10-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended September 30, 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	(314) 985-2000
(Address of principal executive offices)	(Registrant’s telephone number)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Name of each exchange on which registered
Energizer Holdings, Inc. Common Stock, par value $.01 per share	New York Stock Exchange, Inc.
Energizer Holdings, Inc. Common Stock Purchase Rights	New York Stock Exchange, Inc.

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:  X    No:

Disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein and will not be contained, to the best of registrant's knowledge, in the definitive proxy statement incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.

Yes:        No: X

Registrant is an accelerated filer (as defined in Rule 12b-2 of the Securities Exchange Act of 1934).

Yes:  X    No:

Aggregate market value of the voting common equity held by nonaffiliates of the Registrant as of the close of business on March 31, 2004, the last day of the Registrant’s most recently completed second quarter: $3,587,464,669.

(Excluded from these figures is the voting stock held by Registrant's Directors and Executive Officers, who are the only persons known to Registrant who may be considered to be its "affiliates" as defined under Rule 12b-2. Registrant does not have a class of non-voting equity securities.)

Number of shares of Energizer Holdings, Inc. Common Stock ("ENR Stock"), $.01 par value, outstanding as of close of business on December 1, 2004: 72,356,841.

DOCUMENTS INCORPORATED BY REFERENCE

1.    Portions of Energizer Holdings, Inc. 2004 Annual Report (Parts I and II of Form 10-K).

2.    Portions of Energizer Holdings, Inc. Notice of Annual Meeting and Proxy Statement dated December 9, 2004 (Part III of Form 10-K).

PART I

Item 1.        Business.

General

Energizer Holdings, Inc., incorporated in Missouri in 1999, is one of the world’s largest manufacturers of primary batteries, flashlights and men’s and women’s wet-shave products. On April 1, 2000, all of the outstanding shares of common stock of Energizer were distributed in a tax-free spin-off to shareholders of Ralston Purina Company.

Energizer is the successor to over 100 years of expertise in the battery and lighting products industry. Its brand names “Eveready” and “Energizer” have worldwide recognition for quality and dependability, and are marketed and sold in more than 150 countries.

On March 28, 2003, Energizer completed the acquisition of the Schick-Wilkinson Sword business of Pfizer, Inc. Schick-Wilkinson Sword is the second largest manufacturer and marketer of men’s and women’s wet shave products in the world. Its portfolio of products, which currently includes the “Intuition”, “Lady Protector” and “Silk Effects Plus” women’s shaving systems and the “QUATTRO”, “Xtreme 3” and “Protector” men’s shaving systems, as well as the “Xtreme 3”,and “ST Slim Twin” disposables, has been well-known for over 75 years, with a reputation for high quality and innovation in shaving technology. Schick-Wilkinson Sword products are marketed and sold in more than 80 countries.

Energizer’s subsidiaries operate 25 manufacturing and packaging facilities in 15 countries on five continents, and employ 3,725 employees in the United States and 9,230 in foreign jurisdictions.

Principal Products

Energizer’s subsidiaries manufacture and/or market a complete line of primary alkaline and carbon zinc batteries, miniature batteries, specialty photo lithium batteries, rechargeable batteries, and flashlights and other lighting products. Energizer believes it has one of the industry’s most extensive product lines, with leading products in three major categories: household batteries, including the premium, performance and price segments; specialty batteries; and lighting products.

In the household category, “Energizer MAX” brand alkaline batteries are the most popular and widely used in the array of Energizer products. The batteries are offered in 1.5 volt, 4.5 volt, 6 volt and 9 volt configurations, and are available in the standard selection of sizes, including AA, AAA, AAAA, C, D and 9 volt sizes. In the performance segment of that category, Energizer offers an extensive line of products engineered specifically for demanding high-drain batteries, including “Energizer e^2” Titanium AA batteries, and “Energizer e^2” Lithium AA and AAA batteries. Energizer also offers “Energizer” Rechargeable NiMH batteries, and the “Energizer” Compact Charger and 15-Minute Charger. Price segment offerings include “Eveready” carbon zinc batte ries and “Eveready Gold” alkaline batteries.

In specialty batteries, Energizer offers a range of miniature batteries for hearing aids, watches and small electronics, and photo batteries for film cameras. It has introduced the “EZ Change” dispenser for hearing aid batteries, and “Energizer” Multi-Drain silver oxide watch batteries.

In lighting products, Energizer manufactures and markets a complete line of flashlights and other battery-powered lighting products under the “Energizer” and “Eveready” brands - including premium and value flashlights and lanterns for home, work and outdoors, plus novelty and impulse flashlights. In 2004, Energizer launched the “Energizer Quick Switch” flashlight that runs on two D, C or AA batteries.

Energizer’s Schick-Wilkinson Sword wet shave business, acquired in 2003, manufactures and markets a range of razor systems (i.e. razor handle with refillable blades) and disposable shave products for men and women in all major global markets, as well as shaving products such as lotions and shaving creams, and, at a facility in the United Kingdom, ceremonial swords. It currently holds the #2 position globally in the wet shave industry. In the spring of 2003, Schick-Wilkinson Sword introduced the “Intuition” women’s shaving system, a revolutionary system containing a skin-conditioning solid which lathers when wet, as well as a pivoting triple bladed razor. In September of 2003, it introduced the “QUATTRO” men’s shaving system, the world’s first four-bladed razor, with conditioning strips and an ergonomically designed handle, and in 2004 introduced an improved “QUATTRO” Midnight. In 2005, Schick-Wilkinson Sword plans to introduce “QUATTRO” for Women, the world’s first four-bladed razor designed for women.

Sources and Availability of Raw Materials

The principal raw materials used in Energizer’s businesses - electrolytic manganese dioxide, zinc, acetylene black, graphite, steel cans, nylon, brass wire, separator paper, and potassium hydroxide, for batteries, and steel, plastic and various packaging materials, for wet shave products, - are sourced on a regional or global basis. Energizer believes that adequate supplies of the raw materials required for its operations are available at the present time, but cannot predict the future availability or prices of such materials. These raw materials are generally available from a number of different sources, and the prices of those raw materials are susceptible to currency fluctuations and price fluctuations due to transportation, government regulations, price controls, econ omic climate, or other unforeseen circumstances. In the past, Energizer has not experienced any significant interruption in availability of raw materials.

Energizer’s management has extensive experience in purchasing raw materials in the commodity markets. From time to time, management has taken positions in various ingredients to assure supply and to protect margins on anticipated sales volume.

Sales and Distribution

Energizer’s battery and lighting products and wet shave products are marketed primarily through a direct sales force, but also through exclusive and non-exclusive distributors and wholesalers. In the United States, the direct sales team for batteries has been reorganized into a Customer Management Team focused on key business accounts in several categories, including food, mass merchandise and specialty. Energizer distributes its products to consumers through numerous retail locations worldwide, including mass merchandisers and warehouse clubs, food, drug and convenience stores, electronics specialty stores and department stores, hardware and automotive centers and military stores.

Although a large percentage of Energizer’s sales are attributable to a relatively small number of retail customers, only Wal-Mart Stores, Inc. and its subsidiaries, as a group, account for more than ten percent of Energizer’s sales. For fiscal year 2004, those customers accounted for, in the aggregate, approximately 16.6% of Energizer’s sales.

Patents, Technology and Trademarks

Energizer’s operating subsidiaries own a number of trademarks which Energizer considers of substantial importance and which are used individually or in conjunction with other Energizer trademarks. These include “Eveready”, “Energizer”, “Energizer e²”, "Energizer Max", “Schick”, “Wilkinson Sword”, “Intuition”, “QUATTRO”, “Xtreme”, “Xtreme 3”, “Protector”, “Lady Protector”, the Energizer Bunny and the Energizer Man character.

Energizer’s ability to compete effectively in the battery and wet shave industries depends in part on its ability to maintain the proprietary nature of its technology and manufacturing processes through a combination of patent and trade secret protection, non-disclosure agreements, licensing, and cross-licensing agreements. Energizer’s subsidiaries own or license from third parties a considerable number of patents, patent applications and other technology which Energizer believes are extremely significant to its business. These primarily relate to battery product and lighting device improvements, additional battery product features, shaving product improvements and additional features, and manufacturing processes.

As of September 30, 2004, Eveready Battery Company, Inc., a subsidiary of Energizer, owned (directly or beneficially) approximately 446 unexpired United States patents which have a range of expiration dates from October, 2004 to November, 2021, and had approximately 184 United States patent applications pending. It routinely prepares additional patent applications for filing in the United States. Eveready also actively pursues foreign patent protection in a number of foreign countries. As of September 30, 2004, Eveready owned (directly or beneficially) approximately 1,302 foreign patents and had approximately 567 patent applications pending in foreign countries.

Since publications of discoveries in the scientific or patent literature tends to lag behind actual discoveries by several months, Eveready cannot be certain that it was the first creator of inventions covered by pending patent applications or the first to file patent applications on such inventions.

Seasonality

The battery business, particularly in North America, tends to be seasonal, with large purchases of batteries by consumers during the December holiday season, and increases in retailer inventories during late summer and autumn. The wet shave business does not exhibit seasonal variability.

Competition

Both the battery business and the wet shave business are highly competitive, both in the United States and on a global basis, as large manufacturers with global operations compete for consumer acceptance and, increasingly, limited retail shelf space. Competition is based upon brand perceptions, product performance, customer service and price.

Energizer competes in the domestic and global battery markets which have been, in the past, high growth markets. Higher performance primary and rechargeable batteries have been growing at a faster rate than lower-performing batteries. Energizer’s principal battery competitors in the United States are Duracell International, Inc., a subsidiary of The Gillette Company, and Rayovac Corporation. Private-label sales by large retailers have also been growing in significance. Duracell and Panasonic are significant competitors in South and Central America, Asia and Europe, and local and regional battery manufacturers in Asia and Europe also compete for battery sales.

The global shaving products business, comprised of wet shave blades and razors, electric shavers, lotions and creams, is one of the fastest-growing consumer product segments worldwide. The wet shave segment of that business, the segment in which Energizer participates, is further segmented between razor systems and disposable products. Geographically, North America, Western Europe and Japan represent relatively developed and stable markets with demographic trends that result in a stable, predictable number of shaving consumers. These markets are expected to rely primarily on new premium priced product introductions for growth. As a result of demographic trends, however, there is a significant growth trend predicted for the wet shave segment in Latin American, Asian and Eastern European countries. Energizer’s principal competitors in the wet shave business worldwide are The Gillette Company, which is the leading company in the global wet shave segment, and Bic Group, which competes in the disposable segment only.

Energizer has a significant market position in most geographic markets in which it competes.

Governmental Regulation and Environmental Matters

The operations of the Company, like those of other companies engaged in the battery and shaving products businesses, are subject to various federal, state, foreign and local laws and regulations intended to protect the public health and the environment. These regulations primarily relate to worker safety, air and water quality, underground fuel storage tanks and waste handling and disposal.

The Company has received notices from the U.S. Environmental Protection Agency, state agencies, and/or private parties seeking contribution, that it has been identified as a “potentially responsible party” (PRP) under the Comprehensive Environmental Response, Compensation and Liability Act, and may be required to share in the cost of cleanup with respect to seven federal “Superfund” sites. It may also be required to share in the cost of cleanup with respect to a state-designated site. Liability under the applicable federal and state statutes which mandate cleanup is strict, meaning that liability may attach regardless of lack of fault, and joint and several, meaning that a liable party may be responsible for all of the costs incurred in investigating and cleaning up contamination at a site. However, liability i n such matters is typically shared by all of the financially viable responsible parties, through negotiated agreements. Negotiations with the U.S. Environmental Protection Agency, the state agency that is involved on the state-designated site, and other PRPs are at various stages with respect to the sites. Negotiations involve determinations of the actual responsibility of the Company and the other PRPs at the site, appropriate investigatory and/or remedial actions, and allocation of the costs of such activities among the PRPs and other site users.

The amount of the Company’s ultimate liability in connection with those sites may depend on many factors, including the volume and toxicity of material contributed to the site, the number of other PRPs and their financial viability, and the remediation methods and technology to be used.

In addition, the Company undertook certain programs to reduce or eliminate the environmental contamination at the rechargeable battery facility in Gainesville, Florida, which was divested in November 1999. Responsibility for those programs was assumed by the buyer at the time of the divestiture. In 2001, the buyer, as well as its operating subsidiary which owned and operated the Gainesville facility (which has subsequently been sold or leased to another operator), filed petitions in bankruptcy. In the event that the buyer and its affiliates, or the current opeator, becomes unable to continue the programs to reduce or eliminate contamination, the Company could be required to bear financial responsibility for such programs as well as for other known and unknown environmental conditions at the site. Under the terms of the R eorganization Agreement between the Company and Ralston Purina Company, however, which has been assumed by an affiliate of The Nestle Corporation, Ralston’s successor is obligated to indemnify the Company for 50% of any such liabilities in excess of $3 million.

Under the terms of the Stock and Asset Purchase Agreement between Pfizer, Inc. and the Company, relating to the acquisition of the SWS business, environmental liabilities related to pre-closing operations of that business, or associated with properties acquired, are generally retained by Pfizer, subject to time limitations varying from 2 years to 10 years following closing with respect to various classes or types of liabilities, minimum thresholds for indemnification by Pfizer, and maximum limitations on Pfizer’s liability, which thresholds and limitations also vary with respect to various classes or types of liabilities.

Many European countries, as well as the European Union, have been very active in adopting and enforcing environmental regulations. In many developing countries in which the Company operates, there has not been significant governmental regulation relating to the environment, occupational safety, employment practices or other business matters routinely regulated in the United States. As such economies develop, it is possible that new regulations may increase the risk and expense of doing business in such countries.

Accruals for environmental remediation are recorded when it is probable that a liability has been incurred and the amount of the liability can be reasonably estimated, based on current law and existing technologies. These accruals are adjusted periodically as assessments take place and remediation efforts progress, or as additional technical or legal information becomes available.

It is difficult to quantify with certainty the potential financial impact of actions regarding expenditures for environmental matters, particularly remediation, and future capital expenditures for environmental control equipment. Nevertheless, based upon the information currently available, the Company believes that its ultimate aggregate liability arising from such environmental matters, taking into account established accruals of $7.5 million for estimated liabilities at September 30, 2004, should not be material to the business or financial condition of the Company.

Available Information

Energizer regularly files periodic reports with the Securities and Exchange Commission (“SEC”), including annual reports on Form 10-K and quarterly reports on Form 10-Q, as well as, from time to time, current reports on Form 8-K, and amendments to those reports. The SEC maintains an Internet site containing these reports, and proxy and information statements, at http://www.sec.gov. These filings are also available free of charge on Energizer’s website, at www.energizer.com as soon as reasonably practicable after their electronic filing with the SEC.

Other Matters

The descriptions of the business of, and the summary of selected financial data regarding Energizer appearing under “ENERGIZER HOLDINGS, INC. - MANAGEMENT’S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION - Battery Business Overview, and Razors and Blades Business Overview” on page 10, “ENERGIZER HOLDINGS, INC. - MANAGEMENT’S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION - Highlights” on pages 10 and 11, “ENERGIZER HOLDINGS, INC. - MANAGEMENT’S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION - Liquidity and Capital Resources” on pages 15 and 16, “ENERGIZER HOLDINGS, INC. - MANAGEMENT’S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION - Operating Results, and Segment Results” on pages 11 through 13, “ENERGIZER HOLDINGS, INC. - MANAGEMENT’S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION - Operating Results - Research and Development” on page 11, “ENERGIZER HOLDINGS, INC. - NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Segment Information” on pages 42 through 44, of the Energizer Holdings, Inc. 2004 Annual Report, are hereby incorporated by reference.

Item 2.     Properties

A list of Energizer’s principal plants and facilities as of the date of filing follows. Energizer believes that such plants and facilities, in the aggregate, are adequate, suitable and of sufficient capacity for purposes of conducting its current business. During the fiscal year ended September 30, 2004, based on Energizer’s current operating mode, alkaline manufacturing facilities were utilized on average 83%; however, based on a 100% 7/24 mode, alkaline utilization would be at 70% of capacity. Energizer’s carbon zinc facilities were utilized on average at approximately 70%. Wet shave products manufacturing facilities were utilized, on average, at approximately 70% of capacity.

BATTERY PRODUCTS

North America	Europe
Asheboro, NC (2)	Caudebec Les Elbeuf, France (1)(5)
Bennington, VT	La Chaux-de-Fonds, Switzerland
Garrettsville, OH	Tanfield Lea, U.K. (1)
Marietta, OH
Maryville, MO	Africa
St. Albans, VT	Alexandria, Egypt
Walkerton, Ontario, Canada (5)	Nakuru, Kenya (4)
Westlake, OH (3)
Asia	ADMINISTRATIVE AND EXECUTIVE OFFICES
Bogang, People’s Republic of China (1)	St. Louis, Missouri (1)
Cimanggis, Indonesia
Ekala, Sri Lanka
Johor, Malaysia
Jurong, Singapore
Mandaue Cebu, Philippines
Tianjin, People’s Republic of China
WET SHAVE PRODUCTS
North America	Europe
Milford, CT	Acton, U.K. (6)
	Solingen, Germany
South America	Asia
Caracas, Venezuela (1)	Guangzhou, People’s Republic of China

In addition to the properties identified above, Energizer and its subsidiaries own and/or operate sales offices, regional offices, storage facilities, distribution centers and terminals and related properties.

(1) Leased         (2) Two plants         (3)  Research facility

(4) Less than 20% owned interest         (5) Bulk packaging or labeling

(6) Ceremonial Sword manufacturing only

Item 3.     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 QUATTRO infringes three additional Gillette patents involvin g the system’s tray and handle grips. In June, 2004, Energizer filed a counterclaim against Gillette alleging that Gillette committed fraud against the Patent Office when it obtained its three blade progressive geometry patent and, therefore, that Gillette’s attempts to enforce the patent violate U.S. antitrust laws. Trial on Gillette’s claims is expected in 2005, with trial on Energizer’s counterclaims thereafter. Energizer believes that it has meritorious defenses to Gillette’s allegations. 

On December 19, 2003, Gillette filed suit against Energizer’s Wilkinson Sword subsidiary in Germany alleging that QUATTRO infringes Gillette’s European patent which is equivalent to the three-blade progressive exposure patent at issue in the Massachusetts District Court. At a trial held on December 2, 2004, the German court ruled that QUATTRO does not infringe Gillette’s patent. Gillette has announced that it will appeal the decision. Energizer separately challenged the validity of Gillette’s European progressive exposure patent in a European Patent Office action, but, at a hearing held in March, 2004, its challenge was denied. Energizer has filed an appeal of this decision.

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. At the time the suit was filed, these three patents covered Gillette’s Mach3, Mach3 Turbo and Venus product lines. Since the filing of the suit, however, Gillette has introduced a new product, Mach 3 Power. On July 15, 2004, Energizer amended its suit, adding an allegation that Mach 3 Power infringes the Schick patents. The suit on the merits is in a preliminary stage and may proceed for a protracted period of time.

In May, 2004, Gillette filed three suits against Wilkinson Sword in Hamburg, Germany seeking preliminary injunctions. The first suit alleges that sale of the Wilkinson Sword Intuition razor in Germany infringes a Gillette patent covering the Intuition shower caddy. The second suit alleges that the sale of the Wilkinson Sword Intuition razor in Germany infringes a Gillette patent covering the Intuition cartridge container. The third suit alleges that the manufacture and sale of the Wilkinson Sword QUATTRO razor in Germany infringes a Gillette patent covering the razor handle. A hearing was held on these three preliminary injunction requests on June 16, 2004 and, when the judge indicated that he was going to deny the injunctions, Gillette withdrew its requests. Gillette filed the same suits against Wilkinson Sword in Düsseldorf , Germany, but did not seek preliminary relief. Those suits are in a preliminary stage and hearings are scheduled during 2005.

Energizer 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.

See also the discussion captioned "Governmental Regulation and Environmental Matters" under Item 1 above.

Item 4.        Submission of Matters to a Vote of Security Holders.

Not applicable.

Item 4a     Executive Officers Of The Registrant.

A list of the executive officers of Energizer and their business experience follows. Ages shown are as of December 31, 2004.

J. Patrick Mulcahy - Chief Executive Officer of Energizer since March, 2000. Mr. Mulcahy joined Ralston Purina Company in 1968 and has served as Chairman of the Board and Chief Executive Officer of Eveready Battery Company, Inc. since 1987. Mr. Mulcahy served as co-Chief Executive Officer and co-President of Ralston Purina Company from October, 1997 to June, 1999. He served as Ralston’s Vice President and Director, Corporate Strategic Planning and Administration 1984-86; Division Vice President, Strategic Planning 1981-84; and Division Vice President, Director of Marketing, Grocery Products Group, 1980-81. Mr. Mulcahy has announced his plans to retire as Chief Executive Officer as of the end of January, 2005. Age: 60.

William P. Stiritz - Chairman of the Board of Directors of Energizer and Chairman of the Management Strategy and Finance Committee since March, 2000. Mr. Stiritz joined Eveready Battery Company, Inc. in 2000, at the time of the Company’s spin-off from Ralston Purina Company. From 1982 to 1997, he served as Chief Executive Officer and Chairman of the Board of Ralston Purina Company, and from 1998 to 2001, he served as Chief Executive Officer, President and Chairman of the Board of Agribrands International, Inc. Mr. Stiritz will resign as an Executive Officer as of the end of January, 2005, although he will remain as Chairman of the Board. Age: 70.

Ward M. Klein - President and Chief Operating Officer since January, 2004, and will become Chief Executive Officer as of the end of January, 2005. Prior to his current position he served as President, International from 2002 to 2004. Mr. Klein joined Ralston Purina Company in 1979. President and Chief Operating Officer - Asia Pacific and PanAm from 2000 to 2002, as Vice President - Asia Pacific for Energizer from March to September, 2000, as Vice President and Area Chairman, Asia Pacific, Africa and Middle East for battery operations from 1998 to 2000, as Area Chairman, Latin America from 1996-98, as Vice President, General Manager Global Lighting Products, 1994-96 and as Vice President of Marketing, 1992-94. Age: 49.

Joseph McClanathan - President and Chief Executive Officer, Energizer Battery since January, 2004. Prior to his current position, he served as President, North America from 2002 to 2004. Mr. McClanathan joined the Eveready Battery division of Union Carbide Corporation in 1974. He served as Vice President, North America of Energizer from 2000 to 2002, as Vice President and Chairman, North America of Eveready Battery Company, Inc. from 1999 to 2000, as Vice President, Chief Technology Officer from 1996 to 1999, and as Vice President, General Manager, Energizer Power Systems division from 1993 to 1996. Age: 52.

Joseph E. Lynch - President and Chief Executive Officer, Schick-Wilkinson Sword since January, 2004. Prior to his current position, he served as President, Schick-Wilkinson Sword from March, 2003 to January, 2004. Mr. Lynch became an officer of Energizer upon the acquisition of the Schick-Wilkinson Sword business on March 28, 2003. Prior to that time, he served as the President of the Schick-Wilkinson Sword division of Pfizer, Inc. and its predecessor in interest, Warner-Lambert Company since November, 2000. He joined Warner-Lambert in 1995 as Vice President and Controller, and served in that position until being appointed to the Schick position in 2000. Age: 53.

Daniel J. Sescleifer - Executive Vice President and Chief Financial Officer of Energizer since October, 2000. Mr. Sescleifer served as Vice President and Treasurer of Solutia Inc. from July-October, 2000, as Vice President and Treasurer of Ralcorp Holdings, Inc, from 1996 to 2000, and as Director, Corporate Finance of Ralcorp Holdings, Inc. from 1994 to 1996. Age: 42.

Gayle G. Stratmann - Vice President and General Counsel of Energizer since March, 2003. Ms. Stratmann joined Eveready Battery Company, Inc. in 1990. Prior to her current position, she served as Vice President, Legal Matters - Operations of Eveready Battery Company, Inc. since 2002. From 1996 to 2002, she served as Assistant General Counsel - Domestic. Age: 48.

Peter J. Conrad - Vice President, Human Resources of Energizer since March, 2000. Mr. Conrad joined Eveready Battery Company, Inc. in 1997. Prior to his current position, he served as Vice President, Human Resources from 1997 to 2000. Mr. Conrad served as Vice President, Human Resources for Protein Technologies International, Inc., a former subsidiary of Ralston Purina Company, from 1995-97. Age: 44.

David P. Hatfield - Executive Vice President and Chief Marketing Officer, Energizer Battery since March, 2004. Prior to his current position, he served as Vice President, North American and Global Marketing, from 1999 to 2004, and as Vice President, Europe, Marketing, from 1997 to 1999. Age: 44.

Item 5.        Market for Registrant's Common Stock and Related Stockholder Matters.

Energizer's common stock ("ENR Stock") is listed on the New York Stock Exchange. As of September 30, 2004, there were 15,221 shareholders of record of the ENR Stock.

The following table sets forth the range of market prices for the ENR Stock for the period from October 1, 2002 to September 30, 2004. No dividends were declared or paid on the ENR Stock during that period, and the Company does not currently intend to pay dividends during fiscal year 2005.

Market Price Range

	FY2004	FY2003
First Quarter	$35.73 - $38.94	$24.23- $31.74
Second Quarter	$36.21 - $47.80	$22.46- $29.20
Third Quarter	$41.09 - $48.40	$25.20- $32.15
Fourth Quarter	$37.10 - $46.36	$30.68- $38.27

There have been no unregistered offerings of registrant's equity securities during the period covered by this Annual Report on Form 10-K.

Issuer Purchases of Energizer Common Stock during the quarter ended September 30, 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 (1)
07/01/04 to 7/31/04	1,508,800	$43.96	908,800	0
08/01/04 to 8/31/04	3,123,089	$39.74	3,123,089	9,869,229
09/01/04 to 09/30/04	1,627,983	$43.17	1,627,983	8,241,246
Quarter 4 of FY 2004	6,259,872	$41.65	5,659,872	8,241,246

(1) On August 30, 2004, the Company announced Board approval of a new authorization for the Company to acquire up to 10,000,000 shares of its common stock, which replaced in its entirety a previous authorization dated January 26, 2004. From October 1 through December 1, 2004, 1,276,800 shares of common stock were acquired under the August 30 authorization. On August 30, 2004, the Company also entered into a Rule 10b5-1 Repurchase Plan with an independent broker, authorizing the broker to acquire shares on behalf of the Company. Purchases by the Company during the months of September and October, 2004, and the first 5 days of November, 2004, were pursuant to the Plan, which by its terms has now expired.

Item 6.        Selected Financial Data.

The “ENERGIZER HOLDINGS, INC. - SUMMARY SELECTED HISTORICAL FINANCIAL INFORMATION” appearing on page 20 of the Energizer Holdings, Inc. 2004 Annual Report is hereby incorporated by reference.

Item 7.    Management's Discussion and Analysis of Financial Condition and Results of Operations.

Information appearing under "ENERGIZER HOLDINGS, INC. - MANAGEMENT’S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION" on pages 10 through 19, and the information appearing under "ENERGIZER HOLDINGS, INC - NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Segment Information" on pages 42 through 44, of the Energizer Holdings, Inc. 2004 Annual Report is hereby incorporated by reference.

