10-Q

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

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

For Quarter Ended June 30, 2009

Commission File No. 001-15401

ENERGIZER HOLDINGS,  INC.
(Exact name of registrant as specified in its charter)
MISSOURI	43-1863181
(State of Incorporation)	(I.R.S. Employer Identification No.)
533 MARYVILLE UNIVERSITY DRIVE, ST. LOUIS MISSOURI 63141
(Address of principal executive offices) (Zip Code)
(314) 985-2000
(Registrant’s telephone number, including area code)

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

YES: þ NO: o 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

YES: o NO: o 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer þ	Accelerated filer o	Non-accelerated filer  o	Smaller reporting
		(Do not check if a smaller reporting	company   o
		company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

YES: o NO: þ 

Indicate the number of shares of Energizer Holdings, Inc. common stock, $.01 par value, outstanding as of the close of business on July 20, 2009: 69,404,727

INDEX

			Page
PART I — FINANCIAL INFORMATION
	Item 1. Financial Statements
		Unaudited Consolidated Statement of Earnings Condensed for the Three and Nine Months Ended
		June 30, 2009 and 2008	1
		Unaudited Consolidated Balance Sheets Condensed as of June 30, 2009 and December 31, 2008	2
		Unaudited Consolidated Statements of Cash Flows Condensed for the Nine Months Ended June 30,
		2009 and 2008	3
		Notes to Unaudited Condensed Consolidated Financial Statements	4
	Items 2 and 3. Management’s Discussion and Analysis of Financial Condition and Results of
		Operations and Quantitative and Qualitative Disclosures About Market Risk	17
	Item 4. Controls and Procedures		28
PART II — OTHER INFORMATION
	Item 1. Legal Proceedings		28
	Item 2. Unregistered Sales of Equity Securities and Use of Proceeds		29
	Item 5. Other Information		29
	Item 6. Exhibits		30
SIGNATURE
EXHIBIT INDEX

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements.

ENERGIZER HOLDINGS, INC.
CONSOLIDATED STATEMENTS OF EARNINGS AND COMPREHENSIVE INCOME
(Condensed)
(Dollars in millions, except per share data - Unaudited)

	Quarter Ended June 30,						Nine Months Ended June 30,
	2009			2008			2009			2008
Net sales	$	997.5		$	1,066.7		$	2,920.4		$	3,207.6
Cost of products sold		539.7			557.7			1,535.5			1,704.6
Gross profit		457.8			509.0			1,384.9			1,503.0
Selling, general and administrative expense		176.6			200.5			508.6			581.8
Advertising and promotion expense		119.3			140.0			296.1			370.2
Research and development expense		22.6			23.1			64.0			67.3
Interest expense		35.0			44.3			109.7			138.0
Other financing items, net		(7.5	)		(0.4	)		19.1			7.7
Earnings before income taxes		111.8			101.5			387.4			338.0
Income tax provision		39.1			34.8			126.7			107.8
Net earnings	$	72.7		$	66.7		$	260.7		$	230.2
Basic earnings per share	$	1.15		$	1.16		$	4.34		$	4.01
Diluted earnings per share	$	1.13		$	1.13		$	4.29		$	3.90
Consolidated Statements of Comprehensive Income:
Net earnings	$	72.7		$	66.7		$	260.7		$	230.2
Other comprehensive income, net of tax:
Foreign currency translation adjustments		57.9			1.7			(22.3	)		83.3
Pension/Postretirement activity, net of tax of
$(1.3) and $(0.4) for the quarter and nine
months ended June 30, 2009, respectively, and
$(0.3) and $0.6 for the quarter and nine months
ended June 30, 2008, respectively		(2.1	)		(0.1	)		3.9			(2.9	)
Deferred gain on hedging activity, net of tax
of $(0.4) and $7.0 for the quarter and nine
months ended June 30, 2009, respectively,
and $0.4 and $0.8 for the quarter and nine
months ended June 30, 2008, respectively		0.2			0.8			11.6			2.2
Total comprehensive income	$	128.7		$	69.1		$	253.9		$	312.8

See accompanying Notes to Condensed Financial Statements

1

ENERGIZER HOLDINGS, INC.
CONSOLIDATED BALANCE SHEETS
(Condensed)
(Dollars in millions - Unaudited)

	June 30,			September 30,
	2009			2008
Assets
Current assets
Cash and cash equivalents	$	443.3		$	171.2
Trade receivables, less allowance for doubtful
accounts of $13.6 and $11.2, respectively		838.2			923.2
Inventories		700.0			674.6
Other current assets		288.3			257.8
Total current assets		2,269.8			2,026.8
Property, plant and equipment, net		855.6			835.5
Goodwill		1,283.6			1,206.4
Intangible assets		1,826.8			1,663.2
Other assets		83.7			84.8
Total	$	6,319.5		$	5,816.7
Liabilities and Shareholders' Equity
Current liabilities
Current maturities of long-term debt	$	251.0		$	106.0
Notes payable		264.5			264.4
Accounts payable		199.2			262.4
Other current liabilities		635.3			728.9
Total current liabilities		1,350.0			1,361.7
Long-term debt		2,340.0			2,589.5
Other liabilities		860.3			869.2
Shareholders' equity
Common stock		1.1			1.0
Additional paid in capital		1,546.6			1,034.9
Retained earnings		1,931.0			1,671.8
Treasury stock		(1,710.6	)		(1,719.3	)
Accumulated other comprehensive income		1.1			7.9
Total shareholders' equity		1,769.2			996.3
Total	$	6,319.5		$	5,816.7

See accompanying Notes to Condensed Financial Statements

2

ENERGIZER HOLDINGS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Condensed)
(Dollars in millions - Unaudited)

	Nine Months Ended June 30,
	2009			2008
Cash flow from operations
Net earnings	$	260.7		$	230.2
Non-cash items included in income		142.4			128.7
Other, net		(28.6	)		(7.8	)
Operating cash flow before changes in working capital		374.5			351.1
Changes in current assets and liabilities used in operations		(123.0	)		(66.0	)
Net cash from operations		251.5			285.1
Cash flow from investing activities
Capital expenditures		(108.4	)		(97.4	)
Acquisitions, net of cash acquired		(275.0	)		(1,882.1	)
Proceeds from share option		-			46.0
Proceeds from sale of assets		2.2			0.9
Other, net		(0.1	)		0.3
Net cash used by investing activities		(381.3	)		(1,932.3	)
Cash flow from financing activities
Cash proceeds from issuance of debt with original maturities greater than 90 days		-			1,482.9
Cash payments on debt with original maturities greater than 90 days		(104.5	)		(218.0	)
Net (decrease)/increase in debt with original maturities of 90 days or less		(2.1	)		104.5
Proceeds from issuance of common stock, net		511.3			3.4
Excess tax benefits from share-based payments		0.9			7.8
Net cash from financing activities		405.6			1,380.6
Effect of exchange rate changes on cash		(3.7	)		0.8
Net increase/(decrease) in cash and cash equivalents		272.1			(265.8	)
Cash and cash equivalents, beginning of period		171.2			363.2
Cash and cash equivalents, end of period	$	443.3		$	97.4

See accompanying Notes to Condensed Financial Statements

3

ENERGIZER HOLDINGS, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
June 30, 2009
(Dollars in millions, except per share data – Unaudited)

The accompanying unaudited financial statements have been prepared in accordance with Article 10 of Regulation S-X and do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. The year-end condensed balance sheet data were derived from audited financial statements, but do not include all disclosures required by accounting principles generally accepted in the United States of America. In the opinion of management, all adjustments considered necessary for a fair presentation have been included. The Company has evaluated subsequent events through the date of this report, July 31, 2009, and has determined that no disclosure is necessary. Operating results for any quarter are not necessarily indicative of the results for any other quarter or for the full year. These statements should be read in conjunction with the financial statements and notes thereto for Energizer Holdings, Inc. (the Company) for the year ended September 30, 2008.

Note 1 – Segment note
Operations for the Company are managed via two segments — Household Products (Battery and Lighting Products) and Personal Care (Wet Shave, which is inclusive of the recent acquisition of the Edge/Skintimate shave preparation business, Skin Care, Feminine Care and Infant Care). Segment performance is evaluated based on segment operating profit, exclusive of general corporate expenses, share-based compensation costs, costs associated with most restructuring, integration or business realignment activities and amortization of intangible assets. Financial items, such as interest income and expense, are managed on a global basis at the corporate level.

On June 5, 2009, the Company completed its previously announced acquisition of the Edge and Skintimate shave preparation business of S.C. Johnson & Son, Inc. See Footnote 2. This business will be part of the Personal Care segment within the wet shave brand group. Operating results, from the date of acquisition through June 30, 2009 were immaterial.

The reduction in gross profit in the prior period associated with the write-up and subsequent sale of the inventory acquired in the Playtex acquisition and the integration costs for the Playtex acquisition are not reflected in the Personal Care segment, but rather presented as a separate line item below segment profit, or in the case of integration costs, included as part of General corporate and other expenses, as they are items directly associated with the Playtex acquisition. Such presentation reflects management’s view on how it evaluates segment performance.

For the quarter and nine months ended June 30, 2009, cost of products sold and selling, general and administrative expense (SG&A) reflected favorable adjustments of $1.1 and $24.1, respectively, related to the change in policy under which the Company’s colleagues earn and vest in the Company’s paid time off (PTO). These favorable adjustments were not reflected in the Household Products or Personal Care segments, but rather presented as a separate line below segment profit as it was not operational in nature. Such presentation reflects management’s view on how it evaluates segment performance.

The Company’s operating model includes a combination of stand-alone and combined business functions between the Household Products and Personal Care businesses, varying by country and region of the world. Shared functions include product warehousing and distribution, various transaction processing functions, and in some countries, combined sales forces and management. The Company applies a fully allocated cost basis, in which shared business functions are allocated between the businesses. Such allocations do not represent the costs of such services if performed on a stand-alone basis.

4

Historical segment sales and profitability for the quarter and nine months ended June 30, 2009 and 2008, respectively, are presented below.

