31, 2004
and $1.8 for six months ended March 31, 2003		0.2			(0.1	)		(0.4	)		(6.0	)
Unrealized holding gain on available-for-sale securities,
net of tax of $0.4		0.7			-			0.7			-
Total comprehensive income	$	41.0		$	32.2		$	198.4		$	120.2
See accompanying Notes to Condensed Financial Statements

3

ENERGIZER HOLDINGS, INC.
CONSOLIDATED BALANCE SHEET
(Condensed)
(Dollars in millions--Unaudited)
	March 31,			September 30,			March 31,
	2004			2003			2003
Assets
Current assets
Cash and cash equivalents	$	89.4		$	71.7		$	34.1
Trade receivables, less allowance for doubtful
accounts of $11.4, $9.8 and $12.8, respectively		436.9			432.3			325.6
Inventories		449.3			430.6			520.6
Other current assets		281.6			308.5			248.9
Total current assets		1,257.2			1,243.1			1,129.2
Property at cost		1,389.2			1,339.1			1,313.4
Accumulated depreciation		(691.2	)		(637.9	)		(613.3	)
		698.0			701.2			700.1
Goodwill		342.6			330.2			443.1
Intangible assets		310.6			308.8			192.4
Other assets		160.0			148.8			142.5
Total	$	2,768.4		$	2,732.1		$	2,607.3
Liabilities and Shareholders Equity
Current liabilities
Current maturities of long-term debt	$	20.0		$	20.0		$	15.0
Notes payable		68.7			66.1			706.3
Accounts payable		188.6			213.2			160.9
Other current liabilities		437.7			428.2			382.8
Total current liabilities		715.0			727.5			1,265.0
Long-term debt		865.9			913.6			375.0
Other liabilities		304.7			283.0			268.4
Shareholders equity
Common stock		1.0			1.0			1.0
Additional paid in capital		825.6			811.9			791.9
Retained earnings		531.6			367.1			320.7
Treasury stock		(421.5	)		(288.1	)		(303.1	)
Accumulated other comprehensive loss		(53.9	)		(83.9	)		(111.6	)
Total shareholders equity		882.8			808.0			698.9
Total	$	2,768.4		$	2,732.1		$	2,607.3
See accompanying Notes to Condensed Financial Statements

4

ENERGIZER HOLDINGS, INC.
CONSOLIDATED STATEMENT OF CASH FLOWS
(Condensed)
(Dollars in millions - Unaudited)
	Six Months Ended March 31,
		2004			2003
Cash flow from operations
Net earnings		$	168.4		$	119.4
Non-cash items included in income			74.1			34.5
Changes in assets and liabilities used in operations			5.4			91.0
Other, net			1.8			0.7
Net cash flow from operations			249.7			245.6
Cash flow from investing activities
Property additions			(53.6	)		(14.1	)
Proceeds from sale of property			0.6			1.0
Purchase of Schick-Wilkinson Sword			-			(932.2	)
Other, net			0.1			-
Net cash used by investing activities			(52.9	)		(945.3	)
Cash flow from financing activities
Net cash proceeds from issuance of long-term debt			-			215.0
Principal payments on long-term debt (including
current maturities)			(50.2	)		-
Net increase in notes payable			1.2			608.9
Treasury stock purchases			(145.8	)		(128.9	)
Other, net			14.8			4.2
Net cash (used)/provided by financing activities			(180.0	)		699.2
Effect of exchange rate changes on cash			0.9			0.7
Net increase in cash and cash equivalents			17.7			0.2
Cash and cash equivalents, beginning of period			71.7			33.9
Cash and cash equivalents, end of period		$	89.4		$	34.1
See accompanying Notes to Condensed Financial Statements

5

ENERGIZER HOLDINGS, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

March 31, 2004

(Dollars in millions, except per share data – Unaudited)

Note 1 – The accompanying unaudited financial statements have been prepared in accordance with Article 10 of Regulation S-X and do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments considered necessary for a fair presentation have been included. Operating results for any quarter are not necessarily indicative of the results for any other quarter or for the full year. These statements should be read in conjunction with the financial statements and notes thereto for Energizer Holdings, Inc. (Energizer) for the year ended September 30, 2003.

Note 2 – Energizer applies Accounting Principles Board (APB) No. 25 and related interpretations in accounting for its stock-based compensation. Charges to net earnings for stock-based compensation under APB 25 were $0.4 and $0.6 for each of the quarters ending March 31, 2004 and 2003, respectively, and $0.8 and $1.2 for each of the six months ended March 31, 2004 and 2003, respectively. Had cost for stock-based compensation been determined based on the fair value method set forth under Statement of Financial Accounting Standards (SFAS) 123, charges to net earnings would have been an additional $1.3 and $1.6 for the quarters ended March 31, 2004 and 2003, respectively, and $2.5 and $3.1 for the six months ended March 31, 2004 and 2003, respectively. Pro forma disclosures required under SFAS 123, as if Energizer had adopted the fai r value-based method of accounting for stock options, are presented below and are for disclosure purposes only and may not be representative of future calculations.

	Quarter Ended						Six Months Ended
	March 31,						March 31,
		2004			2003			2004			2003
Net earnings/(loss):
As reported	$	53.4		$	33.0		$	168.4		$	119.4
Pro forma adjustments		(1.3	)		(1.6	)		(2.5	)		(3.1	)
Pro forma	$	52.1		$	31.4		$	165.9		$	116.3
Basic earnings/(loss) per share:
As reported	$	0.65		$	0.38		$	2.03		$	1.36
Pro forma adjustments		(0.01	)		(0.02	)		(0.03	)		(0.03	)
Pro forma	$	0.64		$	0.36		$	2.00		$	1.33
Diluted earnings/(loss) per share:
As reported	$	0.63		$	0.37		$	1.97		$	1.33
Pro forma adjustments		(0.02	)		(0.02	)		(0.03	)		(0.03	)
Pro forma	$	0.61		$	0.35		$	1.94		$	1.30

Note 3 – Energizer’s operations are managed via three major segments - North America Battery (United States and Canada battery and lighting products), International Battery (rest of world battery and lighting products) and Razors and Blades (global razors, blades, and related products). Energizer reports segment results reflecting all profit derived from each outside customer sale in the region in which the customer is located. Research and development costs for the battery segments are combined and included in the Total Battery segment results. Research and development costs for Razors and Blades are included in that segment’s results. Segment performance is evaluated based on segment operating profit, exclusive of general corporate expenses, major restructuring charges and amortization of intangible assets. Financial items, such as interest income and expense, are managed on a global basis at the corporate level.

6

Historical segment sales and profitability for the quarter and the six months ended March 31, 2004 and 2003, respectively, are presented below. All prior periods have been restated to conform to the current presentation.

	Historical		Historical
	For the quarter ended March 31,		For the six months ended March 31,
	2004	2003	2004	2003
Net Sales
North America Battery	$187.5	$194.2	$557.4	$541.7
International Battery	190.5	168.4	429.3	393.3
Total Battery	378.0	362.6	986.7	935.0
Razors and Blades	214.9	-	417.9	-
Total Net Sales	$592.9	$362.6	$1,404.6	$935.0

Profitability
North America Battery	$39.0	$45.6	$154.0	$155.8
International Battery	34.3	23.4	83.2	62.9
R&D Battery	(13.0)	(9.3)	(21.5)	(18.1)
Total Battery	60.3	59.7	215.7	200.6
Razors and Blades	30.0	-	64.4	-
Total segment profitability	$90.3	$59.7	$280.1	$200.6
General corporate and other expenses	(22.3)	(9.9)	(39.7)	(17.7)
Intellectual property rights income	1.5	-	1.5	6.0
Amortization	(1.4)	-	(2.8)	-
Interest and other financial items	(5.0)	(3.9)	(10.3)	(8.0)
Total earnings before income taxes	$63.1	$45.9	$228.8	$180.9

Supplemental product information is presented below for revenues from external customers:

	For the quarter ended March 31,		For the six months ended March 31,
	2004	2003	2004	2003
Net Sales by Product Line
Alkaline Batteries	$231.0	$232.6	$656.7	$643.0
Carbon Zinc Batteries	57.0	54.6	126.4	120.9
Other Batteries and Lighting Products	90.0	75.4	203.6	171.1
Razors and Blades	214.9	-	417.9	-
Total Net Sales	$592.9	$362.6	$1,404.6	$935.0

Note 4 – On March 28, 2003, Energizer acquired the worldwide Schick Wilkinson Sword (SWS) business from Pfizer, Inc. The pro forma statement of earnings and segment sales and profitability for the quarter and six months ended March 31, 2003 is presented below. This statement represents Energizer’s results as if the acquisition of SWS had occurred on October 1, 2002. Such results have been prepared by adjusting the historical Energizer results to include SWS results of operations and incremental interest, amortization of acquired finite-lived intangibles and other expenses related to acquisition debt. The pro forma statements do not include any cost savings that may result from the combination of Energizer and SWS operations, nor one-time items related to acquisition accounting.

 

7

These pro forma earnings statements are based on, and should be read in conjunction with Energizer’s historical consolidated financial statements and related notes, as well as SWS historical consolidated financial statements and notes included in the Form 8-K filings of May 30, 2003.