Item 7A.    Quantitative and Qualitative Disclosure About Market Risk.

Information appearing under "ENERGIZER HOLDINGS, INC. - MANAGEMENT’S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION - Market Risk Sensitive Instruments and Positions" on pages 17 through 18 of the Energizer Holdings, Inc. 2004 Annual Report is hereby incorporated by reference.

Item 8.        Financial Statements and Supplementary Data.

The consolidated financial statements of Energizer and its subsidiaries appearing on pages 22 through 25, together with the report thereon of PricewaterhouseCoopers LLP on page 21, and the supplementary data under "ENERGIZER HOLDINGS, INC. - NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Quarterly Financial Information (Unaudited)” on page 44 of the Energizer Holdings, Inc. 2004 Annual Report are hereby incorporated by reference.

Item 9.    Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.

Not applicable.

Item 9A.    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 September 30, 2004, the end of the Company’s 2004 fiscal year, and determined that such controls and procedures were effective and sufficient to ensure compliance with applicable laws and regulations regarding appropriate disclosure in the Annual 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 di sclosure controls and procedures, including any corrective actions with regard to significant deficiencies and material weaknesses.

PART III

Item 10.    Directors and Executive Officers of the Registrant.

The information regarding directors on pages 3 through 5 of the Energizer Holdings, Inc. Notice of Annual Meeting and Proxy Statement dated December 9, 2004 is hereby incorporated by reference.

The rules of the Securities and Exchange Commission require that the Company disclose late filings of reports of stock ownership and changes in stock ownership by its directors and executive officers. Mr. Joseph McClanathan filed a Form 4 on January 20, 2004, 14 days after it was due, to disclose a distribution from the Energizer Stock Unit Fund of the Company’s Deferred Compensation Plan. The inadvertent delay in filing occurred because of a delay by the plan in paying the distribution, and the plan administrator’s failure to provide information regarding the distribution in a timely manner to Mr. McClanathan. To the best of the Company’s knowledge, all of the filings for the Company’s other executive officers and its directors were made on a timely basis in 2004.

The Company has adopted a code of ethics that is applicable to all of its directors, executive officers and employees, including its Chief Executive Officer, Executive Vice President and Chief Financial Officer, and Controller. The Company’s code of ethics has been posted on the Company’s website at www.energizer.com.

Item 11.    Executive Compensation.

Information appearing under "Executive Compensation" on pages 15 through 24, "Nominating and Executive Compensation Committee Report on Executive Compensation" on pages 25 through 29, "Performance Graph" on page 31, "Common Stock Ownership of Director Nominees and Executive Officers" on pages 15 and 16, and the information under "Board of Directors Standing Committees" on pages 6 and 7, "Director Compensation" on pages 9 and 10 and “Compensation Committee Interlocks and Insider Participation” on page 10 of the Energizer Holdings, Inc. Company Notice of Annual Meeting and Proxy Statement dated December 9, 2004 is hereby incorporated by reference.

Item 12.    Security Ownership of Certain Beneficial Owners and Management.

The discussion of the security ownership of certain beneficial owners and management appearing under "Stock Ownership Information" on page 12 and "Common Stock Ownership of Director Nominees and Executive Officers" on pages 13 and 14 of the Energizer Holdings, Inc. Notice of Annual Meeting and Proxy Statement dated December 9, 2004 is hereby incorporated by reference.

Securities Authorized for Issuance Under Equity Compensation Plans

as of September 30, 2004

Plan Category	(a) Number of Securities to be issued upon exercise of outstanding options, warrants and rights	(b) Weighted-average exercise price of outstanding options, warrants and rights	(c) Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a), and as noted below.)
Equity compensation plans approved by security holders	6,620,264	$22.49	4,163,256
Equity compensation plans not approved by security holders	None	NA	None
Total	6,620,264	$22.49	4,163,256

Note: in addition to the number of securities to be issued upon exercise of outstanding options, warrants and rights shown above, 677,000 restricted stock equivalents have been granted under the terms of the shareholder-approved Energizer Holdings, Inc. 2000 Incentive Stock Plan, Energizer’s only equity compensation plan, other than benefit plans intended to meet the qualification requirements of Section 401(a) of the Internal Revenue Code. These equivalents vest over a three-year period following grant, and at that time, convert, on a one-for-one basis, into shares of ENR Stock, unless the recipient elected, in advance, to defer conversion until retirement or termination of employment. In addition, in 2003, 272,000 restricted stock equivalents, which vest over a nine-year period following grant, and, in 2004, 74,000 restricted stock equivalents, which vest over a seven-year period followi ng grant, were also granted under the terms of the 2000 Incentive Stock Plan. The number of securities indicated in column (c) reflects not only the exclusion of securities which will be issued upon exercise of outstanding options, warrants and rights, but also the exclusion of securities which will be issued upon conversion of restricted stock equivalents which have been granted.

Item 13.    Certain Relationships and Related Transactions.

Information appearing under "Certain Relationships and Related Transactions" on page 10 of the Energizer Holdings, Inc. Notice of Annual Meeting and Proxy Statement dated December 9, 2004, is hereby incorporated by reference.

Item 14.    Principal Accountant Fees and Services.

Information appearing under “Selection of Auditors” on pages 10 and 11 of the Energizer Holdings, Inc. Notice of Annual Meeting and Proxy Statement dated December 9, 2004, is hereby incorporated by reference.

PART IV

Item 15.    Exhibits, Financial Statement Schedules, and Reports on Form 8-K.

1.    Documents filed with this report:

a.    Financial statements previously incorporated by reference under Item 8 herein.

-Report of Independent Registered Public Accounting Firm.

-Consolidated Statement of Earnings -- for years ended September 30, 2004, 2003 and 2002.

-Consolidated Balance Sheet -- at September 30, 2004 and 2003.

-Consolidated Statement of Cash Flows -- for years ended September 30, 2004, 2003, and 2002.

-Consolidated Statement of Shareholders Equity -- at September 30, 2004, 2003 and 2002.

-Notes to Financial Statements.

b.   Reports on Form 8-K.

On July 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 third quarter of fiscal 2004, ended June 30, 2004. A Statement of Earnings for the quarter was filed with the Current Report on Form 8-K. On July 29, 2004, Energizer filed an amendment to the July 28 Current Report on Form 8-K because a line was inadvertently omitted from the Statement of Earnings initially filed.

On October 20, 2004, Energizer filed a Current Report on Form 8-K to disclose its entry into material definitive agreements, in the form of incentive stock awards granted to certain of its executive officers.

On November 3, 2004, Energizer filed a Current Report on Form 8-K incorporating its press release of the same date relating to earnings results for its fourth fiscal quarter, and fiscal year, ended September 30, 2004. A Statement of Earnings for the quarter and year ended September 30, 2004 was filed with the Current Report on Form 8-K.

On November 3, 2004, Energizer filed a Current Report on Form 8-K to disclose the pending retirement of its Chief Executive Officer and a member of its Board of Directors, both effective January 25, 2005, and the appointment of a new Chief Executive Officer, also effective that date.

On November 10, 2004, Energizer filed a Current Report on Form 8-K to disclose creation of a direct financial obligation upon the issuance of Three Hundred Million Dollars ($300,000,000) of privately-placed notes (“Notes”) pursuant to a Note Purchase Agreement dated November 9, 2004, with Banc of America Securities, LLC, as Placement Agent for the Company.

On November 16, 2004, Energizer filed a Current Report on Form 8-K to disclose entry into a material definitive agreement in the form of a U.S. Syndicated Credit Agreement with JPMorgan Chase Bank (“JPMCB”), Bank of America, N.A. (“Bank of America”), J.P. Morgan Securities Inc. (“JPMorgan”) and Banc of America Securities LLC (“BAS”), with JPMCB as Administrative Agent, Bank of America as Syndication Agent, and JPMorgan and BAS as Co-Lead Arrangers and Joint Book Runners.

On December 7, 2004, Energizer filed a Current Report on Form 8-K, dated as of October 19, 2004, to disclose material definitive agreements relating to its 2005 Annual and Long-Term Cash Bonus Award Program and its director compensation.

c.    Exhibits Required by Item 601 of Regulation S-K

(i) The following exhibits (listed by numbers corresponding to the Exhibit Table of Item 601 in Regulation S-K) are hereby incorporated by reference to Energizer’s Post-Effective Amendment No. 1 to Form 10, filed April 19, 2000.

2 Agreement and Plan of Reorganization

3(i) Articles of Incorporation of Energizer Holdings, Inc.

4 Rights Agreement between Energizer Holdings, Inc. and Continental Stock Transfer & Trust Company, as Rights Agent

10(v) Asset Securitization Receivable Purchase Agreement between Energizer Holdings, Inc., Falcon Asset Securitization Corporation and Bank One, N.A.

10(viii) Tax Sharing Agreement

10(xi) Energizer Holdings, Inc. Incentive Stock Plan*

10(xii) Form of Indemnification Agreements with Executive Officers and Directors *

10(xiii) Executive Savings Investment Plan*

10(xiv) Executive Health Insurance Plan*

10(xv) Executive Long Term Disability Plan*

10(xvi) Financial Planning Plan*

10(xvii) Executive Group Personal Excess Liability Insurance Plan*

10(xviii) Executive Retiree Life Plan*

10(xix) Supplemental Executive Retirement Plan*

    

(ii) The following exhibits (listed by numbers corresponding to the Exhibit Table of Item 601 in Regulation S-K) are hereby incorporated by reference to Energizer’s Quarterly Report on Form 10Q for the Quarter Ended June 30, 2000.

10(i) Form of Non-Qualified Stock Option dated May 8, 2000*

10(ii) Form of Non-Qualified Stock Option dated May 8, 2000*

10(iii) Form of Non-Qualified Stock Option dated May 8, 2000*

10(iv) Form of 2000 Restricted Stock Equivalent Award Agreement dated May 8, 2000*

10(v) Form of 2000 Restricted Stock Equivalent Award Agreement dated May 8, 2000*

10(vi) Form of 2000 Restricted Stock Equivalent Award Agreement dated May 8, 2000*

(iii) The following exhibits (listed by numbers corresponding to the Exhibit Table of Item 601 in Regulation S-K) are hereby incorporated by reference to Energizer’s Annual Report on Form 10K for the Year Ended September 30, 2000.

10(i) Form of Non-Qualified Stock Option dated September 18, 2000*

10(ii) Form of 2000 Restricted Stock Equivalent Award Agreement dated September 18, 2000*

10(iii) Energizer Holdings, Inc. Non-Qualified Deferred Compensation Plan, as amended September 18, 2000*

10(iv) Form of Letter for Deferral of 2000 Bonus Award dated 3/30/00*

10(v) Form of Letter for Deferral of 2000 Bonus Award dated 12/6/00*

10(vi) Form of Indemnification Agreement*

(iv) The following exhibits (listed by numbers corresponding to the Exhibit Table of Item 601 in Regulation S-K) are hereby incorporated by reference to Energizer’s Quarterly Report on Form 10Q for the Quarter Ended December 31, 2000.

10(i)    Form of Non-Qualified Stock Option dated November 20, 2000*

10(ii)    Form of 2000 Restricted Stock Equivalent Agreement dated

November 20, 2000*

(v) The following exhibits (listed by numbers corresponding to the Exhibit Table of Item 601 in Regulation S-K) are hereby incorporated by reference to Energizer’s Annual Report on Form 10K for the Year Ended September 30, 2001.

10(i) Amended Change of Control Employment Agreement dated November 19, 2001*

10(ii) Revised Negotiated Employment Agreement and General Release*

10(iii) Form of Energizer Holdings, Inc. Deferred Compensation Plan 2001 Election Form*

10(iv) Form of Acknowledgement for Deferral of Fiscal Year 2001 Incentive Plan Bonus*

(vi) The following exhibits (listed by numbers corresponding to the Exhibit Table of Item 601 in Regulation S-K) are hereby incorporated by reference to Energizer’s Annual Report on Form 10K for the Year ended September 30, 2002.

10(i) Form of Non-Qualified Stock Option dated September 23, 2002*

10(ii) Form of Non-Qualified Stock Option dated September 23, 2002*

10(iii) Form of 2000 Restricted Stock Equivalent Award Agreement dated September 23, 2002*

10(iv) Form of Indemnification Agreement dated October 15, 2002*

10(v) Form of Energizer Holdings, Inc. Deferred Compensation Plan 2002 Election Form*

10(vi) Form of Acknowledgement for Deferral of Fiscal Year 2002 Incentive Plan Bonus*

(vii) The following exhibits (listed by numbers corresponding to the Exhibit Table of Item 601 in Regulation S-K) are hereby incorporated by reference to Energizer’s Quarterly Report on Form 10Q for the Quarter Ended December 31, 2002.

3(ii) By-Laws of Energizer Holdings, Inc., as amended January 27, 2003

10(i)  Form of Non-Qualified Stock Option dated January 27, 2003*

10(iii) Form of 2000 Restricted Stock Equivalent Award Agreement dated January 27, 2003*

10(iv) Form of Indemnification Agreement dated January 27, 2003*

10(v) Form of Employment Agreement and General Release with corporate officer*

10(vi) Stock and Asset Purchase Agreement between Pfizer Inc. and Energizer Holdings, Inc.

(viii) The following exhibits (listed by numbers corresponding to the Exhibit Table of Item 601 in Regulation S-K) are hereby incorporated by reference to Energizer’s Quarterly Report on Form 10Q for the Quarter Ended March 31, 2003.

10(i) Form of Non-Qualified Stock Option dated March 17, 2003*

10(ii) Form of Non-Qualified Stock Option dated March 28, 2003*

10(iii) Form of Change of Control Employment Agreement dated March 28, 2003*

(ix) The following exhibits (listed by numbers corresponding to the Exhibit Table of Item 601 in Regulation S-K) are hereby incorporated by reference to Energizer’s Quarterly Report on Form 10Q for the Quarter Ended June 30, 2003.

10(i) Form of Amended Change of Control Employment Agreement dated May 19, 2003*

10(ii) Form of Restricted Stock Equivalent Award Agreement dated May 19, 2003*

10(iii)    Form of Non-Qualified Stock Option dated May 19, 2003*

10(iv) Form of Restricted Stock Equivalent Award Agreement dated May 19, 2003*

10(v)    Form of Indemnification Agreement dated May 19, 2003*

10(vi) Facility Agreement dated July 25, 2003 for Energizer Asia Investments PTE, Ltd., with Citicorp Investment Bank (Singapore) Limited as Agent

10(viii) Energizer Holdings, Inc. Note Purchase Agreement dated as of June 1, 2003

(x) The following exhibits (listed by numbers corresponding to the Exhibit Table of Item 601 in Regulation S-K) are hereby incorporated by reference to Energizer’s Annual Report on Form 10K for the Year ended September 30, 2003.

10(i) Amended and Restated Prepaid Share Option Transaction Agreement between Energizer Holdings, Inc. and Citigroup Global Markets Limited dated as of August 28, 2003.

10(ii) Form of Energizer Holdings, Inc. Deferred Compensation Plan 2003 Election Forms*

10(iii) Form of Acknowledgement for Deferral of Fiscal Year 2003 Incentive Plan Bonus*

(xi) The following exhibits (listed by numbers corresponding to the Exhibit Table of Item 601 in Regulation S-K) are hereby incorporated by reference to Energizer’s Quarterly Report on Form 10Q for the Quarter Ended December 31, 2003.

10(i)    Form of Non-Qualified Stock Option dated January 26, 2004*

(xii) The following exhibits (listed by numbers corresponding to the Exhibit Table of Item 601 in Regulation S-K) are hereby incorporated by reference to Energizer’s Quarterly Report on Form 10Q for the Quarter Ended March 31, 2004.

10(i)    Form of Negotiated Employment Agreement and General Release*

(xiii) The following exhibits (listed by numbers corresponding to the Exhibit Table of Item 601 in Regulation S-K) are hereby incorporated by reference to Energizer’s Current Report on Form 8K dated October 20, 2004.

10(i) Form of Non-Qualified Stock Option dated October 19, 2004*

10(ii)  Form of Restricted Stock Equivalent Award Agreement dated October 19, 2004 *

(xiv) The following exhibits (listed by numbers corresponding to the Exhibit Table of Item 601 in Regulation S-K) are hereby incorporated by reference to Energizer’s Current Report on Form 8K dated November 10, 2004.

10(i) Note Purchase Agreement dated as of November 1, 2004.

(xv) The following exhibits (listed by numbers corresponding to the Exhibit Table of Item 601 in Regulation S-K) are hereby incorporated by reference to Energizer’s Current Report on Form 8K dated November 16, 2004.

10(i) U.S. Syndicated Credit Agreement dated November 16, 2004.

(xvi) The summaries of material definitive agreements relating to the Company’s 2005 Annual and Long-Term Cash Bonus Award Program, and to its revised director compensation program, set forth in Energizer’s Current Report on Form 8-K dated as of October 19, 2004, are hereby incorporated by reference.

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

10(i) Form of Energizer Holdings, Inc. Deferred Compensation Plan 2004 Election Forms*

10(ii)  Form of Energizer Holdings, Inc. Deferred Compensation Plan 2005 Election Forms* 

10(iii)  At a meeting of the Nominating and Executive Compensation Committee of the Board of Directors of the Company held November 1, 2004, the Committee agreed that the Chief Executive Officer’s contingent bonus opportunity created in fiscal year 2004 under the Company’s Annual and Long-Term Bonus Program will become payable to him after the end of fiscal year 2005, despite his retirement as of January 25, 2005, but only if financial targets for fiscal year 2005 are achieved by the Company, consistent with the Program. 

13 Pages 10 to 44 of the Energizer Holdings, Inc. 2004 Annual Report, which are incorporated herein by reference, are filed herewith

21 Subsidiaries of Registrant

23 Consent of Independent Registered Public Accounting Firm

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.

FINANCIAL STATEMENT AND SCHEDULES

The consolidated financial statements of the Registrant have been incorporated by reference under Item 8. Financial statements of the Registrant's 50% or less owned companies have been omitted because, in the aggregate, they are not significant.

Schedules not included have been omitted because they are not applicable or the required information is shown in the financial statements or notes thereto.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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.

J. Patrick Mulcahy

Chief Executive Officer

Date:    December 10, 2004

Signature	Title
/s/ Daniel J. Sescleifer                          Daniel J. Sescleifer	Executive Vice President and Chief Financial Officer
/s/ Mark A. Schafale                              Mark A. Schafale	Vice President and Controller
/s/ William P. Stiritz                                William P. Stiritz	Chairman of the Board of Directors
/s/ William H. Danforth                           Dr. William H. Danforth	Director
/s/ R. David Hoover                               R. David Hoover	Director
/s/ John E. Klein                               John E. Klein	Director
/s/ Richard A. Liddy                              Richard A. Liddy	Director
/s/ W. Patrick McGinnis W. Patrick McGinnis	Director
/s/ Joe R. Micheletto                             Joe R. Micheletto	Director
/s/ Pamela Nicholson                              Pamela Nicholson	Director
/s/ John R. Roberts                              John R. Roberts	Director

EX-10.1

Exhibit 10(i)

TO:  Energizer Holdings, Inc. Deferred Compensation Plan Participants

FROM: ADP Executive Deferred Compensation

DATE: November 18, 2003

RE:  2004 Deferred Compensation Plan Enrollment

Open Enrollment

Open enrollment for the Energizer Holdings, Inc. Deferred Compensation Plan will be conducted on the Web from Monday, November 17 through Wednesday, December 17, 2003.

For 2004, you are given the opportunity to defer up to 75% of your Base Salary and up to 100% of your annual Incentive Plan Bonus. You are also able to make investment mix and distribution elections.

By deferring all or a portion of your Base Salary and annual Incentive Plan Bonus, you are able to delay federal and most state income tax payments on the deferred amount, as well as investment earnings, until you receive a distribution from the Plan. In addition, you are eligible to receive Company Match on the portion of your 2004 bonus invested in Energizer Company Stock.

Please note that deferrals on both Base Salary and Incentive Plan Bonuses are made priorto 401(k) deductions; therefore you will not be able to make contributions from the deferred income into the 401(k) plan, (which means you will not receive a 401(k) match on this amount).

If you do not wish to defer any of your 2004 compensation, please indicate this by selecting the appropriate box on the enrollment election screen.

On the Web

To log on from any computer with access to the internet, simply enter http://www.worldclassexec.com.

in the address line of your Internet browser. Enter your User ID (Social Security Number) and your Personal Identification Number (PIN). Unless you have changed your PIN, it is the month and day of your birthday, entered mmdd (for example if your birthday is February 5^th, your PIN is 0205). For assistance, please use the “Forgot your logon information?” link on the Web site logon screen, or call ADP at 1-866-266-4881 from 7 a.m. to 5 p.m. Pacific, Monday through Friday.

Once you have entered the site, click on the “Plan Enrollment” button on the left to access the enrollment screens.

Confirmation of Elections

A confirmation statement summarizing your elections (or non-participation) for 2004 will be sent to your company email address at the end of the enrollment period.

Questions

If you have any questions regarding the Plan or the site, please use the “Contact Us” section of the Web site or call us at 1-866-266-4881.

TO:  Energizer Holdings, Inc. Directors

FROM: ADP Executive Deferred Compensation

DATE: December 3, 2003

RE:  2004 Deferred Compensation Plan Enrollment

Open Enrollment

Enclosed is your 2004 Deferral Election Form for the Energizer Holdings, Inc. Deferred Compensation Plan.

For 2004, you have the opportunity to defer up to 100% of your annual Director’s Fees and you may choose to invest your deferrals among the 14 Measurement Funds offered in the Plan. Any Fees deferred into Energizer Holdings, Inc. Common Stock will be eligible for additional Company Match.

Please complete the enclosed form and return it to ADP Retirement Services in the enclosed envelope by December 31, 2003, or mail the form to:

ADP Retirement Services

Attn: Energizer Plan Administrator

One Union Square, Suite 2812

600 University Street

Seattle, WA 98101

Confirmation of Elections

A confirmation statement summarizing your elections for 2004 will be mailed to you at the end of the enrollment period.

More Information

You may log onto the Web site, by typing http://www.worldclassexec.com in the address line of your Web browser, at any time to view your current deferral elections, investment mix, and current account balance. Your User ID is always your SSN. If you have not yet changed your PIN, the default is the month and day of your birth, entered in mmdd format (for example, if your birthday is February 5^th, your PIN would be 0205). Please contact us at 1-866-266-4881 if you have any questions or need any assistance.

Questions

If you have any questions regarding the Plan, or the Web site, please call us at 1-866-266-4881. We are available from 7a.m. to 5p.m. Pacific, Monday through Friday.

DEFERRED COMPENSATION PLAN

Powered by ADP Retirement Services

l   Contact Us    l   Log Off

PLAN ENROLLMENT

Participant Information

Name:

SSN:

Deferral Amount

Please indicate how much of your annual compensation you would like to defer for the 2004 Plan Year.

Percentage		Amount	Amount
	OR
	OR

For Bonus Deferrals, if you chose a dollar amount,

You must choose one of the below:

m 100%up to a stated amount

m 100% in excess of a statement amount

Contribution Investment

Please indicate the amount or percentage of ongoing contributions you would like allocated to each fund.

Salary	Bonus	Fund
o%	o%	Energizer Common Stock
o%	o%	Prime Rate Fund
o%	o%	Vanguard 500 Idnex
o%	o%	Vanguard Bond Index
o%	o%	Vanguard Explorer
o%	o%	Vanguard International Growth
o%	o%	Vanguard Life Strategy Conservative Growth
o%	o%	Vanguard Life Strategy Growth
o%	o%	Vanguard Life Strategy Income
o%	o%	Vanguard Life Strategy Moderate Growth
o%	o%	Vanguard PRIMECAP
o%	o%	Vanguard Small-Cap
o%	o%	Vanguard Wellington
o%	o%	Vanguard Windsor II

Distribution Commencement

Please indicate when you would like your distributions to commence.

Event	Election
Termination:	o%
Specified Date:	o%
	o Indicate any year after 2007.
	Payments will be made effective January 1, of the year specified.

Distribution Form

Please indicate the form in which you would like your account distributed at Termination.

[Select from List]

o If you chose “Installments”, indicate number 5 or 10.

(If you chose “Lump Sum”, any installment number will be ignored.)

Any election you make with regard to the form of payment of your Deferred Compensation Plan account upon termination of employment will be revoked by your execution of a subsequent election concerning the form of payment upon termination of employment. To be effective, however, any such subsequent election must be made (1) during a calendar year preceding the calendar year preceding the calendar year in which you terminate employment and (2) at least six (6) months before you terminate employment.

Authorization

By submitting this form, I acknowledge receipt and represent that I have read the emmo outlining the Deferred Compensation Plan. I understand that the above elections are subject to the terms and conditions of the Plan and become irrevocable after 12/17/2003.

o Check this box if you do not wish to

participate in this enrollment.

Submit Enrollment Election Reset

Energizer Holdings, Inc.

Deferred Compensation Plan

Questions and Answers

QUESTIONS AND ANSWERS

The Company encourages you to read the Energizer Holdings, Inc. Deferred Compensation Plan, ("the Plan") in its entirety and to ask any questions you may have. If there is any discrepancy between these Questions and Answers and the provisions of the Plan now or in the future, the Plan provisions shall control. (Unless otherwise indicated in these questions and answers, capitalized terms have the meanings set forth in the Plan.)

Plan Objectives

Q What is the purpose of the Plan?

A The Plan is designed to allow Participants to defer annually a portion of their Base Salary and/or Incentive Plan Bonus on a pretax basis, receive a Company Matching Contribution on a portion of these deferrals and earn a potentially attractive, tax-deferred return on these deferrals.

Eligibility

Q Who is eligible for the Plan?

A Participation in the Plan is limited to a select group of management and/or highly compensated Employees. The Committee, described under "Plan Administration" below, will select, in its sole discretion, the Employees who may participate.

Base Salary and Incentive Plan Bonus

Q How much Base Salary and Incentive Plan Bonus can I defer under the Plan?

A You can elect to defer up to a maximum of 75% of your Base Salary per calendar year and up to 100% of your Incentive Plan Bonus per Fiscal Year. If you wish to participate in the Plan, you must defer at least $1,000 per calendar year. The amount of Base Salary you elect to defer will be deducted from each of your paychecks. The amount of Incentive Plan Bonus you elect to defer will be withheld from your check when the bonus would otherwise have been paid to you. You may not change during a calendar year the amount you have elected to defer during that year.

Energizer Holdings, Inc.

Deferred Compensation Plan

Questions and Answers

Q When do I make my Base Salary and Incentive Plan Bonus Deferral election?

A An electronic confirmation form must be completed and submitted during the annual enrollment period (which usually occurs during November and December of the calendar year preceding the year to which your deferral elections relate) in order to defer salary and/or your Incentive Bonus in the following year. Enrollment forms submitted after the end of the annual enrollment period cannot be accepted.

Q Can I change the amount of Base Salary and Incentive Plan Bonus I am deferring or stop my deferrals during a calendar year?

A No. IRS rules and regulations require that an irrevocable election be made prior to each calendar year. Therefore, changing or stopping the amount of Base Salary and Incentive Plan Bonus you elected to defer is not permitted.