	For the quarter ended June 30,				For the nine months ended June 30,
	2009		2008		2009		2008
Net Sales
Household Products	$	468.0	$	537.1	$	1,533.1	$	1,801.1
Personal Care		529.5		529.6		1,387.3		1,406.5
Total net sales	$	997.5	$	1,066.7	$	2,920.4	$	3,207.6

	For the quarter ended June 30,						For the nine months ended June 30,
	2009			2008			2009			2008
Profitability
Household Products	$	74.8		$	89.5		$	284.9		$	338.9
Personal Care		87.8			83.2			280.1			253.1
Total segment profitability	$	162.6		$	172.7		$	565.0		$	592.0
General corporate and other expenses		(21.8	)		(23.9	)		(63.5	)		(70.3	)
Acquisition inventory valuation		-			-			-			(27.5	)
Paid time off change		1.1			-			24.1			-
Amortization		(2.6	)		(3.4	)		(9.4	)		(10.5	)
Interest and other financial items		(27.5	)		(43.9	)		(128.8	)		(145.7	)
Total earnings before income taxes	$	111.8		$	101.5		$	387.4		$	338.0

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

	For the quarter ended June 30,				For the nine months ended June 30,
Net Sales	2009		2008		2009		2008
Alkaline batteries	$	272.2	$	312.4	$	908.9	$	1,072.4
Carbon zinc batteries		41.0		50.4		139.4		170.0
Other batteries and lighting products		154.8		174.3		484.8		558.7
Wet Shave - razors/shave prep		273.8		283.6		771.9		788.2
Skin Care		148.2		144.3		310.6		314.0
Feminine Care		58.4		56.0		160.0		165.3
Infant Care		49.1		45.7		144.8		139.0
Total net sales	$	997.5	$	1,066.7	$	2,920.4	$	3,207.6

Total assets by segment are presented below:

	June 30,		September 30,
	2009		2008
Household Products	$	1,308.2	$	1,505.5
Personal Care		1,222.0		1,066.3
Total segment assets		2,530.2		2,571.8
Corporate		678.9		375.3
Goodwill and other intangible assets		3,110.4		2,869.6
Total assets	$	6,319.5	$	5,816.7

Note 2 – Edge acquisition
On June 5, 2009, the Company completed its previously announced acquisition of the Edge and Skintimate shave preparation business (the Acquisition) from S.C. Johnson & Son, Inc. (SCJ) for $275.0. The Acquisition was funded with proceeds from the completed common stock offering on May 20, 2009. See Footnote 8 for further information. As leading brands in the U.S. men's and women's shave preparation category, Edge and Skintimate are a logical adjacency to the Company’s existing wet shave business conducted in the United States (U.S.) under the Schick brand. The Acquisition consists primarily of intellectual property, finished goods inventory and equipment directly associated with the manufacture of the Edge and Skintimate shave preparation products. SCJ will continue to manufacture product for Energizer under a supply agreement with an initial term of 3 years, with two optional one-year renewals. No SCJ employees will be employed by Energizer and there are no contingent payments, options or commitments associated with the Acquisition. 

5

We have determined the preliminary fair values of assets acquired and liabilities assumed for purposes of allocating the purchase price, in accordance with Statement of Financial Accounting Standard (SFAS) No. 141, “Business Combinations”. The purchase price allocation is expected to be finalized by the end of fiscal 2009. However, the preliminary allocation is presented based on our initial valuation analysis. For purposes of the preliminary allocation, the Company has estimated a fair value adjustment for inventory based on the estimated selling price of the finished goods acquired at the closing date less the sum of (a) costs of disposal and (b) a reasonable profit allowance for the selling effort of the acquiring entity. The fair value adjustment for the acquired equipment was established using a cost approach. The fair values of the identifiable intangible assets were estimated using various valuation methods including discounted cash flows using both an income and cost approach.

Estimated asset valuations and assumed liabilities may be adjusted before the end of fiscal 2009 as final purchase price allocations are completed. Any changes to the initial estimates of the fair value of assets and liabilities acquired will be allocated to residual goodwill.

The preliminary allocation of the purchase price is as follows:

Inventory	$	12.2
Goodwill		81.4
Other intangible assets		174.5
Property, plant and equipment, net		8.0
Other current liabilities		(1.1	)
Net assets acquired	$	275.0

The preliminary estimate of purchased identifiable intangible assets of $174.5 as of the June 5, 2009 acquisition date, is included in the table below.

			Amortization
	Total		Period
Tradenames / Brands	$	159.0	Indefinite lived
Patents		9.5	5 years
Customer Relationships		6.0	10 years
Total Preliminary Other Intangible Assets	$	174.5

Note 3 – Share-based payments
Total compensation cost charged against income for the Company’s share-based compensation arrangements was $0.1 and $8.5 for the current quarter and nine months and $4.9 and $17.4 for the third quarter and nine months last year, respectively, and was recorded in SG&A expense. The total income tax benefit recognized in the Consolidated Statements of Earnings for share-based compensation arrangements was $3.1 for the current nine months and $1.9 and $6.4 for the third quarter and nine months last year, respectively.

Restricted Stock Equivalents (RSE)
In October 2008, the Company granted RSE awards to key employees which included approximately 265,200 shares that vest ratably over four years. At the same time, the Company granted RSE awards to key senior executives totaling approximately 374,600 which vest as follows: 1) 25% of the total restricted stock equivalents granted vest on the third anniversary of the date of grant; 2) the remainder vests on the date that the Company publicly releases its earnings for its 2011 fiscal year contingent upon the Company’s compounded annual growth rate in diluted earnings per share, subject to certain adjustments (CAGR), for the three year period ending on September 30, 2011. If a CAGR of 15% is achieved, the remaining 75% of the grant vests, with smaller percentages of the remaining 75% vesting if the Company achieves a CAGR between 8% and 15%. The total award expected to vest will be amortized over the vesting period.

6

In February 2009, the Company granted RSE awards to key senior executives totaling approximately 296,000 shares. These awards were granted in lieu of (i) each executive’s continued participation in the 2009 annual cash bonus program, (ii) his or her right to receive accruals under the Company’s Supplemental Executive Retirement Plan (an excess pension plan) for calendar year 2009, and (iii) his or her right to receive Company matching accruals under the Company’s Executive Savings Investment Plan (an excess 401(k) plan) for the calendar year. Vesting of the equivalents granted will occur on November 16, 2009, and the number of shares which will vest is contingent upon achievement of individual and Company performance targets for the period from October 1, 2008 through September 30, 2009. The total award expected to vest will be amortized over the vesting period.

Note 4 – Earnings per share
Basic earnings per share is based on the average number of common shares outstanding during the period. Diluted earnings per share is based on the average number of shares used for the basic earnings per share calculation, adjusted for the dilutive effect of stock options and restricted stock equivalents.

The increase in the weighted average shares outstanding for the quarter was due primarily to the recently completed common stock offering. See Footnote 8 for further details.

The following table sets forth the computation of basic and diluted earnings per share for the quarters and nine months ended June 30, 2009 and 2008, respectively.

(in millions, except per share data)	Quarter Ended				Nine Months Ended
	June 30,				June 30,
	2009		2008		2009		2008
Numerator:
Net earnings for basic and dilutive earnings per share	$	72.7	$	66.7	$	260.7	$	230.2
Denominator:
Weighted-average shares for basic earnings per share		63.4		57.6		60.0		57.5
Effect of dilutive securities:
Stock options		0.5		1.0		0.5		1.0
Restricted stock equivalents		0.4		0.5		0.3		0.5
Total dilutive securities		0.9		1.5		0.8		1.5
Weighted-average shares for diluted earnings per share		64.3		59.1		60.8		59.0
Basic earnings per share	$	1.15	$	1.16	$	4.34	$	4.01
Diluted earnings per share	$	1.13	$	1.13	$	4.29	$	3.90

At June 30, 2009 and 2008, approximately 0.9 and 0.4 million, respectively, of the Company’s outstanding RSEs and stock options were not included in the diluted net earnings per share calculation because to do so would have been anti-dilutive. In the event the potentially dilutive securities are anti-dilutive on net earnings per share (i.e., have the effect of increasing EPS), the impact of the potentially dilutive securities is not included in the computation.

7

Note 5 – Goodwill and intangibles
The following table sets forth goodwill by segment as of October 1, 2008 and June 30, 2009.

	Household			Personal
	Products			Care			Total
Balance at October 1, 2008	$	38.8		$	1,167.6		$	1,206.4
Edge acquisition - Preliminary		-			81.4			81.4
Cumulative translation adjustment		(1.3	)		(2.9	)		(4.2	)
Balance at June 30, 2009	$	37.5		$	1,246.1		$	1,283.6

The acquisition of goodwill at June 30, 2009 is due primarily to the valuation of the assets acquired in the Acquisition.

Total amortizable intangible assets other than goodwill at June 30, 2009 are as follows:

	Gross		Accumulated
	Carrying Amount		Amortization			Net
To be amortized:
Tradenames / Brands	$	11.6	$	(7.5	)	$	4.1
Technology and patents		51.2		(22.6	)		28.6
Customer-related		60.9		(15.7	)		45.2
Total amortizable intangible assets	$	123.7	$	(45.8	)	$	77.9

The carrying amount of indefinite-lived trademarks and tradenames was $1,748.9 at June 30, 2009, an increase of $157.9 from September 30, 2008. Changes in indefinite-lived trademarks and tradenames are due to the preliminary valuation of the assets acquired in the Acquisition and changes in foreign currency exchange rates. Estimated amortization expense for amortizable intangible assets is $13.1, $12.9, $12.9, $12.9 and $10.4 for the years ending September 30, 2009 through 2013, respectively.

See Footnote 2 for further information on the preliminary valuation of the assets acquired in the Acquisition.

Note 6 – 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. 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. Health care and life insurance postretirement benefits are also currently provided by the Company for certain groups of retired employees.

8

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

	Pension
	Quarter ended June 30,						Nine months ended June 30,
	2009			2008			2009			2008
Service cost	$	7.8		$	8.2		$	23.3		$	24.5
Interest cost		13.1			12.5			39.5			37.5
Expected return on plan assets		(15.3	)		(15.6	)		(45.9	)		(46.9	)
Amortization of prior service cost		(0.5	)		(0.4	)		(1.4	)		(1.1	)
Amortization of unrecognized net loss		0.7			1.4			2.0			4.2
Amortization of transition obligation		0.1			0.1			0.3			0.3
Settlement loss recognized		-			-			3.2			-
Net periodic benefit cost	$	5.9		$	6.2		$	21.0		$	18.5

	Postretirement
	Quarter ended June 30,						Nine months ended June 30,
	2009			2008			2009			2008
Service cost	$	0.1		$	0.1		$	0.3		$	0.3
Interest cost		0.7			0.6			2.0			1.9
Expected return on plan assets		-			(0.1	)		-			(0.1	)
Amortization of prior service cost		(0.6	)		(0.5	)		(1.8	)		(1.6	)
Amortization of unrecognized net loss		(0.5	)		(0.4	)		(1.1	)		(1.5	)
Net periodic benefit cost	$	(0.3	)	$	(0.3	)	$	(0.6	)	$	(1.0	)

Note 7 – Debt
Notes payable at June 30, 2009 and September 30, 2008 consisted of notes payable to financial institutions with original maturities of less than one year of $264.5 and $264.4, respectively, and had a weighted-average interest rate of 3.9% and 4.7%, respectively.