	Historical			Pro Forma			Historical			Pro Forma
	Quarter Ended			Quarter Ended			Six Months Ended			Six Months Ended
	March 31,			March 31,			March 31,			March 31,
	2004			2003			2004			2003
Net sales	$	592.9		$	490.6		$	1,404.6		$	1,247.0
Cost of products sold		289.5			273.2			692.0			668.7
Selling, general and administrative expense		127.3			105.8			256.7			218.0
Advertising and promotion expense		88.8			59.1			181.5			130.6
Research and development expense		20.7			16.4			36.8			32.8
Intellectual property rights income		(1.5	)		-			(1.5	)		(6.0	)
Interest expense		6.7			12.0			13.9			23.6
Other financing items, net		(1.7	)		0.2			(3.6	)		0.9
Earnings before income taxes		63.1			23.9			228.8			178.4
Income tax provision		(9.7	)		(5.0	)		(60.4	)		(61.1	)
Net earnings	$	53.4		$	18.9		$	168.4		$	117.3
Earnings per share
Basic	$	0.65		$	0.22		$	2.03		$	1.34
Diluted	$	0.63		$	0.21		$	1.97		$	1.31
Weighted average shares of common stock - Basic		81.8			86.5			82.8			87.5
Weighted average shares of common stock - Diluted		84.8			88.6			85.7			89.8

	Historical			Pro Forma			Historical			Pro Forma
	Quarter Ended			Quarter Ended			Six Months Ended			Six Months Ended
	March 31,			March 31,			March 31,			March 31,
	2004			2003			2004			2003
Net Sales
North America Battery	$	187.5		$	194.2		$	557.4		$	541.7
International Battery		190.5			168.4			429.3			393.3
Total Battery		378.0			362.6			986.7			935.0
Razors and Blades		214.9			128.0			417.9			312.0
Total Net Sales	$	592.9		$	490.6		$	1,404.6		$	1,247.0
Profitability
North America Battery	$	39.0		$	45.6		$	154.0		$	155.8
International Battery		34.3			23.4			83.2			62.9
R&D Battery		(13.0	)		(9.3	)		(21.5	)		(18.1	)

Total Battery		60.3			59.7			215.7			200.6
Razors and Blades		30.0			(12.3	)		64.4			16.8
Total segment profitability	$	90.3		$	47.4		$	280.1		$	217.4
General corporate and other expenses		(22.3	)		(9.9	)		(39.7	)		(17.7	)
Intellectual property rights income		1.5			-			1.5			6.0
Amortization		(1.4	)		(1.4	)		(2.8	)		(2.8	)
Interest and other financial items		(5.0	)		(12.2	)		(10.3	)		(24.5	)
Total earnings before income taxes	$	63.1		$	23.9		$	228.8		$	178.4

Note 5 – Basic earnings per share is based on the average number of common shares outstanding during the period. Diluted earnings per share is based on the average number of shares used for the basic earnings per share calculation, adjusted for the dilutive effect of stock options and restricted stock equivalents.

8

The following table sets forth the computation of basic and diluted earnings per share for the quarter and the six months ended March 31, 2004 and 2003, respectively.

(shares in millions)		Quarter Ended				Quarter Ended
		March 31,				March 31,
		2004		2003		2004		2003
Numerator:
Net earnings for basic and dilutive earnings per share	$	53.4	$	33.0	$	168.4	$	119.4
Denominator:
Weighted-average shares for basic earnings per share		81.8		86.5		82.8		87.5
Effect of dilutive securities:
Stock options		2.2		1.4		2.1		1.7
Restricted stock equivalents		0.8		0.6		0.8		0.6
Total dilutive securities		3.0		2.0		2.9		2.3
Weighted-average shares for diluted earnings per share		84.8		88.5		85.7		89.8
Basic earnings per share	$	0.65	$	0.38	$	2.03	$	1.36
Diluted earnings per share	$	0.63	$	0.37	$	1.97	$	1.33

Note 6 –In the quarter ending March, 31, 2004, Energizer recorded a charge for asset impairment of $4.2 before taxes in research and development expense. The charge was to write down to disposition value certain long-lived assets following a decision to discontinue a project to develop alternative manufacturing methods. Additionally, Energizer recorded a $1.9 pre-tax asset impairment charge in cost of products sold for impaired assets used to produce products that have been discontinued. The impaired long-lived assets had been carried in the North America Battery segment.

Note 7 –Substantially all activities related to previously announced restructuring plans have been completed as of March 31, 2004, except for the disposition of certain assets held for disposal under restructuring plans. During the six months ended March 31, 2004, 26 employees were terminated under previously announced restructuring plans. Activities impacting the restructuring reserve during the six months ended March 31, 2004, which are recorded in Other Current Liabilities on the Consolidated Balance Sheet, are presented in the following table:

	Beginning			Ending
	Balance	Provision	Activity	Balance
Termination benefits	$              2.3	$                  -	$             (2.3)	$                -
Other cash costs	0.1	-	(0.1)	-
Total	$              2.4	$                  -	$             (2.4)	$                -

Note 8 – Energizer generates accounts receivable from its customers through the ordinary course of business. A pool of domestic trade accounts receivable are routinely sold to Energizer Receivables Funding Corporation (the SPE), which is a wholly owned, bankruptcy-remote special purpose entity subsidiary of Energizer. The SPE’s only business activities relate to acquiring and selling interests in Energizer’s receivables, and it is used as an additional source of liquidity. The SPE sells an undivided percentage ownership interest in each individual receivable to an unrelated party (the Conduit) and uses the cash collected on these receivables to purchase additional receivables from Energizer.

9

Until March 31, 2004, the trade receivables sale facility represented “off-balance sheet financing,” since the Conduit’s ownership interest in the SPE’s accounts receivable results in assets being removed from Energizer’s balance sheet, rather than resulting in a liability to the Conduit. Upon the facility’s termination, the Conduit would be entitled to all cash collections on the SPE’s accounts receivable until its purchased interest has been repaid.

The terms of the agreements governing this facility qualify trade receivables sale transactions for “sale treatment” under generally accepted accounting principles. As such, Energizer is required to account for the SPE’s transactions with the Conduit as a sale of accounts receivable instead of reflecting the Conduit’s net investment as debt with a pledge of accounts receivable as collateral.

	March 31, 2004	September 30, 2003	March 31, 2003
Total outstanding accounts receivable sold to SPE	$          119.5	$         175.7	$         138.8
Cash received by SPE from sale of receivables to a third party	50.0	75.0	50.0
Subordinated retained interest	69.5	100.7	88.8
Energizer's investment in SPE	69.5	100.7	88.8

In April 2004, Energizer renewed its contract with the Conduit of the SPE, with some key changes. Under the new agreement, the SPE no longer meets the “sale treatment” under generally accepted accounting principles as noted above. Therefore, future transactions will be reported and consolidated into Energizer’s results. As outlined below, the changes to Energizer’s balance sheet will consist of additional accounts receivable, lower other current assets resulting from the elimination of the investment in the SPE, and if applicable, an increase in notes payable. This accounting change will occur in Energizer’s third fiscal quarter.

If the SPE was structured as a borrowing secured by accounts receivable as it will in future periods, rather than sales of accounts receivable, Energizer’s balance sheet would reflect additional accounts receivable, notes payable and lower other current assets as follows:

	March 31, 2004	September 30, 2003	March 31, 2003
Additional accounts receivable	$        119.5	$           175.7	$           138.8
Additional notes payable	50.0	75.0	50.0
Lower other current assets	69.5	100.7	88.8

Note 9 – Energizer has certain guarantees that are required to be disclosed under FASB Interpretation No. 45. Energizer has arranged for letters of credit to be supplied by financial institutions to meet regulatory requirements for certain workers compensation and environmental obligations. Total letters of credit posted were $0.5 at March 31, 2004. Such letters expire annually; however will likely be renewed upon expiration in support of Energizer’s ongoing operations.

Energizer guaranteed loans for certain common stock purchases made by certain executive officers and other key executives of Energizer. With respect to the executive officers, these guarantees were amended in June 2002 to apply only to the outstanding loan balances as of June 30, 2002. The aggregate loan balances guaranteed total approximately $1.5. The maximum term of each individual loan guarantee is 3 years, and Energizer may offset any losses it may incur under an individual loan guarantee against any amounts owed by it to the individual officer or executive.

10

Note 10 – Changes in the carrying amount of goodwill for the period ended March 31, 2004 are as follows:

	North American	International	Razors &
	Battery	Battery	Blades	Total
Balance at October 1, 2003	$          24.7	$            13.3	$            292.2	$            330.2
Cumulative translation adjustment	-	0.1	12.3	12.4
Balance at March 31, 2004	$          24.7	$            13.4	$            304.5	$            342.6

Total intangible assets other than goodwill at March 31, 2004 are as follows:

	Gross	Accumulated
	Carrying Amount	Amortization	Net
To be amortized:
Tradenames	$             11.0	$                (1.7)	$               9.3
Technology and patents	35.2	(3.0)	32.2
Customer-related	7.1	(1.0)	6.1
	53.3	(5.7)	47.6
Indefinite-lived:
Tradenames	626.0	(363.0)	263.0
Total intangible assets	$            679.3	$             (368.7)	$             310.6

Changes in indefinite-lived intangible assets are currency related. Estimated amortization expense for amortized intangible assets for each year ended September 30, 2004 through 2008 is $5.0.

Note 11 – The FASB issued SFAS 132 (revised 2003), "Employers’ Disclosures about Pensions and Other Postretirement Benefits," which requires additional disclosures to those in the original SFAS 132 about the assets, obligations, cash flows, and net periodic benefit cost of defined benefit pension plans and other defined benefit postretirement plans in annual financial statements. SFAS 132 also requires interim disclosures regarding net periodic benefit cost and contributions made and expected to be made for defined benefit pension plans and other defined benefit postretirement plans.

Energizer has several defined benefit pension plans covering substantially all of its employees in the United States and certain employees in other countries. The plans provide retirement benefits based on years of service and earnings. Energizer also sponsors or participates in a number of other non-U.S. pension arrangements, including various retirement and termination benefit plans, some of which are required by local law or coordinated with government-sponsored plans, which are not significant in the aggregate and therefore are not included in the information presented below. Health care and life insurance postretirement benefits are also currently provided by Energizer for certain groups of retired employees.

11

Energizer’s net periodic benefit cost for these plans is as follows:

	Pension
	Quarter ended March 31,						Six months ended March 31,
	2004			2003			2004			2003
Service cost	$	6.2		$	4.5		$	11.7		$	8.9
Interest cost		8.1			6.8			16.1			13.5
Expected return on plan assets		(12.0	)		(11.3	)		(24.0	)		(22.4	)
Amortization of prior service cost		0.2			(0.1	)		0.3			(0.1	)
Amortization of unrecognized net loss		0.4			0.4			0.8			0.8
Amortization of transition obligation		(0.1	)		-			-			0.1
Net periodic benefit cost	$	2.8		$	0.3		$	4.9		$	0.8

	Postretirement
		Quarter ended March 31,						Six months ended March 31,
		2004			2003			2004			2003
Service cost	$	-		$	0.1		$	0.1		$	0.1
Interest cost		0.7			0.7			1.5			1.5
Expected return on plan assets		-			-			(0.1	)		-
Amortization of prior service cost		(0.6	)		(0.6	)		(1.2	)		(1.2	)
Net periodic benefit cost	$	0.1		$	0.2		$	0.3		$	0.4

For the six months ended March 31, 2004, $4.8 in pension contributions and $1.3 in postretirement contributions have been made by Energizer. Energizer expects to contribute $8.6 to its pension plans and $2.8 to its other postretirement plans for the fiscal year 2004.