Company Matching Amounts

Q Are there any Company Matching Amounts?

A Yes. The Company will make a Matching Contribution to your Account equal to 25% of your Incentive Plan Bonus Deferrals for the calendar year. In order to be eligible for the Company Matching Contribution, your Incentive Plan Bonus Deferrals must be invested in the Energizer Holdings, Inc. Common Stock Unit Fund for at least twelve (12) months, beginning on the first day of the first full month following the date the deferral is credited to your account. Any Company Matching Contributions that are credited to you because you elected to defer into the Energizer Holdings, Inc. Common Stock unit fund must remain invested in Energizer Common Stock unit fund for at least thirty six (36) months, beginning on the date the deferral is credited. The Company may change the amount of Matching Contribution in future years. The Company will not make a Matching Contribution on your Base Salary Deferrals.

Energizer Holdings, Inc.

Deferred Compensation Plan

Questions and Answers

Social Security Taxes

Q If my deferrals are considered pre-tax deferrals, why is FICA currently withheld?

A Your deferral amounts are considered earnings at the time that they are earned, regardless of when paid, for purposes of calculating Social Security taxes. Thus, FICA must be withheld at the time your deferrals are earned and credited to your Account.

Measurement Funds

Q How will the returns on your deferrals be calculated?

A Each year when you make your deferral election, you must select among the Measurement Funds. The Measurement Funds you select for your Base Salary Deferrals may be different from the Measurement Funds you select for your Incentive Plan Bonus Deferrals. Your allocation to a Measurement Fund must be in one percentage point (1%) increments, and the total must equal 100%. Your deferrals will begin to receive earnings when they are credited to your account. Base Salary Deferrals will be credited to your Account each pay period. Incentive Plan Bonus Deferrals will be credited to your Account on the date they would have otherwise been paid.

• Energizer Holdings, Inc. Common Stock

• Prime Rate Fund

• Vanguard Wellington Fund

• Vanguard 500 Index Fund

• Vanguard Windsor II Fund

• Vanguard Small-Cap Index Fund

• Vanguard International Growth Fund

• Vanguard Life Strategy Income Fund

• Vanguard Life Strategy Conservative Growth Fund

• Vanguard Life Strategy Moderate Growth Fund

• Vanguard Life Strategy Growth Fund

• Vanguard Explorer Fund

• Vanguard PRIMCAP Fund

• Vanguard Bond Index Fund

The amounts you defer are not actually invested in the Measurement Funds at the time of your deferral. Instead, performance will be tracked for those Measurement funds you selected and your account will be debited or credited accordingly. Thus, for the

Energizer Holdings, Inc.

Deferred Compensation Plan

Questions and Answers

Vanguard Funds, deferred amounts will earn returns (which may be positive or negative) as if they had been invested at the net asset value (net of investment advisory fees) of the Measurement Funds. For the Energizer Holdings, Inc. Common Stock Unit Fund, deferred amounts will earn returns (which may be positive or negative) as if they had been invested in Energizer Holdings, Inc. Common Stock. Investments made into Energizer Holdings, Inc. Common Stock are made at the average of the previous 10 business days share price. Therefore, evaluating the account balance in this account always reflects the share price for the previous 10 business day average. Any amount of Incentive Plan Bonus Deferrals that are matched because you elected to invest in the Energizer Holdings, Inc. Common Stock Unit Fund must remain invested in such fund for at leas t thirty six (36) months, beginning on the first day of the first full month following the date the investment is credited to your Account.

Q Where can I get more information about the Measurement Funds?

A The Vanguard funds are listed on the New York Stock Exchange and their performance is reported in most major newspapers. In addition, if you also participate in Energizer's Savings Investment Plan, you can contact Vanguard directly or on its website.

Q What is the Prime Rate fund?

A The Prime Rate fund is not a Vanguard Fund. Rather, monies in this fund are credited on a daily basis with interest equivalents based on the average of the daily close of business prime rates as established by Morgan Guaranty Trust Co. of New York or such other bank as the Company may designate in the future.

Q Will I own shares of the Measurement Funds I select?

A For tax reasons, you will not have ownership interest in the selected Measurement Funds. As long as you have an Account in this Plan, you will be an unsecured general creditor of Energizer Holdings, Inc. for the amount of your Account.

Energizer Holdings, Inc.

Deferred Compensation Plan

Questions and Answers

Q After selecting my Measurement Funds, may I change them in the future?

A Yes. You may change your selections for your own contributions or your vested Company Matching Contributions daily among any of the available Measurement Funds by requesting making a request on the Web site by clicking on Change Requests. You may reallocate in any whole percentage point increments among the available Measurement Funds. Remember, however, that if you move all or part of your matched Incentive Plan Bonus Deferral out of the Energizer Common Stock Unit Fund before at least 12 months have passed, you will lose the Matching Company Contribution attributable to the Energizer Common Stock units you moved out of the Energizer Common Stock unit fund. For example, if you defer all or part of your Incentive Plan Bonus into the Energizer Common Stock unit fund and you then transfer 50% of those Energizer Com mon Stock units to another Measurement Fund at any time prior to twelve months following your deferral, then 50% of the Energizer Common Stock units matched by the Company to your deferral will be forfeited.

Distributions

Q When can I receive a distribution of all or part of my Account?

A Each annual enrollment period, you elect when you would like to receive the Base Salary Deferrals and Incentive Plan Bonus Deferrals you elect to defer for the next calendar year. You can elect to receive your deferrals at the following times: * In-Service Distributions -You elect a date (which is at least 3 years from the date of your deferral election) on which you will be paid your Base Salary Deferrals, Incentive Plan Bonus Deferrals and the vested portion of the Company Matching Contributions for the calendar year. However, if you terminate employment for any reason before the date you select your benefit to be paid to you, your benefit will be paid to you upon your termination of employment.

Energizer Holdings, Inc.

Deferred Compensation Plan

Questions and Answers

* Termination Distributions - You elect to receive your Base Salary Deferrals, Incentive Plan Bonus Deferrals and the vested portion of Company Matching Contributions for the calendar year on the date you terminate employment with the Company for any reason, including death, Disability and retirement (which means both that you are eligible to receive a benefit under the Company's Retirement Plan and that you cease employment with Energizer). Your Account will be adjusted up or down to reflect the investment performance of your selected Measurement Funds until your Account is fully distributed to you.

Q When do I elect how and when to receive a distribution from the Plan?

A Each annual enrollment period, you elect when and how you would like to receive your Base Salary Deferrals and Incentive Plan Bonus Deferrals for the next calendar year. Your vested Company Matching Contributions will be paid to you on the date you receive distribution of your deferrals and in the same form as your deferrals.

Q If I receive a distribution from the Plan, can I roll the money over into another plan to avoid taxes?

A No. The Plan is a nonqualified plan and distributions may not be rolled over into a tax-qualified retirement plan or IRA.

Q Can I take a loan from my Account?

A No. Loans from your Account are not available.

Q Can I withdraw from my Account while I am employed?

A Yes. You may elect to withdraw from you Account if the Committee determines, in its discretion, that your withdrawal is needed due to serious and immediate financial hardship from an unforeseeable emergency and that your withdrawal would not create adverse tax consequences for you. Serious and immediate financial hardship to you must result from a sudden and unexpected illness or accident of you or your dependent, loss of property due to casualty,

Energizer Holdings, Inc.

Deferred Compensation Plan

Questions and Answers

or other similar extraordinary and unforeseeable circumstances arising from events beyond your control. A distribution based upon such financial hardship cannot exceed the amount necessary to meet such immediate financial needs. If you withdraw from your Account, you will not be able to make any deferrals into the Plan for the full calendar year following the calendar year in which you withdraw from your Account.

Q When will I become vested in my Account?

A You are always 100% vested in your Base Salary Deferrals and Incentive Plan Bonus Deferrals and earnings on these amounts. You will become vested in Company Matching Contributions for deferrals made after April 1, 2000, at the end of the thirty-six (36) month period beginning on the first day of the month following the date the Company Matching Contribution is credited to your Account. If your employment terminates during the thirty six (36) month period for any reason other than retirement (which means both that you are eligible to receive a benefit under the Company's Retirement Plan and that you cease employment with Energizer), death, Disability, involuntary termination (other than Termination for Cause), or Change of Control in the Company, you will not be vested in such amounts. However, if your employment terminate s on account of your retirement, death, Disability, involuntary termination (other than Termination for Cause), or Change of Control in the Company, you will become 100% vested in the Company Matching Contributions.

Q How will my Account be paid to me?

A Each annual enrollment period, you elect how you would like to receive your Base Salary Deferral and Incentive Plan Bonus Deferrals for the following year. The Company Matching Contributions will be paid to you in the same form as you elect to receive your deferrals. You can receive your account in a lump sum or in annual installments over a period of 5 or 10 years. If your benefit is paid to you in installment payments, the first installment will be paid to you no later than 60 days following the date your benefit is to be paid to you and each installment thereafter will be paid to you as soon as possible after January 1 of each year.

Energizer Holdings, Inc.

Deferred Compensation Plan

Questions and Answers

If the vested amount to be paid to you is less than $50,000, your benefit will automatically be paid to you in a lump sum, even though you may have elected to receive your benefit in installment payments. The lump sum will be paid to you no later than 60 days following the date the benefit is to be paid to you.

Q What happens in the event of my death?

A In the event of your death while an employee and before your 50th birthday, your designated beneficiary will receive in a lump sum payment the amount credited to your Account. If you die while an employee and after your 50th birthday, the amount credited to your Account shall be paid to your designated beneficiary in accordance with the applicable form of distribution elected by you. If you have not designated a beneficiary, then benefits shall be paid in a lump sum to your estate or as provided by law.

Q Who can I name as Beneficiary?

A You can name any individual or entity you wish to. Your tax advisor can provide you with more information on this topic.

Q Is the death benefit payable under the Plan taxable income to my Beneficiary?

A The death benefit payable to your Beneficiary is taxable as ordinary income. Your tax advisor can provide you with more information on this topic.

Q What happens if I become Disabled?

A If you become Disabled, you will become 100% vested in the Company Matching Contributions. Your benefit will be paid to you as soon as possible after your employment terminates because of your Disability. "Disability" means such physical or mental illness that prevents you from reporting to work and performing duties for the Company, as determined by the Company.

Energizer Holdings, Inc.

Deferred Compensation Plan

Questions and Answers

Q What happens if I take a Paid Leave of Absence?

A Deferrals will continue through the current election period. If you deferred an Incentive Plan Bonus that would have been paid during your absence, that deferral will be credited to your Account upon the earlier of the expiration of your leave of absence or your return to active employment.

Q What happens if I take an Unpaid Leave of Absence?

A You will be excused from making deferrals until the earlier of the date the Unpaid Leave of Absence expires or the date you return to paid active employment. On that date, deferrals shall resume for the remaining portion of the calendar year in which the return occurs, based on the deferral election, if any, made for that calendar year. If no election was made for that calendar year, no deferral will be withheld. If you deferred a bonus payment that would have been paid during your absence, that deferral will be credited to your account upon the earlier of the expiration of your leave of absence or your return to active employment.

Deferrals

Q What is the income tax effect of electing to defer income?

A Amounts you defer including the Company Matching Contribution under the Plan will not be taxed for federal income tax purposes in the year they would have otherwise been paid to you. In addition, earnings credited in accordance with the Plan will not be taxed for federal income tax purposes in the year they are credited to your Account Balance. Rather, these amounts will be taxed when they are paid to you.

Q How are my Annual Deferral Amounts taxed when they are distributed to me?

A Your deferral amounts and earnings accrued on such amounts, are taxed to you, as ordinary income when they are distributed to you. Unlike qualified plans, special income tax averaging is not available.

Energizer Holdings, Inc.

Deferred Compensation Plan

Questions and Answers

Q Why is there a penalty for exercising the Withdrawal Election?

A Under the federal tax law, the unrestricted right to withdraw amounts from your Account at any time creates current taxable income to you even if you do not elect a withdrawal. This, of course, would negate one of the main benefits of the Plan, namely the ability for you to avoid current income taxation on amounts deferred. The forfeiture of your ability to participate in the Plan for a full calendar year following the calendar year in which you withdraw from your Account is designed to make your right to withdraw from your Account a restricted right, which should prevent you from being taxed on the value of your Account before you actually receive it.

Q Will the distributions from the Plan affect my Social Security benefits after I retire?

A Yes and No. Distributions made from the Plan will not affect your Social Security benefits themselves. For purposes of Social Security, these distributions are considered "earned" when they are credited to your account; therefore, they do not constitute earned income under the earnings test when they are distributed to you. However, because the distributions will be considered gross income for federal income tax purposes, the y may have the effect of subjecting your social security benefits to federal income taxation. These issues need to be discussed with your tax advisor.

Q Will the Company guarantee the payment of my Account under all circumstances?

A The Company's obligation under the Plan shall be that of an unsecured promise to pay money in the future. Amounts payable to you or your Beneficiaries shall be paid from the general assets of the Company.

Energizer Holdings, Inc.

Deferred Compensation Plan

Questions and Answers

Q Can I assign or dispose of my interest in the Plan?

A No. You cannot in any way sell, assign, hypothecate, alienate, encumber or in any way transfer or convey in advance of receipt, any of your rights under the Plan.

Security

Q What happens to my Account if the Company becomes insolvent or bankrupt?

A In the event that the Company becomes insolvent, you will be an unsecured general creditor of the Company. Your claim against the assets of the Company will be considered in sequence with the claims of other general creditors of the Company.

Plan Administration

Q How frequently will I receive a statement of my Account?

A You will receive an account statement quarterly. The statement will be available to you as soon as practical after March 31, June 30 September 30, and December 31. The statement will be available on the Web site by clicking on Statements. Also, if you have elected to receive paper statements via the Web site, you will receive a paper statement at your home address as soon as practical after the above dates.

Q Who will oversee the operation of the Plan?

A The Energizer Benefit Committee, appointed by the Board of Directors, interprets and administers the Plan. The Committee has the authority and responsibility to interpret and enforce the Plan and all applicable regulations. The Board has the right to change membership in the Committee at any time, if it determines that to be necessary.

Energizer Holdings, Inc.

Deferred Compensation Plan

Questions and Answers

Q Where can I get more information about the Plan and its administrators?

A You may call: ADP Retirement Services - Executive Services (866) 266-4881 or Contact Us via the Web site or Gerry Auger (VP, Global HR Programs) (203) 882-2296

These questions and answers provide a summary of the Energizer Holdings, Inc. Deferred Compensation Plan ("the Plan'). For a complete description of Plan provisions and benefits, please refer to the Plan documents. If any conflicts arise between this summary and the Plan itself, the provisions of the Plan will control THESE QUESTIONS AND ANSWERS CONSTITUTE PART OF A PROSPECTUS COVERING SECURITIES WHICH MAY BE ISSUED UNDER THE ENERGIZER HOLDINGS, INC. DEFERRED COMPENSATION PLAN AND THAT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. THESE QUESTIONS AND ANSWERS SHOULD BE READ IN CONJUNCTION WITH THE PROSPECTUS FOR THE PLAN DATED SEPTEMBER 1, 2000.

Energizer Holdings, Inc.

Deferred Compensation Plan

Questions and Answers for Directors

QUESTIONS AND ANSWERS

The Company encourages you to read the Energizer Holdings, Inc. Deferred Compensation Plan, ("the Plan") document in its entirety and to ask any questions you may have. If there is any discrepancy between these Questions and Answers and the provisions of the Plan, the Plan provisions shall control. (Unless otherwise indicated in these questions and answers, capitalized terms have the meanings set forth in the Plan.) Contact Energizer's Vice President, Global HR Programs for a copy of the Plan document or if you have any questions.

Plan Objectives

Q What is the purpose of the Plan?

A The Deferred Compensation Plan is designed to allow Participants who are Directors to defer all or a portion of their Director's Fees on a pre-tax basis, receive a Company match on a portion of these deferrals, and potentially earn an attractive, tax-deferred return on these deferrals.

Eligibility

Q Who is eligible to participate in the Plan? A As a Director, you are eligible to participate in the Plan.

Deferrals

Q What is the income tax effect of electing to defer income?

A Amounts you defer including the Company match under the Plan will not be taxed for federal income tax purposes in the year they would have otherwise been paid to you. In addition, earnings credited in accordance with the Plan will not be taxed for federal income tax purposes in the year they are credited to your Account. Rather, these amounts will be taxed when they are paid to you.

Q How much of my Director's Fees can I defer under the Plan?

A You can elect to defer up to 100% of your Director's Fees per calendar year. Director's Fees include Board of Director fees, committee fees, annual retainer fees and other amounts paid to you as a Director.

Energizer Holdings, Inc.

Deferred Compensation Plan

Questions and Answers for Directors

The amount of Director's Fees you elect to defer will be withheld from your fees when the amount would otherwise have been paid to you. During the calendar year, you may not change the amount you have elected to defer during that year.

Q When do I make my Director's Fees deferral election?

A To participate in the Plan during calendar year 2005, you must enroll in the Plan and make your election by December 31, 2004. Enrollment forms received after the deadline will not be accepted and no deferrals will be made for calendar year 2005.

Q Can I change the amount of Director's Fees 1 am deferring or stop my deferrals during a calendar year?

A No. IRS rules and regulations require that an irrevocable election be made prior to each calendar year. Therefore, changing or stopping the amount of Director's Fees you elected to defer is not permitted.

Company Matching Amounts

Q Are there any Company Matching Amounts?

A Yes. The Company will make a matching contribution to your Account equal to 33 1/3% of the Energizer Common Stock units credited to you based on your Director's Fees for the calendar year that you have deferred into the Energizer Common Stock unit fund. The Company matching amounts will be credited to your account at the end of the calendar year.

In order to be eligible for the Company matching contribution, your Director's Fee Deferrals must be invested in the Energizer Holdings, Inc. Common Stock unit fund for at least twelve (12) months, beginning on December 31 of that calendar year. The matching funds credited by the Company to your account must remain invested in Energizer Common Stock for at least thirty-six (36) months, beginning on December 31 of that calendar year. The Company may change the amount of matching contribution for future calendar years.

Energizer Holdings, Inc.

Deferred Compensation Plan

Questions and Answers for Directors

Crediting Rate

Q How will the returns onthe deferred amounts be calculated?

A Each year when you make your deferral election, you must select between the Measurement Funds. Your allocation to a fund must be in one-percentage point (1 %) increments, and the total must equal 100%. Your Director's Fee Deferrals will be credited to your Account on the date they would have otherwise been paid to you.

Here is a list of the Measurement Funds currently available:

• Energizer Holdings, Inc. Common Stock Unit Fund

• Prime Rate Fund

• Vanguard Wellington Fund

• Vanguard 500 Index Fund

• Vanguard Windsor II Fund

• Vanguard Small-Cap Index Fund

• Vanguard International Growth Fund

• Vanguard Life Strategy Income Fund

• Vanguard Life Strategy Conservative Growth Fund

• Vanguard Life Strategy Moderate Growth Fund

• Vanguard Life Strategy Growth Fund

• Vanguard Explorer Fund

• Vanguard PRIMECAP Fund

• Vanguard Bond Index Fund

The amounts you defer are not actually invested in the Measurement Funds at the time of your deferral. Instead, fund performance will be tracked for those Measurement funds you selected and your account will be debited or credited accordingly. Thus, for the Vanguard Funds, deferred amounts will earn returns (which may be positive or negative) as if they had been invested at the net asset value (net of investment advisory fees) of the Measurement Funds. For the Energizer Holdings, Inc. Common Stock Unit Fund, deferred amounts will earn returns (which may be positive or negative) as if they had been invested in Energizer Holdings, Inc. Common Stock. Investments made into the Energizer Holdings, Inc. Common Stock Unit Fund are made at the average of the previous 10 business days share price. Therefore, evaluating the account balance in this ac count always reflects the share price for the previous 10 business day average.

Energizer Holdings, Inc.

Deferred Compensation Plan

Questions and Answers for Directors

Q Where can I get more information about the Measurement Funds?

A These Vanguard funds are reported in most major newspapers. In addition, you can contact Energizer's Vice President, Global HR Programs to collect the information for you.

Q What is the Prime Rate fund?

A The Prime Rate fund is not a Vanguard Fund. Rather, monies in this fund are credited on a daily basis with interest equivalents based on the average of the daily close of business prime rates as established by Morgan Guaranty Trust Co. of New York or such other bank as the Company may designate in the future.

Q After selecting my Measurement Funds, may I change them in the future?

A Yes, with certain limitations for the Energizer Common Stock Unit Fund.

Your Director's Fee Deferrals must be invested in the Energizer Holdings, Inc. Common Stock Unit Fund for at least twelve (12) months, beginning on December 31 of that calendar year. The matching funds credited by the Company to your account must remain invested in the Energizer Common Stock Unit Fund for at least thirty-six (36) months, beginning on December 31 of that calendar year. Other than these limits on the Energizer Common Stock Unit Fund, you may change your selections daily among any of the available Measurement Funds. You may reallocate in any whole percentage point increments among the Measurement Funds. You may make These requested on the Web site by clicking on Change Requests.

Distributions

Q When will my Account be paid to me?

A Your Account will be paid as soon as practicable after the date you cease to be a Director or upon your death.

Energizer Holdings, Inc.

Deferred Compensation Plan

Questions and Answers for Directors

Q If I receive a distribution from the Plan, can I roll the money over into another plan to avoid taxes?

A No. The Plan is a nonqualified plan and distributions may not be rolled over into a tax-qualified retirement plan or IRA.

Q Can I take a loan from my Account?

A No. Loans from your Account are not available.

Q Can I withdraw from my Account while 1 am a Director?

A Yes. You may elect to withdraw from you Account if the Nominating and Executive Compensation Committee determines, in its discretion, that such funds are needed due to serious and immediate financial hardship from an unforeseeable emergency and that your withdrawal would not create adverse tax consequences for you. Serious and immediate financial hardship to you must result from a sudden and unexpected illness or accident of you or one of your dependents, loss of property due to casualty, or other similar extraordinary and unforeseeable circumstances arising from events beyond your control. A distribution based upon such financial hardship cannot exceed the amount necessary to meet such immediate financial needs. In addition, you will be required to wait a full calendar year before you are permitted to begin making deferrals again.

Q When will I become vested in my Account?

A You are always 100% vested in your Director's Fee Deferrals and Company matching contributions and earnings on these amounts.

Q How will my Benefit be paid to me?

A Your Account will be paid to you in a lump sum payment.

Q What happens in the event of my death?

A In the event of your death while a Director, your designated beneficiary will receive in a lump sum payment the amount credited to your Account.

Energizer Holdings, Inc.

Deferred Compensation Plan

Questions and Answers for Directors

If you have not designated a beneficiary, then benefits shall be paid in a lump sum to your estate or as provided by law.

Q Who can I name as Beneficiary?

A You can name any individual or entity you wish to. Your tax advisor can provide you with more information on this topic.

Q Is the death benefit payable under the Plan taxable income to my Beneficiary?

A The death benefit payable to your Beneficiary is taxable as ordinary income. Your tax advisor can provide you with more information on this topic.

Q How is my Account taxed when it is distributed to me?

A Your Account and earnings accrued on such amounts are taxed as ordinary income when they are distributed to you. Unlike qualified plans, special income tax treatment is not available.

Q Will the distribution from the Plan affect my Social Security benefits after I retire?

A Yes and No. The distribution made from the Plan will not affect your Social Security benefits themselves. For purposes of Social Security, the distribution is considered "earned" when it is credited to your account; therefore, the distribution does not constitute earned income under the earnings test when it is distributed to you. However, because the distribution will be considered gross income for federal income tax purposes, it may have the effect of subjecting your social security benefits to federal income taxation. These issues need to be discussed with your tax advisor.

 Q Will the Company guarantee the payment of my Account under all circumstances?

A The Company's obligation under the Plan is that of an unsecured promise to pay money in the future. Amounts payable to you or your Beneficiaries will be paid from the general assets of the Company.

Energizer Holdings, Inc.

Deferred Compensation Plan

Questions and Answers for Directors

Q Can I assign or dispose of my interest in the Plan?

A No. You cannot in any way sell, assign, hypothecate, alienate, encumber or in any way transfer or convey in advance of receipt, any of your rights under the Plan.

Security

Q What happens to my Account if the Company becomes insolvent or bankrupt?

A In the event that the Company becomes insolvent, you will be an unsecured general creditor of the Company. Your claim against the assets of the Company will be considered in sequence with the claims of other general creditors of the Company.

Plan Administration

Q How frequently will I receive a statement of my Account?

A You will receive an account statement quarterly. The statement will be available to you as soon as practical after March 31, June 30, September 30, and December 31. The statement will be available on the Web site by clicking on Statements.

Also, if you have elected to receive paper statements via the Web site, you will receive a paper statement at your home address as soon as practical after the above dates.

Q Who will oversee the operation of the Plan?

A The Nominating and Executive Compensation Committee of the Board of Directors interprets and administers the Plan (the Board has the right to change the membership of the Committee at any time). The Committee has the authority and responsibility to interpret and enforce the Plan and all applicable regulations.

Energizer Holdings, Inc.

Deferred Compensation Plan

Questions and Answers for Directors

Q Where can I get more information about the Plan and its administrators?

A If you have questions, you may call:

Gerry Auger

(Energizer,VP, Global HR Programs) (314) 985-2188

ADP Retirement Services

Executive Deferred Compensation

(866) 266-4881

These questions and answers provide a summary of the Energizer Holdings, Inc. Deferred Compensation Plan ("the Plan'). For a complete description of Plan provisions and benefits, please refer to the Plan document. If any conflicts arise between this summary and the Plan document itself, the provisions of the Plan document will control.

EX-10.II

Exhbit 10(ii)

TO:  Energizer Holdings, Inc. Deferred Compensation Plan Participants

FROM: ADP Executive Deferred Compensation

DATE: November 15, 2004

RE:   2005 Deferred Compensation Plan Enrollment

Open Enrollment

Open enrollment for the Energizer Holdings, Inc. Deferred Compensation Plan will be conducted on the Web from Tuesday, November 15 through Friday, December 10, 2004.

For 2005, you are given the opportunity to defer up to 75% of your Base Salary and up to 100% of your annual Incentive Plan Bonus. You are also able to make investment mix and distribution elections.

By deferring all or a portion of your Base Salary and annual Incentive Plan Bonus, you are able to delay federal and most state income tax payments on the deferred amount, as well as investment earnings, until you receive a distribution from the Plan. In addition, you are eligible to receive Company Match on the portion of your 2005 bonus invested in the Energizer Common Stock Unit Fund.

Please note that deferrals on both Base Salary and Incentive Plan Bonuses are made priorto 401(k) deductions; therefore you will not be able to make contributions from the deferred income into the 401(k) plan, (which means you will not receive a 401(k) match on this amount).

If you do not wish to defer any of your 2005 compensation, please indicate this by selecting the appropriate box on the enrollment election screen. If you do not respond to this enrollment opportunity by December 10, 2004, you will not be able to defer either your salary or your bonus for 2005.