The detail of long-term debt at June 30, 2009 and September 30, 2008 is as follows:

	June 30,		September 30,
	2009		2008
Private Placement, fixed interest rates ranging from 3.6% to	$	2,130.0	$	2,230.0
6.6%, due 2009 to 2017
Term Loan, variable interest at LIBOR + 75 basis points, or		461.0		465.5
1.06%, as of June 30, 2009, due 2012
Total long-term debt, including current maturities		2,591.0		2,695.5
Less current portion		251.0		106.0
Total long-term debt	$	2,340.0	$	2,589.5

The Company’s total borrowings were $2,855.5 at June 30, 2009, including $725.5 tied to variable interest rates of which $300 is hedged via the interest rate swap noted below. The Company maintains total debt facilities of $3,345.5, of which $479.0 remained available as of June 30, 2009.

During the second quarter, the Company entered into interest rate swap agreements with two major multinational financial institutions that fixed the variable benchmark component (LIBOR) of the Company’s interest rate on $300 of the Company’s variable rate debt for the next four years at an interest rate of 2.61%.

9

The Company’s credit agreements consist of a U.S. domestic revolving credit agreement, under which the lenders have committed to lend up to $275 on a revolving credit basis until May 15, 2011, the term loan agreement referred to in the table above and a revolving credit agreement among certain of the Company’s Asian subsidiaries and the lenders referred to therein, guaranteed by the Company, under which the lenders have committed to lend up to $210 (or equivalent in other currencies) until August 24, 2010. Under each of these credit agreements, the Company is subject to a number of restrictive covenants, including a requirement that the ratio of the Company’s indebtedness to its Earnings Before Interest, Taxes, Depreciation and Amortization (EBITDA) (as defined, calculated on a pro forma basis in the case of permitted acquisitions) not be greater than 4.00 to 1, and not remain above 3.50 to 1 for more than four consecutive quarters. Under the U.S. credit agreements, the interest rate margin and certain fees vary depending on the indebtedness to EBITDA ratio. Under the Company’s private placement note agreements, the ratio of indebtedness to EBITDA may not exceed 4.0 to 1. However, if the ratio is above 3.50 to 1, the Company is required to pay an additional 75 basis points in interest for the period in which the ratio exceeds 3.50 to 1. At June 30, 2009, the ratio of indebtedness to pro forma EBITDA, which reflects the impact of the Acquisition, was 3.15 to 1.

Under the credit agreements, the ratio of the Earnings Before Interest and Taxes (EBIT) (as defined, calculated on a pro forma basis) to total interest expense must exceed 3.00 to 1 for each fiscal quarter. At June 30, 2009, the ratio of its pro forma EBIT, which reflects the impact of the Acquisition, to total interest expense was 4.66 to 1.

The Company anticipates that it will remain in compliance with its current debt covenant requirements in the foreseeable future. However, the current economic environment has added considerable volatility to markets in which the Company operates around the globe and to the accuracy of short term forecasts. In addition, certain elements affecting EBITDA, including, but not limited to, movements in foreign currency exchange rates and the impact of the economic downturn on our customers and consumers, are not within the Company’s control. If the Company fails to comply with the financial covenants referred to above or with other requirements of the credit agreements or private placement note agreements, the lenders would have the right to accelerate the maturity of the debt. Acceleration under one of these facilities would trigger cross defaults on other borrowings. If the Company were to be in default under such agreements, it is likely that the Company would be required to seek amendments or waivers, or to refinance the debt, in whole or in part. The ability of the Company to secure such amendments or waivers or to refinance the debt would depend on conditions in the credit markets and the Company’s financial condition at the time. There is no assurance that the Company could obtain such amendments or waivers or effect such refinancing. Based on the current credit markets, the Company anticipates that a refinancing would likely result in unfavorable credit terms as compared to the Company’s current debt package.

The Company’s fixed rate private placement notes are callable by the Company at any time, subject to a “make whole” premium, which would be required to the extent the applicable benchmark U.S. Treasury yield for each series has declined since issuance.

On May 5, 2009, the Company amended and renewed its existing receivables securitization program, under which the Company sells interests in certain accounts receivable, and which provides funding to the Company of up to $200 with two large financial institutions. The sales of the receivables are effected through a bankruptcy remote special purpose subsidiary of the Company, Energizer Receivables Funding Corporation (ERFC). Funds received under this financing arrangement are treated as borrowings rather than proceeds of accounts receivables sold for accounting purposes. However, borrowings under the program are not considered debt for covenant compliance purposes under the Company’s credit agreements and private placement note agreements. The program is subject to renewal annually on the anniversary date. The total outstanding under this financing arrangement on June 30, 2009 was $200.0.

The counterparties to long-term committed borrowings consist of a number of major multinational financial institutions. The Company continually monitors positions with, and credit ratings of, counterparties both internally and by using outside ratings agencies. The Company has staggered long-term borrowing maturities through 2017 to reduce refinancing risk in any single year and to optimize the use of cash flow for repayment.

10

Aggregate maturities of long-term debt, including current maturities, at June 30, 2009 are as follows: $251.0 in year one, $316.0 in year two, $156.0 in year three, $778.0 in year four, $190.0 in year five and $900.0 thereafter.

Note 8 – Shareholders’ Equity
On May 20, 2009, the Company completed the sale of 10,925,000 shares at a price of $49.00 per share. Net proceeds received from the sale of the shares were $510.2, net of fees and expenses, and were used, in part, to acquire the shave preparation business of SCJ on June 5, 2009 for $275.0 and to repay $100 of private placement notes, which matured on June 30, 2009. The remaining net proceeds will be used for general corporate purposes, including the repayment of indebtedness. See Footnote 2 for further information on this acquisition.

The Company did not purchase any shares of its common stock during the quarter ended June 30, 2009 under its July 2006 authorization from the Board of Directors. This authorization granted approval for the Company to acquire up to 10 million shares of its common stock, of which 2.0 million have been repurchased to date. Future purchases may be made from time to time on the open market or through privately negotiated transactions, subject to corporate objectives and the discretion of management.

Note 9 – Financial Instruments Measured At Fair Value
On October 1, 2008, the Company adopted Statement of Financial Accounting Standard No. 157, “Fair Value Measurements” (SFAS 157) for certain financial assets and liabilities. This standard defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles, and expands disclosures about fair value measurements. SFAS 157 also establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The statement requires that assets and liabilities carried at fair value be classified and disclosed in one of the following three categories.

Level 1: Quoted market prices in active markets for identical assets or liabilities.
Level 2: Observable market based inputs or unobservable inputs that are corroborated by market data.
Level 3: Unobservable inputs reflecting the reporting entity’s own assumptions or external inputs from inactive markets.

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Under the SFAS 157 hierarchy, an entity is required to maximize the use of quoted market prices and minimize the use of unobservable inputs. The following table sets forth the Company’s financial assets and liabilities, which are carried at fair value, as of June 30, 2009 that are measured on a recurring basis during the period, segregated by level within the fair value hierarchy:

	Level 1		Level 2		Level 3		Total
Assets at fair value:
Share Option	$	-	$	9.2	$	-	$	9.2
Derivatives - Interest Rate Swap		-		5.8		-		5.8
Derivatives - Commodity		-		1.1		-		1.1
Derivatives - Foreign Exchange		-		1.9		-		1.9
Total Assets at fair value	$	-	$	18.0	$	-	$	18.0
Liabilities at fair value:
Derivatives - Foreign Exchange	$	-	$	1.1	$	-	$	1.1
Deferred Compensation		-		103.1		-		103.1
Total Liabilities at fair value	$	-	$	104.2	$	-	$	104.2

In February 2008, the Financial Accounting Standards Board (FASB) issued FASB Staff Position (FSP) No. 157-2, “Effective Date of FASB Statement No. 157”, which delays the effective date of SFAS 157 for one year for all nonfinancial assets and liabilities, except those that are recognized or disclosed at fair value in the financial statements on a recurring basis. Based on this guidance, the Company will adopt the provisions of SFAS 157 as they relate to long-lived assets effective October 1, 2009.

On June 30, 2009, the Company adopted FSP No. 107-1 and APB 28-1, “Interim Disclosures about Fair Value of Financial Instruments” (FSP 107-1). Under FSP 107-1, an entity is required to include disclosures about the fair value of its financial instruments whenever it issues summarized financial information for interim reporting periods.

At June 30, 2009, the fair market value of fixed rate long-term debt was $2,058.6 compared to its carrying value of $2,130.0. 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.

At June 30, 2009, the fair value of foreign currency, interest rate swap and commodity 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. See Footnote 10 for further information on the fair value of these contracts.

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.

Note 10 – Derivatives and Other Hedging Instruments
Effective January 1, 2009, the Company prospectively implemented the provisions of SFAS No. 161, “Disclosures about Derivative Instruments and Hedging Activities, an amendment of FASB Statement No. 133” (SFAS 161). SFAS 161 enhances the disclosure requirements of SFAS No. 133, “Accounting for Derivative Instruments and Hedging Activities” (SFAS 133) to provide users of financial statements with a better understanding of the objectives of a company’s derivative use and the risks managed.

In the ordinary course of business, the Company enters into contractual arrangements (derivatives) to reduce its exposure to foreign currency, interest rate and commodity price risks. The section below outlines the types of derivatives that existed at June 30, 2009 as well as the Company’s objectives and strategies for holding these derivative instruments.

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Commodity Price Risk — The Company uses raw materials that are subject to price volatility. At times, hedging instruments are used by the Company to reduce exposure to variability in cash flows associated with future purchases of zinc or other commodities. The fair market value of the Company’s outstanding hedging instruments included in Accumulated Other Comprehensive Income was an unrealized pre-tax gain of $1.1 and an unrealized pre-tax loss of $12.8 at June 30, 2009 and 2008, respectively. Over the next twelve months, approximately $0.3 of the gain recognized in Accumulated Other Comprehensive Income will be included in earnings. Contract maturities for these hedges extend into fiscal year 2010. There were 19 open contracts at June 30, 2009.

Foreign Currency Risk — 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, a weakening of currencies relative to the U.S. dollar results in margin declines unless mitigated through pricing actions, which are not always available due to the competitive environment. Conversely, a strengthening in currencies relative to the U.S. dollar can improve margins. As a result, the Company has entered into a series of forward currency contracts to hedge the cash flow uncertainty of forecasted inventory purchases due to short term currency fluctuations. The Company’s primary foreign affiliates, which are exposed to U.S. dollar purchases, have the euro, the yen, the British pound, the Canadian dollar and the Australian dollar as their local currencies. At June 30, 2009, the Company had an unrecognized gain on these forward currency contracts accounted for as cash flow hedges of $1.9 recognized in Accumulated Other Comprehensive Income. Assuming foreign exchange rate versus the U.S. dollar remains at June 30, 2009 levels, over the next twelve months, approximately $0.9 of the gain included in Accumulated Other Comprehensive Income will be included in earnings. Contract maturities for these hedges extend into fiscal year 2010. There were 15 open contracts at June 30, 2009.