Note 12 – On December 8, 2003, the Medicare Prescription Drug, Improvement and Modernization Act of 2003 (the Act) became law in the U.S. The act introduces a prescription drug benefit under Medicare, as well as a federal subsidy to sponsors of retiree health care benefit plans that provide retiree benefits in certain circumstances. It is not yet clear what impact, if any, the new legislation will have on Energizer's postretirement health care plans. The accumulated postretirement benefit obligation (APBO) reflected in the other liabilities section of the accompanying consolidated balance sheet, and the net periodic postretirement benefit cost (NPPBC) reflected in the accompanying consolidated statement of earnings do not reflect the effects, if any, of the Act. Specific authoritative guidance from the Financial Accounting Standards B oard on the proper accounting for any such effect is pending and may require in the future that Energizer change APBO and NPPBC amounts disclosed.

Note 13 – Energizer was served with a lawsuit filed on August 12, 2003 in the U.S. District Court for the District of Massachusetts in Boston, Massachusetts by the Gillette Company. The lawsuit alleges that Energizer’s new QUATTRO men’s shaving system infringes one of Gillette’s patents with respect to a specific progressive geometric blade configuration, and petitions the court for injunctive relief as well as monetary damages. The Gillette Company filed a motion for a preliminary injunction in the matter, which was denied by the Court in an order issued January 15, 2004. The Gillette Company has appealed this decision to the U.S. Court of Appeals for the Federal Circuit. In December, 2003, the Gillette Company amended its original complaint to add allegations that QUATTRO infringes three additional Gillette patents involving the system’s tray and handle grips, and on December 19, 2003, filed suit against Energizer’s subsidiary in Germany alleging that QUATTRO infringes Gillette’s European patent which is equivalent to the three-blade progressive geometry patent at issue in the Massachusetts District Court. Energizer separately challenged the validity of Gillette’s European progressive geometry patent in a European Patent Office action, but, at a hearing held in March, 2004, its challenge was denied; consequently, Gillette’s lawsuit against Energizer’s subsidiary will proceed to trial in December of 2004. Energizer believes that it has meritorious defenses to Gillette’s allegations in both the U.S. and European actions.

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On February 13, 2004, Energizer filed a patent infringement suit against Gillette in federal district court in Connecticut. The complaint alleges that Gillette is infringing three Schick patents concerning the connection of the blade cartridge to the razor handle. These three patents cover Gillette’s Mach3, Mach3 Turbo and Venus product lines. This suit is in a preliminary stage and may proceed for a protracted period of time.

On February 10, 2004, the plaintiff in a proposed class action lawsuit, filed in May, 2003 in the Circuit Court for the 20^th Judicial Circuit in St. Clair County, Illinois, voluntarily dismissed her action against Energizer and its wholly owned subsidiary, Eveready Battery Company, Inc.

Note 14 – Supplemental financial statement information is shown below:

	March 31,		September 30,		March 31,
	2004		2003		2003
Inventories
Raw materials and supplies	$                          60.7		$                          56.5		$                          59.5
Work in process	113.8		116.3		138.4
Finished products	274.8		257.8		322.7
Total inventories	$	449.3	$	430.6	$	520.6
Other current assets
Investment in SPE	$	69.5	$	100.7	$	88.8
Miscellaneous receivables		26.3		56.9		27.9
Deferred income tax benefits		60.3		60.4		59.8
Other		125.5		90.5		72.4
Total other current assets	$	281.6	$	308.5	$	248.9
Other assets
Pension asset	$	122.5	$	117.3	$	114.0
Deferred charges and other assets		37.5		31.5		28.5
Total other assets	$	160.0	$	148.8	$	142.5
Other current liabilities
Accrued advertising, promotion and allowances	$	251.3	$	230.8	$	190.4
Accrued salaries, vacations and incentive compensation		56.4		73.7		76.8
Other		130.0		123.7		115.6
Total other current liabilities	$	437.7	$	428.2	$	382.8
Other non-current liabilities
Pension, other retirement benefits and deferred compensation	$	265.1	$	224.7	$	191.1
Other non-current liabilities		39.6		58.3		77.3
Total other non-current liabilities	$	304.7	$	283.0	$	268.4

Note 15 – Energizer purchased approximately 3.9 million shares of its common stock during the six months ended March 31, 2004, of which 0.5 million was purchased in the second quarter, under its September 2003 authorization from the Board of Directors. On January 26, 2004, the Board of Directors replaced its last authorization with a new authorization to purchase up to ten million shares of Energizer common stock, with no expiration date. Future purchases may be made from time to time on the open market or through privately negotiated transactions, subject to corporate objectives and the discretion of management.

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Items 2 and 3. Management’s Discussion and Analysis of Financial Condition and Results of Operations, and Quantitative and Qualitative Disclosures About Market Risk (Dollars in millions, except per share data)

Highlights / Operating Results

The following discussion is based on the historical results of Energizer Holdings, Inc. (Energizer), unless otherwise noted. On March 28, 2003, Energizer completed its acquisition of the worldwide Schick-Wilkinson Sword (SWS) business from Pfizer, Inc. and thus, results for the SWS business are not included in the Consolidated Statement of Earnings prior to this date.

For the quarter ended March 31, 2004, net earnings were $53.4 or $0.65 per basic share and $0.63 per diluted share compared to $33.0, or $0.38 per basic share and $0.37 per diluted share for the same quarter last year. Current quarter earnings include tax benefits related to prior year losses of $9.5, or $0.11 per share and intellectual property rights income of $0.9 after taxes, or $0.01 per share.

Net earnings for the six months ended March 31, 2004 were $168.4 or $2.03 per basic share and $1.97 per diluted share compared to $119.4, or $1.36 per basic share and $1.33 per diluted share for the same period last year. Current year earnings include tax benefits related to prior year losses of $16.2, or $0.19 per share and intellectual property rights income of $0.9 after taxes, or $0.01 per share. Included in the net earnings for the six months ended March 31, 2003 is intellectual property rights income of $3.7 after taxes or $0.04 per share.

The inclusion of SWS results, net of incremental interest and integration expense, increased second quarter and six month diluted earnings per share by $0.12 and $0.28, respectively, of which $0.04 and $0.07, respectively, related to favorable foreign currency translation. Additionally, the second quarter and six months earnings per share included $0.07 and $0.20 of favorable currency impact related to the battery business.

Net sales increased $230.3 and $469.6 for the quarter and six month period, respectively. The SWS acquisition contributed $214.9 and $417.9 in net sales for the quarter and six month period, respectively, and the battery segments’ sales increased $15.4 and $51.7 for the same periods, respectively. See the comments on sales by segment in the Segment Results section below.

Gross margin increased $148.1 for the quarter and $292.6 for the six months, primarily due to the SWS acquisition. Gross margin percentage increased 8.4 percentage points to 51.2% for the current quarter and 5.8 percentage points to 50.7% for the current six months, primarily due to a higher margin rate for razors and blades than in the battery segments and favorable impact of currencies.

Selling, general and administrative expense increased $57.9 in the quarter and $111.7 in the six months, mainly due to the inclusion of SWS operations, as well as costs to integrate SWS operations, and higher corporate expenses. Selling, general and administrative expense as a percent of sales were 21.5% and 18.3% in the current quarter and six months, respectively, compared to 19.1% and 15.5% in the same quarter and six month period last year, respectively, primarily due to a higher rate of spending in razors and blades than in the battery segments.

Advertising and promotion expense increased $62.0 and $107.5 in the current quarter and six months, primarily as a result of the acquisition of SWS. Advertising and promotion as a percent of sales was 15.0% and 12.9% in the current quarter and six months, respectively, compared to 7.4% and 7.9% in the same quarter and six months last year, respectively. The increased percentage is primarily due to a generally higher rate of spending in razors and blades than in the battery segments, combined with significant incremental spending on the new shaving products, QUATTRO and Intuition.

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For the current quarter and six months, research and development expense increased $11.4 and $18.7 as a result of the acquisition of SWS and higher battery expense related to a charge for a discontinued development project. Research and development as a percent of sales was 3.5% and 2.6% in the current quarter and six months, respectively, compared to 2.6% and 1.9% in the same quarter and six months last year, respectively. The increased percentage is due to a higher rate of spending in razors and blades than for batteries, as well as the aforementioned battery charge.

Segment Results

Energizer’s operations are managed via three major segments - North America Battery (United States and Canada battery and lighting products), International Battery (rest of world battery and lighting products) and Razors and Blades (global razors, blades, and related products). Energizer reports segment results reflecting all profit derived from each outside customer sale in the region in which the customer is located. Research and development costs for the battery segments are combined and included in the Total Battery segment results. Research and development costs for Razors and Blades are included in that segment’s results. Segment performance is evaluated based on segment operating profit, exclusive of general corporate expenses, major restructuring charges and amortization of intangible assets. Financial items, such as interest income and expense, are man aged on a global basis at the corporate level.

This structure is the basis for Energizer’s reportable operating segment information, as included in the tables in Note 3 to the Condensed Financial Statements for the quarters and six months ended March 31, 2004 and 2003. All prior periods have been restated to conform to the current segment presentation.

North America Battery

	Quarter ended March 31,		Six months ended March 31,
	2004	2003	2004	2003
Net sales	$   187.5	$   194.2	$   557.4	$   541.7
Segment profit	$     39.0	$     45.6	$   154.0	$   155.8

Net sales to customers for the second quarter decreased $6.7, or 3%, due to lower volumes of large cell size alkaline batteries and lighting products, partially offset by higher volume in all other products. Large cell size alkaline volume declined 34% and lights declined 26% as sales returned to normal levels compared to significant increases last year prompted by terrorism and security concerns.

In the U.S., retail alkaline category units declined an estimated 5% compared to the same quarter last year, while category value fell 9%. Retail consumption of Energizer’s alkaline products decreased an estimated 7% in units and 9% in value for the quarter. Energizer estimates its share of the alkaline battery market at approximately 31% for the quarter, essentially flat compared to the same quarter last year. Energizer estimates that overall retail inventory levels at March 31, 2004, are at, or slightly above, seasonal normal levels.