On the Web

To log on from any computer with access to the internet, simply enter http://www.worldclassexec.com

in the address line of your Internet browser. Enter your User ID (Social Security Number) and your Personal Identification Number (PIN). Unless you have changed your PIN, it is the month and day of your birthday, entered mmdd (for example if your birthday is February 5^th, your PIN is 0205). For assistance, please use the “Forgot your logon information?” link on the Web site logon screen, or call ADP at 1-866-266-4881 from 7 a.m. to 5 p.m. Pacific, Monday through Friday.

Once you have entered the site, click on the “Plan Enrollment” button on the left to access the enrollment screens.

Confirmation of Elections

A confirmation statement summarizing your elections (or non-participation) for 2005 will be sent to your company email address at the end of the enrollment period.

Questions

If you have any questions regarding the Plan or the site, please use the “Contact Us” section of the Web site or call us at 1-866-266-4881.

Energizer Holdings, Inc.

Deferred Compensation Plan

2005 Deferral Election Form

  Last Name, First, Middle     Social Security Number

Deferral Amount

Please indicate how much of your annual Base Salary and Bonus you would like to defer in calendar year 2005. You must defer a minimum of $1,000 to participate in the Deferred Compensation Plan.

Base Salary

I elect to defer ___% of my 2005 Base Salary (maximum deferral is 75%)                

Bonus

I elect to defer ___% of my 2005 Bonus, OR

100% up to $___, OR

100% in excess of $___    

Contribution Investment - Base Salary    

Please indicate the percentage of ongoing Base Salary contributions you would like allocated to each measurement fund. (Percentages for all funds must total 100% and must be in whole percentages)

_____ %    Energizer Common Stock Unit Fund

_____ %    Prime Rate Fund            

_____ %    Vanguard Wellington

_____ %    Vanguard 500 Index

_____ %    Vanguard Windsor II

_____ %    Vanguard Small-Cap Index

_____ %    Vanguard PRIMECAP

_____ %    Vanguard International Growth

_____ %    Vanguard LifeStrategy Income

_____ %    Vanguard LifeStrategy Conservative Growth

_____ %    Vanguard LifeStrategy Moderate Growth

_____ %    Vanguard LifeStrategy Growth

_____ %    Vanguard Explorer

_____ %    Vanguard Bond Index

100 %    Total

Contribution Investment - Bonus    

Please indicate the percentage of Bonus contributions you would like allocated to each measurement fund.

(Percentages for all funds must total 100% and must be in whole percentages)

_____ %    Energizer Common Stock Unit Fund

_____ %    Prime Rate Fund

_____ %    Vanguard Wellington

_____ %    Vanguard 500 Index

_____ %    Vanguard Windsor II

_____ %    Vanguard Small-Cap Index

_____ %    Vanguard PRIMECAP

_____ %    Vanguard International Growth

_____ %    Vanguard LifeStrategy Income

_____ %    Vanguard LifeStrategy Conservative Growth

_____ %    Vanguard LifeStrategy Moderate Growth

_____ %    Vanguard LifeStrategy Growth

_____ %    Vanguard Explorer

_____ %    Vanguard Bond Index

100 %      Total

(OVER)

Distribution Commencement

Please indicate when you would like your distributions to commence.

____%     At termination

____%    To be paid in a lump sum January 1, of ____ (any year after 2008)    

Distribution Form

Please indicate the form in which you would like your account distributed at Termination.

____     Lump Sum

____     5 Annual Installments

____    10 Annual Installments

Any election you make with regard to the form of payment of your Deferred Compensation Plan account upon termination of employment will be revoked by your execution of a subsequent election concerning the form of payment upon termination of employment. To be effective, any subsequent election must be made at least 12 months before the original payment date and must add at least 5 years to the deferral period. In addition, change in the form of distribution from installments to a lump sum is prohibited except as may be allowed in the future under IRS regulations.

Authorization

By submitting this form, I acknowledge receipt and represent that I have read the memo outlining the Deferred Compensation Plan. I understand that the above elections are subject to the terms and conditions of the Plan and become irrevocable after December 31, 2004.

Participant Signature: __________________________________________________     Date: _______________

In accordance with the American Jobs Creation Act, Enrollment forms cannot be accepted after December 10, 2004. If you do not submit your enrollment form by December 10, 2004, you cannot participate in the Plan during 2005.

A confirmation letter will be sent to you. If not received within 30 days, contact Human Resources.

Energizer Holdings, Inc.

Deferred Compensation Plan

2005 Deferral Election Form for Directors

Last Name, First, Middle Social Security Number

Deferral Amount

Please indicate how much of your annual Director’s Fees you would like to defer for the 2005 calendar year. You must defer a minimum of $1,000 to participate in the Deferred Compensation Plan.

_______ %, OR

100% up to $_________, OR

_______ % in excess of $   

Contribution Investment

Please indicate the percentage of ongoing contributions you would like allocated to each measurement fund. (Percentages for all funds must total 100%.)

_____ %    Energizer Common Stock Unit Fund

_____ %    Prime Rate Fund            

_____ %    Vanguard Wellington

_____ %    Vanguard 500 Index

_____ %    Vanguard Windsor II

_____ %    Vanguard Small-Cap Index

_____ %    Vanguard PRIMECAP

_____ %    Vanguard International Growth

_____ %    Vanguard LifeStrategy Income

_____ %    Vanguard LifeStrategy Conservative Growth

_____ %    Vanguard LifeStrategy Moderate Growth

_____ %    Vanguard LifeStrategy Growth

_____ %    Vanguard Explorer

_____ %    Vanguard Bond Index

100 %    Total

Distribution

Your account balance will be distributed to you in one lump sum as soon as administratively feasible after your directorship ends.

Authorization

I understand that the above elections are subject to the terms and conditions of the Plan and become irrevocable after December 31, 2004.

Director Signature: __________________________________________________  Date: _______________

In accordance with the American Jobs Creation Act, Enrollment forms cannot be accepted after December 10, 2004. If you do not submit your enrollment form by December 10, 2004, you cannot participate in the Plan during 2005.

A confirmation letter will be sent to you. If not received within 30 days, contact Human Resources.

EX-13

Exhibit 13

ENERGIZER HOLDINGS, INC.

Management’s Discussion and Analysis of Results of Operations and Financial Condition

(Dollars in millions except per share and percentage data)

The following discussion is a summary of the key factors management considers necessary in reviewing Energizer Holdings, Inc.'s (the Company) historical basis results of operations, operating segment results, and liquidity and capital resources. The Company includes the battery business (Energizer) and the razors and blades business (Schick-Wilkinson Sword, or SWS). This discussion should be read in conjunction with the Consolidated Financial Statements and related notes.

BATTERY BUSINESS OVERVIEW

Energizer is one of the world's largest manufacturers and marketers of batteries and flashlights, with a complete line of household batteries including alkaline, carbon zinc and lithium as well as specialty miniature, rechargeable and photo batteries. Its two primary brands are Energizer and Eveready, which are well known throughout the world.

There has been a continuing shift in consumer preference from carbon zinc batteries to higher-power, higher-priced alkaline and other more advanced batteries. Alkaline batteries are the predominant primary battery in most parts of the world except Asia and Africa. However, carbon zinc batteries continue to play a major role in less developed countries throughout the world and offer Energizer market position in those countries. Energizer uses its full portfolio of products to meet consumer needs.

Energizer operates 20 manufacturing and packaging facilities in 14 countries on four continents. Its products are marketed and sold in more than 150 countries primarily through a direct sales force, and also through distributors and wholesalers.

The battery category continues to be highly competitive as manufacturer and retailer brands compete for consumer acceptance and retail shelf space. Overall household battery consumption is increasing, but category value growth in the United States (U.S.) has lagged unit sales as consumer purchases have shifted to larger pack sizes and price-oriented brands have grown faster than premium products. Retail outlets experiencing the strongest battery category growth in the U. S. include mass merchandisers' super center format, home centers and dollar stores, while traditional outlets such as food, drug and hardware declined. Wal-Mart Stores, Inc. and its subsidiaries is Energizer’s largest customer. Energizer is well positioned to meet the needs of customer and consumer demands in these formats, leveraging category expertise, retail understanding and its p ortfolio of products to give Energizer a strong presence in each of the retail channels. Energizer estimates its share of the total U. S. retail alkaline market was approximately 31% in 2004 and 2003, and 32% in 2002.

Internationally, economic conditions and currency valuations relative to the U.S. dollar have improved in 2004 and in 2003, resulting in improved International Battery segment results. The strengthening of the euro and certain key currencies in the Asia Pacific region have been a significant benefit to Energizer in 2004 and 2003. A significant portion of Energizer’s product cost is more closely tied to the U.S. dollar than to the local currencies in which the product is sold. As such, currencies strengthening relative to the U.S. dollar improve margins as product costs in local currency terms decline. Conversely, weakening currencies relative to the U.S. dollar can be significantly unfavorable unless mitigated through pricing actions. Changes in the value of local currencies will continue to impact segment profitability in the future.

RAZORS AND BLADES BUSINESS OVERVIEW

On March 28, 2003, the Company acquired the worldwide SWS business from Pfizer, Inc. SWS is the second largest manufacturer and marketer of men’s and women’s wet shave products in the world. SWS operates five manufacturing facilities worldwide, and its products are marketed in over 100 countries. Its primary markets are the U.S., Canada, Japan and the larger countries of Western Europe. SWS estimates its overall share of the wet shave category for these major markets at approximately 22% in 2004 and 19% in 2003.

The Company views the wet shave products category as attractive within the consumer products industry due to the limited number of manufacturers, the high degree of consumer loyalty and the ability to improve pricing through innovation. While the category is extremely competitive for retail shelf space and product innovation, SWS has high-quality products and believes it has the opportunity to grow sales and margins in the future.

The SWS business is compatible with Energizer's business in terms of common customers, distribution channels and geographic presence, providing opportunities to leverage the Company’s marketing expertise, business organization and scale globally.

Beginning in 2003, SWS launched two major new products. The Intuition women’s shaving system was launched in the U.S. in April 2003 and in other major world markets throughout 2004. QUATTRO was launched in the U.S. and parts of Europe in September 2003, and was rolled out to other markets later in 2004. Intuition Cucumber Melon was introduced in the spring of 2004 and QUATTRO Midnight in September 2004. The QUATTRO and Intuition brands represent more than a quarter of a billion dollars of SWS global sales in 2004.

HIGHLIGHTS

Net earnings for the year ended September 30, 2004 were $267.4 compared to $169.9 in 2003 and $186.4 in 2002. Basic and diluted earnings per share in 2004 were $3.32 and $3.21, respectively, compared to $1.98 and $1.93 in 2003 and $2.05 and $2.01 in 2002.

Current year net earnings include the following items, stated on an after-tax basis: income tax benefits related to prior year losses and adjustments to prior year tax accruals of $24.7 and special termination pension benefits of $9.6. Fiscal 2003 net earnings included the following on an after-tax basis: expense associated with the write-up of inventory purchased in the SWS acquisition (SWS inventory write-up) of $58.3, a charge of early payment of long-term debt of $12.4, gain on the sale of property of $5.7, intellectual property rights income of $5.2 and tax benefits of $19.2 related to prior year losses and adjustments to prior year tax accruals. Fiscal 2002 net earnings included the following after-tax items: accounts receivable write-off associated with the bankruptcy of Kmart of $9.3, provisions for restructuring and related costs of $7.8, tax benefits related to prior year losses and adjustments to prior year tax accruals of $11.8 and a gain on the sale of property of $5.0.

OPERATING RESULTS

Net Sales

Net sales increased $580.2, or 26%, in 2004 compared to 2003 and increased $492.8, or 28%, in 2003 compared to 2002, primarily because the inclusion of SWS sales for a full year in 2004 and 6 months in 2003 following the midyear acquisition. Battery sales increased $145.1 in 2004 on higher volume and favorable currency translation impacts of $59.3. Battery sales increased $59.8 in 2003 compared to 2002 on favorable currency translation, and volume increases contributed $35.7 and $33.7, respectively, partially offset by unfavorable pricing and product mix.

Gross Margin

Gross margin dollars increased $450.4 in 2004 and $182.4 in 2003, primarily due to the SWS acquisition. Gross margin percentage was 50.1% of sales in 2004 compared to 42.9% in 2003, the latter percentage including a four percentage point reduction due to expense related to the SWS inventory write-up (see Note 3 to the Consolidated Financial Statements). Absent the SWS inventory write-up, gross margin for 2003 would have been 46.9% compared to 44.6% in 2002. The increase in gross margin percentage in both years is primarily due to the relatively higher margins of the SWS business versus the battery business. See Segment Results for a discussion of gross margin in each operating segment.

Selling, General and Administrative 

Selling, general and administrative expense (SG&A) increased $159.3 in 2004 and $68.1 in 2003 primarily due to the SWS acquisition. Additionally, the 2004 increase reflects the impact of higher currency rates of $21.9, special termination benefits of $15.2 and higher battery overhead spending of $14.6. Selling, general and administrative expenses were 19.3%, 17.1% and 18.1% of sales in 2004, 2003 and 2002, respectively. The increased percentage in 2004 is primarily due to special termination benefits discussed above, higher legal expenses and integration associated with the SWS acquisition, and the inclusion of SWS for a full year, which has a higher SG&A percentage than the rate for the remainder of the Company.

Advertising and Promotion

Advertising and promotion (A&P) expense increased $152.3 in 2004 and $126.5 in 2003, compared to the year immediately preceding. The A&P expense change in 2004 and 2003 above would have decreased by $56.6 and $57.2, respectively, had SWS been included in 2003 and 2002. The remainder of the increases reflects significantly higher SWS spending, currency translation impacts, increases in the International Battery segment and, in 2004, an increase in North America Battery. A&P expense was 14.3%, 11.2% and 7.2% of sales for 2004, 2003 and 2002, respectively. Had SWS been included for the full year in 2003 and 2002, such percentages would have been 12.1% and 10.1% for 2003 and 2002, respectively. The increased percentages in 2004 and 2003 reflect the factors discussed above, as well as the increased proportion of razor and blade sales, which have a generally higher A&P percentage than the battery business.

Research and Development

Research and development expense was $74.0 in 2004, $51.5 in 2003 and $37.1 in 2002. The increase in 2004 and 2003 is primarily due to the SWS acquisition. Additionally, the 2004 increase includes a $4.2 asset impairment charge related to a discontinued technology development initiative. As a percent of sales, research and development expense was 2.6% in 2004, 2.3% in 2003 and 2.1% in 2002. Inclusion of SWS results for a full year in 2003 and 2002 would have resulted in research and development expense of 2.6% and 2.7%, respectively, of sales.

SEGMENT RESULTS

The Company's operations are managed via three major segments - North America Battery (the U.S. and Canada batteries and lighting products), International Battery (rest of world battery and lighting products) and Razors and Blades (global razors, blades and related products). The Company 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.

This structure is the basis for the Company’s reportable operating segment information presented in Note 22 to the Consolidated Financial Statements. The Company evaluates segment profitability based on operating profit before general corporate expenses, which include legal expenses, costs associated with most restructuring, integration or business realignment, amortization of intangibles and unusual items. Financial items, such as interest income and expense, are managed on a global basis at the corporate level.

North America Battery

	2004		2003		2002
Net sales	$	1,117.6	$	1,041.9	$	1,021.2
Segment profit	$	298.2	$	283.5	$	274.8

For the year ended September 30, 2004, sales increased $75.7, or 7%, primarily due to higher volume and favorable Canadian currency translation of $7.7. The impact of four major hurricanes in 2004 contributed approximately $40 of sales compared to approximately $18 incremental sales volume in 2003 related to a major hurricane and the East Coast black out. Apart from event-driven volume and currency impact, sales volume grew approximately $46, or 4.5%, primarily against 2003 results which were dampened by reductions in retail inventory levels. Adjusting for events and retail inventory reductions last year, alkaline sales were relatively flat in 2004, while the remainder of Energizer's major product lines experienced double-digit growth. Overall pricing and product mix were slightly unfavorable for the year, as category pricing and promotional stability continued throughout the year, bu t minor unfavorable mix was experienced due to consumer demand shifting to larger pack sizes.

Segment profit increased $14.7, or 5%, with currency accounting for $4.3 of the improvement. Incremental gross margin from higher sales of $30.7 and currency impact was partially offset by higher SG&A, advertising and promotion, and product costs.

Net sales in 2003 increased $20.7, or 2%, versus 2002 on higher volume, much of which is attributable to previously mentioned hurricane and blackout, partially offset by unfavorable pricing and product mix. Small cell size alkaline volume decreased 5% for the year reflecting reductions in aggregate retail inventory, partially offset by consumption growth. Large alkaline cell size and lighting products volume increased 10% and 26%, respectively; these products are most affected by hurricanes, power outages and public safety concerns. Additionally, the remainder of Energizer’s major product lines experienced double-digit growth in 2003.

Pricing in 2003 was unfavorable as a result of steep promotional discounting early in the year and a midyear reduction in list prices on key products in response to competition. Promotional intensity in the category began to abate in the latter half of fiscal 2003, buffering the list price reduction. Additionally, Energizer experienced an unfavorable product mix in 2003 as the greatest sales growth was in the lowest margin products while the most profitable products experienced declines. As a result of these factors, gross margin for the year decreased $12.3, or 3%, in spite of the sales increase. Segment profit increased $8.7 in 2003, as the absence of a $15.0 write-off of Kmart pre-bankruptcy accounts receivable in 2002 and lower overhead spending were partially offset by lower gross margin.

International Battery

	2004		2003		2002
Net sales	$	827.0	$	757.6	$	718.5
Segment profit	$	147.7	$	122.4	$	101.3

For the year ended September 30, 2004, net sales increased $69.4, or 9%, on favorable currency impacts of $51.6 and contributions of higher sales volume of $28.7, partially offset by unfavorable pricing and product mix, primarily in Europe. Segment profit increased $25.3 for the year, including a $26.6 favorable impact from currencies. Absent currencies, segment profit decreased $1.3 as a $6.1 gross margin contribution from higher sales was offset by higher selling, advertising and promotion, and general and administrative expenses.

International Battery net sales increased $39.1, or 5%, in 2003 on favorable currency translation of $31.0 as well as favorable pricing, primarily in South America, and higher alkaline sales volume, partially offset by lower carbon zinc volume. Retail alkaline sales volume increased 4% while carbon zinc volume decreased 5%. Segment profit increased $21.1, or 21%, with favorable currency accounting for $17.3 of the improvement. Absent currency impacts, segment profit increased $3.8, or 4%, reflecting favorable pricing and product mix, primarily in South America, and lower product cost. These favorable factors were partially offset by a 35% increase in advertising and promotion expense for the International Battery segment reflecting increased investments in our brand franchises as economic conditions improved in several key regions.

Razors and Blades

	2004		2003 Pro Forma
Net sales	$	868.1	$	745.0
Segment profit	$	85.7	$	56.9

The Company’s acquisition of SWS was completed on March 28, 2003; therefore, SWS is not included in the attached historical financial statements prior to this date. The comparison of September 30, 2004 amounts are versus pro forma SWS results for year ended September 30, 2003. The comparison of September 30, 2003 amounts are versus pro forma SWS results for the six months ended September 30, 2002. Segment profit excludes the SWS inventory write-up, which is discussed in further detail in Note 3 to the Consolidated Financial Statements.

For the year ended September 30, 2004, sales increased $123.1, or 17%, as incremental sales of Intuition and QUATTRO and $52.4 of favorable currency were partially offset by anticipated declines in other product lines. QUATTRO and Intuition, combined contributed almost $275 of net sales in 2004, an increase of more than $150.

Segment profit for the year increased $28.8, or 51%, to $85.7, with currency impacts accounting for $15.7 of the improvement. Absent currencies, higher sales and lower product costs resulted in increased gross margin of $83.7, which was partially offset by significantly higher advertising and promotion expense, and to a lesser extent, higher selling expenses in support of the new brands.

Six months ended September 30,	2003		2002 Pro Forma
Net sales	$	433.0	$	322.2
Segment profit	$	40.1	$	26.0

For the six months ended September 30, 2003, Razors and Blades sales were $433.0, an increase of $110.8 compared to the same period last year, with nearly all of the increase from incremental sales of the new Intuition and QUATTRO products, much of which represents retail pipeline fill. For existing products, favorable currency translation of $21.0 was nearly offset by declines in existing product sales in countries where new products were launched.

Segment profit for the six months ended September 30, 2003, was $40.1, an increase of $14.1 on higher sales and favorable currency impacts of $3.4, partially offset by significantly higher advertising, promotion, selling and marketing expense in support of Intuition and, to a lesser extent, QUATTRO.

During the latter half of September 2003, SWS had significant pipeline fill for QUATTRO and relatively low advertising and promotion expense as the majority of the QUATTRO media campaign did not begin until October.

GENERAL CORPORATE AND OTHER EXPENSES

Corporate and other expenses increased $31.3 for the year, primarily reflecting higher legal, integration and business realignment costs, and higher management and administrative costs following the SWS acquisition. Integration costs of $17.9 in 2004 and $6.3 in 2003 are reflected in corporate and general expenses. Major integration activities have been completed as of September 30, 2004. Annual integration savings are projected at approximately $18 for 2005, of which approximately $13 was realized in 2004 and is reflected in segment results. Legal expense increased $11.7 reflecting the impact of litigation costs in a number of lawsuits, primarily related to intellectual property matters.

General corporate and other expenses increased $14.7 in 2003 reflecting costs of integrating the SWS business of $6.3, as well as lower pension income and higher management, legal and project expenses, partially offset by lower compensation costs related to incentive plans and stock price.

As a percent of sales, general corporate and other expenses were 2.9% in 2004, 2.2% in 2003 and 2.0% in 2002. The increase in 2004 is driven mainly by the integration and legal expenses discussed above.

RESTRUCTURING CHARGES

In March 2002, the Company adopted a restructuring plan to reorganize certain European selling, management, administrative and packaging activities. The total cost of this plan was $6.7 before taxes. These restructuring charges consist of $5.2 for cash severance payments, $1.0 of other cash charges and $0.5 in enhanced pension benefits. As of September 30, 2004, 55 employees had been terminated under the plan and all activities under the plan have been completed. The 2002 restructuring plan yielded pre-tax savings of $2.5 in 2003 and $4.5 annually thereafter.

During fiscal 2001, the Company adopted restructuring plans to eliminate carbon zinc capacity and to reduce and realign certain selling, production, research and administrative functions. In 2002, the Company recorded provisions for restructuring of $1.4 related to the 2001 plan and recorded net reversals of previously recorded restructuring charges of $0.4.

The 2001 restructuring plans improved the Company’s operating efficiency, downsized and centralized corporate functions, and decreased costs. One carbon zinc production facility in Mexico was closed in early 2002. A total of 539 employees were terminated, consisting of 340 production and 199 sales, research and administrative employees, primarily in the U.S. and South and Central America. The 2001 restructuring plan yielded pre-tax savings of $14.3 in 2002 and $16.5 in 2003 and beyond.

The Company continues to review its battery production capacity and its business structure in light of pervasive global trends, including the evolution of technology. Future restructuring activities and charges may be necessary to optimize its production capacity. Such charges may include impairment of production assets and employee termination costs.

See Note 4 to the Consolidated Financial Statements for a table that presents, by major cost component and by year of provision, activity related to the restructuring charges discussed above during fiscal years 2004, 2003 and 2002 including any adjustments to the original charges.

SPECIAL PENSION TERMINATION BENEFITS

During the fourth quarter of fiscal 2004, Energizer announced a Voluntary Enhanced Retirement Option (VERO) offered to approximately 600 eligible employees in the U.S., of which 321 employees accepted. A charge of $15.2, pre-tax, was recorded during the fourth quarter of fiscal 2004 related to the VERO and certain other special pension benefits and the estimated impact of such benefits on the Company's pension plan is reflected in the amounts shown in Note 12 to the Consolidated Financial Statements. Future cost savings from the VERO program are expected to be approximately $9 to $12 annually, with about half that amount realized in 2005.

INTELLECTUAL PROPERTY RIGHTS INCOME

The Company entered into agreements to license certain intellectual property to other parties in separate transactions. Such agreements do not require any future performance by the Company, thus all committed consideration was recorded as income at the time each agreement was executed. The Company recorded income related to such agreements of $1.5 pre-tax, or $0.9 after-tax, and $8.5 pre-tax, or $5.2 after-tax in the years ended September 30, 2004 and 2003, respectively.

INTEREST AND OTHER FINANCING ITEMS

Interest expense was $2.6 higher for the year on higher average debt, offset by lower interest rates. Higher average debt reflects the borrowings for the SWS acquisition outstanding for a full year in 2004 compared to six months in 2003. The lower effective interest rate for 2004 was a result of paying off high fixed rate debt in September 2003 and generally lower rates on variable rate debt. Interest expense increased $7.1 in 2003 reflecting incremental debt due to the acquisition of SWS, partially offset by lower interest rates.

Other financing expense declined $13.7 for the year compared to the same period last year, which included a $20.0 charge in 2003 related to early repayment of debt. Additionally, 2004 experienced net currency exchange losses compared to net gains in 2003. Other financing costs increased $15.6 in 2003, primarily due to a $20.0 charge related to early payment of long-term debt, partially offset by net currency exchange gains in 2003.

INCOME TAXES

Income taxes, which include federal, state and foreign taxes, were 25.3%, 28.5%, and 33.1% of earnings before income taxes in 2004, 2003 and 2002, respectively. Earnings before income taxes and income taxes include certain unusual items and adjustments to prior recorded tax accruals in all years, which impact the overall tax rate. The most significant of these are described below:

·   In 2004, 2003 and 2002, $16.2, $12.2 and $6.7, respectively, of tax benefits related to prior years’ losses were recorded.

·   Adjustments were recorded in each of the three years to revise previously recorded tax accruals, which were based on estimates when recorded. Such adjustments decreased the income tax provision by $8.5, $7.0 and $5.1 in 2004, 2003 and 2002, respectively.

·   The tax benefit related to the write-up of acquired SWS inventory of $89.7, all of which was recorded to cost of products sold in 2003, was higher than the overall tax rate for the remainder of the business, and thus reduced the overall tax rate by 1.8 percentage points.

Excluding the items discussed above, the income tax percentage was 32.2% in 2004, 36.1% in 2003 and 37.3% in 2002. The improved tax rate in 2004 reflects a significantly lower rate on foreign income due to improved foreign earnings and overall country mix. Such improvements reflect better battery results as well as a favorable impact from the inclusion of SWS.

The Company's effective tax rate is highly sensitive to country mix from which earnings or losses are derived. To the extent future earnings levels and country mix are similar to the 2004 level and excluding any unusual or non-recurring tax items, future tax rates would likely be in the 31-33% range. Declines in earnings in lower tax rate countries, earnings increase in higher tax countries or operating losses in the future could increase future tax rates.

SPECIAL PURPOSE ENTITY

The Company routinely sells a pool of U.S. accounts receivable through a financing arrangement between Energizer Receivables Funding Corporation (the SPE), which is a bankruptcy-remote special purpose entity subsidiary of the Company, and an outside party (the Conduit). The terms of the arrangement were amended in April 2004 providing, among other things, the ability of the Company to repurchase accounts receivable sold to the Conduit if it so chooses. Under the amended structure, funds received from the Conduit are treated as borrowings rather than proceeds of accounts receivables sold for accounting purposes. Prior to the amendment, this financing arrangement was required to be accounted for as a sale of receivables, representing “off balance sheet financing.” Under accounting required for the former agreement, reported balance sheet captions were higher or lower than such amounts would have bee n reported under the amended structure as presented below.