Interest Rate Risk — The Company has interest rate risk with respect to interest expense on variable rate debt. At June 30, 2009, the Company had $725.5 variable rate debt outstanding. During the second quarter, the Company entered into interest rate swap agreements with two major multinational financial institutions that fixed the variable benchmark component (LIBOR) of the Company’s interest rate on $300 of the Company’s variable rate debt for the next four years. At June 30, 2009, the Company had an unrecognized pre-tax gain on these interest rate swap agreements of $5.8 included in Accumulated Other Comprehensive Income. Over the next twelve months, approximately $1.7 of the gain included in Accumulated Other Comprehensive Income will be recognized in earnings.

Cash Flow Hedges
The Company maintains a number of cash flow hedging programs, as discussed above, to reduce risks related to commodity, foreign currency and interest rate risk. Each of these derivative instruments have a high correlation to the underlying exposure being hedged and have been deemed highly effective in offsetting the associated risk.

Derivatives not Designated in Hedging Relationships
The Company holds a share option with a major multinational financial institution to mitigate the impact of changes in certain of the Company’s deferred compensation liabilities, which are tied to the Company’s common stock price. As a result of the decline in the Company’s share price during the quarter ended December 31, 2008, the Company placed a $24.7 deposit with the counterparty, as required under the option agreement. Period activity related to the share option is classified in the same category in the cash flow statement as the period activity associated with the Company’s deferred compensation liability, which was cash flow from operations.

In addition, the Company enters into foreign currency derivative contracts to hedge existing balance sheet exposures. Any losses on these contracts would be fully offset by exchange gains on the underlying exposures, thus they are not subject to significant market risk.

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The following tables provide information on the location and amounts of derivative fair values in the consolidated balance sheet and derivative gains and losses in the consolidated income statement:

FAIR VALUES OF DERIVATIVE INSTRUMENTS

		Asset Derivatives		Liability Derivatives
		June 30, 2009		June 30, 2009
	Balance Sheet Classification	Fair Value		Fair Value
Derivatives designated as hedging instruments under SFAS 133
Derivatives - Foreign Exchange	Other Current/Other Assets	$	1.9	$	-
Derivatives - Commodity	Other Current/Other Liabilities		1.1		-
Derivatives - Interest Rate Swap	Other Current/Other Liabilities		5.8		-
Total derivatives designated as hedging instruments		$	8.8	$	-
Derivatives not designated as hedging instruments under SFAS 133
Share Option	Other Current Assets	$	9.2	$	-
Derivatives - Foreign Exchange	Other Liabilities		-		1.1
Total derivatives not designated as hedging instruments		$	9.2	$	1.1
Total Derivatives		$	18.0	$	1.1

CASH FLOW HEDGING

	For the quarter ended			For the nine months ended
	June 30, 2009			June 30, 2009
Derivatives in SFAS 133 Cash	Amount of Gain/(Loss)			Amount of Gain/(Loss)
Flow Hedging Relationships	Recognized in OCI (1)			Recognized in OCI (1)
Derivatives - Foreign Exchange	$	(10.5	)	$	3.7
Derivatives - Commodity (3)		3.1			(2.7	)
Derivatives - Interest Rate Swap		5.1			4.0
Total	$	(2.3	)	$	5.0
	For the quarter ended			For the nine months ended
	June 30, 2009			June 30, 2009
	Amount of Gain/(Loss)			Amount of Gain/(Loss)
Derivatives in SFAS 133 Cash	Reclassified from Accumulated			Reclassified from Accumulated			Income Statement
Flow Hedging Relationships	OCI into Income (1)(2)			OCI into Income (1)(2)			Classification
Derivatives - Foreign Exchange	$	1.3		$	1.8		Other financing items, net
Derivatives - Commodity (3)		(5.4	)		(18.5	)	Cost of goods sold
Derivatives - Interest Rate Swap		(1.3	)		(1.8	)	Interest expense
Total	$	(5.4	)	$	(18.5	)

(1)	OCI is defined as other comprehensive income.
(2)	Each of these derivative instruments has a high correlation to the underlying exposure being hedged and has been deemed highly effective in offsetting the associated risk. The ineffective portion recognized in income was insignificant to the quarter and nine months ended June 30, 2009.
(3)	For the quarter and nine months ended June 30, 2009, $2.1 and $13.6, respectively, of losses associated with the Company's settled commodity contracts were capitalized to inventory. The charge taken to cost of goods sold as a result of inventory being sold was $5.4 and $18.5, respectively, for the quarter and nine months ended June 30, 2009.

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DERIVATIVES NOT DESIGNATED AS HEDGING INSTRUMENTS

	For the quarter ended			For the nine months ended
	June 30, 2009			June 30, 2009
Derivatives Not Designated							Income
as Hedging Instruments	Amount of Gain/(Loss)			Amount of Gain/(Loss)			Statement
under SFAS 133	Recognized into Income			Recognized into Income			Classification
Share Option	$	1.8		$	(13.1	)	SG&A
Derivatives - Foreign Exchange		(0.8	)		0.6		Other financing items, net
Total	$	1.0		$	(12.5	)

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Note 11 – Supplemental Financial Statement Information

SUPPLEMENTAL BALANCE SHEET INFORMATION:
	June 30,			September 30,
	2009			2008
Inventories
Raw materials and supplies	$	77.5		$	77.7
Work in process		140.7			137.9
Finished products		481.8			459.0
Total inventories	$	700.0		$	674.6
Other Current Assets
Miscellaneous receivables	$	42.0		$	47.1
Deferred income tax benefits		118.8			119.7
Prepaid expenses		102.5			75.7
Share option		9.2			-
Other		15.8			15.3
Total other current assets	$	288.3		$	257.8
Property, Plant and Equipment
Land	$	37.3		$	37.3
Buildings		262.6			251.9
Machinery and equipment		1,491.5			1,459.0
Construction in progress		152.9			115.4
Total gross property		1,944.3			1,863.6
Accumulated depreciation		(1,088.7	)		(1,028.1	)
Total net property, plant and equipment	$	855.6		$	835.5
Other Assets
Pension asset	$	38.1		$	42.5
Deferred charges and other assets		45.6			42.3
Total other assets	$	83.7		$	84.8
Other Current Liabilities
Accrued advertising, promotion and allowances	$	304.7		$	324.3
Accrued salaries, vacations and incentive compensation		93.2			123.0
Returns reserve		41.8			47.8
Other		195.6			233.8
Total other current liabilities	$	635.3		$	728.9
Other Liabilities
Pensions and other retirement benefits	$	179.4		$	176.7
Deferred compensation		114.9			138.8
Deferred income tax liabilities		499.7			489.9
Other non-current liabilities		66.3			63.8
Total other liabilities	$	860.3		$	869.2

Note 12 – Recently Issued Accounting Pronouncements
In May 2009, the FASB issued FASB Statement No. 165, “Subsequent Events" (SFAS 165). This Statement is intended to establish general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued. This statement requires the disclosure of the date through which an entity has evaluated subsequent events and the basis for that date. SFAS 165 is effective for the current quarter. The Company has included this disclosure in the lead paragraph to the Notes to Consolidated Financial Statements.

In June 2009, the FASB voted to approve the “FASB Accounting Standards Codification” as the single official source of authoritative, nongovernmental U.S. Generally Accepted Accounting Principles (GAAP). The Codification will be applied to disclosures as of September 30, 2009 for Energizer.

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Energizer Holdings, Inc.
Items 2 and 3. Management’s Discussion and Analysis of Financial Condition and Results of
Operations, and Quantitative and Qualitative Disclosures About Market Risk

Highlights / Operating Results

     The following discussion is a summary of the key factors management considers necessary in reviewing the Company’s historical basis results of operations, operating segment results, and liquidity and capital resources. Statements in this Management’s Discussion and Analysis of Financial Condition and Results of Operations that are not historical may be considered forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. See “Forward-Looking Statements” presented later in this section. This discussion should be read in conjunction with the accompanying unaudited financial statements and notes thereto for the quarter and nine months ended June 30, 2009, the Company’s Quarterly Report on Form 10-Q for the quarter and six months ended March 31, 2009 and the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2008.

     Net Earnings for the Company for the quarter ended June 30, 2009 were $72.7, or $1.13 per diluted share, compared to $66.7, or $1.13 per diluted share, for the same quarter last year. Earnings per share are flat versus the prior year despite higher net earnings in the fiscal 2009 quarter due to an increase in the weighted average shares outstanding as a result of the completion of the sale of an additional 10.9 million common shares on May 20, 2009. Weighted average shares outstanding will increase to approximately 70 million for the fiscal fourth quarter of 2009 reflecting the full impact of the sale of the common shares. The impact of the acquisition of the “Edge” and “Skintimate” shave preparation business from S.C. Johnson on June 5, 2009 (the “Acquisition”) was immaterial to the quarter. The current quarter results include the following item:

• A favorable adjustment of $0.7 after taxes, or $0.01 per diluted share, resulting from a change in the policy under which the Company’s colleagues earn and vest in the Company’s paid time-off (PTO) benefit in Canada.

The prior year quarter results include the following items:

• A provision for taxes of $4.0, or $0.07 per share to increase prior year tax accruals, and
   
• Costs associated with the Playtex integration and certain other realignment activities of $1.9, after taxes, or $0.03 per diluted share.

     Net Earnings for the nine months ended June 30, 2009 were $260.7, or $4.29 per diluted share, compared to $230.2, or $3.90 per diluted share for the same period last year. Unlike the quarter, the sale of the additional common shares in May 2009 did not have as significant an impact on the weighted average shares outstanding for the nine months ended June 30, 2009 (an increase of approximately 1 million shares) due to the fact that the sale of the common shares did not occur until later in the fiscal third quarter. We expect weighted average shares outstanding to increase by approximately 4 million for fiscal year 2009 as compared to fiscal year 2008 as a result of the new shares. The remaining increase in the weighted average shares outstanding on a full year basis resulting from the sale of the additional common shares will be reflected in fiscal 2010. The current nine months include the following items:

• The favorable impact of the change in the PTO policy of $15.2 after taxes, or $0.26 per diluted share. Prior to the change, the Company’s colleagues were granted and vested in their total PTO days at the beginning of the calendar year, and received a cash payment for unused days in the event of termination during the year. As such, the value of a full year of PTO, net of days used, was accrued at any given balance sheet date. As part of a recent review of certain benefit programs, this policy was revised, effective March 2009 in the U.S. and effective April 2009 in Canada, to a more “market” policy for PTO. The revised policy has an “earn as you go” approach, under which the Company’s colleagues earn current-year PTO on a pro-rata basis as they work during the year. As a result of this change, any previously earned and vested benefit under the prior policy was forfeited, and the required liability at March 31, 2009 for the U.S. and April 30, 2009 for Canada was adjusted to reflect the revised benefit, and

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• Costs associated with the Playtex integration and certain other realignment activities of $7.4, after taxes, or $0.12 per diluted share.