Gross margin for the quarter declined $2.5, or 3%, on lower sales. Segment profit decreased $6.6 on lower margin, and higher advertising, promotion and overhead expenses.

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For the six months, sales increased $15.7, or 3%, on favorable currency translation of $6.2, higher volume and favorable pricing and product mix. Gross margin for the six months increased $5.5, or 2%, due to higher sales, partially offset by higher product costs. Segment profit decreased $1.8, as higher product costs, overheads and advertising and promotion expenses were nearly offset by margin on higher sales and favorable currency of $3.5.

International Battery

	Quarter ended March 31,		Six months ended March 31,
	2004	2003	2004	2003
Net sales	$   190.5	$   168.4	$   429.3	$   393.3
Segment profit	$     34.3	$     23.4	$     83.2	$     62.9

Net sales for the quarter increased $22.1, or 13%, on favorable currency impacts of $15.6 and higher volumes in the Asia Pacific region. Segment profit improved $10.9 for the quarter, including a $7.9 benefit from currency valuations and higher volumes, which were partially offset by higher overhead expenses.

For the six months, net sales increased $36.0, or 9%, on favorable currency impacts of $35.9 and favorable volume in Asia Pacific, partially offset by lower volumes and unfavorable pricing in Europe. Segment profit increased $20.3 for the six months, with a $19.1 favorable impact from currencies and improved volumes, which were partially offset by unfavorable pricing and higher overhead expenses.

Currency rates have been a significant favorable factor in the segment's results for the first six months of 2004 compared to 2003, with average year over year major European currencies up 10-18%, Australian dollar up 12% and other key currencies generally up versus the US dollar. Currently, major European currencies are up 2-11%, Australian dollar is up 12% compared to the average rates in the last six months of fiscal 2003, with other currencies demonstrating similar trends. Therefore, at current rates, we expect currency to continue to be favorable to the year over year comparison in the last half of fiscal 2004, but at a much lower level than earlier in the year.

Razors and Blades

	Quarter ended March 31,		Six months ended March 31,
	2004	2003 pro forma	2004	2003 pro forma
Net sales	$   214.9	$   128.0	$   417.9	$   312.0
Segment profit	$     30.0	($    12.3)	$     64.4	$     16.8

Energizer’s acquisition of SWS was completed on March 28, 2003; therefore, the comparison of the current quarter and six months are versus pro forma SWS results for the corresponding periods last year, as shown in Note 4 of the Condensed Financial Statements.

Razors and Blades sales for the quarter were $214.9, an increase of $86.9, or 68%, compared to the same quarter last year. The sales growth was primarily attributable to the new men’s and women’s shaving systems, QUATTRO and Intuition, and favorable currency of $17.3, partially offset by anticipated declines in other SWS product lines, which were negatively impacted by new product sales. New product sales for the quarter reflect continued strong sales in previously launched markets, as well as new brand rollouts in Japan and key European markets. Last year’s second quarter sales were weak in advance of the Intuition launch in the United States, as retailers held down inventory levels of other SWS products.

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Segment profit for the quarter was $30.0, a $42.3 improvement compared to a $12.3 operating loss in a weak second quarter of 2003. This increase was due to higher gross margin from new product sales, lower product costs, cost savings from integration synergies and favorable currency impacts of $5.7, partially offset by higher advertising, promotion and overhead expenses. The quarterly comparison also benefited from the absence of $12.0 of expenses for manufacturing startup and other costs associated with the launch of Intuition, which were included in last year’s second quarter.

For the six months, sales increased $105.9, or 34%, as new product sales and $32.8 of favorable currency were partially offset by anticipated declines in other SWS product lines. Segment profit for the six months increased $47.6 to $64.4 as higher gross margin from new product sales, lower product costs and favorable currency impacts of $10.1 were partially offset by higher advertising, promotion and overhead expenses.

Looking forward, SWS’ year-over-year comparisons will be more difficult as we near the anniversary of new product launches, which included significant retail pipeline fill sales. In addition, significant advertising and promotion is planned for the third fiscal quarter in support of the new products and in response to continuing competitive activity.

General Corporate and Other Expenses

Corporate and other expenses increased $12.4 for the quarter and $22.0 for the six months due to costs of integrating the SWS business, higher legal expenses related to litigation activity and higher administrative expenses.

Intellectual Property Rights Income

The current quarter and six months include $1.5 pre-tax or $0.9 after-tax, related to the licensing of intellectual property rights. In the six months ended March 31, 2003, Energizer recorded income related to intellectual property rights of $6.0 pre-tax, or $3.7 after-tax.

Interest Expense and Other Financing Costs

Interest expense increased $2.0 for the quarter and $4.8 for the six months due to SWS acquisition debt, partially offset by lower interest rates.

Other net financing income was favorable $0.9 for the quarter and $2.5 for the six months primarily due to foreign currency gains in the current periods.

Income Taxes

Income taxes were 15.4% for the quarter and 26.4% for the six months, which includes previously unrecognized tax benefits on prior year losses of $9.5 for the quarter and $16.2 for the six months. Absent these items, the income tax rate for the quarter was 30.4% compared to 28.1% in the same quarter last year and for the six months was 33.5% compared to 34.0% for the same period last year. The second quarter rates for both years reflect an adjustment necessary to bring the rate for the six months in line with the projected rate for the full year.

Energizer has recognized significant tax benefits related to prior year losses over the last four quarters, including $7.8, or $0.09 per diluted share in the third quarter of 2003. These benefits have been recognized in periods where the improved operating results in key foreign markets have made it more likely than not that tax loss carryforwards will be realized in the foreseeable future. Looking forward, Energizer has now recognized the bulk of such benefits available and does not expect to record meaningful additional amounts in the foreseeable future. As a result, year over year tax comparisons are expected to be unfavorable in the last half of the year.

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Financial Condition

At March 31, 2004, working capital was $542.2, compared to $515.6 at September 30, 2003. At March 31, 2003, current liabilities exceeded current assets by $135.8 primarily as a result of the increase in short-term borrowing related to the acquisition of SWS. Additionally, accounts receivable increased $111.3 from March 31, 2003 to March 31, 2004 reflecting higher sales. Inventories declined $71.3 over the same period reflecting replacement of high acquisition cost SWS inventory with lower cost inventory manufactured after the acquisition, as well as a reduction in high prior year inventory levels to support the April 2003 Intuition launch.

Energizer’s total borrowings were $954.6 at March 31, 2004. As of March 31, 2004, Energizer’s total debt and financing instruments tied to variable interest rates (primarily LIBOR) were $629.6. An increase in the applicable short-term rates of one full percentage point would increase annualized financing costs by $6.3.

A summary of Energizer’s significant contractual obligations is shown below. See Note 9 to the Condensed Financial Statements for discussion of letters of credit, loan guarantees and guarantees for the purchase of goods used in production.

	Total	Less than 1 year	1-3 years	3-5 years	More than 5 years
Long-term debt, including current maturities	$    885.9	$   20.0	$  120.9	$  155.0	$  590.0
Notes payable	68.7	68.7	-	-	-
Operating leases	90.7	13.2	20.7	14.3	42.5
Total	$  1,045.3	$ 101.9	$  141.6	$  169.3	$  632.5

Cash flow from operations was $249.7 for the six months ended March 31, 2004, compared to $245.6 for the same period a year ago.  Current year cash flows benefited from significantly higher cash earnings, primarily from the SWS acquisition.  Prior year cash flows benefited from conversion of trade receivables and inventory to cash.  Due to business seasonality, Energizer's cash flow from operations for the first six months of each fiscal year is typically significantly higher than for the last six months. 

Cash used in investing activities includes capital expenditures of $53.6 in the current six month period compared to capital expenditures of $14.1 in the same period last year, with the increase primarily due to higher battery production capital spending and the acquisition of SWS. Prior year investing cash flows included the acquisition of SWS.

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Cash flow from financing activities includes the purchase of $145.8 of treasury stock in the current six months compared to $128.9 in the same period last year. Energizer purchased approximately 3.9 million shares of its common stock during the current six months ended March 31, 2004, of which 0.5 million was purchased in the second quarter, under its September 2003 authorization from the Board of Directors. Subsequent to March 31, 2004 and through May 6, 2004, Energizer purchased an additional 0.4 million shares of its common stock.  On January 26, 2004, the Board of Directors replaced its last authorization with a new authorization to purchase up to ten million shares of Energizer common stock. Future purchases may be made from time to time on the open market or through privately negotiated transactions, subject to corporat e objectives and the discretion of management.

Under the terms of Energizer’s debt facilities, the ratio of Energizer’s total indebtedness to its Earnings Before Interest, Taxes, Depreciation and Amortization (EBITDA) (as defined by the facility agreement) cannot be greater than 3.5 to 1, and the ratio of its current year EBIT to total interest expense must exceed 3.5 to 1. Energizer’s ratio of total indebtedness to its EBITDA was 1.9 to 1, and the ratio of its EBIT to total interest expense was 12.0 to 1 as of March 31, 2004.

Energizer believes that cash flows from operating activities and periodic borrowings under available credit facilities will be adequate to meet short-term and long-term liquidity requirements prior to the maturity of Energizer’s credit facilities, and that it will be able to maintain all of its borrowing covenants, including the debt to EBITDA ratio, although no guarantee can be given in this regard.

Special Purpose Entity

Energizer generates accounts receivable from its customers through the ordinary course of business. A pool of domestic trade accounts receivable are routinely sold to Energizer Receivables Funding Corporation (the SPE), which is a wholly owned, bankruptcy-remote special purpose entity subsidiary of Energizer. The SPE’s only business activities relate to acquiring and selling interests in Energizer’s receivables, and it is used as an additional source of liquidity. The SPE sells an undivided percentage ownership interest in each individual receivable to an unrelated party (the Conduit) and uses the cash collected on these receivables to purchase additional receivables from Energizer.

Until March 2004, the trade receivables sale facility represented “off-balance sheet financing,” since the Conduit’s ownership interest in the SPE’s accounts receivable results in assets being removed from our balance sheet, rather than resulting in a liability to the Conduit. Upon the facility’s termination, the Conduit would be entitled to all cash collections on the SPE’s accounts receivable until its purchased interest has been repaid.