	As of September 30,
	2003
Additional accounts receivable	$	175.7
Additional notes payable	$	75.0
Lower other current assets	$	100.7

LIQUIDITY AND CAPITAL RESOURCES

In 2004, cash flow from operations totaled $485.7, an increase of $43.6 from 2003. The increase is due to higher “operating cash flow before changes in working capital” of $164.5, partially offset by lower conversion of working capital items to cash. The 2003 cash flow reflects an unusually large change in inventory balance as described below, accounting for the decline in 2004.

Cash flow from operations totaled $442.1 in 2003, an increase of $236.0 from 2002 operating cash flows of $206.1. The increase is due to cash generated from working capital changes of $201.9 compared to cash outflows for working capital in 2002 of $53.7, partially offset by lower cash flow from earnings before working capital changes. The most significant working capital changes were: 1) a $148.0 reduction in inventory, reflecting the conversion of high cost acquired SWS inventory to lower cost SWS inventory manufactured after acquisition as well as other inventory reductions; and 2) a $136.2 cash flow improvement in other current assets, primarily related to the level of sales of accounts receivable by the Company's non-consolidated SPE; partially offset by 3) unfavorable cash flow from increases in accounts receivable in 2003. Cash flow from operations before changes in working capital were $240.2 in 2003 compared to $259.8 in 2002. The decrease was mainly due to lower net earnings caused by the $58.3 after-tax SWS inventory write-up discussed previously, partially offset by higher earnings for the remainder of the business.

Working capital was $468.8 and $515.6 at September 30, 2004 and 2003, respectively. Working capital components were influenced by the special purpose entity accounting previously discussed, but with no net impact on total working capital. Apart from such accounting impact, working capital changes reflect higher cash and accounts receivable, more than offset by higher other accrued liabilities. Capital expenditures totaled $121.4, $73.0 and $40.7 in 2004, 2003 and 2002, respectively. These expenditures were funded by cash flow from operations. Capital expenditures increased in 2004 as a result of increases for battery production projects, inclusion of SWS for a full year and corporate expenditures. The increase in 2003 is primarily attributable to the SWS acquisition. See Note 22 of the Consolidated Financial Statements for capital expenditures by segment. Capital expenditures of approximately $112.0 ar e anticipated in 2005. Such expenditures are expected to be financed with funds generated from operations.

Total long-term debt outstanding, including current maturities, was $1,079.6 at September 30, 2003. The Company maintains total committed debt facilities of $1,239.0, of which $155.8 remained available as of September 30, 2004.

A summary of the Company’s significant contractual obligations at September 30, 2004 is shown below. See Note 20 to the Consolidated Financial Statements for discussion of loan guarantees.

	Total		Less than 1 year		1-3 years		3-5 years		More than 5 years
Long-term debt, including current maturities	$	1,079.6	$	20.0	$	354.6	$	135.0	$	570.0
Notes payable		162.3		162.3		-		-		-
Operating leases		67.0		15.7		22.5		16.5		12.3
Total	$	1,308.9	$	198.0	$	377.1	$	151.5	$	582.3

In November 2004, the Company entered into two new financing agreements. A $300.0 long-term debt financing was completed, with maturities of three, five and seven years and with fixed rates ranging from 3.44% to 4.38%. Proceeds from these notes were used to pay down all existing long-term debt in the revolving credit facility and to partially retire short-term debt within the secured financing. In addition, the Company renegotiated its existing revolving credit facility in order to extend the maturity to five years and to realize more favorable borrowing spreads. As a result of the new financing arrangement, available committed debt facilities increased by $300.0 to $1,539.0.

Under the terms of the Company’s debt facilities, the ratio of the Company’s total indebtedness to its Earnings Before Interest, Taxes, Depreciation and Amortization (EBITDA) (as defined by the facility agreement and pro forma in the current year) cannot be greater than 3.5 to 1, and the ratio of its current year pro forma EBIT to total interest expense must exceed 3 to 1. The Company’s ratio of total indebtedness to its pro forma EBITDA was 2.4 to 1, and the ratio of its pro forma EBIT to total interest expense was 13.0 to 1 as of September 30, 2004. Additional restrictive covenants exist under current debt facilities. Failure to comply with the above ratios or other covenants could result in acceleration of maturity, which could trigger cross defaults on other borrowings. The Company believes that covenant violations resulting in acceleration of maturity is unlikely. The Company’s fixe d rate debt is callable by the Company, subject to a “make whole” premium, which would be required to the extent the underlying benchmark U.S. treasury yield has declined since issuance.

The Company purchased shares of its common stock under various Board of Director approved repurchase plans as follows (shares in millions):

Fiscal Year	Shares	Cost
2004	13.4	$546.7
2003	5.0	$131.4
2002	3.8	$103.3
2001	3.8	$79.6

Most recently, the Board of Directors approved the repurchase of up to an additional 10 million shares, which resolution replaced all previous authorizations. Subsequent to September 30, 2004 and through November 15, 2004, approximately 0.6 million shares were purchased for $25.0 under the most recent authorization, pursuant to the terms of a Rule 10b5-1 Repurchase Plan entered into with an independent broker. As of November 15, 2004 there are 7.7 million shares remaining under the current authorization.

The Company believes that cash flows from operating activities and periodic borrowings under existing credit facilities will be adequate to meet short-term and long-term liquidity requirements prior to the maturity of the Company's credit facilities, although no guarantee can be given in this regard.

INFLATION

Management recognizes that inflationary pressures may have an adverse effect on the Company, through higher material, labor and transportation costs, asset replacement costs and related depreciation, and other costs. In general, the Company has been able to offset or minimize inflation effects through other cost reductions and productivity improvements, thus inflation has not been a significant factor in the three years ended September 30, 2004. Recently, the cost of oil and commodities used in the Company’s products has increased to levels well above those of 2004. The Company’s ability to fully mitigate such cost increases through cost cutting and productivity or to raise prices in the future are not certain.

SEASONAL FACTORS

The Company's battery segment results are significantly impacted in the first quarter of the fiscal year by the additional sales volume associated with the December holiday season, particularly in North America. First quarter battery sales accounted for 31%, 32% and 33% of total battery net sales in 2004, 2003 and 2002, respectively.

ENVIRONMENTAL MATTERS

The operations of the Company, like those of other companies engaged in the battery and shaving products businesses, are subject to various federal, state, foreign and local laws and regulations intended to protect the public health and the environment. These regulations primarily relate to worker safety, air and water quality, underground fuel storage tanks and waste handling and disposal.

The Company has received notices from the U.S. Environmental Protection Agency, state agencies and/or private parties seeking contribution that it has been identified as a “potentially responsible party” (PRP) under the Comprehensive Environmental Response, Compensation and Liability Act, and may be required to share in the cost of cleanup with respect to seven federal “Superfund” sites. It may also be required to share in the cost of cleanup with respect to a state-designated site. Liability under the applicable federal and state statutes which mandate cleanup is strict, meaning that liability may attach regardless of lack of fault, and joint and several, meaning that a liable party may be responsible for all of the costs incurred in investigating and cleaning up contamination at a site. However, liability in such matters is typically shared by all of the financially viable responsible parties, through negotiated agreements. Negotiations with the U.S. Environmental Protection Agency, the state agency that is involved on the state-designated site, and other PRPs are at various stages with respect to the sites. Negotiations involve determinations of the actual responsibility of the Company and the other PRPs at the site, appropriate investigatory and/or remedial actions, and allocation of the costs of such activities among the PRPs and other site users.

The amount of the Company’s ultimate liability in connection with those sites may depend on many factors, including the volume and toxicity of material contributed to the site, the number of other PRPs and their financial viability, and the remediation methods and technology to be used.

In addition, the Company undertook certain programs to reduce or eliminate the environmental contamination at the rechargeable battery facility in Gainesville, Florida, which was divested in November 1999. Responsibility for those programs was assumed by the buyer at the time of the divestiture. In 2001, the buyer, as well as its operating subsidiary which owns and operates the Gainesville facility, filed petitions in bankruptcy. In the event that the buyer and its affiliates become unable to continue the programs to reduce or eliminate contamination, the Company could be required to bear financial responsibility for such programs as well as for other known and unknown environmental conditions at the site. Under the terms of the Reorganization Agreement between the Company and Ralston Purina Company, however, which has been assumed by an affiliate of The Nestle Corporation, Ralston’s successor is obligated to indemnify the Company for 50% of any such liabilities in excess of $3.0.

Under the terms of the Stock and Asset Purchase Agreement between Pfizer, Inc. and the Company, relating to the acquisition of the SWS business, environmental liabilities related to pre-closing operations of that business, or associated with properties acquired, are generally retained by Pfizer, subject to time limitations varying from two years to 10 years following closing with respect to various classes or types of liabilities, minimum thresholds for indemnification by Pfizer, and maximum limitations on Pfizer’s liability, which thresholds and limitations also vary with respect to various classes or types of liabilities.

Many European countries, as well as the European Union, have been very active in adopting and enforcing environmental regulations. In many developing countries in which the Company operates, there has not been significant governmental regulation relating to the environment, occupational safety, employment practices or other business matters routinely regulated in the U.S. As such economies develop, it is possible that new regulations may increase the risk and expense of doing business in such countries.

Accruals for environmental remediation are recorded when it is probable that a liability has been incurred and the amount of the liability can be reasonably estimated, based on current law and existing technologies. These accruals are adjusted periodically as assessments take place and remediation efforts progress, or as additional technical or legal information becomes available.

Accrued environmental costs at September 30, 2004 were $7.5, of which $1.8 is expected to be spent in fiscal 2005. This accrual is not measured on a discounted basis. It is difficult to quantify with certainty the cost of environmental matters, particularly remediation and future capital expenditures for environmental control equipment. Nevertheless, based on information currently available, the Company believes the possibility of material environmental costs in excess of the accrued amount is remote.

MARKET RISK SENSITIVE INSTRUMENTS AND POSITIONS  

The market risk inherent in the Company’s financial instruments and positions represents the potential loss arising from adverse changes in interest rates, foreign currency exchange rates and stock price. The following risk management discussion and the estimated amounts generated from the sensitivity analyses are forward-looking statements of market risk assuming certain adverse market conditions occur.

Interest Rates

At September 30, 2004 and 2003, the fair market value of the Company's fixed rate debt is estimated at $358.4 and $336.9, respectively using yields obtained from independent pricing sources for similar types of borrowing arrangements. The fair value of debt is lower than the carrying value of the Company's debt at September 30, 2004 and 2003 by $16.6 and $38.1, respectively. A 10% adverse change in interest rates on fixed-rate debt would have decreased the fair market value by $1.7 and $3.8 at September 30, 2004 and 2003, respectively.

The Company has interest rate risk with respect to interest expense on variable rate debt. At September 30, 2004 and 2003, the Company had $866.9 and $624.7 variable rate debt outstanding, respectively. The book value of the Company’s variable rate debt approximates fair value. A hypothetical 10% adverse change in all interest rates would have had an annual unfavorable impact of $2.4 and $1.3 in 2004 and 2003, respectively, on the Company’s earnings before taxes and cash flows, based upon these year-end debt levels. The primary interest rate exposures on variable rate debt are short-term rates in the U.S. and certain Asian countries.

Foreign Currency Exchange Rates

The Company employs a foreign currency hedging strategy which focuses on mitigating potential losses in earnings or cash flows on foreign currency transactions, which primarily consist of anticipated intercompany purchase transactions and intercompany borrowings. External purchase transactions and intercompany dividends and service fees with foreign currency risk are also hedged from time to time. The primary currencies to which the Company’s foreign affiliates are exposed include the U.S. dollar, the euro, the yen, and the British pound.

The Company’s hedging strategy involves the use of natural hedging techniques, where possible, such as the offsetting or netting of like foreign currency cash flows. Where natural hedging techniques are not possible, foreign currency derivatives with a duration of generally one year or less may be used, including forward exchange contracts, purchased put and call options, and zero-cost option collars. The Company policy allows foreign currency derivatives to be used only for identifiable foreign currency exposures and, therefore, the Company does not enter into foreign currency contracts for trading purposes where the sole objective is to generate profits. The Company has not designated any financial instruments as hedges for accounting purposes in the three years ended September 30, 2004.

Market risk of foreign currency derivatives is the potential loss in fair value of net currency positions for outstanding foreign currency contracts at fiscal year-end, resulting from a hypothetical 10% adverse change in all foreign currency exchange rates. Market risk does not include foreign currency derivatives that hedge existing balance sheet exposures, as any losses on these contracts would be fully offset by exchange gains on the underlying exposures for which the contracts are designated as hedges. Accordingly, the market risk of the Company’s foreign currency derivatives at September 30, 2004 and 2003 amounts to $5.7 and $1.7, respectively.

The Company generally views its investments in foreign subsidiaries with a functional currency other than the U.S. dollar as long-term. As a result, the Company does not generally hedge these net investments. Capital structuring techniques are used to manage the net investment in foreign currencies as necessary. Additionally, the Company attempts to limit its U.S. dollar net monetary liabilities in countries with unstable currencies. In March 2002, the Company contributed $8.4 of capital to its Argentine subsidiary sufficient to repay all U.S. dollar liabilities in order to mitigate exposure to currency exchange losses.

Stock Price

A portion of the Company’s deferred compensation liabilities is based on the Company’s stock price and is subject to market risk. The Company entered into a prepaid share option with a financial institution to mitigate this risk (see Note 18 to the Consolidated Financial Statements). The change in fair value of the prepaid share option is recorded in selling, general and administrative expense. Changes in value of the prepaid share option should mitigate changes in the after-tax deferred compensation liabilities tied to the Company’s stock price. Market value of the prepaid share options was $22.1 and $39.7 at September 30, 2004 and 2003, respectively. The change in fair value of the prepaid share option for the year ended September 30, 2004 and 2003 resulted in income of $8.8 and $5.1, respectively.

CRITICAL ACCOUNTING POLICIES

The Company identified the policies below as critical to its business operations and the understanding of its results of operations. The impact and any associated risks related to these policies on its business operations is discussed throughout Management’s Discussion and Analysis of Results of Operations and Financial Condition where such policies affect the reported and expected financial results.

Preparation of the financial statements in conformity with generally accepted accounting principles (GAAP) in the U.S. requires the Company to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities and the reported amounts of revenues and expenses. On an ongoing basis, the Company evaluates its estimates, including those related to customer programs and incentives, bad debts, inventories, intangible assets and other long-lived assets, income taxes, financing operations, pensions and other postretirement benefits, contingencies and acquisitions. Actual results could differ from those estimates. This listing is not intended to be a comprehensive list of all of the Company’s accounting policies.

·   Revenue Recognition - The Company's revenue is from the sale of its products.  Revenue is recognized when title, ownership and risk of loss passes to the customer.  Discounts are offered to customers for early payment and an estimate of such discounts is recorded as a reduction of net sales in the same period as the sale.  Our standard sales terms are final and returns or exchanges are not permitted unless a special exception is made; reserves are established and recorded in cases where the right of return does exist for a particular sale.  The Company offers a variety of programs, primarily to its retail customers, designed to promote sales of its products.  Such programs require periodic payments and allowances based on estimated results of specific programs and are recorded as a reduction to net sales.  The Company accrues at the time of sale the estimated total payments and allowances associated with each transaction.  Additionally, the Company offers programs directly to consumers to promote the sale of its products.  Promotions which reduce the ultimate consumer sale prices are recorded as a reduction of net sales at the time the promotional offer is made, generally using estimated redemption and participation levels.  The Company continually assesses the adequacy of accruals for customer and consumer promotional program costs not yet paid.  To the extent total program payments differ from estimates, adjustments may be necessary. Historically, these adjustments have not been material.

·   Allowance for Doubtful Accounts - The Company maintains an allowance for doubtful accounts receivable for estimated losses resulting from customers that are unable to meet their financial obligations. The financial condition of specific customers is considered when establishing the allowance. Provisions to increase the allowance for doubtful accounts are included in selling, general and administrative expense. If actual bad debt losses exceed estimates, additional provisions may be required in the future.

·   Pension Plans and Other Postretirement Benefits - The determination of the Company’s obligation and expense for pension and other postretirement benefits is dependent on certain assumptions developed by the Company and used by actuaries in calculating such amounts. Assumptions include, among others, the discount rate, future salary increases and the expected long-term rate of return on plan assets. Actual results that differ from assumptions made are accumulated and amortized over future periods and, therefore, generally affect the Company’s recognized expense and recorded obligation in such future periods. Significant differences in actual experience or significant changes in assumptions may materially affect pension and other postretirement obligations. Of the assumptions listed above, changes in the expected assets return have the most significant impact on the Company’s annual earnings prospectively. A one perc entage point decrease or increase in expected assets return would decrease or increase the Company’s pre-tax pension expense by $6.1.

·   Valuation of Long-Lived Assets - The Company periodically evaluates its long-lived assets, including goodwill and intangible assets, for potential impairment indicators. Judgments regarding the existence of impairment indicators are based on legal factors, market conditions and operational performance. Future events could cause the Company to conclude that impairment indicators exist. The Company uses the discounted cash flows method to determine if impairment exists. This requires management to make assumptions regarding future income, working capital and discount rates, which would affect the impairment calculation.

·   Income Taxes - The Company estimates income taxes and the income tax rate in each jurisdiction that it operates. This involves estimating taxable earnings, specific taxable and deductible items, the likelihood of generating sufficient future taxable income to utilize deferred tax assets, and possible exposures related to future tax audits. To the extent these estimates change, adjustments to income taxes are made in the period in which the estimate is changed.

·   Acquisitions - The Company uses the purchase method that requires the allocation of the cost of an acquired business to the assets acquired and liabilities assumed based on their estimated fair values at the date of acquisition. The excess of the cost of an acquired business over the fair value of the assets acquired and liabilities assumed is recognized as goodwill. The valuation of the acquired assets and liabilities will impact the determination of future operating results. The Company uses a variety of information sources to determine the value of acquired assets and liabilities including: third-party appraisers for the value and lives of property, identifiable intangibles and inventories; actuaries for defined benefit retirement plans; and legal counsel or other experts to assess the obligations associated with legal, environmental and other claims.

RECENTLY ISSUED ACCOUNTING STANDARDS

See discussion in Note 2 to the Consolidated Financial Statements.

FORWARD-LOOKING INFORMATION

Statements in the Management’s Discussion and Analysis of Results of Operations and Financial Condition and other sections of this Annual Report to Shareholders that are not historical, particularly statements regarding increases in household battery consumption, the potential for leveraging Energizer’s operating strengths to benefit the SWS business, and projected annual integration savings, the impact of changes in the value of local currencies on segment profitability, Energizer’s estimates of its share of total U.S. retail alkaline market, and SWS share of the wet shave category in various markets, Energizer’s positioning to meet consumer demand and the benefits of its portfolio of products, the Company’s assessment of the wet shave products category and the SWS business, the potential for future restructuring activity, the timing and amount of future cost savings from the VERO program, the estimates of the Company’s future tax rates, estimated capital expenditures for fiscal 2005 and their source of financing, the likelihood of acceleration of its debt covenants, the anticipated adequacy of cash flows and the Company’s ability to meet liquidity requirements, the materiality of future expenditures for environmental matters and environmental control equipment, the impact of adverse changes in interest rates, the market risk of foreign currency derivatives, the potential loss in value of the Company’s net foreign currency investment in foreign subsidiaries, and the mitigating impact of changes in value of the prepaid share option on deferred compensation liabilities may be considered forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. The Company cautions readers not to place undue reliance on any forward-looking statements, which speak only as of the date made.

The Company advises readers that various risks and uncertainties could affect its financial performance and could cause the Company’s actual results for future periods to differ materially from those anticipated or projected. Battery consumption trends could be negatively impacted by general economic conditions or product innovations. Continuing opportunities to integrate SWS activities with Energizer’s, and to leverage Energizer’s operating strengths, may be limited, and may not result in anticipated annual savings or growth in SWS sales. Energizer’s estimates of its U.S. alkaline market share, and estimates of SWS share of the wet shave category may be inaccurate, or may not reflect segments of the retail market. Shifts in consumer demands or needs, competitive activity or product improvements, or further retailer consolidations may dilute or defeat the benefits of the Company’s c onsumer positioning and strategy. General economic conditions, retailer pressure and competitive activity may negatively impact the outlook for the wet shave products category. Because of that competitive activity, the SWS business may not be able to increase sales or margins, and could lose current market position. The migration of demand from carbon zinc to alkaline or from alkaline to other technologies may increase the likelihood of future restructuring activities and charges. Unforeseen fluctuations in levels of the Company’s operating cash flows, or inability to maintain compliance with its debt covenants, could limit the Company’s ability to meet future operating expenses and liquidity requirements, fund capital expenditures or service its debt as it becomes due. U.S. or international political or economic crises could result in higher levels of inflation than anticipated, and the Company may not be able to realize cost reductions, productivity improvements or price increases which are substantial enough to counter the inflationary impact. Unknown environmental liabilities and greater than anticipated remediation expenses or environmental control expenditures could have a material impact on the Company’s financial position. Estimates of environmental liabilities are based upon, among other things, the Company’s payments and/or accruals with respect to each remediation site; the number, ranking and financial strength of other responsible parties (PRPs), the status of the proceedings, including various settlement agreements, consent decrees or court orders; allocations of volumetric waste contributions and allocations of relative responsibility among PRPs developed by regulatory agencies and by private parties; remediation cost estimates prepared by governmental authorities or private technical consultants; and the Company’s historical experience in negotiating and settling disputes with respect to similar sites - and such estimates may prove to be inaccurate. Anticipated long - -term cost savings associated with job eliminations or replacements with lower-priced workers as a result of the VERO may not materialize, depending upon longer-term production needs and the competitive job market in communities where the Company’s facilities are located. The Company’s overall tax rate in future years may be higher than anticipated because of unforeseen changes in the tax laws or applicable rates, higher taxes on repatriated earnings, increased earnings in countries with higher tax rates or increased foreign losses. Economic turmoil and currency fluctuations could increase the Company’s risk from unfavorable impacts on variable-rate debt, currency derivatives and other financial instruments, as well as increase the potential loss in value of its net foreign currency investment in foreign subsidiaries. Deferred compensation liabilities reflecting the value of the Common Stock may increase significantly, depending on market fluctuation and employee elections, which such inc rease may not be reflected in a comparable increase in the value of the prepaid share option. Additional risks and uncertainties include those detailed from time to time in the Company’s publicly filed documents, including its Registration Statement on Form 10, as amended, and its Current Report on Form 8-K dated April 25, 2000. 

Energizer Holdings, Inc.
Summary Selected Historical Financial Information
(Dollars in millions, except per share data)
Statement of Earnings Data	FOR THE YEAR ENDED SEPTEMBER 30,
	2004			2003 (a)			2002			2001			2000
Net sales	$ 2,812.7			$ 2,232.5			$ 1,739.7			$ 1,694.2			$ 1,927.7
Depreciation and amortization (b)		115.8			83.2			57.4			79.8			82.0
Earnings from continuing operations before income taxes (c)		358.0			237.6			278.4			31.5			279.2
Income taxes		90.6			67.7			92.0			70.5			99.0
Earnings/(loss) from continuing operations (d)		267.4			169.9			186.4			(39.0	)		180.2
Net earnings/(loss)		267.4			169.9			186.4			(39.0	)		181.4
Earnings/(loss) per share from continuing operations:
Basic	$	3.32		$	1.98		$	2.05		$	(0.42	)	$	1.88
Diluted	$	3.21		$	1.93		$	2.01		$	(0.42	)	$	1.87
Average shares outstanding (e)
Basic		80.6			85.9			91.0			92.6			96.1
Diluted		83.4			88.2			92.8			94.1			96.3
Balance Sheet Data		SEPTEMBER 30,
		2004			2003 (a	)		2002			2001			2000
Working capital	$	468.8		$	515.6		$	353.3		$	288.1		$	401.7
Property at cost, net		705.6			701.2			455.7			476.1			485.4
Additions (during the period)		121.4			73.0			40.7			77.9			72.8
Depreciation (during the period)		110.0			80.5			57.4			58.6			57.9
Total assets		2,915.7			2,732.1			1,588.1			1,497.6			1,793.5
Long-term debt		1,059.6			913.6			160.0			225.0			370.0
(a) Schick-Wilkinson Sword was acquired March 28, 2003. See Note 3 to the Consolidated Financial Statements.
(b) Energizer adopted Statement of Financial Accounting Standards 142 at the beginning of fiscal year 2002, which eliminated amortization of
goodwill and certain intangible assets.
(c) Earnings from continuing operations before income taxes were (reduced)/increased due to the following items:
		FOR THE YEAR ENDED SEPTEMBER 30,
		2004			2003			2002			2001			2000
Provisions for restructuring and related costs	$	-		$	(0.2	)	$	(10.3	)	$	(29.8	)	$	-
Special terminations benefits		(15.2	)		-			-			-			-
Acquisition inventory valuation		-			(89.7	)		-			-			-
Early debt payoff		-			(20.0	)		-			-			-
Kmart accounts receivable write-down		-			-			(15.0	)		-			-
Gain on sale of property		-			5.7			6.3			-			-
Intellectual property rights income		1.5			8.5			-			20.0			-
Provision for goodwill impairment		-			-			-			(119.0	)		-
Loss on disposition of Spanish affiliate		-			-			-			-			(15.7	)
Costs related to spin-off		-			-			-			-			(5.5	)
Total	$	(13.7	)	$	(95.7	)	$	(19.0	)	$	(128.8	)	$	(21.2	)
(d) Net earnings/(loss) from continuing operations were (reduced)/increased due to the following items:
	FOR THE YEAR ENDED SEPTEMBER 30,
		2004			2003			2002			2001			2000
Provisions for restructuring and related costs, net of tax	$	-		$	-		$	(7.8	)	$	(19.4	)	$	-
Special termination benefits, net of tax		(9.6	)		-			-			-			-
Acquisition inventory valuation, net of tax		-			(58.3	)		-			-			-
Early debt payoff, net of tax		-			(12.4	)		-			-			-
Kmart accounts receivable write-down, net of tax		-			-			(9.3	)		-			-
Gain on sale of property, net of tax		-			5.7			5.0			-			-
Tax benefits recognized related to prior years' losses		16.2			12.2			6.7			-			-
Adjustments to prior year tax accruals		8.5			7.0			5.1			3.5			-
Intellectual property rights income, net of tax		0.9			5.2			-			12.3			-
Provision for goodwill impairment, net of tax		-			-			-			(119.0	)		-
Loss on disposition of Spanish affiliate, net of tax		-			-			-			-			(15.7	)
Costs related to spin-off, net of tax		-			-			-			-			(3.3	)
Capital loss tax benefits		-			-			-			-			24.4
Total	$	16.0		$	(40.6	)	$	(0.3	)	$	(122.6	)	$	5.4
(e) Basic earnings per share for 2001 through 2004 is based on the weighted-average number of shares outstanding during the period.
Diluted earnings per share for 2001 through 2004 is based on the weighted-average number of shares used in the basic earnings per share
calculation, adjusted for the dilutive effect of stock options and restricted stock equivalents. In fiscal 2001, the potentially dilutive securities
were not included in the dilutive earnings per share calculation due to their anti-dilutive effect. In fiscal year 2000, earnings per share
was based on the weighted-average number of shares outstanding of Ralston common stock prior to the spin-off, adjusted for the distribution of
one share of Energizer stock for three shares of Ralston stock.