The prior year nine months results include the following items:

• Additional product cost related to the write-up, at the time of the acquisition, and the subsequent sale of Playtex inventory of $16.5, after taxes, or $0.28 per diluted share,
   
• Costs associated with the Playtex integration and certain other realignment activities of $10.0, after taxes, or $0.17 per diluted share, and
   
• A provision for taxes of $4.0, or $0.07 per share to increase prior year tax accruals.

     Net sales for the quarter ended June 30, 2009 decreased $69.2, or 6%, due primarily to the impact of currencies, which negatively impacted the year-over-year comparison by approximately $64.

     For the nine months ended June 30, 2009, net sales decreased $287.2, or 9%, due to the impact of currencies, which negatively impacted the year-over-year comparison by approximately $188, and lower unit volumes in Household Products, primarily in North America. See “Segment Results” below for further details for the quarter and nine month sales.

     Gross profit for the quarter ended June 30, 2009 decreased $51.2, or 10%, due to the unfavorable impact of currencies of approximately $51 for the quarter. Gross margin as a percent of net sales was 45.9% for the quarter ended June 30, 2009. Exclusive of the impact of currencies, gross margin as a percent of net sales was 47.9% for the current quarter, up slightly from 47.7% for the comparable quarter in the prior year.

     For the nine months ended June 30, 2009, gross profit decreased $118.1 or 8% due primarily to the negative impact of currencies of approximately $130 and the unfavorable impact of approximately $38 due primarily to lower unit volumes, most notably in Household Products. These negative impacts were offset by the $11.4 favorable impact of the change in the Company’s PTO policy noted in the second quarter, favorable year over year pricing of approximately $18 and the $27.5 unfavorable impact of the Playtex inventory write-up and subsequent sale in the first nine months of fiscal 2008. Gross margin as a percent of net sales was 47.4% for the nine months ended June 30, 2009 as compared to 46.9% for the same period in the prior year. Gross margin as a percent of net sales, exclusive of the impact of currencies and the PTO policy change, was 48.4% for the nine months ended June 30, 2009, as compared to 47.7%, exclusive of the impact of the Playtex inventory write-up at the time of acquisition, for the same period in the prior year.

     Selling, general and administrative expense (SG&A) decreased $23.9 for the quarter as compared to the same quarter in the prior year due primarily to the favorable impact of currencies of approximately $13 and lower overhead spending due, in part, to Playtex synergies. For the nine months ended June 30, 2009, SG&A decreased by $73.2 due to favorable currencies of approximately $36, the favorable impact of $12.7 related to the change in the PTO policy noted above, and lower overhead spending.

     Advertising and promotion (A&P) expense decreased $20.7, or 15%, for the quarter ended June 30, 2009 due primarily to lower spending of approximately $14 and the favorable impact of currencies of approximately $7. A&P for the quarter ended June 30, 2009 was 12.0% of net sales versus 13.1% of net sales for the same quarter last year.

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     For the nine months ended June 30, 2009, A&P decreased $74.1, or 20%, due primarily to lower spending of approximately $54 and the favorable impact of currencies of approximately $20. A&P for the nine months ended June 30, 2009 was 10.1% of net sales versus 11.5% of net sales for the same period last year.

Significant Events

     On May 20, 2009, the Company completed the sale of 10.925 million shares of common stock at a price of $49.00. The net proceeds from the sale of the common shares were $510.2, net of fees and expenses associated with the offering. The Company used a portion of the proceeds to fund the Acquisition for $275 in cash. The remaining proceeds will be used for general corporate purposes, including the repayment of debt.

     On June 5, 2009, the Company completed the Acquisition for $275. The “Edge” and “Skintimate” brands will be combined with the Company’s Schick-Wilkinson Sword wet shave product line, and the integration is expected to take from three to six months.

     The Company believes “Edge,” which is predominately a North American business, holds a leading U.S. market share position in the men’s shave preparation category. The Company believes that “Edge” has strong brand equity and broad distribution across all classes of trade in the U.S. The Company believes the “Skintimate” brand is the U.S. market share leader in women’s shave preparation and has strong brand equity among women in all age groups. The Company views the Acquisition as a natural adjacency to its existing Wet Shave business.

Recent Developments

     On July 27, 2009, the Board of Directors approved a restructuring plan designed primarily to re-organize and reduce headcount in the Household Products business. The approved plan provides for an offer of a voluntary enhanced retirement severance package to certain eligible hourly and salaried U.S. employees, and the elimination of additional positions as part of a limited involuntary reduction in force. In the current global recessionary environment, we continue to see cautious retailer inventory investments and unfavorable device trends, primarily in developed markets. It remains difficult to determine how much of the recent category weakness is due to each of these factors as well as other category and competitive dynamics. The Company believes this restructuring plan is advisable to reduce the Company’s overhead cost structure for its Household Products business, right-size manufacturing and sales operations in light of market conditions and ensure alignment with its overall investment strategies.

     Costs for the restructuring plan are expected to be in the range of $22 - $28 million, consisting primarily of one-time termination benefits, and we expect the majority of the costs to be recorded in fiscal 2009, although certain aspects of the plan may result in charges during early fiscal 2010. We expect to complete the majority of the re-organization by the end of the first quarter of fiscal 2010. Once completed, the Company expects annualized savings from the restructuring plan to be in the range of $15 to $18 million.

     Studies to review the Company’s international manufacturing operations to identify potential cost improvement opportunities will continue to be a common practice. Studies are currently underway, which may result in further restructuring actions. If a restructuring plan is initiated as a result of the studies, we expect that the costs and the associated savings would be considerably lower than the U.S. plan described above. At this time, we are unable to determine if the current studies will result in a restructuring plan, nor can we predict the likelihood or extent of any future restructuring actions.

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Non-GAAP Financial Measures

     While the Company reports financial results in accordance with accounting principles generally accepted in the U.S. (“GAAP”), this discussion includes non-GAAP measures. These non-GAAP measures, such as comparisons excluding the impact of currencies, the change in the Company’s PTO policy in 2009 or the negative impact on gross margin due to the write-up and subsequent sale of the inventory acquired in the Playtex acquisition in 2008, are not in accordance with, nor are they a substitute for, GAAP measures. The Company believes these non-GAAP measures provide a more meaningful comparison to the corresponding reported period and assist investors in performing analysis consistent with financial models developed by research analysts. Investors should consider non-GAAP measures in addition to, not as a substitute for, or superior to, the comparable GAAP measures.

Segment Results

     Operations for the Company are managed via two segments — Household Products (Battery and Lighting Products) and Personal Care (Wet Shave – including the Acquisition, Skin Care, Feminine Care and Infant Care). Segment performance is evaluated based on segment operating profit, exclusive of general corporate expenses, share-based compensation costs, costs associated with most restructuring, integration or business realignment activities and amortization of intangible assets. Financial items, such as interest income and expense, are managed on a global basis at the corporate level.

     The operating results for the Acquisition from the closing date of June 5, 2009 to the end of the quarter, were immaterial to the fiscal third quarter results for Energizer and the Personal Care segment.

     The reduction in gross profit for the year ended September 30, 2008 associated with the write-up and subsequent sale of inventory acquired in the Playtex acquisition, which occurred on October 1, 2007, is not reflected in the Personal Care segment, but rather is presented as a separate line item below segment profit, as it is directly associated with the Playtex acquisition. This presentation reflects management’s view on how it evaluates segment performance.

     For the quarter and nine months ended June 30, 2009, cost of products sold and SG&A expense reflected favorable adjustments of $11.4 and $12.7, respectively, related to the change in policy governing the Company’s PTO. These favorable adjustments were not reflected in the Household Products or Personal Care segments, but rather presented as a separate line below segment profit as it was not considered operational in nature.

Such presentation reflects management’s view on how it evaluates segment performance.

     The Company’s operating model includes a combination of stand-alone and combined business functions between the Household Products and Personal Care businesses, varying by country and region of the world. Shared functions include product warehousing and distribution, various transaction processing functions, and in some countries, a combined sales force and management.

     This structure is the basis for Energizer’s reportable operating segment information, as included in the tables in Footnote 1 to the Condensed Consolidated Financial Statements for the quarters and nine months ended June 30, 2009 and 2008.

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Household Products

	Quarter ended June 30,				Nine months ended June 30,
	2009		2008		2009		2008
Net sales	$	468.0	$	537.1	$	1,533.1	$	1,801.1
Segment profit	$	74.8	$	89.5	$	284.9	$	338.9

     For the quarter, net sales were $468.0, down $69.1, or 13% versus the same quarter last year due partially to unfavorable currencies of approximately $37. Excluding the unfavorable currency impact, net sales declined $33, or 6% as lower sales volume was partially offset by favorable pricing and product mix. The lower sales volume was across all regions and was driven by a reduction in Energizer Max premium alkaline and low margin non-Energizer branded products volume. We estimate overall retail consumption of Energizer Max units globally was down approximately 3% to 4% in the current quarter compared to the same quarter last year. In the current global recessionary environment, we continue to see cautious retailer inventory investments and unfavorable device trends, primarily in developed markets. It remains difficult to determine how much of the recent category weakness is due to each of these factors as well as other category and competitive dynamics. It should be noted that the Company’s broad performance battery portfolio including its lithium offerings has helped Energizer to hold or grow market share in most key markets despite the Energizer Max decline noted above. Overall pricing and product mix was favorable globally driven by early fiscal 2009 price increases in the U.S. and a number of other markets.

     Segment profit decreased $14.7 for the quarter as approximately $23 of unfavorable currency impacts and the unfavorable impact of lower volume of $16 was partially offset by favorable pricing and product mix of $10 and lower advertising and promotion expense of $13.

      For the nine months, net sales were $1,533.1, down $268.0, or 15% versus the prior nine month period including the impact of approximately $119 of unfavorable currencies. Excluding the unfavorable currency impact, net sales declined $149, or 8% due to lower sales volume most notably in the U.S. The U.S. volume decline reflects significant retail inventory reductions, primarily in the first quarter, and declines in lower margin non-Energizer branded products.

     Year to date, segment profit decreased $54.0, including approximately $59 of unfavorable currency. Excluding the impact of the unfavorable currency, segment profit increased approximately $5 as the impact of lower sales noted above was more than offset by reductions in advertising and promotion, overheads and favorable product costs primarily in the first quarter.