The terms of the agreements governing this facility qualify trade receivables sale transactions for “sale treatment” under generally accepted accounting principles. As such, Energizer is required to account for the SPE’s transactions with the Conduit as a sale of accounts receivable instead of reflecting the Conduit’s net investment as debt with a pledge of accounts receivable as collateral. Absent this “sale treatment,” Energizer’s balance sheet would reflect additional accounts receivable and notes payable and lower other current assets. See further discussion in Note 8 to the Condensed Consolidated Financial Statements.

In April 2004, Energizer renewed its contract with the Conduit of the SPE, with some key changes. Under the new agreement, the SPE no longer meets the “sale treatment” under generally accepted accounting principles as noted above. Therefore, future transactions will be reported and consolidated into Energizer’s results. As outlined above, the changes to Energizer’s balance sheet will consist of additional accounts receivable, lower other current assets resulting from the elimination of the investment in the SPE, and if applicable, an increase in notes payable. This accounting change will occur in Energizer’s third fiscal quarter.

Forward-Looking Statements

Statements made in this document that are not historical, particularly statements regarding estimates of battery category decline, retailer consumption of Energizer’s products, Energizer’s market share in the battery category, retailer inventory levels for the battery category, anticipated SWS advertising and promotion expenses, anticipated currency impact on future earnings, expectations of future tax benefits related to prior year losses and year-over-year tax comparisons, and Energizer’s compliance with debt covenants, including the covenant with respect to its debt to EBITDA ratio, and its continuing ability to meet liquidity requirements, may be considered forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Energizer cautions readers not to place undue rel iance on any forward-looking statements, which speak only as of the date made.

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Energizer advises readers that various risks and uncertainties could affect its financial performance and could cause Energizer’s actual results for future periods to differ materially from those anticipated or projected. Energizer’s estimates of battery category growth and value increase, retail consumption of its battery products on a unit and volume basis, Energizer market share and retailer inventory levels may be inaccurate, or may not reflect significant segments of the retail market. Moreover, Energizer sales volumes in future quarters may lag unit consumption if retailers are currently carrying excess inventories at this time, or if those retailers elect to further contract their inventory levels. Energizer’s overall tax rate for the year may be higher or lower than anticipated because of unforeseen changes in foreign loss estimates. Such changes c ould also impact Energizer’s continued recognition of tax benefits related to prior year losses. Anticipated advertising and promotion expenses for SWS may be impacted by actions of our competitors, available cash lfows and other investment alternatives. Competitive activity, whether involving pricing, new products and/or promotional expenditures, could negatively impact sales growth of the new SWS shaving systems, as well as future quarter segment results. Furthermore, the impact of the new shaving systems on existing product sales is difficult to determine with any accuracy, but it is likely that existing product sales of similar category products will decline with the growing acceptance of new products. Energizer’s debt to EBITDA ratio could increase beyond acceptable levels if EBITDA earnings levels decrease or if cash flow needs are greater than anticipated, resulting in a breach of the ratio covenant and consequent default on its existing debt facilities. Unforeseen fluctuations in levels of Energizer’s operating cash flows, or inability to maintain compliance with its debt covenants could also limit Energizer’s ability to meet future operating expenses and liquidity requirements, fund capital expenditures, or service its debt as it becomes due. Finally, the impact of currency exchanges is difficult to predict and can be significantly affected by economic and political conditions, either worldwide or in particular countries or regions, and by governmental monetary policies. Additional risks and uncertainties include those detailed from time to time in Energizer’s publicly filed documents, including Energizer’s Registration Statement on Form 10, its annual report on Form 10-K for the Year ended September 30, 2003, and its Current Reports on Form 8-K dated April 25, 2000 and April 28, 2004.

Item 4.Controls and Procedures.

J. Patrick Mulcahy, Energizer’s Chief Executive Officer, and Daniel J. Sescleifer, Energizer’s Executive Vice President and Chief Financial Officer, evaluated Energizer’s disclosure controls and procedures as of March 31, 2004, the end of the Company’s second fiscal quarter of 2004, and determined that such controls and procedures were effective and sufficient to ensure compliance with applicable laws and regulations regarding appropriate disclosure in the Quarterly Report, and that there were no material weaknesses in those disclosure controls and procedures. They have also indicated that there were no significant changes in internal controls or other factors that could significantly affect internal controls subsequent to the date of their most recent evaluation of disclosure controls and procedures, including any corrective actions with regard to si gnificant deficiencies and material weaknesses.

PART II – OTHER INFORMATION

There is no information required to be reported under any items except those indicated below.

Item 1 -- Legal Proceedings

Energizer was served with a lawsuit filed on August 12, 2003 in the U.S. District Court for the District of Massachusetts in Boston, Massachusetts by the Gillette Company. The lawsuit alleges that Energizer’s new Quattro men’s shaving system infringes one of Gillette’s patents with respect to a specific progressive geometric blade configuration, and petitions the court for injunctive relief as well as monetary damages. The Gillette Company filed a motion for a preliminary injunction in the matter, which was denied by the Court in an order issued January 15, 2004. The Gillette Company has appealed this decision to the U.S. Court of Appeals for the Federal Circuit. In December, 2003, the Gillette Company amended its original complaint to add allegations that < I>Quattro infringes three additional Gillette patents involving the system’s tray and handle grips, and on December 19, 2003, filed suit against Energizer’s subsidiary in Germany alleging that Quattro infringes Gillette’s European patent which is equivalent to the three-blade progressive geometry patent at issue in the Massachusetts District Court. Energizer separately challenged the validity of Gillette’s European progressive geometry patent in a European Patent Office action, but, at a hearing held in March, 2004, its challenge was denied; consequently, Gillette’s lawsuit against Energizer’s subsidiary will proceed to trial in December of 2004. Energizer believes that it has meritorious defenses to Gillette’s allegations in both the U.S. and European actions.

On February 13, 2004, Energizer filed a patent infringement suit against Gillette in federal district court in Connecticut. The complaint alleges that Gillette is infringing three Schick patents concerning the connection of the blade cartridge to the razor handle. These three patents cover Gillette’s Mach3, Mach3 Turbo and Venus product lines. This suit is in a preliminary stage and may proceed for a protracted period of time.

On February 10, 2004, the plaintiff in a proposed class action lawsuit, filed in May, 2003 in the Circuit Court for the 20^th Judicial Circuit in St. Clair County, Illinois, voluntarily dismissed her action against the Company and its wholly owned subsidiary, Eveready Battery Company, Inc.

The Company and its subsidiaries are parties to a number of other legal proceedings in various jurisdictions arising out of the operations of the Energizer business. Many of these legal matters, including those described above, are in preliminary stages and involve complex issues of law and fact, and may proceed for protracted periods of time. The amount of liability, if any, from these proceedings cannot be determined with certainty. However, based upon present information, Energizer believes that its ultimate liability, if any, arising from pending legal proceedings, asserted legal claims and known potential legal claims which are likely to be asserted, should not be material to Energizer’s financial position, taking into account established accruals for estimated liabilities. These liabilities, however, could be material to results of operations or cash flows for a particular quarter or year.

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Item 4—Changes in Securities, Use of Proceeds and Issuer Purchases of Equity Securities

Issuer Purchases of Energizer Common Stock during the quarter ended March 31, 2004

	(a) Total Number of Shares Purchased	(b) Average Price Paid per Share	(c) Total Number of Shares Purchased as Part of Publicly Announced Programs (1)	(d) Maximum Number of Shares that may yet be purchased under the current Program (2)
1/1/04 – 1/31/04	477,800	$ 37.42	477,800	10,000,000
2/1/04 – 2/29/04	-	-	-	-
3/1/04 – 3/31/04	-	-	-	-
Quarter 2 of FY 2004	477,800	$ 37.42	477,800	10,000,000

(1) On July 30, 2003, the Company announced Board approval of an authorization for the Company to acquire up to 10,000,000 shares of its common stock. Following that date, approximately 3.9 million shares of common stock were acquired by the Company under that authorization, including purchases made during January, 2004.

(2) On January 26, 2004, the Company announced that its Board of Directors had terminated the remaining authorization under the July 30, 2003 program, and replaced it with a new authorization to acquire up to 10,000,000 shares of the Company’s common stock. No shares have yet been acquired under the current authorization.

Item 6—Exhibits and Reports on Form 8-K

(a)The following exhibits (listed by numbers corresponding to the Exhibit Table of Item 601 in Regulation S-K) are filed with this report.

10	Negotiated Employment Agreement and General Release.*
31(i)	Section 302 Certification of Chief Executive Officer.
31(ii)	Section 302 Certification of Executive Vice President and Chief Financial Officer.
32(i)	Section 1350 Certification of Chief Executive Officer.
32(ii)	Section 1350 Certification of Executive Vice President and Chief Financial Officer.

*Denotes a management contract or compensatory plan or arrangement.

(b)On April 28, 2004, Energizer filed a Current Report on Form 8-K incorporating its press release of the same date relating to its earnings for the second quarter of fiscal 2004, ended March 31, 2004. A Statement of Earnings for the quarter was filed with the Current Report on Form 8-K.

21

SIGNATURES

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

ENERGIZER HOLDINGS, INC.

______________________________

Registrant

 
By:                                                         

Daniel J. Sescleifer

Executive Vice President and

Chief Financial Officer

Date: May 7, 2004

EX-10

Exhibit 10

REVISED NEGOTIATED EMPLOYMENT AGREEMENT AND GENERAL RELEASE

This Revised Negotiated Employment Agreement and General Release (referred to as “Revised Negotiated Employment Agreement) is entered into this ____ day of ________________, 2004, by and between Patrick C. Mannix, (referred to as "MR. MANNIX") and Eveready Battery Company, Inc. (referred to as “COMPANY” and defined in Paragraph 22) and Energizer Holdings, Inc.