Responsibility for Financial Statements

The preparation and integrity of the financial statements of Energizer Holdings, Inc. are the responsibility of its management. These statements have been prepared in conformance with generally accepted accounting principles in the United States of America, and in the opinion of management, fairly present Energizer's financial position, results of operations and cash flows.

Energizer maintains accounting and internal control systems, which it believes are adequate to provide reasonable assurance that assets are safeguarded against loss from unauthorized use or disposition and that the financial records are reliable for preparing financial statements. The selection and training of qualified personnel, the establishment and communication of accounting and administrative policies and procedures, and an extensive program of internal audits are important elements of these control systems.

The report of PricewaterhouseCoopers LLP, independent auditors, on their audits of the accompanying financial statements is shown below. This report states that the audits were made in accordance with generally accepted auditing standards in the United States of America. These standards include a study and evaluation of internal control for the purpose of establishing a basis for reliance thereon relative to the scope of their audits of the financial statements.

The Board of Directors, through its Audit Committee consisting solely of nonmanagement directors, meets periodically with management, internal audit and the independent auditors to discuss audit and financial reporting matters. To assure independence, PricewaterhouseCoopers LLP has direct access to the Audit Committee.

Report of Independent Registered Public Accounting Firm

To the Shareholders and Board of Directors of Energizer Holdings, Inc.

In our opinion, the accompanying consolidated balance sheet and the related consolidated statements of earnings and comprehensive income, of cash flows and of shareholders equity present fairly, in all material respects, the financial position of Energizer Holdings, Inc. and its subsidiaries at September 30, 2004 and 2003, and the results of their operations and their cash flows for each of the three years in the period ended September 30, 2004 in conformity with accounting principles generally accepted in the United States of America. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these statements in accordance with the standards of the Public Company Accounting O versight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

PricewaterhouseCoopers LLP

St. Louis, Missouri

November 15, 2004

ENERGIZER HOLDINGS, INC.
CONSOLIDATED STATEMENT OF EARNINGS AND COMPREHENSIVE INCOME
(Dollars in millions, except per share data)
	YEAR ENDED SEPTEMBER 30,
Statement of Earnings		2004			2003			2002
Net sales	$	2,812.7		$	2,232.5		$	1,739.7
Cost of products sold		1,404.0			1,274.2			963.8
Selling, general and administrative expense		542.1			382.8			314.7
Advertising and promotion expense		403.3			251.0			124.5
Research and development expense		74.0			51.5			37.1
Intellectual property rights income		(1.5	)		(8.5	)		-
Interest expense		30.8			28.2			21.1
Other financing items, net		2.0			15.7			0.1
Earnings before income taxes		358.0			237.6			278.4
Income taxes		(90.6	)		(67.7	)		(92.0	)
Net earnings	$	267.4		$	169.9		$	186.4
Earnings Per Share
Basic net earnings per share	$	3.32		$	1.98		$	2.05
Diluted net earnings per share	$	3.21		$	1.93		$	2.01
Statement of Comprehensive Income
Net earnings	$	267.4		$	169.9		$	186.4
Other comprehensive income, net of tax
Foreign currency translation adjustments		29.6			36.6			3.3
Minimum pension liability change, net of tax of $2.9 in 2004,		(6.2	)		(8.1	)		(0.6	)
$3.1 in 2003 and $0.3 in 2002
Comprehensive income	$	290.8		$	198.4		$	189.1
The above financial statement should be read in conjunction with the Notes to Consolidated Financial Statements.

ENERGIZER HOLDINGS, INC.
CONSOLIDATED BALANCE SHEET
(Dollars in millions, except per share data)
	SEPTEMBER 30,
		2004			2003
Assets
Current assets
Cash and cash equivalents	$	109.1		$	71.7
Restricted cash		3.6			-
Trade receivables, net		628.5			432.3
Inventories		459.7			430.6
Other current assets		175.8			308.5
Total current assets		1,376.7			1,243.1
Property, plant and equipment, net		705.6			701.2
Goodwill		361.2			330.2
Other intangible assets		308.2			308.8
Other assets		164.0			148.8
Total	$	2,915.7		$	2,732.1
Liabilities and Shareholders Equity
Current liabilities
Current maturities of long-term debt	$	20.0		$	20.0
Notes payable		162.3			66.1
Accounts payable		220.5			213.2
Other current liabilities		505.1			428.2
Total current liabilities		907.9			727.5
Long-term debt		1,059.6			913.6
Other liabilities		366.0			283.0
Shareholders equity
Preferred stock - $.01 par value, none outstanding		-			-
Common stock $.01 par value, issued 97,048,682 and
96,570,557 at 2004 and 2003, respectively		1.0			1.0
Additional paid-in capital		830.7			811.9
Retained earnings		625.8			367.1
Common stock in treasury, at cost, 24,146,236 shares at 2004
and 11,492,798 shares at 2003		(814.8	)		(288.1	)
Accumulated other comprehensive loss		(60.5	)		(83.9	)
Total shareholders equity		582.2			808.0
Total	$	2,915.7		$	2,732.1
The above financial statement should be read in conjunction with the Notes to Consolidated Financial Statements.

ENERGIZER HOLDINGS, INC.
CONSOLIDATED STATEMENT OF CASH FLOWS
(Dollars in millions)
		YEAR ENDED SEPTEMBER 30,
		2004			2003			2002
Cash Flow from Operations
Net earnings	$	267.4		$	169.9		$	186.4
Adjustments to reconcile net earnings to net cash flow from operations:
Depreciation and amortization		115.8			83.2			57.4
Translation and exchange (gain)/ loss		1.5			(0.2	)		9.7
Deferred income taxes		(14.4	)		(24.7	)		6.7
Other non-cash charges		14.8			2.7			3.8
Other, net		19.6			9.3			(4.2	)
Operating cash flow before changes in working capital		404.7			240.2			259.8
Changes in assets and liabilities used in operations:
Increase in accounts receivable, net		(62.8	)		(70.6	)		(0.8	)
(Increase)/decrease in inventories		(21.9	)		148.0			0.5
(Increase)/decrease in other current assets		78.1			50.2			(86.0	)
Increase in accounts payable		3.8			38.1			9.7
Increase in other current liabilities		83.8			36.2			22.9
Net cash flow from operations		485.7			442.1			206.1
Cash Flow from Investing Activities
Property additions		(121.4	)		(73.0	)		(40.7	)
Acquisition of Schick-Wilkinson Sword, net of cash acquired		-			(960.9	)		-
Proceeds from sale of assets		4.3			9.0			7.3
Other, net		5.8			(0.1	)		-
Net cash used by investing activities		(111.3	)		(1,025.0	)		(33.4	)
Cash Flow from Financing Activities
Net cash proceeds from issuance of long-term debt		205.0			1,341.4			-
Principal payments on long-term debt (including current maturities)		(62.9	)		(590.2	)		(50.0	)
Net cash proceeds from acquisition bridge loan		-			550.0			-
Principal payment of acquisition bridge loan		-			(550.0	)		-
Cash proceeds from issuance of notes payable with maturities greater
than 90 days		-			7.0			6.1
Cash payments on notes payable with maturities greater than 90 days		-			(7.0	)		(13.3	)
Net increase/(decrease) in notes payable with maturities of 90 days or less		44.8			(34.4	)		(10.6	)
Restricted cash as collateral for notes payable		(3.6	)		-			-
Common stock purchased		(542.9	)		(131.4	)		(103.3	)
Proceeds from issuance of common stock		20.7			26.4			8.9
Net cash provided/(used) by financing activities		(338.9	)		611.8			(162.2	)
Effect of exchange rate changes on cash		1.9			8.9			0.4
Net increase in cash and cash equivalents		37.4			37.8			10.9
Cash and cash equivalents, beginning of period		71.7			33.9			23.0
Cash and cash equivalents, end of period	$	109.1		$	71.7		$	33.9
The above financial statement should be read in conjunction with the Notes to Consolidated Financial Statements.

ENERGIZER HOLDINGS, INC.
CONSOLIDATED STATEMENT OF SHAREHOLDERS EQUITY
(Dollars in millions, shares in thousands)
	Dollars									Shares
		2004			2003			2002			2004		2003		2002
Common stock:
Balance at beginning of year		1.0			1.0			1.0			96,571		95,776		95,564
Activity under stock plans		-			-			-			478		795		212
Ending balance		1.0			1.0			1.0			97,049		96,571		95,776
Additional paid-in capital:
Balance at beginning of year		811.9			789.8			784.1
Activity under stock plans		18.8			22.1			5.7
Ending balance		830.7			811.9			789.8
Retained earnings:
Balance at beginning of year		367.1			202.4			17.5
Net earnings		267.4			169.9			186.4
Activity under stock plans		(8.7	)		(5.2	)		(1.5	)
Ending balance		625.8			367.1			202.4
Common stock in treasury:
Balance at beginning of year		(288.1	)		(176.0	)		(79.6	)		(11,493	)	(7,320	)	(3,845	)
Treasury stock purchased		(546.7	)		(131.4	)		(103.3	)		(13,354	)	(4,952	)	(3,789	)
Activity under stock plans		20.0			19.3			6.9			701		779		314
Ending balance		(814.8	)		(288.1	)		(176.0	)		(24,146	)	(11,493	)	(7,320	)
Accumulated other comprehensive (loss)/income:
Cumulative translation adjustment:
Balance at beginning of year		(74.1	)		(110.7	)		(114.0	)
Foreign currency translation adjustment		29.6			36.6			3.3
Ending Balance		(44.5	)		(74.1	)		(110.7	)
Minimum pension liability:
Balance at beginning of year		(9.8	)		(1.7	)		(1.1	)
Adjustment		(6.2	)		(8.1	)		(0.6	)
Ending balance, net of tax of $7.0 in 2004, $4.1 in 2003 and $1.0 in 2002		(16.0	)		(9.8	)		(1.7	)
Total accumulated other comprehensive loss		(60.5	)		(83.9	)		(112.4	)
Total shareholders equity	$	582.2		$	808.0		$	704.8
The above financial statement should be read in conjunction with the Notes to Consolidated Financial Statements.

ENERGIZER HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in millions, except per share data)

(1)Basis of Presentation

Preparation of the financial statements in conformity with generally accepted accounting principles in the United States (GAAP) requires Energizer Holdings, Inc. (the Company) to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities and the reported amounts of revenues and expenses. On an ongoing basis, the Company evaluates its estimates, including those related to customer programs and incentives, product returns, bad debts, inventories, intangible assets and other long-lived assets, income taxes, financing operations, restructuring, pensions and other postretirement benefits, contingencies and acquisitions. Actual results could differ from those estimates.

(2)Summary of Significant Accounting Policies

The Company's significant accounting policies, which conform to GAAP and are applied on a consistent basis among all years presented, except as indicated, are described below.

Principles of Consolidation - The financial statements include the accounts of Energizer and its majority-owned subsidiaries. All significant intercompany transactions are eliminated. Investments in affiliated companies, 20% through 50% owned, are carried at equity.

Foreign Currency Translation - Financial statements of foreign operations where the local currency is the functional currency are translated using end-of-period exchange rates for assets and liabilities, and average exchange rates during the period for results of operations. Related translation adjustments are reported as a component within accumulated other comprehensive income in the shareholders equity section of the Consolidated Balance Sheet.

For foreign operations where the U.S. dollar is the functional currency and for countries that are considered highly inflationary, translation practices differ in that inventories, properties, accumulated depreciation and depreciation expense are translated at historical rates of exchange, and related translation adjustments are included in earnings. Gains and losses from foreign currency transactions are generally included in earnings.

Financial Instruments and Derivative Securities - The Company uses financial instruments, from time to time, in the management of foreign currency, interest rate and other risks that are inherent to its business operations. Such instruments are not held or issued for trading purposes.

Foreign exchange (F/X) instruments, including currency forwards, purchased options and zero-cost option collars, are used primarily to reduce transaction exposures and, to a lesser extent, to manage other translation exposures. F/X instruments used are selected based on their risk reduction attributes and the related market conditions. The terms of such instruments are generally 12 months or less.

For derivatives not designated as hedging instruments for accounting purposes, realized and unrealized gains or losses from such instruments are recognized currently in selling, general and administrative expense or other financing items, net in the Consolidated Statement of Earnings. The Company has not designated any financial instruments as hedges for accounting purposes in the three years ended September 30, 2004.

Cash Equivalents - For purposes of the Consolidated Statement of Cash Flows, cash equivalents are all considered to be highly liquid investments with a maturity of three months or less when purchased.

Accounts Receivable Valuation - Accounts receivable are stated at their net realizable value. The allowance for doubtful accounts reflects the Company’s best estimate of probable losses inherent in the receivables portfolio determined on the basis of historical experience, specific allowances for known troubled accounts and other currently available information. Bad debt expense is included in selling, general and administrative expense in the Consolidated Statement of Earnings.

Inventories - Inventories are valued at the lower of cost or market, with cost generally being determined using average cost or the first-in, first-out (FIFO) method.

Capitalized Software Costs - Capitalized software costs are included in Other Assets. These costs are amortized using the straight-line method over periods of related benefit ranging from three to seven years.

Property at Cost - Expenditures for new facilities and expenditures that substantially increase the useful life of property, including interest during construction, are capitalized. Maintenance, repairs and minor renewals are expensed as incurred. When property is retired or otherwise disposed of, the related cost and accumulated depreciation are removed from the accounts, and gains or losses on the disposition are reflected in earnings.

Depreciation -Depreciationis generally provided on the straight-line basis by charges to costs or expenses at rates based on estimated useful lives. Estimated useful lives range from two to 25 years for machinery and equipment and three to 30 years for buildings. Depreciation expense was $110.0, $80.5 and $57.4 in 2004, 2003 and 2002, respectively.

Goodwill and Other Intangible Assets -Goodwill and indefinite-lived intangibles are not amortized, but are evaluated annually for impairment as part of the Company's annual business planning cycle in the fourth quarter. The fair value of each reporting unit is estimated using the discounted cash flow method.  Intangible assets with finite lives are amortized on a straight-line basis over expected lives of three to 15 years.  Such intangibles are also evaluated for impairment annually.

Impairment of Long-Lived Assets - The Company reviews long-lived assets for impairment whenever events or changes in business circumstances indicate that the remaining useful life may warrant revision or that the carrying amount of the long-lived asset may not be fully recoverable. The Company performs undiscounted cash flow analyses to determine if impairment exists. If impairment is determined to exist, any related impairment loss is calculated based on fair value. Impairment losses on assets to be disposed of, if any, are based on the estimated proceeds to be received, less costs of disposal.

Share-Based Payments - The Company accounts for stock options using the intrinsic value method as prescribed by Accounting Principles Board Opinion (APB 25). Pro forma disclosures required under Statement of Financial Accounting Standards (SFAS) 123, “Accounting for Stock-Based Compensation,” as if the Company had adopted the fair value-based method of accounting for stock options, are presented below. See Note 11 for additional details.

Charges to net earnings for stock-based compensation under APB 25 were $1.8, $1.9 and $2.6 for 2004, 2003 and 2002, respectively. Had cost for stock-based compensation been determined based on the fair value method set forth under SFAS 123, charges to net earnings would have been an additional $6.4, $6.4 and $8.0 for 2004, 2003, and 2002, respectively. Pro forma amounts shown below are for disclosure purposes only and may not be representative of future calculations.

	2004			2003			2002
Net earnings:
As reported	$                   267.4			$                   169.9			$                   186.4
Pro forma adjustments	(6.4)			(6.4)			(8.0)
Pro forma	$	261.0		$	163.5		$	178.4
Basic earnings per share:
As reported	$	3.32		$	1.98		$	2.05
Pro forma adjustments		(0.08	)		(0.08	)		(0.09	)
Pro forma	$	3.24		$	1.90		$	1.96
Diluted earnings per share:
As reported	$	3.21		$	1.93		$	2.01
Pro forma adjustments		(0.08	)		(0.08	)		(0.09	)
Pro forma	$	3.13		$	1.85		$	1.92

Revenue Recognition - The Company's revenue is from the sale of its products.  Revenue is recognized when title, ownership and risk of loss passes to the customer.  Discounts are offered to customers for early payment and an estimate of such discounts is recorded as a reduction of net sales in the same period as the sale.  Our standard sales terms are final and returns or exchanges are not permitted unless a special exception is made; reserves are established and recorded in cases where the right of return does exist for a particular sale.  The Company offers a variety of programs, primarily to its retail customers, designed to promote sales of its products.  Such programs require periodic payments and allowances based on estimated results of specific programs and  are recorded as a reduction to net sales.  The Company accrues at the time of sale the estimated total payments and allowances associated with each transaction.  Additionally, the Company offers programs directly to consumers to promote the sale of its products.  Promotions which reduce the ultimate consumer sale prices are recorded as a reduction of net sales at the time the promotional offer is made, generally using estimated redemption and participation levels.  The Company continually assesses the adequacy of accruals for customer and consumer promotional program costs not yet paid.  To the extent total program payments differ from estimates, adjustments may be necessary. Historically, these adjustments have not been material.

Advertising and Promotion Costs - The Company advertises and promotes its products through national and regional media and expenses such activities in the year incurred. Due to seasonality in the battery business and heavy product launches in the razors and blade business, advertising and promotion costs are expensed ratably to revenues in interim periods. General advertising and promotion costs are expensed over the full year, while product launch activities are expensed over the launch period.

Reclassifications - Certain reclassifications have been made to the prior year financial statements to conform to the current presentation.

Recently Adopted or Issued Accounting Pronouncements - The Company adopted SFAS 146, "Accounting for Exit or Disposal Activities" as of October 1, 2003.  SFAS 146 supercedes EITF Issue No. 94-3 and provides direction for accounting and disclosure regarding specific costs related to an exit or disposal activity. This standard requires companies to recognize costs associated with exit or disposal activities when they are incurred rather than at the date of a commitment to an exit or disposal plan.  Restructuring activities initiated in fiscal 2003 are recorded in accordance with the requirements of SFAS 146.  Restructuring plans initiated in 2002 and prior are recorded in accordance with EITF Issue 94-3 requirements.  

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. The Company adopted SFAS 132 in 2004 and has included the additional disclosures required in 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. FASB Staff Position 106-2 (FSP 106-2), “Accounting and Disclosure Requirements Related to the Medicare Prescription Drug, Improvement and Modernization Act of 2003,” issued in May 2004, requires measurement of the accumulated postretirement benefit obligation (APBO) and net periodic postretirement benefit cost (NPPBC) to reflect the effects of the Act. FSP 106-2 was adopted by the Company in the fourth quarter of fiscal 2004 and did not have a material effect on the Company’s financial statements. Note 12 co ntains disclosures related to FSP 106-2.

The FASB issued an amendment of SFAS 128, “Earnings Per Share,” in December 2003. This statement amends the computational guidance of SFAS 128 for calculating the number of incremental shares included in diluted shares when applying the treasury stock method, eliminates the provision of SFAS 128 that allows the presumption that certain contracts that may be settled in cash or shares will be settled in shares and requires that shares to be issued upon conversion of a manditorily convertible security be included, in the computation of basic EPS from the date that conversion becomes mandatory. This statement is effective for the Company in the first quarter of fiscal 2005.

(3) Acquisition of SWS  

On March 28, 2003, the Company acquired the worldwide Schick-Wilkinson Sword (SWS) business from Pfizer, Inc. for $930 plus acquisition costs and subject to adjustment based on acquired working capital level. The final purchase price and acquisition costs totaled $975.8. A $550.0 bridge loan together with existing available credit facilities and cash were used to fund the acquisition. In 2003, the Company refinanced the bridge loan into longer term financing.

SWS is the second largest manufacturer and marketer of men’s and women’s wet shave products in the world, and its products were marketed in over 80 countries at the time of the acquisition. Its primary markets are the U.S. and Canada, Japan and the larger countries of Western Europe.

The Company views the wet shave products category as attractive within the consumer products industry due to the limited number of manufacturers, the high degree of consumer loyalty and the ability to improve pricing through innovation. The Company believes SWS has high-quality products, a defensible market position and the opportunity to grow sales and margins. The SWS business is compatible with the Company's business in terms of common customers, distribution channels, and geographic presence, which should provide opportunities to leverage the Company's marketing expertise, business organization and scale globally.

The following reflects the assets and liabilities acquired by the Company in the SWS acquisition. Such asset and liability amounts are based on management’s best estimates using valuation methods described below as of September 30, 2003 and reflect the working capital adjustments required by the acquisition agreement.

Acquired SWS Assets and Liabilities at March 28, 2003
Cash	$                          14.9
Receivables	139.4
Inventories	201.9
Other current assets		50.0
Total current assets		406.2
Property, plant and equipment		247.0
Goodwill		281.6
Other intangible assets		233.4
Other assets		6.6
Total assets acquired		1,174.8
Accounts payable		47.7
Other current liabilities		88.5
Total current liabilities		136.2
Other liabilities		62.8
Total liabilities		199.0
Net assets acquired	$	975.8

The valuation reflected in the table above, was revised in 2004 after final settlement of purchase price and adjustments thereto with the seller and final allocation of intangible assets by country. The final allocation of intangible asset value did not change the total assigned value, but did change the amount allocated to specific countries. Because of varying local tax treatment of goodwill and intangible assets, such allocations impacted the required level of related deferred taxes. The net result of all adjustments made in 2004 was to increase goodwill by $19.3 with a corresponding net increase in tax liabilities.

Assets and liabilities in the table above were valued as follows:

·    Accounts receivable were valued at fair market value, which reflects an estimate for uncollectible accounts.

·   SWS inventory acquired is reflected in the table above and in the Company’s historical financial statements at fair value, as required by GAAP. The fair value of finished goods acquired is sales value, less costs to sell and a reasonable profit margin on the selling activity. As such, the inventory is valued equivalent to what a distributor would pay, rather than the historical cost basis of a manufacturer of such inventory. This accounting resulted in an allocation of purchase price to acquired inventory which was $89.7 higher than the historical manufactured cost of SWS (the SWS inventory write-up). Inventory value and cost of products sold will be based on the post-acquisition SWS production costs for all product manufactured after the acquisition date. The entire $89.7 of the SWS inventory write-up was recognized in cost of products sold in 2003, reducing net earnings by $58.3, after taxes.

·   Fair values of real and personal property were determined utilizing the cost approach whereby the replacement/reproduction cost new was estimated and then adjusted for physical depreciation and applicable forms of obsolescence. Land values were a relatively small portion of the fixed asset total and were recorded at estimated fair market value.

·   Other intangible assets include tradenames, technology and patents, and customer-related intangibles. Such intangible assets were valued at fair value as of the acquisition date using appropriate valuation methodologies for each class. Tradenames were valued using the Relief from Royalties Method, a form of the Income Approach, which values the cost savings associated with owning rather than licensing the tradename. Fair values were developed for each brand using future revenue estimates and appropriate royalty rates. Technology and Patents were also valued using the Relief from Royalty Method, valuing each key technological aspect of SWS products. Customer-related intangibles were valued using the Residual Income or Multi-Period Excess Earnings Method, a form of the Income Approach, which values SWS' relationships with its customers. Valuations for all of these intangible classes were performed on an after-tax, present value basis using appropriate tax and discount rates.

·   Liabilities were valued at the present value of estimated amounts to be paid in the future.

·   Goodwill represents the residual aggregate purchase price after all tangible and identified intangible assets have been valued, offset by the value of liabilities assumed. The aggregate purchase price was derived from a competitive bidding process and negotiations and was influenced by the Company’s assessment of the value of the overall SWS business in combination with the Energizer business. The significant goodwill value is reflective of the Company’s view that the SWS business can generate strong cash flow, and sales and earnings growth following acquisition.

The Consolidated Statement of Earnings includes results of SWS operations for fiscal 2004 and the final six months of fiscal 2003. The following table represents the Company's pro forma consolidated results of operations as if the acquisition of SWS had occurred at the beginning of each period presented. Such results have been prepared by adjusting the historical Company results to include SWS results of operations and incremental interest and other expenses related to acquisition debt. The pro forma results do not include any cost savings resulting from the combination of Energizer and SWS operations. The pro forma results may not necessarily reflect the consolidated operations that would have existed had the acquisition been completed at the beginning of such periods nor are they necessarily indicative of future results.

	Unaudited Pro Forma for the Year
			Ended September 30,
			2003		2002
Net sales		$	2,544.5	$	2,364.8
Net earnings			167.9		195.4
Basic earnings per share			1.95		2.15
Diluted earnings per share			1.90		2.11

(4)  Restructuring Activities

In March 2002, the Company adopted a restructuring plan to reorganize certain European selling, management, administrative and packaging activities. The total cost of this plan was $6.7 before taxes. These restructuring charges consist of $5.2 for cash severance payments, $1.0 of other cash charges and $0.5 in enhanced pension benefits. As of September 30, 2004, 55 employees had been terminated under the plan and all activities under the plan have been completed.

During fiscal 2001, the Company adopted restructuring plans to eliminate carbon zinc capacity, and to reduce and realign certain selling, production, research and administrative functions. In 2002, the Company recorded provisions for restructuring of $1.4 related to the 2001 plan and recorded net reversals of previously recorded restructuring charges of $0.4.

The 2001 restructuring plans improved the Company’s operating efficiency, downsized and centralized corporate functions, and decreased costs. One carbon zinc production facility in Mexico was closed in early 2002. A total of 539 employees were terminated, consisting of 340 production and 199 sales, research and administrative employees, primarily in the U.S. and Latin America. The 2001 restructuring plan yielded pre-tax savings of $14.3 in 2002 and $16.5 in 2003 and beyond.

The Company continues to review its battery production capacity and its business structure in light of pervasive global trends, including the evolution of technology. Future restructuring activities and charges may be necessary to optimize its production capacity. Such charges may include impairment of production assets and employee termination costs.

The carrying value of assets held for disposal under several previous restructuring plans was $6.3 at September 30, 2004.