     Looking ahead, we expect a difficult comparison for the fiscal fourth quarter of 2009 as the prior year quarter included hurricane related sales and an increase in early holiday shipments as customers purchased ahead of the announced U.S. price increase. We estimate product cost will be unfavorable $10 for the remainder of the year due primarily to the impact of lower unit volumes. Finally, as has been evident throughout fiscal 2009, we expect currencies to remain unfavorable for the fiscal fourth quarter as compared to the prior year quarter. However, based on exchange rates as of July 24, 2009, the unfavorable comparison should be moderated somewhat versus the year to date impact as the U.S. dollar has weakened modestly. We currently estimate the unfavorable impact in Household Products will be in range of $10 to $12, primarily in gross margin, as compared to the fiscal fourth quarter of 2008.

Personal Care

	Quarter ended June 30,				Nine months ended June 30,
	2009		2008		2009		2008
Net sales	$	529.5	$	529.6	$	1,387.3	$	1,406.5
Segment profit	$	87.8	$	83.2	$	280.1	$	253.1

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     Net Sales for the quarter were $529.5, which is essentially flat versus the prior year. However, on a constant currency basis, net sales increased approximately $28, or 5%, in the quarter. The increase in net sales on a constant currency basis was driven by increases in all product lines. The following product line comparatives are on an “ex currency” basis. Reported net sales comparatives for each product group are presented in the segment footnote of the Condensed Consolidated Financial Statements. Wet Shave net sales increased 4% due to the early success of the Quattro for Women Trimmer, which was launched in the second quarter of fiscal 2009. Skin Care sales increased 6% due to higher shipments of Wet Ones in response to the H1N1 pandemic, and to a lesser extent, higher sales of Suncare, primarily in Latin America and Europe. Infant Care sales increased 10% due to growth in Diaper Genie. Finally, Feminine Care sales increased 6% due to continued strong sales growth of Sport, only partially offset by lower sales of Gentle Glide.

     Segment profit for the quarter was $87.8, up $4.6 or 6%, versus the same quarter in the prior year. Excluding the impact of unfavorable currencies of approximately $9, segment profit increased $13 for the quarter due to $6 in incremental Playtex synergies, and the impact of the higher sales noted above. These items were partially offset by higher product costs and unfavorable product mix.

     For the nine months ended June 30, 2009, net sales were $1,387.3, a decrease of $19.2, or 1%, including the negative impact of unfavorable currencies of approximately $69. On a constant currency basis, sales increased approximately $49, or 4%. Wet Shave increased 4% on higher disposable volumes, the launch of Quattro for Women Trimmer and higher sales for Quattro men’s systems, partially offset by declines in other legacy system products. Infant Care sales increased 7% due primarily to growth in Diaper Genie products. Skin Care sales increased 3% on higher sales of Suncare and Wet Ones. Feminine Care sales declined 1% as higher sales of Sport were offset by lower sales of Gentle Glide, due, in part, to increased competitive activity.

     Segment profit for the nine months ended June 30, 2009 was $280.1, up $27.0 on a reported basis and up approximately $43, or 17%, excluding the impact of unfavorable currencies. This increase on a constant currency basis was due to approximately $26 in incremental Playtex synergies and lower advertising and promotion, which were partially offset by higher product costs and unfavorable product mix.

     Incremental synergies are expected to be approximately $5 for the remainder of the fiscal year; however, these will continue to offset certain unfavorable product cost and mix impacts as well as other project investment spending.

     As noted in the Household Products discussion, we expect a continuation of the unfavorability in currency rates as compared to the prior year in the fourth fiscal quarter of 2009. At prevailing currency rates as of July 24, 2009, we expect the overall impact of currency to the Personal Care segment profit to be unfavorable in an amount ranging from $8 to $10, primarily in gross margin, for the remainder of fiscal year 2009 as compared to the same time frame in the prior year.

General Corporate and Other Expenses

	Quarter ended June 30,						Nine months ended June 30,
	2009			2008			2009			2008
General Corporate Expenses	$	21.5		$	20.8		$	52.2		$	54.5
Playtex Integration		-			3.0			3.1			13.1
General Corporate Expenses with Integration		21.5			23.8			55.3			67.6
Restructuring and Related Charges		0.3			0.1			8.2			2.7
General Corporate and Other Expenses	$	21.8		$	23.9		$	63.5		$	70.3
% of total net sales		2.2	%		2.2	%		2.2	%		2.2	%

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     For the quarter ended June 30, 2009, general corporate and other expenses were $21.8, down $2.1, due primarily to the impact of Playtex integration costs in the prior year quarter. Corporate and other expenses were $63.5, or down $6.8, for the nine months ended June 30, 2009 as compared to the same period in the prior year due primarily to lower Playtex integration costs in fiscal 2009. Consistent with its historical actions, the Company may engage in further cost reductions to optimize its operating performance, which could result in future charges. See “Recent Developments” presented earlier in this discussion.

Interest Expense and Other Financing Costs
     For the quarter and nine months ended June 30, 2009, interest expense decreased $9.3 and $28.3, respectively, as compared to the same periods in the prior fiscal year, due to lower average interest costs on variable debt and lower average borrowings. Other net financing items were favorable $7.1 for the quarter, but unfavorable $11.4 for the nine months ended June 30, 2009. For the quarter, a modest weakening of the dollar combined with gains recorded on the settlement of foreign exchange hedging contracts resulted in the favorable quarter comparison. The year to date unfavorable result was due primarily to exchange losses incurred as U.S. dollar-based payables for the Company’s foreign affiliates were unfavorably impacted by the significant strengthening of the U.S. dollar versus most local currencies during the first quarter of fiscal year 2009.

Income Taxes
     Income taxes, which include federal, state and foreign taxes, were 35.0% of pre-tax income for the quarter as compared to 34.3% in the prior year quarter. For the nine months ended June 30, 2009, incomes taxes as a percent of pre-tax income were 32.7%. Excluding the $11 tax benefit for the write-up and subsequent sale of inventory acquired in the Playtex acquisition during fiscal year 2008, prior year income taxes as a percent of pre-tax income was 32.5% for the nine months ended June 30, 2008.

Liquidity and Capital Resources
     On May 20, 2009, the Company completed the sale of an additional 10.925 million shares of common stock for $49.00 per share. Net proceeds from the sale of the additional shares were $510.2. The Company used $275 of the net proceeds to complete the purchase of the Acquisition on June 5, 2009, and used $100 to repay private placement notes, which matured on June 30, 2009. The remaining proceeds have contributed significantly to the increase in cash on hand at June 30, 2009 and we expect to use the remaining net proceeds for general corporate purposes including to possibly repay a portion of the scheduled private placement maturities of $200 due November, 2009.

     Cash flow from operations is the primary funding source for operating needs and capital investments. Cash flow from operations was $251.5, down $33.6, for the nine months ended June 30, 2009 as compared to $285.1 for the same period last year. Investment in inventory increased approximately $23 during the first nine months of 2009 as compared to a reduction of approximately $21 for the same period last year due to several factors including inventory build to support certain supply chain initiatives, including termination of certain sun care distributor agreements. Other current liabilities as compared to the same period last year decreased by approximately $75 due, in part, to lower advertising and promotional accruals and the impact of the previously discussed change in the PTO policy. Additionally, the Company made a $24.7 deposit in conjunction with its share option contract, which is in place to mitigate the impact of changes in certain of the Company’s deferred compensation liabilities. This deposit is reported on the Other, net line in the Statement of Cash Flows and discussed below under “Market Risk — Stock Price Exposure.” The above negative impacts were partially offset by lower investment in accounts receivable, which decreased by $62 during the nine months ended June 30, 2009 as compared to an increase of $14 for the same period in the prior year due primarily to lower sales in the quarter and the favorable impact of higher operating cash flow before changes in working capital of $48.1, exclusive of the share option deposit noted above.

     Capital expenditures were $108.4 for the nine months ended June 30, 2009 and $97.4 for the same period last year. Full year capital expenditures are estimated to be approximately $145 to $150 for 2009.

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     The Company currently has approximately 8 million shares remaining on its current 10 million share repurchase authorization. Future purchases may be made from time to time on the open market or through privately negotiated transactions, subject to corporate objectives and the discretion of management.

     The Company’s total borrowings were $2,855.5 at June 30, 2009, including $725.5 tied to variable interest rates. The Company maintains total debt facilities of $3,345.5, of which $479.0 remained available as of June 30, 2009. Over the next twelve months, the Company has $251 of scheduled debt maturities. These maturities will be repaid from cash flow from operations, availability under the Company’s revolver facility and from the remaining proceeds from the recent equity issuance. During the second quarter, the Company entered into interest rate swap agreements with two major international financial institutions that fixed the interest rate on $300 of the Company’s variable rate debt for the next four years at an interest rate of 2.61%.

     As discussed in Note 7 to the accompanying Unaudited Condensed Consolidated Financial Statements, under the terms of the Company’s credit agreements, the ratio of the Company’s indebtedness to its EBITDA, as defined in the agreements, cannot be greater than 4.00 to 1, and may not remain above 3.50 to 1 for more than four consecutive quarters. If and so long as the ratio is above 3.50 to 1 for any period, the Company is required to pay additional interest expense for the period in which the ratio exceeds 3.50 to 1. The interest rate margin and certain fees vary depending on the indebtedness to EBITDA ratio. Under the Company’s private placement note agreements, the ratio of indebtedness to EBITDA may not exceed 4.0 to 1. However, if the ratio is above 3.50 to 1, the Company is required to pay an additional 75 basis points in interest for the period in which the ratio exceeds 3.50 to 1. In addition, under the credit agreements, the ratio of its current year EBIT, as defined in the agreements, to total interest expense must exceed 3.00 to 1. The Company’s ratio of indebtedness to its EBITDA was 3.15 to 1, and the ratio of its EBIT to total interest expense was 4.66 to 1 as of June 30, 2009. Each of the calculations at June 30, 2009 was pro forma for the Acquisition. The Company anticipates that it will remain in compliance with its debt covenants for the foreseeable future. The expected impact of the difficult fiscal fourth quarter comparative (see Household Products section) coupled with the negative impact on EBITDA resulting from the anticipated restructuring charges (see Recent Developments) should result in an increase in the Company's lndebtedness to EBITDA ratio for the fiscal fourth quarter. The restructuring charges will negatively impact trailing twelve month EBITDA, which is used in the ratio, through the third quarter of fiscal 2010, after which it will roll out of the calculation. Savings from the restructuring program will somewhat mitigate the negative EBITDA impact of the restructuring charges as they are realized during this time frame, and will remain a positive impact on the ratio going forward. We expect that significant cash will remain on the Balance Sheet at September 30, 2009 and anticipate that the cash will be used, in part, to repay a portion of the $200 of maturing private placement notes in November 2009. A reduction of debt via the use of excess cash in this manner would reduce the lndebtedness to EBITDA ratio accordingly. If the Company fails to comply with the financial covenants referred to above or with other requirements of the credit agreements or private placement note agreements, the lenders would have the right to accelerate the maturity of the debt. Acceleration under one of these facilities would trigger cross defaults on other borrowings. As disclosed previously, the Company believes that the cost and long-term nature of its current debt structure is a valuable asset given recent changes in the credit markets due to the global economic crisis. Additionally, the Company believes that reducing overall leverage and maintaining a covenant cushion with a portion of the proceeds of the recent equity offering should provide adequate capital for the Company to pursue its strategic initiatives and provide greater financial and operational flexibility, while helping to preserve the strength of its current favorable debt structure.