WHEREAS, MR. MANNIX is an employee of the COMPANY in a key leadership and strategic position; and

WHEREAS Energizer Holdings, Inc. is the sole shareholder of COMPANY; and

WHEREAS, MR. MANNIX has indicated his interest in retiring; and

WHEREAS, COMPANY would benefit from MR. MANNIX's continued assistance with its business affairs for a period of time; and

WHEREAS, MR. MANNIX and COMPANY are amicably limiting and concluding their employment relationship and wish to enter into this Revised Negotiated Employment Agreement; and

WHEREAS the Board of Directors of COMPANY have approved the terms of this Revised Negotiated Employment Agreement,

NOW THEREFORE, in consideration of the mutual promises contained in this Revised Negotiated Employment Agreement, the parties agree as follows:

 1. Employment Terms, subject to Paragraphs 4, 5 and 6 below:

  a.MR. MANNIX shall continue satisfactorily to perform his duties as President of Energizer Holdings, Inc. and its various domestic subsidiaries, as assigned through March 31, 2004.

  b.MR. MANNIX shall execute a written resignation from his position as an officer of Energizer Holdings, Inc. and also as an officer and/or director of Eveready Battery Company, Inc. and any applicable affiliates or subsidiaries of Energizer Holdings, Inc. effective March 31, 2004. This resignation letter shall be in line with COMPANY’s specifications as set out in Attachment A to this Revised Negotiated Employment Agreement and submitted to the Chief Executive Officer of COMPANY upon execution of this Revised Negotiated Employment Agreement.

  c.Upon April 1, 2004, MR. MANNIX will cease to be President for COMPANY and, through July 31, 2004, will be employed by COMPANY in a consulting capacity. MR. MANNIX will be paid the base monthly salary he earned as of January 1, 2004, while he is on the COMPANY’s payroll. MR. MANNIX will assist in the transition of his former duties and perform such other duties or special projects that are specifically requested by the Chief Executive Officer of the Company or his designee.

  d. MR. MANNIX agrees satisfactorily to perform his duties as assigned without disruption to COMPANY operations or injury to COMPANY’s business operations or reputation.

  e.MR. MANNIX will receive the following bonus payments while on COMPANY’s payroll:

i.three hundred thirty thousand dollars ($330,000), less legally required deductions, to be paid on March 31, 2004. This bonus payment will count as benefit earnings for the purposes of COMPANY’s Retirement Plan but will not count as earnings under any other plan, including COMPANY’s Savings Investment Plan or Deferred Compensation Plan, nor be subject to any Company matching contributions under those plans.

ii.two hundred eighty eight thousand dollars ($288,000), less legally required deductions, for his Contingent Fiscal Year 03 Bonus, to be paid on March 31, 2004. This bonus payment will be treated in the same manner as other contingent bonus payments under COMPANY’s Savings Investment Plan and Deferred Compensation Plan, including, but not limited to, eligibility for any Company matching contributions under those plans.

iii.three hundred seventy-four thousand four hundred dollars ($374,400), less legally required deductions, for his Fiscal Year 04 Bonus, to be paid on March 31, 2004. This bonus payment will be treated in the same manner as other contingent bonus payments under COMPANY’s Savings Investment Plan and Deferred Compensation Plan, including, but not limited to, eligibility for any Company matching contributions under those plans.

  f.The terms of the Change of Control Revised Negotiated Employment Agreement entered into by COMPANY with MR. MANNIX on November, 2000, and thereafter amended on February 1, 2001 and November 19, 2001, hereby are voided and shall have no further force or effect on either MR. MANNIX or COMPANY upon execution of this Revised Negotiated Employment Agreement.

  g.Effective March 31, 2004, or mutually agreed other date, MR. MANNIX need report to COMPANY’s St. Louis offices to work only as specifically requested by the Chief Executive Officer of COMPANY in order to perform such duties or special projects that are assigned by the Chief Executive Officer of the Company or his designee, in accordance with Paragraph 1(c), if the Chief Executive Officer of COMPANY determines that MR. MANNIX’s physical presence would be necessary or beneficial for such work. If the Chief Executive Officer and MR. MANNIX mutually agree that the specified tasks can be performed effectively by MR. MANNIX in Australia, MR. MANNIX may relocate to Australia while still on COMPANY’s payroll.

  h.Effective July 31, 2004, MR. MANNIX’s employment will be terminated and he will be removed from the active payroll and effective August 1, 2004, will enter into retiree status, provided Mr. Mannix has completed the necessary paperwork.

  i.[intentionally left blank]

  j.Benefit Plan Participation.

    i.While he is on COMPANY’s payroll, MR. MANNIX shall continue to be able to participate in the benefit plans in which he is participating as of January 1, 2004. MR. MANNIX will be permitted to change his participation in such plans during the course of his employment to the extent plan terms permit for any other participation. It is understood and agreed that nothing in this paragraph shall be construed to prevent Energizer Holdings, Inc. or COMPANY from terminating, modifying or reducing any of the benefit plans or incent ive programs offered to employees of COMPANY during the course of this Revised Negotiated Employment Agreement, as long as such action is not directed solely at MR. MANNIX.

    ii. MR. MANNIX is not entitled to and will not receive any other payments, including, but not limited to, severance, incentive or termination payments, from COMPANY or its affiliates or subsidiaries and will be deemed ineligible to participate in any such programs except as specifically identified in this Agreement.

    iii. MR. MANNIX shall be eligible to participate in COMPANY’s Executive Retiree Medical Plan benefits in accordance with his status as of August 1, 2004.

    iv. MR. MANNIX hereby instructs COMPANY that it is his desire, and COMPANY so acknowledges, that MR. MANNIX’s final contributions into Energizer Holdings, Inc.’s Savings Investment Plan and Executive Savings Investment Plan will occur on March 31, 2004. Effective April 1, 2004, MR. MANNIX will make no further contributions into said plans. MR. MANNIX agrees that he will timely complete whatever forms, if any, are required in order to stop his participation on said date and thereafter.

  k.MR. MANNIX may apply for reimbursement in 2004 and 2005 under the Financial Planning Program for executives, if requested by MR. MANNIX any time in 2004 and 2005, respectively, up to the annual maximum permitted by the Program and subject to the terms of the Financial Planning Program, including any obligation to submit invoices or other documentation for reimbursement. The COMPANY will submit a Form 1099, as required by the IRS, for such reimbursement, if it occurs after MR. MANNIX is removed from COMPANY’s payroll.

  l.Within two weeks after his removal from COMPANY’s payroll, MR. MANNIX will be paid for any unused, banked, or carryover paid time off (PTO) days, in accordance with COMPANY policy in effect at the time.

  m.In accordance with COMPANY’s relocation program, the COMPANY agrees to pay reasonable and necessary expenses for the relocation of MR. MANNIX’s family and their household possessions and office furniture from St. Louis, Missouri, to Sydney, Australia, in 2004. In the event these payments are determined, under the provisions of Australian or United States tax law, to be subject to any federal, state, provincial and local income or employment tax, the Company shall pay to MR. MANNIX an additional amount such that the net amount retained by MR. MANNIX, after any federal, state, provincial and local income or employment tax payable by him upon the payments provided for by this subparagraph, shall be equal to the amount of relocation expenses actually incurred.

 2.Deferred Compensation, Stock Awards, Restricted Stock Equivalent Award:

  a.The terms of Energizer Holdings, Inc.’s Deferred Compensation Plan will apply to MR. MANNIX’s while he is on COMPANY’s payroll and upon his termination of employment in 2004, or earlier date pursuant to Paragraphs 4, 5 or 6 below, in accordance with that status as of his payroll removal date. MR. MANNIX understands and acknowledges that, based on the terms of this Revised Negotiated Employment Agreement, none of the payments that MR. MANNIX receives from COMPANY on or after April 1, 2004, will be eligible for deferral into Energizer Holdings, Inc.’s Deferred Compensation Plan. It is understood that nothing in this paragraph shall be construed to pre vent COMPANY from terminating, modifying or reducing the terms of its Deferred Compensation Plan during the course of this Revised Negotiated Employment Agreement, as long as such action is not directed solely at MR. MANNIX.

  b.MR. MANNIX previously was granted certain non-qualified stock options by Energizer Holdings, Inc. The terms of those stock option agreements will continue to apply, in accordance with MR. MANNIX’s status as of his payroll removal date.

  c.Energizer Holdings, Inc. and Mr. MANNIX mutually executed a Restricted Stock Equivalent Award Agreement on May 8, 2000. Stock equivalents credited to Mr. MANNIX pursuant to the provisions of that Agreement have vested in accordance with the terms thereof. Notwithstanding the terms of that Agreement, however, and, upon his retirement, the equivalents shall not convert to shares of Energizer Common Stock and be issued to Mr. MANNIX, but instead, shall be valued by reference to the average closing price of Energizer Common Stock for the ten days prior to the date of his retirement , and the value thereof shall be paid in cash to Mr. MANNIX as soon as practicable thereafte r in accordance with the election with respect to such conversion previously made by Mr. MANNIX.

 3.Pension Benefit:

  a. MR. MANNIX’s retirement benefits under the Energizer Holdings, Inc. Retirement Plan, the Supplemental Executive Retirement Plan, the Internationalist Plan, and the Australian Superannuation Plan No. 3, or any successor plans, will be calculated in accordance with the terms of each plan taking into account all relevant terms of such plans including, but not limited to, reduction factors for early retirement and social security offsets. It is understood that nothing in this paragraph shall be construed to prevent COMPANY or its affiliates and subsidiaries from reducing the rate of future accruals or terminating or modifying the terms of such retirement plans or successor plans, as long as such actio n is not directed solely at MR. MANNIX.

  b. Notwithstanding any provision of the Supplemental Executive Retirement Plan and/or the Internationalist Retirement Program, amounts referenced in Paragraph 1(c) and (e) shall be included in calculating MR. MANNIX's Average Annual Earnings and such amounts shall be considered benefit earnings for purposes of pension payments to MR. MANNIX.

 4. MR. MANNIX and COMPANY understand and agree that, if MR. MANNIX resigns or obtains and begins employment with another company on or prior to March 31, 2004, without the consent of COMPANY, COMPANY will terminate MR. MANNIX immediately by removing MR. MANNIX from COMPANY’s payroll. Upon payroll removal, MR. MANNIX's benefits as an active employee will cease and he will not be entitled to any further benefits or payments pursuant to this Revised Negotiated Employment Agreement, except that he shall be paid for any earned but unused paid time-off (including any banked PTO days) within two weeks of his removal from the payroll. COMPANY has the sole discretion to elect to accelerate any remaining salary continuation through July 31, 2004, and bonus payment(s) provide d for in Paragraph 1(e), to be paid to MR. MANNIX in a lump sum, less legally required deductions, within two weeks of MR. MANNIX’s last day on the payroll.