The following table presents, by major cost component and by year of provision, activity related to the restructuring charges discussed above during fiscal years 2004, 2003 and 2002, including any adjustments to the original charges:

	2002 Rollforward										2003 Rollforward									2004 Rollforward
	Beginning		Provision/						Ending		Beginning		Provision/					Ending		Beginning		Provision/					Ending
	Balance		(Reversals)			Activity			Balance		Balance		(Reversals)		Activity			Balance		Balance		(Reversals)		Activity			Balance
2001 Plan
Termination benefits	$         5.3		$           1.3			$    (5.7		)	$       0.9		$          0.9		$              -		$   (0.9		)	$          -		$             -		$              -		$         -			$          -
Other cash costs	3.9		0.1			(3.8		)	0.2		0.2		-		(0.2		)	-		-		-		-			-
Fixed asset impairments		-		(0.4	)		0.4			-		-		-		-			-		-		-		-			-
Total		9.2		1.0			(9.1	)		1.1		1.1		-		(1.1	)		-		-		-		-			-
All Other Plans
Termination benefits		-		5.7			(0.3	)		5.4		5.4		0.1		(3.2	)		2.3		2.3		-		(2.3	)		-
Other cash costs		-		1.0			(0.2	)		0.8		0.8		0.1		(0.8	)		0.1		0.1		-		(0.1	)		-
Total		-		6.7			(0.5	)		6.2		6.2		0.2		(4.0	)		2.4		2.4		-		(2.4	)		-
Grand Total	$	9.2	$	7.7		$	(9.6	)	$	7.3	$	7.3	$	0.2	$	(5.1	)	$	2.4	$	2.4	$	-	$	(2.4	)	$	-

(5)  Accounts Receivable Write-down

On January 23, 2002, Kmart filed for Chapter 11 bankruptcy protection. The Company’s Special Purpose Entity (SPE) (see Note 15) had pre-petition accounts receivable from Kmart of $20.0. In the year ended September 30, 2002, the Company recorded total charges related to such receivables of $15.0 pre-tax, or $9.3 after-tax.

In 2004, the Company received shares of Kmart stock with a market value at the date of receipt of $4.3 as part of a settlement agreement related to the Kmart bankruptcy. All such stock was sold by September 30, 2004. Future additional settlements are possible in 2005 or upon final settlement, which has not yet occurred.

(6)  Intellectual Property Rights Income

The Company entered into agreements to license certain intellectual property to other parties in separate transactions. Such agreements do not require any future performance by the Company, thus all committed consideration was recorded as income at the time each agreement was executed. The Company recorded income related to such agreements of $1.5 pre-tax, or $0.9 after-tax, and $8.5 pre-tax, or $5.2 after-tax, in the years ended September 30, 2004 and 2003, respectively.

(7)  Fixed Asset Impairment

The Company recorded a pre-tax charge in 2004 for asset impairment of $4.2 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, the Company recorded a $1.9 pre-tax asset impairment charge in 2004 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.

(8)  Goodwill and Intangible Assets and Amortization

The Company monitors changing business conditions, which may indicate that the remaining useful life of goodwill and other intangible assets may warrant revision or carrying amounts may require adjustment.

Goodwill and intangible assets deemed to have an indefinite life are not amortized, but tested at least annually for impairment of value. The Company had indefinite-lived trademarks and tradenames of $263.1 at September 30, 2004. Intangible assets with finite lives are amortized over those useful lives.

As battery businesses have been acquired in the past, the Company has allocated goodwill and other intangible assets to individual countries or areas. The battery business intangible assets are comprised of trademarks primarily related to the Energizer brand. Such intangible assets are deemed indefinite-lived.

With the acquisition of SWS, additional indefinite-lived trademarks, and additional tradenames, technology, patents and customer-related intangibles with lives ranging from five to 15 years were incorporated into the Company’s financial statements.

As part of its business planning cycle, the Company performed its annual impairment test in the fourth quarter of fiscal 2004, 2003 and 2002. Separate impairment testing of the Company’s reporting units was performed at the area level (North America, Europe, Asia Pacific and Latin America) within each reporting segment of the Company. The fair value of each area reporting unit was estimated using the discounted cash flow method.

During 2003, the Company recorded goodwill related to the SWS acquisition of $281.6. The following table represents the carrying amount of goodwill by segment at September 30, 2004:

	North America		International		Razors &
	Battery		Battery		Blades		Total
Balance at October 1, 2003	$                     24.7		$                     13.3		$                   292.2		$                   330.2
Adjustment to SWS opening balance sheet (Note 3)		-		-		19.3		19.3
Cumulative translation adjustment		-		0.7		11.0		11.7
Balance at September 30, 2004	$	24.7	$	14.0	$	322.5	$	361.2

The amount of intangible assets acquired from the SWS acquisition is as follows:

			Wtd-Average
	Amount		Amortization
	Acquired		Period (in years)
To be amortized:
Tradenames	$                      10.5		9.8
Technology and patents		34.3		11.1
Customer-related		6.4		10.0
		51.2
Indefinite-lived:
Tradenames		182.2
Total acquired intangible assets	$	233.4

Total amortizable intangible assets at September 30, 2004 are as follows:

	Gross		Accumulated
	Carrying Amount		Amortization			Net
Tradenames	$	12.0	$	(1.7	)	$	10.3
Technology and patents		35.3		(5.0	)		30.3
Customer-related		6.6		(2.1	)		4.5
Total amortizable intangible assets	$	53.9	$	(8.8	)	$	45.1

The estimated amortization expense for amortizable intangible assets is $5.8 for each of the years ended September 30, 2005 through 2009.

(9)  Income Taxes

The provisions for income taxes consisted of the following for the years ended September 30:

	2004			2003			2002
Currently payable:
United States - Federal	$                     62.6			$                     48.5			$                     52.5
State	5.1			7.4			8.4
Foreign		37.3			36.5			24.4
Total current		105.0			92.4			85.3
Deferred:
United States - Federal		(2.6	)		(5.2	)		7.7
State		(0.2	)		(0.5	)		1.2
Foreign		(11.6	)		(19.0	)		(2.2	)
Total deferred		(14.4	)		(24.7	)		6.7
Provision for income taxes	$	90.6		$	67.7		$	92.0

The source of pre-tax earnings was:

	2004		2003		2002
United States	$                   166.4		$                   141.9		$                   191.3
Foreign		191.6		95.7		87.1
Pre-tax earnings	$	358.0	$	237.6	$	278.4

A reconciliation of income taxes with the amounts computed at the statutory federal rate follows:

	2004						2003						2002
Computed tax at federal statutory rate	$          125.3			35.0%			$           83.2			35.0%			$           97.4			35.0%
State income taxes, net of federal tax benefit	3.2			0.9			4.5			1.9			6.2			2.2
Foreign tax less than the domestic rate	(26.1		)	(7.3		)	(5.0		)	(2.1		)	(5.6		)	(2.0		)
Foreign benefits recognized related to prior years' losses	(16.2		)	(4.5		)	(12.2		)	(5.1		)	(6.7		)	(2.4		)
Adjustments to prior year tax accruals		(8.5	)		(2.4	)		(7.0	)		(3.0	)		(5.1	)		(1.8	)
Taxes on repatriation of foreign earnings		10.7			3.0			1.7			0.8			2.5			0.9
Other, net		2.2			0.6			2.5			1.0			3.3			1.2
Total	$	90.6			25.3	%	$	67.7			28.5	%	$	92.0			33.1	%

The deferred tax assets and deferred tax liabilities recorded on the balance sheet as of September 30 are as follows and include current and non-current amounts:

	2004			2003
Deferred tax liabilities:
Depreciation and property differences	$ (93.0		)	$ (92.6		)
Intangible assets	(31.2		)	(8.2		)
Pension plans		(38.6	)		(36.6	)
Other tax liabilities, non-current		(5.1	)		(2.7	)
Gross deferred tax liabilities		(167.9	)		(140.1	)
Deferred tax assets:
Accrued liabilities		99.4			93.8
Tax loss carryforwards and tax credits		33.4			32.6
Intangible assets		42.3			47.5
Postretirement benefits other than pensions		32.4			33.9
Inventory differences		16.9			13.9
Other tax assets, non-current		14.7			8.2
Gross deferred tax assets		239.1			229.9
Valuation allowance		(21.0	)		(27.3	)
Net deferred tax assets	$	50.2		$	62.5

Tax loss carryforwards of $2.9 expired in 2004. Future expirations of tax loss carryforwards and tax credits, if not utilized, are as follows: 2005, $0.9; 2006, $1.1; 2007, $1.8; 2008, $6.0; 2009, $2.1; thereafter or no expiration, $21.5. The valuation allowance is primarily attributed to tax loss carryforwards, tax credits and certain accrued liabilities outside the U.S. The valuation allowance decreased $6.3 in 2004 primarily due to projected utilization in future years that are deemed more likely than not.

 At September 30, 2004, approximately $273.1 of foreign subsidiary net earnings was considered permanently invested in those businesses. Accordingly, U.S. income taxes have not been provided for such earnings. It is not practicable to determine the amount of unrecognized deferred tax liabilities associated with such earnings.

(10)  Earnings Per Share

For each period presented below, basic earnings per share is based on the average number of shares outstanding during the period. Diluted earnings per share is based on the average number of shares used for the basic earnings per share calculation, adjusted for the dilutive effect of stock options and restricted stock equivalents.

The following table sets forth the computation of basic and diluted earnings per share (shares in millions):

	FOR THE YEAR ENDED SEPTEMBER 30,
	2004		2003		2002
Numerator:
Net earnings for basic and dilutive earnings per share	$	267.4	$	169.9	$	186.4
Denominator:
Weighted-average shares - basic		80.6		85.9		91.0
Effect of dilutive securities
Stock options		2.0		1.6		1.2
Restricted stock equivalents		0.8		0.7		0.6
Total dilutive securities		2.8		2.3		1.8
Weighted-average shares - diluted		83.4		88.2		92.8
Basic net earnings per share	$	3.32	$	1.98	$	2.05
Diluted net earnings per share	$	3.21	$	1.93	$	2.01

(11)  Share-Based Payments

The Company's 2000 Incentive Stock Plan (the Plan) was adopted by the Board of Directors in March 2000 and approved by shareholders, with respect to future awards which may be granted under the Plan, at the 2001 Annual Meeting of Shareholders. Under the Plan, awards to purchase shares of the Company's common stock (ENR stock) may be granted to directors, officers and key employees. A maximum of 15.0 million shares of ENR stock was approved to be issued under the Plan. At September 30, 2004, 2003 and 2002, respectively, there were 4.2 million, 4.9 million and 6.1 million shares available for future awards.

Options that have been granted under the Plan have been granted at the market price on the grant date and generally vest ratably over three to five years. Awards have a maximum term of 10 years.

Restricted stock and restricted stock equivalent awards may also be granted under the Plan. During 2003 and 2002, the Board of Directors approved the grants of up to 40,000 and 20,000 restricted stock equivalents, respectively, to a group of officers, key employees and directors upon their purchase of an equal number of shares of ENR stock within a specified period. The Board approved the grants of similar restricted stock equivalents in prior years, but none in 2004. The restricted stock equivalents vest three years from their respective dates of grant and convert into unrestricted shares of ENR stock at that time, or, at the recipient's election, will convert at the time of the recipient's retirement or other termination of employment. During fiscal 2004, 2003 and 2002 respectively, 20,000, 10,000 and 37,700 restricted stock equivalents ha d been granted based on the activity of the Board of Directors described above. In fiscal 2004 and 2003, the Board of Directors also approved the grants of 74,000 and 272,000 restricted stock equivalents, respectively, which vest over a seven and nine year period, respectively, to a group of officers and key employees. The weighted-average fair value for restricted stock equivalents granted in 2004, 2003 and 2002 was $38.77, $28.52 and $18.97, respectively.

Under the terms of the Plan, option shares and prices, and restricted stock and stock equivalent awards, are adjusted in conjunction with stock splits and other recapitalizations so that the holder is in the same economic position before and after these equity transactions.

The Company also permits deferrals of bonus and salary and, for directors, retainers and fees, under the terms of its Deferred Compensation Plan. Under this plan, employees or directors deferring amounts into the Energizer Common Stock Unit Fund are credited with a number of stock equivalents based on the fair value of ENR stock at the time of deferral. In addition, the participants were credited with an additional number of stock equivalents, equal to 25% for employees and 33 1/3% for directors, of the amount deferred. This additional company match vests immediately for directors and three years from the date of initial crediting for employees. Amounts deferred into the Energizer Common Stock Unit Fund, and vested company matching deferrals, may be transferred to other investment options offered under the plan. At the time of termination of employment, or for directors, at the time of termination of service on the Board, or at such other time for distribution which may be elected in advance by the participant, the number of equivalents then credited to the participant's account is determined and then an amount in cash equal to the fair value of an equivalent number of shares of ENR stock is paid to the participant.

Had the provisions of SFAS 123 been applied, the Company's net earnings and earnings per share would have been reduced to the pro forma amounts indicated in Note 2. The weighted-average fair value of options granted in fiscal 2004, 2003 and 2002 was $14.81, $9.37 and $9.65 per option, respectively. This was estimated at the grant date using the Black-Scholes option-pricing model with the following weighted-average assumptions:

	2004	2003	2002
Risk-free interest rate	3.92%	3.47%	4.70%
Expected life of option	7.5 years	7.5 years	7.5 years
Expected volatility of ENR stock	19.4%	19.5%	19.0%
Expected dividend yield on ENR stock	- %	- %	- %

A summary of nonqualified ENR stock options outstanding is as follows (shares in millions):

	2004					2003					2002
	Shares			Weighted-Average Exercise Price		Shares			Weighted-Average Exercise Price		Shares			Weighted-Average Exercise Price
Outstanding on October 1,	7.12			$              19.75		7.69			$              18.14		7.71			$              17.54
Granted		0.68			43.98		0.95			28.99		0.52			26.34
Exercised		(1.15	)		18.04		(1.52	)		17.37		(0.52	)		17.31
Cancelled		(0.03	)		26.04		-			-		(0.02	)		19.80
Outstanding on September 30,		6.62			22.49		7.12			19.75		7.69			18.14
Exercisable on September 30,		3.99		$	18.08		3.36		$	17.67		3.04		$	17.52

Information about ENR nonqualified options at September 30, 2004 is summarized below (shares in millions):

	Outstanding Stock Options					Exercisable Stock Options
Range of Exercise Prices		Shares	Weighted-Average Remaining Contractual Life (Years)		Weighted-Average Exercise Price		Shares		Weighted-Average Exercise Price
$16.81 to $25.05		4.77	5.8	$	17.76		3.83	$	17.61
$25.21 to $37.84		1.17	8.5	$	29.33		0.16	$	29.25
$37.85 to $44.67		0.68	9.4	$	43.98		-		-
		6.62	6.6	$	22.49		3.99	$	18.08

(12)   Pension Plans and Other Postretirement Benefits

The Company has several defined benefit pension plans covering substantially all of its employees in the U.S. and certain employees in other countries. The plans provide retirement benefits based on years of service and earnings. In 2003, the Company assumed defined benefits for certain active SWS employees at the acquisition date. Such employees were covered by the Company’s defined benefit plans following the acquisition.

During the fourth quarter of fiscal 2004, the Company announced a Voluntary Enhanced Retirement Option (VERO) offered to approximately 600 eligible employees in the U. S. of which 321 employees accepted. A charge of $15.2, pre-tax, was recorded during the fourth quarter of fiscal 2004 related to the VERO and certain other special pension benefits, and the estimated impact of such benefits on the Company's pension plan is reflected in the amounts presented below.

The Company also sponsors or participates in a number of other non-U.S. pension arrangements, including various retirement and termination benefit plans, some of which are required by local law or coordinated with government-sponsored plans, which are not significant in the aggregate and therefore are not included in the information presented below.

The Company currently provides other postretirement benefits, consisting of health care and life insurance benefits for certain groups of retired employees. Retiree contributions for health care benefits are adjusted periodically, as total costs of the program change. In 2001, the plan was amended such that there will not be an increase in the Company’s contribution rate beyond the level of subsidy to be provided for in calendar 2002. Due to this plan amendment, cost trend rates no longer materially impact the plan.

The following tables present the benefit obligation, plan assets and funded status of the plans:

	Pension						Postretirement
September 30,	2004			2003			2004			2003
Change in Projected Benefit Obligation:
Benefit obligation at beginning of year	$	566.1		$	447.7		$	51.4		$	49.7
Service cost		24.0			20.5			0.2			0.2
Interest cost		32.0			29.0			3.1			3.1
Plan participants' contributions		1.0			0.7			-			-
Actuarial (gain)/loss		34.5			7.5			1.3			0.5
Benefit obligation assumed in SWS acquisition		-			70.1			-			-
Benefits paid		(27.6	)		(22.9	)		(2.3	)		(2.8	)
Special termination benefits		15.2			-			-			-
Foreign currency exchange rate changes		8.0			13.5			(0.2	)		0.7
Projected benefit obligation at end of year	$	653.2		$	566.1		$	53.5		$	51.4
Change in Plan Assets:
Fair value of plan assets at beginning of year	$	557.3		$	463.0		$	1.9		$	2.3
Actual return on plan assets		65.1			78.0			-			(0.4	)
Company contributions		9.0			2.9			2.1			2.7
Plan participants' contributions		1.0			0.8			4.0			3.2
Assets acquired in SWS acquisition		-			27.2			-			-
Benefits paid		(27.6	)		(22.9	)		(6.3	)		(5.9	)
Foreign currency exchange rate changes		3.8			8.3			0.2			-
Fair value of plan assets at end of year	$	608.6		$	557.3		$	1.9		$	1.9
Plan Assets by Category at End of Year:
Equity securities		66	%		64	%		0	%		0	%
Debt securities		32	%		34	%		0	%		0	%
Other		2	%		2	%		100	%		100	%
		100	%		100	%		100	%		100	%

	Pension						Postretirement
September 30,	2004			2003			2004			2003
Funded Status:
Funded status of the plan	$              (44.6		)	$               (8.8		)	$              (51.6		)	$              (49.5		)
Unrecognized net loss/(gain)	79.6			62.2			(0.4		)	(1.7		)
Unrecognized prior service cost	7.0			4.0			(35.4		)	(37.9		)
Unrecognized net transition asset		1.6			1.7			-			-
Prepaid (accrued) benefit cost	$	43.6		$	59.1		$	(87.4	)	$	(89.1	)
Amounts Recognized in the Consolidated Balance Sheet:
Prepaid benefit cost	$	109.5		$	117.3		$	-		$	-
Accrued benefit liability		(89.0	)		(72.3	)		(87.4	)		(89.1	)
Intangible asset		0.1			0.2			-			-
Accumulated other comprehensive income		23.0			13.9			-			-
Net amount recognized	$	43.6		$	59.1		$	(87.4	)	$	(89.1	)

The funded status presented above consists of the following over and (under) funded plans:

	September 30,
	2004			2003
U.S. Qualified Plan	$	70.0		$	81.6
All other plans		(114.6	)		(90.4	)
Total	$	(44.6	)	$	(8.8	)

The Company expects to contribute $8.2 to its pension plans and $2.9 to its other postretirement benefit plans in 2005. The Company’s expected future benefit payments are as follows:

	September 30,
	Pension	Postretirement
2005	$ 32.1	$ 3.1
2006	33.9	3.2
2007	38.2	3.3
2008	41.7	3.4
2009	46.2	3.5
2010 to 2014	301.2	18.2

The accumulated benefit obligation for defined benefit pension plans was $572.7 and $503.9 at September 30, 2004 and 2003, respectively. The information for pension plans with an accumulated benefit obligation in excess of plan assets is as follows:

	September 30,
	2004		2003
Projected benefit obligation	$	151.7	$	137.9
Accumulated benefit obligation		121.3		117.7
Fair value of plan assets		39.9		48.9

Pension plan assets in the U.S. plan represent 84% of assets in all of the Company’s defined benefit pension plans. Investment policy for the U.S. plan includes a mandate to diversify assets and invest in a variety of asset classes to achieve that goal. The U.S. plan's assets are currently invested in several funds representing most standard equity and debt security classes. The broad target allocations are: (a) equities, including U.S. and foreign, 65%, (b) debt securities, including higher-quality and lower-quality U.S. bonds: 35% and (c) other: <1%. The U.S. plan held 1.0 million and 1.5 million shares of ENR stock at September 30, 2004 and 2003, respectively, with a market value $45.9 and $55.0, respectively. Investment objectives are similar for non-U.S. pension arrangements, subject to local regulations.

The following table presents pension and postretirement expense:

	September 30,
	Pension									Postretirement
	2004			2003			2002			2004			2003			2002
Service cost	$ 24.3			$ 20.5			$ 16.7			$ 0.2			$ 0.2			$ 0.1
Interest cost		32.3			29.0			26.9			3.1			3.1			3.6
Expected return on plan assets		(48.1	)		(45.5	)		(48.9	)		(0.1	)		-			-
Amortization of unrecognized prior service cost		-			(0.1	)		-			(2.5	)		(2.4	)		(2.4	)
Amortization of unrecognized transition asset		1.7			0.3			0.3			-			-			-
Recognized net actuarial (gain)/loss		0.4			2.0			(1.3	)		-			-			-
Net periodic benefit cost/(income)	$	10.6		$	6.2		$	(6.3	)	$	0.7		$	0.9		$	1.3

The following table presents assumptions, which reflect weighted-averages for the component plans, used in determining the above information:

	September 30,
	Pension					Postretirement
		2004		2003			2004		2003
Discount rate		5.8	%	5.8	%		6.0	%	6.1	%
Expected long-term rate of return on plan assets		8.1	%	8.1	%		-		-
Compensation increase rate		4.1	%	4.4	%		-		-

The expected return on plan assets was determined based on historical and expected future returns of the various asset classes, using the target allocations described below. Specifically, the expected return on equities (U.S. and foreign combined) is 9.6%, and the expected return on debt securities (including higher-quality and lower-quality bonds) is 5.7%.

(13)  Defined Contribution Plan

The Company sponsors a defined contribution plan, which extends participation eligibility to substantially all U.S. employees. The Company matches 50% of participants' before-tax contributions up to 6% of eligible compensation. In addition, participants can make after-tax contributions into the plan. The participant’s first 1% of eligible compensation after-tax contribution is matched with a 325% Company contribution to the participant’s pension plan. Amounts charged to expense during fiscal 2004, 2003 and 2002 were $5.4, $4.4 and $4.0, respectively, and are reflected in selling, general and administrative expense in the Consolidated Statement of Earnings.

As of March 29, 2003, U.S. employees of the newly acquired SWS business were eligible to participate in the Company’s defined contribution plan, but, as mandated by the terms of the Stock and Asset Purchase Agreement with Pfizer, Inc. relating to the acquisition of SWS (the Acquisition Agreement), until January 1, 2004, the Company was required to match 100% of the first 3% of compensation contributed and 50% of the next 3% of compensation contributed, consistent with the terms of the Pfizer-sponsored defined contribution plan in which they had previously participated. Contributions could be on either a before-tax or after-tax basis. As of January 1, 2004, U. S. participants received matching contributions in accordance with the terms of the Company’s defined contribution plan, but, as dictated by the terms of the Acquisition Agree ment, will also receive, until March 28, 2005, an additional contribution of 3.5% of compensation to the participant’s pension plan.

(14)   Debt

Notes payable at September 30, 2004 and 2003 consisted of notes payable to financial institutions with original maturities of less than one year of $162.3 and $66.1, respectively, and had a weighted-average interest rate of 3.0% and 3.7%, respectively.

In September 2003, the Company prepaid $160.0 in long-term debt with interest rates ranging from 7.8% to 8.0% and maturity dates in 2005, 2007 and 2010. The payment of the debt was funded with short-term borrowings and available cash. In September 2003, the Company recorded a $20.0 pre-tax charge, or $12.4 after-tax, related to this prepayment, which is recorded in other financing, net in the Consolidated Statement of Earnings.

The detail of long-term debt at September 30 is as follows:

	2004	2003
Private Placement, fixed interest rates ranging from 2.3% to 4.3%, due 2006 to 2013	$ 375.0	$ 375.0
Private Placement, variable interest at LIBOR + 65 to 75 basis points, or ranging from 2.6% to 2.7% and 1.8% to 1.9%, at September 30, 2004 and 2003, respectively, due 2008 to 2013	325.0	325.0
Singapore Syndication, U.S. Dollar loan, variable interest at SIBOR + 1%, or 2.2% and 2.1% at September 30, 2004 and 2003, respectively, due 2004 to 2008	105.0	125.0
Singapore Dollar Revolving Credit Facility, variable interest rate, 1.9% and 1.6% at September 30, 2004 and 2003, respectively, due 2006	39.6	78.6
Revolving Credit Facility, variable interest rate, 3.0% and 1.9% at September 30, 2004 and 2003, respectively, due 2006	235.0	30.0
	1,079.6	933.6
Less current portion	20.0	20.0
Total long-term debt	$ 1,059.6	$ 913.6

The Company maintains total committed debt facilities of $1,239.0, of which $155.8 remained available as of September 30, 2004.

Under the terms of the facilities, the ratio of the Company's total indebtedness to its EBITDA cannot be greater than 3.5 to 1 and the ratio of its EBIT to total interest expense must exceed 3 to 1. Additional restrictive covenants exist under current debt facilities. Failure to comply with the above ratios or other covenants could result in acceleration of maturity, which could trigger cross defaults on other borrowings. The Company believes that covenant violations resulting in acceleration of maturity is unlikely. The Company’s fixed rate debt is callable by the Company, subject to a “make whole” premium, which would be required to the extent the underlying benchmark U.S. treasury yield has declined since issuance.

Aggregate maturities on all long-term debt at September 30, 2004 are as follows: $20.0 in 2005, $314.6 in 2006, $40.0 in 2007, $115.0 in 2008, $20.0 in 2009, and $570.0 thereafter.

In November, 2004 the Company entered into two new financing agreements. A $300.0 long-term debt financing was completed, with maturities of three, five and seven years and with fixed rates ranging from 3.44% to 4.38%. Proceeds from these notes were used to pay down all existing long-term debt in the revolving credit facility and to partially retire short-term debt within the secured financing. In addition, the Company renegotiated its existing revolving credit facility in order to extend the maturity to five years and to realize more favorable borrowing spreads.

(15)   Sale of Accounts Receivable

The Company routinely sells a pool of U.S. accounts receivable through a financing arrangement between Energizer Receivables Funding Corporation (the SPE), which is a bankruptcy-remote special purpose entity subsidiary of the Company, and an outside party (the Conduit). The terms of the arrangement were amended in April 2004 providing, among other things, the ability of the Company to re-purchase accounts receivable sold to the Conduit if it so chooses. Under the amended structure, funds received from the Conduit are treated as borrowings rather than proceeds of accounts receivables sold for accounting purposes. Prior to the amendment, this financing arrangement was required to be accounted for as a sale of receivables, representing “off balance sheet financing”. Under accounting required for the former agreement, reported balance sheet captions were higher or lower than such amounts would have been reported under the amended structure as presented below.

	As of September 30,
	2003
Additional accounts receivable	$ 175.7
Additional notes payable	75.0
Lower other current assets	100.7

(16)   Preferred Stock

The Company’s Articles of Incorporation authorize the Company to issue up to 10 million shares of $.01 par value of preferred stock. During the three years ended September 30, 2004, there were no shares of preferred stock outstanding.