     On May 5, 2009, the Company amended and renewed its existing receivables securitization program, under which the Company sells interests in certain accounts receivable, and which provides funding to the Company of up to $200 with two large financial institutions. The sales of the receivables are effected through a bankruptcy remote special purpose subsidiary of the Company, Energizer Receivables Funding Corporation (ERFC). Funds received under this financing arrangement are treated as borrowings rather than proceeds of accounts receivables sold for accounting purposes. However, borrowings under the program are not considered debt for covenant compliance purposes under the Company’s credit agreements and private placement note agreements. The program is subject to renewal annually on the anniversary date. At June 30, 2009, a total of $200.0 was outstanding under this facility.

     The counterparties to long-term committed borrowings consist of a number of major international financial institutions. The Company continually monitors positions with, and credit ratings of, counterparties both internally and by using outside ratings agencies. The Company has staggered long-term borrowing maturities through 2017 to reduce refinancing risk in any single year and to optimize the use of cash flow for repayment.

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A summary of Energizer’s significant contractual obligations at June 30, 2009 is shown below:

			Less than 1						More than 5
	Total		year		1-3 years		3-5 years		years
Long-term debt, including current maturities	$	2,591.0	$	251.0	$	472.0	$	968.0	$	900.0
Interest on long-term debt		604.4		119.1		204.4		147.1		133.8
Operating leases		61.7		18.0		25.5		11.0		7.2
Purchase obligations and other (1)		72.6		59.6		11.5		1.5		-
Total	$	3,329.7	$	447.7	$	713.4	$	1,127.6	$	1,041.0

(1) The Company has estimated approximately $1.3 of cash settlements associated with unrecognized tax benefits within the next year, which are included in the table above. As of June 30, 2009, the Company’s Consolidated Balance Sheet reflects a liability for unrecognized tax benefits of approximately $49 excluding interest and penalties. The contractual obligations table above does not include this liability. Due to the high degree of uncertainty regarding the timing of future cash outflows of liabilities for unrecognized tax benefits beyond one year, a reasonable estimate of the period of cash settlement for periods beyond the next twelve months cannot be made, and thus is not included in this table.

     The Company has contractual purchase obligations for future purchases, which generally extend one to three months. These obligations are primarily purchase orders at fair value that are part of normal operations and are reflected in historical operating cash flow trends. In addition, the Company has various commitments related to service and supply contracts that contain penalty provisions for early termination. As of June 30, 2009, we do not believe such purchase obligations or termination penalties will have a significant effect on our results of operations, financial position or liquidity position in the future.

     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.

Market Risk

Currency Rate Exposure
     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, a weakening of currencies relative to the U.S. dollar results in margin declines unless mitigated through pricing actions, which are not always available due to the competitive environment. Conversely, a strengthening in currencies relative to the U.S. dollar can improve margins. This margin impact coupled with the translation of foreign operating results to the U.S. dollar for financial reporting purposes may have an impact on reported operating profits. See the Segment Results section for further discussion.

     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.

     From time to time the Company may employ foreign currency hedging techniques to mitigate 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 may also be hedged. The Company’s primary foreign affiliates that are exposed to U.S. dollar purchases have the euro, the yen, the British pound, the Canadian dollar and the Australian dollar as their local currencies.

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     The Company uses natural hedging techniques, such as offsetting like foreign currency cash flows, foreign currency derivatives with durations of generally one year or less, including forward exchange contracts, purchased put and call options and zero-cost option collars. Certain of the foreign exchange contracts have been designated as cash flow hedges and are accounted for in accordance with Statement of Financial Accounting Standard No. 133, “Accounting for Derivative Instruments and Hedging Activities” (SFAS 133).

     The Company enters into foreign currency derivative contracts to hedge existing balance sheet exposures. Any losses on these contracts would be fully offset by exchange gains on the underlying exposures, thus they are not subject to significant market risk. At June 30, 2009, the Company had a loss of $1.1 included in earnings on unsettled forward currency contracts. In addition, the Company has entered into a series of forward currency contracts to hedge the cash flow uncertainty of forecasted inventory purchases due to short term currency fluctuations. These transactions are accounted for as cash flow hedges. At June 30, 2009, the Company had an unrecognized pre-tax gain on these forward currency contracts accounted for as cash flow hedges of $1.9 included in Accumulated Other Comprehensive Income.

     In addition, the Company has investments in Venezuela, which currently require government approval to convert local currency to U.S. dollars at official government rates. The government approval for currency conversion to satisfy U.S. dollar liabilities to foreign suppliers has been delayed in recent periods, resulting in higher cash balances and higher past due U.S. dollar payables to other Energizer affiliates with our Venezuelan subsidiary. As an alternative, the Company may choose to settle these purchases at a rate equal to the unofficial, parallel currency exchange rate. If the Company was forced to settle its Venezuelan subsidiary’s U.S. dollar liabilities at June 30, 2009 at a rate equal to the unofficial, parallel currency exchange rate as of that date, it would result in a currency exchange loss of approximately $30.

Commodity Price Exposure
     The Company uses raw materials that are subject to price volatility. The Company will use hedging instruments as it desires to reduce exposure to variability in cash flows associated with future purchases of zinc or other commodities. These hedging instruments are accounted for as cash flow hedges under SFAS 133. At June 30, 2009, the fair market value of the Company’s outstanding hedging instruments included in Accumulated Other Comprehensive Income was an unrealized pre-tax gain of $1.1. Contract maturities for these hedges extend into fiscal year 2010.

Interest Rate Exposure
     The Company has interest rate risk with respect to interest expense on variable rate debt. At June 30, 2009, the Company had $725.5 of variable rate debt outstanding, of which $300.0 is hedged via an interest rate swap as disclosed below. As a result, after giving effect to the hedged amount, a hypothetical one percentage point increase in variable interest rates would have an annual unfavorable impact of approximately $4.3 on the Company’s earnings before taxes and cash flows, based upon the current variable debt level at June 30, 2009.

     During the second quarter, the Company entered into interest rate swap agreements with two major international financial institutions that fixed the variable benchmark component (LIBOR) of the Company’s interest rate on $300 of the Company’s variable rate debt for the next four years. At today’s spread to this benchmark, the interest rate would be 2.61%. These hedging instruments are accounted for under SFAS 133 as cash flow hedges. At June 30, 2009, the Company had an unrecognized gain on these interest rate swap agreements accounted for as cash flow hedges of $5.8 included in Accumulated Other Comprehensive Income.

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Stock Price Exposure
     At June 30, 2009, the Company held a share option with a major multinational financial institution to mitigate the impact of changes in certain of the Company’s deferred compensation liabilities, which are tied to the Company’s common stock price. The fair market value of the share option was $9.2 as included in other current assets and $21.6 as included in other current liabilities at June 30, 2009 and 2008, respectively. The change in fair value of the total share option for the current quarter and nine months resulted in income of $1.8 and expense of $13.1, respectively, and expense of $9.3 and $20.2 for the same quarter and nine months last year, respectively, and was recorded in SG&A. In addition, as a result of the decline in the Company’s share price during the quarter ended December 31, 2008, the Company placed a $24.7 deposit with the counterparty, as required under the option agreement. Period activity related to the share option is classified in the same category in the cash flow statement as the period activity associated with the Company’s deferred compensation liability, which was cash flow from operations.

Forward-Looking Statements
     This document contains both historical and forward-looking statements. Forward-looking statements are not based on historical facts but instead reflect our expectations, estimates or projections concerning future results or events. These statements generally can be identified by the use of forward-looking words or phrases such as “believe,” “expect,” “anticipate,” “may,” “could,” “intend,” “intent,” “belief,” “estimate,” “plan,” “foresee,” “likely,” “will,” “should” or other similar words or phrases. These statements are not guarantees of performance and are inherently subject to known and unknown risks, uncertainties and assumptions that are difficult to predict and could cause our actual results, performance or achievements to differ materially from those expressed in or indicated by those statements. We cannot assure you that any of our expectations, estimates or projections will be achieved.

     The forward-looking statements included in this document are only made as of the date of this document and we disclaim any obligation to publicly update any forward-looking statement to reflect subsequent events or circumstances.

     Numerous factors could cause our actual results and events to differ materially from those expressed or implied by forward-looking statements, including, without limitation:

• risks associated with the current global recession and credit crisis;
   
• failure to generate sufficient cash to service our indebtedness and grow our business;
   
• limitations imposed by various covenants in our indebtedness;
   
• our ability to successfully access capital markets and ensure adequate liquidity during the current global recession and credit crisis;
   
• the extent to which our lenders have suffered losses related to the weakening economy that would impair their ability to fund our borrowings;
   
• our ability to continue to develop new products;
   
• our ability to execute our business strategy, achieve profitability, or maintain relationships with existing customers in our competitive industries;
   
• the impact of economic conditions, changes in technology, and device trends on demand for our battery products;
   
• the impact of changes in foreign, cultural, political, and financial market conditions on our international operations;

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• the effect of currency fluctuations;
   
• changes in our raw material costs or disruptions in the supply of raw materials;
   
• our ability to generate sufficient cash flow to support carrying values of our goodwill, trademarks, other intangible assets, and other long-lived assets;
   
• our ability to retain our principal customers;
   
• the effect of regulation on our business in the U.S. and abroad;
   
• events that may disrupt our manufacturing facilities or supply channels;
   
• the extent of product liability and other claims against us;
   
• changes in the funding obligations for our pension plan;
   
• the resolution of our tax contingencies and the extent to which they result in additional tax liabilities;
   
• our ability to adequately protect our intellectual property rights;
   
• the impact of cost reduction measures on our competitive position;
   
• our ability to achieve the anticipated benefits from the Playtex acquisition and the acquisition of the “Edge” and “Skintimate” shave preparation business;
   
• our ability to continue to make strategic acquisitions and achieve the desired financial benefits; and
   
• the cost, timing, savings and impact of any restructuring and realignment initiatives.