5.MR. MANNIX and COMPANY understand and agree that, if MR. MANNIX resigns or obtains and begins employment with another company on or after April 1, 2004, but prior to August 1, 2004, COMPANY will terminate MR. MANNIX immediately by removing MR. MANNIX from COMPANY’s payroll. Upon termination, MR. MANNIX's benefits as an active employee will cease. Any remaining salary continuation through July 31, 2004, and bonus payment provided for in Paragraph 1(e), will be paid to MR. MANNIX in a lump sum, less legally required deductions, within two weeks of MR. MANNIX’s last day on the payroll. Part-time employment or self-employment or occasional consultation shall not constitute beginning employment under this Paragraph, subject to the confidentiality and non-competition obligations set out in Paragraphs 7(d), 8, 10 and 11 below.

6.MR. MANNIX and COMPANY understand and agree that, if MR. MANNIX obtains and begins employment within COMPANY or any of its affiliates or subsidiaries prior to August 1, 2004 in another position, this Revised Negotiated Employment Agreement will become null and void.

7.Obligation of MR. MANNIX:

  a.MR. MANNIX shall notify COMPANY within two days of being offered and accepting another position, if MR. MANNIX accepts a position to commence before August 1, 2004;

  b. MR. MANNIX shall cooperate with and assist COMPANY whenever reasonably possible, so that all of his duties, responsibilities and pending matters can be transferred in an orderly way;

  c. MR. MANNIX shall provide COMPANY with full cooperation and assistance, upon COMPANY's request, including testifying at all trials or assisting with trial preparation, when MR. MANNIX might have relevant information. This shall be considered part of MR. MANNIX’s duties while on COMPANY’s payroll. After removal from COMPANY’s payroll, COMPANY shall pay MR. MANNIX, at an hourly rate derived from MR. MANNIX’s base monthly salary during the term of this Revised Negotiated Employment Agreement, for time expended in preparation of trial, including but not limited to review of records and files, attendance at and review of depositions, attendance at conferences with counsel, attendance at t rial and assistance with post trial and appeal issues and matters and for any reasonable and necessary expenses because of his requested cooperation with and assistance to COMPANY.

  d. As a specific condition of this Revised Negotiated Employment Agreement and in addition to the confidentiality provisions in Paragraph 8, MR. MANNIX shall not disclose to any third party, including future employers or clients, material details derived from his present or former executive position with COMPANY that relate to COMPANY’s past, present, or future business matters, unless MR. MANNIX has received prior written consent of the Chief Executive Officer of COMPANY or COMPANY’s Vice President for Human Resources. MR. MANNIX understands and agrees that information subject to the limitations of this paragraph may include information not otherwise subject to the confidentiality provisions of Paragraph 8 and that COMPANY has the sole discretion to determine materiality.

8.Confidentiality of Information:

MR. MANNIX acknowledges that the information, observations and data relating to the formulation, processing, manufacturing, sale and marketing of COMPANY's battery and battery related products and of COMPANY’s wet-shave products obtained by MR. MANNIX during the course of MR. MANNIX’s employment with COMPANY, its subsidiaries and affiliated companies and its predecessors (the "Confidential Information") are confidential and the exclusive property of COMPANY/or such companies. MR. MANNIX agrees that he will not disclose to any unauthorized persons or use for MR. MANNIX’s own account or for the benefit of any third party (other than COMPANY) any of such “Information” without COMPANY’s prior written consent, unless and to the extent that such “Confidential Information& #148; became generally known to and available for use by the public other than as a result of MR. MANNIX’s acts or failure to act. Such “Confidential Information”, observations and data shall include, but not be limited to, COMPANY’s and its affiliates current and planned information systems, the names, addresses or particular desires or needs of its customers, the bounds of its markets, the prices charged for its services or products, its market share, marketing strategies and promotional efforts in any market, information concerning product development, manufacturing processes, research and development projects, formulas, inventions and compilations of information, records or specifications, information concerning future product or market developments, financial information, information regarding suppliers and costs of raw materials and other supplies, financing programs, overhead distribution and other expenses, or conversion costs. MR. MANNIX understands and agrees that such &# 147;Confidential Information” is important, material and confidential, and that disclosure would gravely affect the successful conduct of COMPANY’s and its affiliates’ businesses. The obligation to protect Confidential Information is on-going and does not expire upon the termination of the Parties’ contractual relationship.

9.Subject to Paragraphs 4, 5, and 6 above, by July 31, 2004, or mutually agreed earlier date, MR. MANNIX warrants and represents that he will return and deliver to COMPANY's designated representative all memoranda, notes, plans, programs, records, reports, and other documentation (and copies thereof) relating to the business of COMPANY, its affiliates, and its predecessors which MR. MANNIX possesses or has under his possession now or in the future, including, but not limited to, computer hardware, software, data and disks, draft books, memoranda, notes, plans, programs, records, reports, and other documentation (and copies thereof) relating to COMPANY, office equipment and supplies, credit cards, cash advances and, if applicable, any outstanding final expense report.

 10.Non-Interference and Related Agreements:

For the duration of this Revised Negotiated Employment Agreement and a period of twelve (12) months after MR. MANNIX is removed from COMPANY’s payroll, MR. MANNIX shall not (i) induce or attempt to induce any employee of COMPANY to leave the employ of COMPANY or in any way interfere with the relationship between COMPANY and its employees or (ii) induce or attempt to induce any customer, supplier, distributor, broker or other business relation of COMPANY to cease doing business with the COMPANY, or in any way interfere with the relationship between any customer, supplier, distributor, broker or other business relation and COMPANY.

11.Non Competition

  a.For the duration of this Revised Negotiated Employment Agreement and a period of twelve (12) months after MR. MANNIX is removed from COMPANY's payroll, MR. MANNIX will not compete against COMPANY in COMPANY business.

  b.Definition of "COMPANY Business"

    For purposes of this Revised Negotiated Employment Agreement, the term "COMPANY Business" shall mean any company that owns or operates a business or facility that engages in any of the following business activities: (i) manufacturing, marketing, distributing and/or consulting on and or operating a facility for, the manufacturing, processing, marketing or distributing of batteries, lighting products, rechargeable batteries related battery and lighting products, and wet-shave products; (ii) purchasing or producing materials for use as, and marketing and distributing and/or consulting on the purchasing, producing or marketing or distributing of such produc ts or materials; and (iii) marketing and distributing, and/or consulting regarding the marketing or distributing, of such related products or materials. This obligation extends to the products and/or methods that presently are used, or were used, or are or were under development or consideration, whether or not completed, for use in COMPANY Business as of the date MR. MANNIX 's employment ends for any reason. MR. MANNIX understands that this definition applies only to this Revised Negotiated Employment Agreement. Any other restrictions on competition in other plan, policies or arrangements, including, but not limited to, those restrictions in the Deferred Compensation Plan, shall continue to apply as they exist now or may be modified by COMPANY in the future, as long as such modifications are not directed solely at MR. MANNIX.

  c.For the purpose of this Revised Negotiated Employment Agreement, to "compete" means to accept or begin employment with, advise, finance, own (partially or in whole), consult with, or accept an assignment through an employer with any third party worldwide in a position involving or relating to COMPANY Business.

  d.This Revised Negotiated Employment Agreement does not prevent MR. MANNIX from buying or selling shares of stock in any company that is publicly listed and traded in any stock exchange or the over-the-counter market. However, MR. MANNIX may not use Confidential Information to engage in, or induce others to engage in, insider trading as prohibited by federal and state securities laws.

 12.Release and Waiver:

The promises and payments contained in this Agreement, including Paragraphs 1 (except Paragraph 1(l)) and 5 above, are in addition to any wages to which MR. MANNIX already is entitled because of his work for COMPANY. MR. MANNIX agrees to accept the promises and terms in these Paragraphs in consideration for the settlement, waiver and release and discharge of any and all claims or actions against Energizer Holdings, Inc. and COMPANY, including their affiliates, subsidiaries, holding companies, directors, officers, employees, and agents, arising under any federal, state, or local statute, law, or regulation of the United States or Australia pertaining to employment discrimination on the basis of age, religion, disability, marital status, or any other reason established by law, including any claim of actual or constructive wrongful discharge.

13.Promise Not to Sue:

  a. MR. MANNIX makes the following promises not to sue:

 i. MR. MANNIX releases, settles and forever discharges Energizer Holdings, Inc. and COMPANY, including their affiliates, subsidiaries, holding companies, directors, officers, employees, and agents, from any and all claims, causes of action, rights, demands, debts, or damages of whatever nature, whether or not MR. MANNIX currently knows of them, which might have arisen from MR. MANNIX’s employment with and retirement from COMPANY and which may be brought by MR. MANNIX or another person or agency on MR. MANNIX’s behalf. This includes, but is not limited to, any claim MR. MANNIX mig ht raise under contract or tort law for actual or constructive wrongful discharge, except those claims which the parties specifically have excluded from this release and identified in Paragraph 15 below and except for a breach by COMPANY of a material provision of this Agreement.

 iiMR. MANNIX expressly releases Energizer Holdings, Inc. and COMPANY, including their affiliates, subsidiaries, holding companies, directors, officers, employees, and agents, from any and all legal liability and waives all claims, demands, or causes of action which MR. MANNIX, or any person or agency acting on MR. MANNIX’s behalf, may have against COMPANY, its agents, representatives, and employees under all federal, state, and/or local laws regulating employment of Australia or the United States, including but not limited to, all discrimination claims under the Civil Rights Act of 1964, as ame nded, the Age Discrimination in Employment Act, the Americans with Disabilities Act, Civil Rights Act known as 42 USC 1981, the Handicap Discrimination Act, the Missouri Human Rights Act, as amended, Section 213.010 et seq., the Missouri Service Letter Statute, as amended, Section 290.140 R.S.Mo., and the Family and Medical Leave Act of 1994.

  b. The COMPANY releases, settles, and forever discharges MR. MANNIX from any and all claims, causes of actions, rights demands, debts, or damages of whatever nature, whether or not COMPANY currently knows them, which might have arisen from MR. MANNIX’s actions or omissions within the scope of his duties during his employment with the COMPANY and retirement from COMPANY and which may be brought by the COMPANY or another person or agency on the COMPANY’s behalf. This includes, but is not limited to, any claim COMPANY might raise under contract or tort law and also includes any claims arising under federal, state, and/or local laws of the United States or Australia regulating employment.