(17)   Shareholders Equity

On March 16, 2000, the Board of Directors declared a dividend of one share purchase right (Right) for each outstanding share of ENR common stock. Each Right entitles a shareholder of ENR stock to purchase an additional share of ENR stock at an exercise price of $150.00, which price is subject to anti-dilution adjustments. Rights, however, may only be exercised if a person or group has acquired, or commenced a public tender for 20% or more of the outstanding ENR stock, unless the acquisition is pursuant to a tender or exchange offer for all outstanding shares of ENR stock and a majority of the Board of Directors determines that the price and terms of the offer are adequate and in the best interests of shareholders (a Permitted Offer). At the time that 20% or more of the outstanding ENR stock is actually acquired (other than in connection with a Permitted Offer), the exercise price of each Right will be adjusted so that the holder (other than the person or member of the group that made the acquisition) may then purchase a share of ENR stock at one-third of its then-current market price. If the Company merges with any other person or group after the Rights become exercisable, a holder of a Right may purchase, at the exercise price, common stock of the surviving entity having a value equal to twice the exercise price. If the Company transfers 50% or more of its assets or earnings power to any other person or group after the Rights become exercisable, a holder of a Right may purchase, at the exercise price, common stock of the acquiring entity having a value equal to twice the exercise price.

The Company can redeem the Rights at a price of $.01 per Right at any time prior to the time a person or group actually acquires 20% or more of the outstanding ENR stock (other than in connection with a Permitted Offer). In addition, following the acquisition by a person or group of at least 20%, but not more than 50% of the outstanding ENR stock (other than in connection with a Permitted Offer), the Company may exchange each Right for one share of ENR stock. The Company's Board of Directors may amend the terms of the Rights at any time prior to the time a person or group acquires 20% or more of the outstanding ENR stock (other than in connection with a Permitted Offer) and may amend the terms to lower the threshold for exercise of the Rights. If the threshold is reduced it cannot be lowered to a percentage that is less than 10% or, if any s hareholder holds 10% or more of the outstanding ENR stock at that time, the reduced threshold must be greater than the percentage held by that shareholder. The Rights will expire on April 1, 2010.

At September 30, 2004, there were 300 million shares of ENR stock authorized, of which approximately 10.8 million shares were reserved for issuance under the 2000 Incentive Stock Plan.

Beginning in September 2000, Energizer’s Board of Directors has approved a series of resolutions authorizing the repurchase of shares of Energizer’s common stock, with no commitments by the Company to repurchase such shares. Most recently, the Board of Directors approved the repurchase of up to an additional 10 million shares, which resolution replaced all previous authorizations. During fiscal year 2004, approximately 13.4 million shares were purchased for $546.7. Subsequent to September 30, 2004 and through November 15, 2004, approximately 0.6 million shares were purchased for $25.0 under the most recent authorization, pursuant to the terms of a Rule 10b5-1 Repurchase Plan entered into with an independent broker. As of November 15, 2004 there are 7.7 million shares remaining under the current authorization.

(18)   Financial Instruments and Risk Management

Foreign Currency Contracts - At times, the Company enters into foreign exchange forward contracts and, to a lesser extent, purchases options and enters into zero-cost option collars to mitigate potential losses in earnings or cash flows on foreign currency transactions. The Company has not designated any financial instruments as hedges for accounting purposes. Foreign currency exposures are primarily related to anticipated intercompany purchase transactions and intercompany borrowings. Other foreign currency transactions to which the Company is exposed include external purchase transactions and intercompany receivables, dividends and service fees.

The table below summarizes by instrument the contractual amounts of the Company's forward exchange contracts and purchased currency options in U.S. dollar equivalents at year-end. These contractual amounts represent transaction volume outstanding and do not represent the amount of the Company's exposure to credit or market loss. Foreign currency contracts are generally for one year or less.

		2004	2003
Instrument
	Forwards	$ 43.2	$ 16.4

Prepaid Share Option Transaction - A portion of the Company’s deferred compensation liabilities is based on Company stock price and is subject to market risk. In May 2002, the Company entered into a prepaid share option transaction with a financial institution to mitigate this risk. The change in fair value of the prepaid share option is recorded in selling, general and administrative expense in the Consolidated Statement of Earnings. Changes in value of the prepaid share option offset changes in the deferred compensation liabilities tied to the Company’s stock price. In July 2004, a portion of the prepaid share option was liquidated in order to realign the Company’s investment with its after-tax exposure to share price, which reduced the prepai d share option from 1.1 million shares to 0.5 million shares. Market value of the prepaid share options was $22.1 and $39.7 at September 30, 2004 and 2003, respectively, with approximately 0.5 and 1.1 million prepaid share options outstanding at September 30, 2004 and 2003, respectively. The settlement date of the options outstanding at 2004 year-end is September 30, 2005. The change in fair value of the prepaid share option for the year ended September 30, 2004 and 2003 resulted in income of $8.8 and $5.1, respectively.

Concentration of Credit Risk - The counterparties to foreign currency contracts consist of a number of major international financial institutions and are generally institutions with which the Company maintains lines of credit. The Company does not enter into foreign exchange contracts through brokers nor does it trade foreign exchange contracts on any other exchange or over-the-counter markets. Risk of currency positions and mark-to-market valuation of positions are strictly monitored at all times.

The Company continually monitors positions with, and credit ratings of, counterparties both internally and by using outside rating agencies. The Company has implemented policies that limit the amount of agreements it enters into with any one party. While nonperformance by these counterparties exposes the Company to potential credit losses, such losses are not anticipated due to the control features mentioned.

The Company sells to a large number of customers primarily in the retail trade, including those in mass merchandising, drugstore, supermarket and other channels of distribution throughout the world. The Company performs ongoing evaluations of its customers' financial condition and creditworthiness, but does not generally require collateral. The Company’s largest customer had obligations to the Company with a carrying value of $70.5 at September 30, 2004. While the competitiveness of the retail industry presents an inherent uncertainty, the Company does not believe a significant risk of loss from a concentration of credit risk exists with respect to accounts receivable.

Financial Instruments - The Company’s financial instruments include cash and cash equivalents, short-term and long-term debt, foreign currency contracts, and interest rate swap agreements. Due to the nature of cash and cash equivalents and short-term borrowings, including notes payable, carrying amounts on the balance sheet approximate fair value.

At September 30, 2004 and 2003, the fair market value of fixed rate long-term debt was $358.4 and $336.9, respectively, compared to its carrying value of $375.0 for both periods. The book value of the Company’s variable rate debt approximates fair value. The fair value of the long-term debt is estimated using yields obtained from independent pricing sources for similar types of borrowing arrangements.

The fair value of foreign currency contracts is the amount that the Company would receive or pay to terminate the contracts, considering first, quoted market prices of comparable agreements, or in the absence of quoted market prices, such factors as interest rates, currency exchange rates and remaining maturities. Based on these considerations, the Company would make a total net payment of $0.7 and $0.2 for outstanding foreign currency contracts at September 30, 2004 and 2003, respectively. However, these payments are unlikely due to the fact that the Company enters into foreign currency contracts to hedge identifiable foreign currency exposures, and as such would generally not terminate such contracts.

(19)    Environmental and Legal Matters

Government Regulation and Environmental Matters - The operations of the Company, like those of other companies engaged in the battery and shaving products businesses, are subject to various federal, state, foreign and local laws and regulations intended to protect the public health and the environment. These regulations primarily relate to worker safety, air and water quality, underground fuel storage tanks and waste handling and disposal.

The Company has received notices from the U.S. Environmental Protection Agency, state agencies, and/or private parties seeking contribution that it has been identified as a “potentially responsible party” (PRP) under the Comprehensive Environmental Response, Compensation and Liability Act, and may be required to share in the cost of cleanup with respect to seven federal “Superfund” sites. It may also be required to share in the cost of cleanup with respect to a state-designated site. Liability under the applicable federal and state statutes which mandate cleanup is strict, meaning that liability may attach regardless of lack of fault, and joint and several, meaning that a liable party may be responsible for all of the costs incurred in investigating and cleaning up contamination at a site. However, liability in such matte rs is typically shared by all of the financially viable responsible parties, through negotiated agreements. Negotiations with the U.S. Environmental Protection Agency, the state agency that is involved on the state-designated site, and other PRPs are at various stages with respect to the sites. Negotiations involve determinations of the actual responsibility of the Company and the other PRPs at the site, appropriate investigatory and/or remedial actions, and allocation of the costs of such activities among the PRPs and other site users.

The amount of the Company’s ultimate liability in connection with those sites may depend on many factors, including the volume and toxicity of material contributed to the site, the number of other PRPs and their financial viability, and the remediation methods and technology to be used.

In addition, the Company undertook certain programs to reduce or eliminate the environmental contamination at the rechargeable battery facility in Gainesville, Florida, which was divested in November 1999. Responsibility for those programs was assumed by the buyer at the time of the divestiture. In 2001, the buyer, as well as its operating subsidiary which owns and operates the Gainesville facility, filed petitions in bankruptcy. In the event that the buyer and its affiliates become unable to continue the programs to reduce or eliminate contamination, the Company could be required to bear financial responsibility for such programs as well as for other known and unknown environmental conditions at the site. Under the terms of the Reorganization Agreement between the Company and Ralston Purina Company, however, which has been assumed by an aff iliate of The Nestle Corporation, Ralston’s successor is obligated to indemnify the Company for 50% of any such liabilities in excess of $3.0.

Under the terms of the Stock and Asset Purchase Agreement between Pfizer, Inc. and the Company, relating to the acquisition of the SWS business, environmental liabilities related to pre-closing operations of that business, or associated with properties acquired, are generally retained by Pfizer, subject to time limitations varying from two years to 10 years following closing with respect to various classes or types of liabilities, minimum thresholds for indemnification by Pfizer, and maximum limitations on Pfizer’s liability, which thresholds and limitations also vary with respect to various classes or types of liabilities.

Many European countries, as well as the European Union, have been very active in adopting and enforcing environmental regulations. In many developing countries in which the Company operates, there has not been significant governmental regulation relating to the environment, occupational safety, employment practices or other business matters routinely regulated in the U.S. As such economies develop, it is possible that new regulations may increase the risk and expense of doing business in such countries.

Accruals for environmental remediation are recorded when it is probable that a liability has been incurred and the amount of the liability can be reasonably estimated, based on current law and existing technologies. These accruals are adjusted periodically as assessments take place and remediation efforts progress, or as additional technical or legal information becomes available.

Accrued environmental costs at September 30, 2004 were $7.5, of which $1.8 is expected to be spent in fiscal 2005. This accrual is not measured on a discounted basis. It is difficult to quantify with certainty the cost of environmental matters, particularly remediation and future capital expenditures for environmental control equipment. Nevertheless, based on information currently available, the Company believes the possibility of material environmental costs in excess of the accrued amount is remote.

Legal Proceedings - The Company 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 the Company’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. In June 2004, the Company filed a counterclaim against Gillette alleging that Gillette committed fraud against the Patent Office when it obtained its three-blade progressive geometry patent and, therefore, that Gillette’s attempts to enforce the patent violate U.S. antitrust laws. Trial on Gillette’s claims is expected in 2005, with trial on the Company’s counterclaims thereafter. The Company believes that it has meritorious defenses to Gillette’s allegations.

On December 19, 2003, Gillette filed suit against the Company’s Wilkinson Sword 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. The Company 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. The Company has filed an appeal of this decision. Gillette’s lawsuit against the Company’s subsidiary will proceed to trial in December of 2004.

On February 13, 2004, the Company 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. At the time the suit was filed, these three patents covered Gillette’s Mach3, Mach3 Turbo and Venus product lines. Since the filing of the suit, however, Gillette has introduced a new product, Mach3 Power. On July 15, 2004, the Company amended its suit, adding an allegation that Mach3 Power infringes the Schick patents.

In May, 2004, Gillette filed three suits against Wilkinson Sword in Hamburg, Germany seeking preliminary injunctions. The first suit alleges that sale of the Wilkinson Sword Intuition razor in Germany infringes a Gillette patent covering the Intuition shower caddy. The second suit alleges that the sale of the Wilkinson Sword Intuition razor in Germany infringes a Gillette patent covering the Intuition cartridge container. The third suit alleges that the manufacture and sale of the Wilkinson Sword QUATTRO razor in Germany infringes a Gillette patent covering the razor handle. A hearing was held on these three preliminary injunction requests on June 16, 2004 and, when the judge indicated that he was going to deny the injunctions, Gillette withdrew its requests. Gillette filed the same suits against Wilkinson Sword in Düsseldorf, Germany, but did not seek preliminary relief. Those suits are in a preliminary stage and hearings are scheduled during 2005.

The Company and its subsidiaries are parties to a number of other legal proceedings in various jurisdictions arising out of the operations of the Company 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, the Company 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 the Company’s financial position, taking into account established accruals for estimated liabilities.

(20)   Other Commitments and Contingencies

The Company has certain guarantees that are required to be disclosed under FASB Interpretation 45. The Company guaranteed loans for certain common stock purchases made by certain executive officers and other key executives of the Company. 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 the Company may offset any losses it may incur under an individual loan guarantee against any amounts owed by it to the individual officer or executive.

An international affiliate of the Company has $3.6 of funds deposited in a bank account that is acting as collateral for a certain bank loan. The Company has reflected this bank deposit as Restricted Cash on its balance sheet. The loan was initiated in June 2004 for a three-month period. At maturity, the Company renewed the agreement. As the loan amount changes, the funds on deposit will be required to increase or decrease with the loan amount. The impact of this transaction is reflected in the financing section of the Statement of Cash Flows.

Future minimum rental commitments under noncancellable operating leases in effect as of September 30, 2004, were $15.7 in 2005, $12.2 in 2006, $10.3 in 2007, $9.0 in 2008, $7.5 in 2009 and $12.3 thereafter. These leases are primarily for office facilities.

Total rental expense for all operating leases was $22.9, $22.2 and $17.3 in 2004, 2003 and 2002, respectively.

(21)   Supplemental Financial Statement Information

SUPPLEMENTAL BALANCE SHEET INFORMATION:
		2004		2003
Inventories
Raw materials and supplies	$	70.5	$	56.5
Work in process		100.5		116.3
Finished products		288.7		257.8
Total inventories	$	459.7	$	430.6
Other current assets
Investment in SPE (see Note 15)	$	-	$	100.7
Miscellaneous receivables		31.4		56.9
Deferred income tax benefits		65.7		60.4
Prepaid expenses		53.9		50.8
Other		24.8		39.7
Total other current assets	$	175.8	$	308.5
Property at cost
Land	$	25.5	$	25.2
Buildings		190.6		185.3
Machinery and equipment		1,147.7		1,081.0
Construction in progress		56.9		47.6
Total gross property		1,420.7		1,339.1
Accumulated depreciation		715.1		637.9
Total net property at cost	$	705.6	$	701.2
Other assets
Pension asset	$	109.5	$	117.3
Deferred charges and other assets		54.5		31.5
Total other assets	$	164.0	$	148.8
Other current liabilities
Accrued advertising, promotion and allowances	$	281.1	$	230.8
Accrued salaries, vacations and incentive compensation		72.5		73.7
Other		151.5		123.7
Total other current liabilities	$	505.1	$	428.2
Other non-current liabilities
Pension, other retirement benefits and deferred compensation	$	272.0	$	224.7
Other non-current liabilities		94.0		58.3
Total other non-current liabilities	$	366.0	$	283.0

ALLOWANCE FOR DOUBTFUL ACCOUNTS:
		2004			2003			2002
Balance at beginning of year	$	9.8		$	6.9		$	11.8
Acquisition of SWS		-			2.0			-
Provision charged to expense		3.4			3.7			16.6
Write-offs, less recoveries		(2.5	)		(4.4	)		(21.2	)
SPE (see Note 15)		4.3			1.6			(0.3	)
Balance at end of year	$	15.0		$	9.8		$	6.9
SUPPLEMENTAL CASH FLOW STATEMENT INFORMATION:
		2004			2003			2002
Interest paid	$	32.0		$	31.6		$	19.9
Income taxes paid		72.9			75.6			95.7

(22)  Segment Information

The Company's operations are managed via three major segments - North America Battery (the U.S. and Canada batteries and lighting products), International Battery (rest of world battery and lighting products) and Razors and Blades (global razors, blades and related products). The Company 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.

The Company evaluates segment profitability based on operating profit before general corporate expenses, which include legal expenses, costs associated with most restructuring, integration or business realignment, amortization of intangibles and unusual items. Financial items, such as interest income and expense, are managed on a global basis at the corporate level.

Wal-Mart Stores, Inc. and its subsidiaries accounted for 16.6%, 15.8% and 16.3% of total net sales in 2004, 2003 and 2002, respectively, primarily in North America. Corporate assets shown in the following table include all cash and cash equivalents, financial instruments, pension assets and deferred tax assets that are managed outside of operating segments.

Net Sales	2004		2003		2002
North America Battery	$	1,117.6	$	1,041.9	$	1,021.2
International Battery		827.0		757.6		718.5
Total Battery		1,944.6		1,799.5		1,739.7
Razors & Blades		868.1		433.0		-
Total net sales	$	2,812.7	$	2,232.5	$	1,739.7

	2004			2003			2002
Profitability
North America Battery	$	298.2		$	283.5		$	274.8
International Battery		147.7			122.4			101.3
R&D Battery		(39.9	)		(36.0	)		(37.1	)
Total Battery		406.0			369.9			339.0
Razors & Blades		85.7			40.1			-
Total segment profitability		491.7			410.0			339.0
General corporate and other expenses		(81.4	)		(50.1	)		(35.4	)
Provisions for restructuring and other related costs		-			(0.2	)		(10.3	)
Special pension termination benefits		(15.2	)		-			-
Acquisition inventory valuation		-			(89.7	)		-
Gain on sale of property		-			5.7			6.3
Intellectual property rights income		1.5			8.5			-
Amortization		(5.8	)		(2.7	)		-
Interest and other financial items		(32.8	)		(43.9	)		(21.2	)
Total earnings before income taxes	$	358.0		$	237.6		$	278.4
Depreciation
North America Battery	$	40.9		$	39.8		$	37.4
International Battery		22.4			17.6			18.2
Total Battery		63.3			57.4			55.6
Razors & Blades		45.0			21.4			-
Total segment depreciation		108.3			78.8			55.6
Corporate		1.7			1.7			1.8
Total depreciation expense	$	110.0		$	80.5		$	57.4
Assets at Year End
North America Battery	$	764.3		$	658.0
International Battery		509.8			480.0
Total Battery		1,274.1			1,138.0
Razors & Blades		604.0			636.9
Total segment assets		1,878.1			1,774.9
Corporate		368.2			318.2
Goodwill and other intangible assets		669.4			639.0
Total assets	$	2,915.7		$	2,732.1
Capital Expenditures
North America Battery	$	61.2		$	39.9		$	29.9
International Battery		17.9			12.4			10.8
Total Battery		79.1			52.3			40.7
Razors & Blades		34.0			20.7			-
Total segment capital expenditures		113.1			73.0			40.7
Corporate		8.3			-			-
Total capital expenditures	$	121.4		$	73.0		$	40.7

Geographic segment information on a legal entity basis:
		2004		2003		2002
Net Sales to Customers
United States	$	1,338.1	$	1,159.7	$	963.8
International		1,474.6		1,072.8		775.9
Total net sales	$	2,812.7	$	2,232.5	$	1,739.7
Long-Lived Assets
United States	$	548.2	$	542.5
Germany		121.0		105.2
Other International		200.4		202.3
Total long-lived assets	$	869.6	$	850.0

The Company’s international net sales are derived from customers in numerous countries, with sales to customers in any single foreign country representing 5% or less of the Company’s total sales for each of the three years ended September 30, 2004.

Supplemental product information is presented below for net sales:

	2004		2003		2002
Net Sales
Alkaline Batteries	$	1,284.0	$	1,202.4	$	1,189.0
Carbon Zinc Batteries		247.9		237.4		243.2
Other Batteries and Lighting Products		412.7		359.7		307.5
Razors & Blades		868.1		433.0		-
Total net sales	$	2,812.7	$	2,232.5	$	1,739.7

(23)  Quarterly Financial Information - (Unaudited)

The results of any single quarter are not necessarily indicative of the Company’s results for the full year. Net earnings of the Company are significantly impacted in the first quarter by the additional battery product sales volume associated with the December holiday season. The third and fourth quarters of 2003 and all of fiscal 2004 include post-acquisition sales and results of the SWS business.

	First		Second		Third		Fourth
Fiscal 2004
Net sales	$	811.7	$	592.9	$	651.9	$	756.2
Gross profit		409.2		303.4		326.9		369.2
Net earnings		115.0		53.4		38.7		60.3
Basic earnings per share	$	1.37	$	0.65	$	0.48	$	0.79
Diluted earnings per share	$	1.32	$	0.63	$	0.46	$	0.77
		First		Second		Third		Fourth
Fiscal 2003
Net sales	$	572.4	$	362.6	$	594.0	$	703.5
Gross profit		264.7		155.3		235.0		303.3
Net earnings		86.4		33.0		17.5		33.0
Basic earnings per share	$	0.98	$	0.38	$	0.21	$	0.39
Diluted earnings per share	$	0.95	$	0.37	$	0.20	$	0.38

EX-21

Exhibit 21

Energizer Subsidiaries

Subsidiary Name	Jurisdictions of Incorporation	Percentage of Control
Energizer Argentina S.A.	Argentina	100%
Energizer Australia Pty. Ltd.	Australia	100%
Wilkinson Sword Ges.m.b.H.	Austria	100%
Energizer Sales Ltd.	Barbados	100%
Energizer Belgium S.A.	Belgium	100%
N.V. Wilkinson Sword S.A.	Belgium	100%
Energizer Insurance Company Ltd.	Bermuda	100%
Energizer do Brasil Ltda.	Brazil	100%
Energizer Cayman Islands Ltd.	Cayman Islands	100%
Schick Cayman Islands Ltd.	Cayman Islands	100%
Energizer Canada Inc.	Canada	100%
Eveready de Chile S.A.	Chile	100%
Energizer (China) Co., Ltd.	China	100%
Schick (Guangzhou) Company Ltd.	China	100%
Eveready de Colombia, S.A.	Colombia	100%
ECOBAT s.r.o.	Czech Republic	33.3%
Energizer Czech spol.sr.o.	Czech Republic	100%
EBC Batteries, Inc.	Delaware	100%
Energizer Asia Pacific, Inc.	Delaware	100%
Energizer Battery, Inc.	Delaware	100%
Energizer International, Inc.	Delaware	100%
Energizer Middle East and Africa Limited	Delaware	100%
Energizer (South Africa) Ltd.	Delaware	100%
Eveready Battery Company, Inc.	Delaware	100%
Energizer Battery Manufacturing, Inc.	Delaware	100%
Energizer Receivables Funding Corporation	Delaware	100%
Energizer Group, Inc.	Delaware	100%
Schick Manufacturing, Inc.	Delaware	100%
Schick North America, Inc.	Delaware	100%
Schick Taiwan Ltd.	Delaware	100%
Eveready Ecuador C.A.	Ecuador	100%
Energizer Egypt S.A.E.	Egypt	63.42%
Energizer France	France	100%
Schick Egypt LLC	Egypt	100%
COREPILE	France	20%
Wilkinson Sword France S.A.S.	France	100%
Energizer Deutschland G.m.b.H. & Co. KG	Germany	100% Partnership
Energizer Finanzierungs GbR	Germany	100% Partnership
Energizer Management Holding Verwaltungs mbH	Germany	100%
Wilkinson Sword GmbH	Germany	100%
Energizer Hellas A.E.	Greece	100%
Energizer Hong Kong Limited	Hong Kong	100%
Eveready Hong Kong Company	Hong Kong	100%  Partnership
Schick Asia Limited	Hong Kong	100%
Sonca Products Limited	Hong Kong	100%
Energizer Hungary Trading Ltd.	Hungary	100%
EBC (India) Company Private Limited	India	100%
Energizer India Private Limited	India	100%
Eveready Energizer Miniatures Limited	India	49%  Joint Venture
PT Energizer Indonesia	Indonesia	100%
Energizer Ireland Limited	Ireland	100%
Energizer Italia S.p.A.	Italy	100%
Wilkinson Sword S.p.A.	Italy	100%
Schick Japan K.K.	Japan	100%
Eveready East Africa Limited	Kenya	14%
Energizer Korea Ltd.	Korea	100%
Energizer Malaysia SDN.BHD.	Malaysia	80%
Eveready de Mexico S.A. de C.V.	Mexico	100%
Wilkinson Sword B.V.	Netherlands	100%
Energizer NZ Limited	New Zealand	100%
Eveready NZ Limited	New Zealand	100%
Schick & Energizer Peru S.A.	Peru	100%
Energizer Philippines, Inc.	Philippines	100%
Energizer Polska Sp. zo.o	Poland	100%
REBA Organizacja Odzysku S.A.	Poland	25%
Wilkinson Sword Sp. zo.o.	Poland	100%
ECOPILHAS LDA.	Portugal	20%
Wilkinson Sword Artigos de Higiene Ltda.	Portugal	100%
Energizer Puerto Rico, Inc.	Puerto Rico	100%
Energizer LLC	Russia	100%
Energizer Asia Investments Pte. Ltd.	Singapore	100%
Energizer Singapore Pte. Ltd.	Singapore	100%
Energizer Slovakia, Spol.Sr.O.	Slovak Republic	100%
Wilkinson Sword S.A.E.	Spain	100%
Energizer Lanka Limited	Sri Lanka	69.91%
Energizer SA	Switzerland	100%
Energizer (Thailand) Limited	Thailand	100%
Wilkinson Sword Tras Urunleri Ticaret Limited Sirketi	Turkey	100%
Berec Overseas Investments Limited	United Kingdom	100%
Energizer Financial Service Centre Ltd.	United Kingdom	100%
Energizer Holdings UK Co. Limited	United Kingdom	100%
Energizer Investments U.K. Limited	United Kingdom	100%
Energizer Limited	United Kingdom	100%
Energizer Trust Limited	United Kingdom	100%
Ever Ready Limited	United Kingdom	100%
Wilkinson Sword Limited	United Kingdom	100%
Wilkinson Sword (1999) Limited	United Kingdom	100%
EBC Uruguay, S. A.	Uruguay	100%
Eveready de Venezuela, C.A.	Venezuela	100%

EX-23

Exhibit 23

Consent of Independent Registered Public Accounting Firm

We hereby consent to the incorporation by reference in the Registration Statement on Form S-8 (Nos. 333-33690, 333-33676 and 333-35116) of Energizer Holdings, Inc. of our report dated November 15, 2004 relating to the financial statements, which appears in the Annual Report to Shareholders, which is incorporated in this Annual Report on Form 10-K.

/s/ PricewaterhouseCoopers LLP

PricewaterhouseCoopers LLP

St. Louis, Missouri

December 10, 2004

EX-31.1

Exhibit 31(i)

Certification of Chief Executive Officer

I, J. Patrick Mulcahy, certify that:

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

2. Based on my knowledge, this annual 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 annual 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: December 10, 2004

J. Patrick Mulcahy

Chief Executive Officer

EX-31.2

Exhibit 31(ii)

Certification of Executive Vice President and Chief Financial Officer

I, Daniel Sescleifer, certify that:

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

2. Based on my knowledge, this annual 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 annual 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: December 10, 2004

Daniel J. Sescleifer

Executive Vice President and Chief Financial Officer

EX-32.1

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 Annual Report of Energizer Holdings, Inc. (the "Company") on Form 10-K for the year ending September 30, 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-32.2

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 Annual Report of Energizer Holdings, Inc. (the "Company") on Form 10-K for the year ending September 30, 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