14.Remedy for Violation:

  a. In the event that MR. MANNIX brings a cause of action against COMPANY in violation of Paragraphs 12 and 13 above, MR. MANNIX understands and agrees to place in an escrow account an amount equal to any settlement or separation payment paid to MR. MANNIX pursuant to Paragraph 1(e)(i) of this Revised Negotiated Employment Agreement while said cause of action is in litigation. If a court of competent jurisdiction determines that MR. MANNIX should not have brought such a cause of action because it is without merit and/or prohibited by MR. MANNIX’s promises in this Agreement, then MR. MANNIX shall repay to COMPANY any settlement payment(s) being held in the escrow account, as well as an amount, with int erest, equal to any salary continuation after MR. MANNIX is released from regular full-time duties and responsibilities, other discretionary payments or services which are paid to or provided to MR. MANNIX as consideration for the promises made by MR. MANNIX in this Agreement, and attorneys fees incurred by COMPANY defending its actions and this Agreement, in addition to any other damages the Court may deem proper.

  b.MR. MANNIX further understands that any breach of Paragraphs 7(d), 8, 10 and 11 of this Agreement could cause irreparable harm to the COMPANY. MR. MANNIX agrees that COMPANY has the right to seek an injunction to prevent violation of MR. MANNIX’s obligations under this Agreement, in addition to COMPANY’s right to seek the remedies at law described in subsection (a) above.

 15. Excluded Claims:

  This Revised Negotiated Employment Agreement shall not affect MR. MANNIX’s right to raise any claims based on any Social Security, or Workers' Compensation laws, or based on the terms in effect at the time the claim is raised of the Energizer Holdings, Inc. Retirement Plan, Supplemental Executive Retirement Plan, Internationalist Plan, Australian Superannuation Plan No. 3, Deferred Compensation Plan, Savings Investment Plan, Executive Savings Investment Plan, Executive Life and Health Plans, retiree benefits under the Energizer Medical Plan, and any and all other executive or employee benefit plans or programs through which he may be legally entitled to benefits as a result of his employment with COMPANY or subsequent re tirement.

 16. Benefit Earnings:

  It is understood and agreed that only the salary continuation and payments identified in Paragraphs 1(a), (c), (e), and (k) will be considered benefit earnings for applicable benefit plans maintained by COMPANY, including its pension plan(s). Any other monies paid to MR. MANNIX pursuant to this Revised Negotiated Employment Agreement shall not constitute earnings for benefit plan purposes.

 17. Confidentiality:

  MR. MANNIX agrees not to talk about, write about, or otherwise disclose the existence of this Revised Negotiated Employment Agreement, the terms of this Revised Negotiated Employment Agreement, or any fact concerning its negotiation, execution, or implementation to any person, firm, or corporation, other than to MR. MANNIX's spouse, financial advisor or attorney, unless MR. MANNIX is required to do so by federal, state, or local law, or by a court of competent jurisdiction. If MR. MANNIX discloses the terms of this Revised Negotiated Employment Agreement to MR. MANNIX’s spouse, financial advisor or attorney, MR. MANNIX shall advise that confidentiality is an essential part of this Revised Negotiated Employment Agreement and advise each that they are bound by the confidentiality clause. MR. MANNIX understands that COMPANY has disclosed, or will disclose, the terms of this Revised Negotiated Employment Agreement to its Board of Directors and such other COMPANY employees as COMPANY deemed necessary to implement and administer its terms and that COMPANY will disclose the terms of this Revised Negotiated Employment Agreement as required by Security Exchange Commission regulation or if COMPANY reasonably concludes that it is legally bound to do so for other reason, including but not limited to application of subpoena or order from a court of competent jurisdiction.

 18.Entire Agreement:

  This Revised Negotiated Employment Agreement is intended to finally and fully define and conclude the employment relationship between MR. MANNIX and COMPANY and may be amended only by an agreement in writing signed by the parties hereto. This Revised Negotiated Employment Agreement shall not be interpreted as an admission by COMPANY, its affiliates or its subsidiaries or MR. MANNIX of any wrongdoing or any violation of federal, state or local law, regulation, or ordinance. The COMPANY specifically denies that it, or its agents, supervisors, representatives, or employees of COMPANY, its affiliates or subsidiaries, have ever committed any wrongdoing whatsoever against MR. MANNIX.

 19.Effect in the Event of Unenforceability:

If, at the time of enforcement of any of the provisions of this Revised Negotiated Employment Agreement, but particularly Paragraphs 7(d), 8, 10, and 11 above, a court holds that the restrictions stated herein are unreasonable under the circumstances then existing, the parties agree that the maximum period, scope or geographical area reasonable under the circumstances will be substituted for the stated period, scope or area.

 20.Severability:

  In the event that any provision shall be held to be invalid or unenforceable for any reason whatsoever by a court of competent jurisdiction it is agreed such invalidity or unenforceability shall not affect any other provision of this Revised Negotiated Employment Agreement and the remaining covenants, restrictions and provisions hereof shall remain in full force and effect, and any court of competent jurisdiction may so modify the objectionable provision as to make it valid, reasonable and enforceable.

 21.Governing Law:

  This Revised Negotiated Employment Agreement will be governed by the internal law of the State of Missouri and not its law of conflicts.

 22. Company Defined:

For purposes of this Agreement, the term "COMPANY" as used herein, shall include not only Eveready Battery Company, Inc., but also the subsidiaries, or affiliated companies of Eveready Battery Company, Inc., Energizer Holdings, Inc., wherever situated, and all officers, directors, agents, and employees of any of the foregoing.

23.Voluntary Nature of Revised Negotiated Employment Agreement:

MR. MANNIX expressly acknowledges that he understands all the terms and effects of this Revised Negotiated Employment Agreement and is entering voluntarily into this Revised Negotiated Employment Agreement. MR. MANNIX expressly acknowledges that the COMPANY has given him at least twenty-one (21) days to consider this Revised Negotiated Employment Agreement as originally presented and that the COMPANY also has given him the opportunity to discuss all aspects of this Revised Negotiated Employment Agreement with an attorney before signing this Revised Negotiated Employment Agreement. MR. MANNIX states that he has discussed this Revised Negotiated Employment Agreement or, in the alternative, has freely elected to waive any remaining part of the twenty-one (21) calendar days and any further opportunity to discus s this Revised Negotiated Employment Agreement with an attorney before signing it.

24.Right of Revocation:

MR. MANNIX may revoke his acceptance within seven (7) calendar days after signing this Revised Negotiated Employment Agreement. MR. MANNIX’s notice of revocation must be given to the Vice President, Human Resources, of the COMPANY in writing within seven (7) calendar days after signing this Revised Negotiated Employment Agreement in order to be valid and effective. If MR. MANNIX does revoke this Revised Negotiated Employment Agreement, neither MR. MANNIX nor COMPANY will be required to satisfy any of the terms of this Revised Negotiated Employment Agreement. If MR. MANNIX has not revoked his acceptance within seven (7) calendar days, this Revised Negotiated Employment Agreement's effectiveness will become final.

MR. MANNIX	EVEREADY BATTERY COMPANY, INC.
	and
	ENERGIZER HOLDINGS, INC.
_______________________________________	By:  _______________________________
Patrick C. Mannix	Peter J. Conrad
	Vice President, Human Resources
	Eveready Battery Company, Inc.

Signed this _________ day of _____________________, 2004 Signed this _________ day of   __________________, 2004.

Witness:________________________________

Dated:__________________________________

EX-31.I 3 certification1.htm CERTIFICATION OF CEO

Exhibit 31(i)

Certification of Chief Executive Officer

I, J. Patrick Mulcahy, certify that:

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

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

 3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

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

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

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

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

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

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

Date: May 4, 2004

 

______________________________________

J. Patrick Mulcahy
Chief Executive Officer

EX-31.II 4 certification2.htm CERTIFICATION OF CFO

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 quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

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

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

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

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

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

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

Date: May 4, 2004

 

____________________________________________

Daniel J. Sescleifer

Executive Vice President and Chief Financial Officer

EX-32.I 5 section1350cert1.htm CEO SECTION 1350 CERTIFICATION

Exhibit 32(i)

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Energizer Holdings, Inc. (the "Company") on Form 10-Q for the period ending March 31, 2004 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, J. Patrick Mulcahy, Chief Executive Officer of the Company, certify pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that, to my best knowledge:

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

(2)The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

 

___________________________________________

J. Patrick Mulcahy

Chief Executive Officer

EX-32.II 6 section1350cert2.htm CFO SECTION 1350 CERTIFICATION

Exhibit 32(ii)

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Energizer Holdings, Inc. (the "Company") on Form 10-Q for the period ending March 31, 2004 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Daniel J. Sescleifer, Executive Vice President and Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that, to my best knowledge:

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

(2)The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

 

_____________________________________

Daniel J. Sescleifer

Executive Vice President and Chief Financial Officer

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EX-31.I

Exhibit 31(i)

Certification of Chief Executive Officer

I, J. Patrick Mulcahy, certify that:

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

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

 3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

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

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

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

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

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

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

Date: May 4, 2004

 

______________________________________

J. Patrick Mulcahy
Chief Executive Officer

EX-31.II

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 quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

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

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

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

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

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

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

Date: May 4, 2004

 

____________________________________________

Daniel J. Sescleifer

Executive Vice President and Chief Financial Officer

EX-32.I

Exhibit 32(i)

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Energizer Holdings, Inc. (the "Company") on Form 10-Q for the period ending March 31, 2004 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, J. Patrick Mulcahy, Chief Executive Officer of the Company, certify pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that, to my best knowledge:

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

(2)The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

 

___________________________________________

J. Patrick Mulcahy

Chief Executive Officer

EX-32.II

Exhibit 32(ii)

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Energizer Holdings, Inc. (the "Company") on Form 10-Q for the period ending March 31, 2004 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Daniel J. Sescleifer, Executive Vice President and Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that, to my best knowledge:

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

(2)The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

 

_____________________________________

Daniel J. Sescleifer

Executive Vice President and Chief Financial Officer