     The list of factors above is illustrative, but by no means exhaustive. All forward-looking statements should be evaluated with the understanding of their inherent uncertainty.

Item 4. Controls and Procedures

     Energizer maintains a system of disclosure controls and procedures which are designed to ensure that information required to be disclosed by the Company in the reports filed or submitted under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and is accumulated and communicated to management, including the Company’s certifying officers, as appropriate to allow timely decisions regarding required disclosure. Based on an evaluation performed, the Company’s certifying officers have concluded that the disclosure controls and procedures were effective as of June 30, 2009, to provide reasonable assurance of the achievement of these objectives. Notwithstanding the foregoing, there can be no assurance that the Company’s disclosure controls and procedures will detect or uncover all failures of persons within the Company and its consolidated subsidiaries to report material information otherwise required to be set forth in the Company’s reports.

There was no change in the Company’s internal control over financial reporting during the quarter ended June 30, 2009, that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

PART II — OTHER INFORMATION

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

Item 1 — Legal Proceedings

     The Company and its subsidiaries are parties to a number of legal proceedings in various jurisdictions arising out of the operations of the Energizer business. Many of these legal matters are in preliminary stages and involve complex issues of law and fact, and may proceed for protracted periods of time. The amount of liability, if any, from these proceedings cannot be determined with certainty. However, based upon present information, 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, are not reasonably likely to be material to Energizer’s financial position or results of operations, taking into account established accruals for estimated liabilities.

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

     On May 15, 2009, the Company commenced an offering for the sale of 10.925 million of its $.01 par value common stock, including 1.425 million shares subject to an underwriters’ over-allotment option, at a price to the public of $49.00 per share. J.P. Morgan Securities Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated and Deutsche Bank Securities Inc. acted as joint book-running managers, and J.P. Morgan Securities Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated acted as representatives of the underwriters. The offering was made pursuant to the Company’s automatic shelf registration statement on Form S-3 (Registration No. 333-159110), which registered an indeterminate offering amount of securities on a “pay-as-you-go” basis and became effective on May 11, 2009, and a related prospectus and prospectus supplement covering the offered shares filed with the Securities and Exchange Commission.

On May 20, 2009, the sale of all 10.925 million shares was completed, at an aggregate price of $535.3, resulting in net proceeds to the Company of approximately $510.2 after deducting underwriting discounts of $22.8 and estimated other offering expenses of $2.3. No expense payments were to directors, officers, ten percent shareholders or affiliates of the Company.

From the effective date of the registration statement until June 30, 2009, $275 of net proceeds were used by the Company to acquire the “Edge” and “Skintimate” shaving preparation business of S.C. Johnson & Son, Inc., as disclosed in the Company’s Current Report on Form 8-K filed on May 11, 2009, and $100 of net proceeds were used to repay the following indebtedness of the Company:

• $20 million principal amount of 3.40% notes which matured on June 30, 2009;
   
• $80 million principal amount of 5.99% notes which matured on June 30, 2009;

None of such payments were to directors, officers, ten percent shareholders or affiliates of the Company.

The Company intends to use the remaining net proceeds for general corporate purposes including possibly using a portion of the remaining  net proceeds to partially repay $200 of private placement notes maturing in November 2009. Pending their final use, the Company has invested such funds in interest-bearing, investment-grade securities, short-term investments or similar assets.

No shares of Energizer Common Stock were acquired by Energizer during the quarter ended June 30, 2009.

Item 5 — Other Information

     On July 27, 2009, the Board of Directors of Energizer approved a restructuring plan designed primarily to re-organize and reduce headcount in the Household Products business. The approved plan provides for an offer of a voluntary enhanced retirement severance package to certain eligible hourly and salaried U.S. employees, and the elimination of additional positions as part of a limited involuntary reduction in force.

     In the current global recessionary environment, we continue to see cautious retailer inventory investments and unfavorable device trends, primarily in developed markets. It remains difficult to determine how much of the recent category weakness is due to each of these factions as well as other category and competitive dynamics. Energizer believes this restructuring plan is advisable to reduce the overhead cost structure for its Household Products business, right-size manufacturing and sales operations in light of market conditions and ensure alignment with its overall investment strategies.

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     The costs for the restructuring plan are expected to be in the range of $22-$28 million, consisting primarily of one-time termination benefits, and it is expected that the majority of those costs will be recorded in fiscal 2009, although certain aspects of the plan may result in charges during early fiscal 2010. It is expected that the majority of the re-organization will be completed by the end of the first quarter of fiscal 2010. Once completed, Energizer expects annualized savings from the restructuring plan to be in the range of $15 to $18 million.

Item 6 — Exhibits

See the Exhibit Index hereto.

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SIGNATURES

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

ENERGIZER HOLDINGS, INC.
Registrant
By:
	Daniel J. Sescleifer
	Executive Vice President and
	Chief Financial Officer

Date: July 31, 2009

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EXHIBIT INDEX

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

Exhibit
No.		Description of Exhibit
	3.1	Articles of Incorporation of Energizer Holdings, Inc. (incorporated by reference to Exhibit 3.1 to Amendment No. 3 to the Company’s Registration Statement on Form 10 (File No. 1-15401 (filed on March 16, 2000))
	3.2*	Amended and Restated Bylaws of Energizer Holdings, Inc., effective as of May 14, 2009.
	4.1	Rights Agreement between Energizer Holdings, Inc. and Continental Stock Transfer & Trust Company, as Rights Agent (incorporated by reference to Exhibit 4.1 to Post-Effective Amendment No. 1 to the Company’s Registration Statement on Form 10 (File No. 1-15401) (filed on April 19, 2000))
	2.1	Asset Purchase Agreement, dated as of May 11, 2009, by and between S.C. Johnson & Son, Inc., a Wisconsin corporation and Energizer Holdings, Inc., a Missouri corporation (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on May 11, 2009.
	1.1	Underwriting Agreement, dated May 14, 2009 (incorporated by reference to Exhibit 1.1 to the Company’s Current Report on Form 8-K filed on May 14, 2009).
	31.1*	Certification of periodic financial report by the Chief Executive Officer of Energizer Holdings, Inc. pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as amended pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
	31.2*	Certification of periodic financial report by the Chief Financial Officer of Energizer Holdings, Inc. pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as amended pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
	32.1*	Certification of periodic financial report pursuant to 18 U.S.C. Section 1350, adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, by the Chief Executive Officer of Energizer Holdings, Inc.
	32.2*	Certification of periodic financial report pursuant to 18 U.S.C. Section 1350, adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, by the Chief Financial Officer of Energizer Holdings, Inc.

* Filed herewith.

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EX-3.2

Exhibit 3.2

AMENDED BYLAWS

OF

ENERGIZER HOLDINGS, INC.

Dated as of May 14, 2009

ARTICLE I - SHAREHOLDERS

     SECTION 1. ANNUAL MEETING: The annual meeting of shareholders shall be held at the principal office of the Company, or at such other place either within or without the State of Missouri as the Directors may from time to time determine, at 2:00 P.M. on the fourth Monday in January in each year, or such other time as may be determined by the Chairman of the Board, or if such day be a legal holiday then on the next succeeding business day, to elect Directors and transact such other business as may properly come before the meeting.

     SECTION 2. SPECIAL MEETINGS: Special meetings of shareholders may be called only by the affirmative vote of a majority of the entire Board of Directors or by the Chairman of the Board or the President by request for such a meeting in writing. Such request shall be delivered to the Secretary of the Company and shall state the purpose or purposes of the proposed meeting. Upon such direction or request, subject to any requirements or limitations imposed by the Company’s Articles of Incorporation, by these Bylaws, or by law, it shall be the duty of the Secretary to call a special meeting of the shareholders to be held at such time as is specified in the request. Only such business shall be conducted, and only such proposals shall be acted upon, as are specified in the call of any special meeting of shareholders, and each such meeting shall be held at such time, and at such place either within or without the State of Missouri, as may be specified in the notice thereof. As used in these Bylaws, the terms “entire Board of Directors” means the total number of Directors fixed by, or in accordance with, these Bylaws.

SECTION 3. NOTICE.

(a) Except as otherwise required by the laws of Missouri, notice of each meeting of the shareholders, whether annual or special, shall be given, except that (i) it shall not be necessary to give notice to any shareholder who properly waives notice before or after the meeting, whether in writing or by electronic transmission or otherwise, and (ii) no notice of an adjourned meeting need be given except when required under these Bylaws or by law. Such notice shall state the date, time and place, if any, of the meeting (and the means of remote communications, if any, by which shareholders and proxy holders may be deemed to be present in person at such meeting), and in the case of a special meeting, shall also state the purpose or purposes thereof. Except as otherwise required by law, each notice of a meeting shall be given in any manner permitted by law not less than 10 nor more than 70 days before the meeting and shall state the time and place of the meeting, and unless it is the annual meeting, shall state at whose direction or request the meeting is called and the purposes for which it is called. The attendance of any shareholder at a meeting, without protesting at the beginning of the meeting that the meeting is not lawfully called or convened, shall constitute a waiver of notice by such shareholder; and the requirement of notice may also be waived in accordance with Section 4(b) of Article 5 of these Bylaws. Any previously scheduled meeting of shareholders may be postponed, and (unless the Articles of Incorporation otherwise provide) any special meeting of shareholders may be canceled or postponed, by resolution of the Board of Directors upon public notice (as defined in Section 6 of Article I of these Bylaws) given on or prior to the date previously scheduled for such meeting of shareholders.

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(b) Without limiting the manner by which notice otherwise may be given effectively to shareholders, any notice to a shareholder given by the Company may be given by a form of electronic transmission consented to by the shareholder to whom the notice is given. Any such consent shall be revocable by the shareholder by written notice to the Company. Any such consent shall be deemed revoked (i) if the Company is unable to deliver by electronic transmission two consecutive notices given by the Company in accordance with such consent and (ii) such inability becomes known to the Secretary or an Assistant Secretary of the Company or to the transfer agent or other person responsible for the giving of notice; provided, however, the inadvertent failure to treat such inability as a revocation shall not invalidate any meeting or other action. For purposes of these Bylaws, “electronic transmission” means any form of communication, not directly involving the physical transmission of paper, that creates a record that may be retained, retrieved and reviewed by a recipient thereof, and that may be directly reproduced in paper form by such a recipient through an automated process.

     (c) Notice shall be deemed given, if mailed, when deposited in the United States mail with postage prepaid, if addressed to a shareholder at his or her address on the Company’s records. Notice given by electronic transmission shall be deemed given (i) if by facsimile, when directed to a number at which the shareholder has consented to receive notice; (ii) if by electronic mail, when directed to an electronic mail address at which the shareholder has consented to receive notice; (iii) if by posting on an electronic network together with separate notice to the shareholder of such specific posting, upon the later of (A) such posting and (B) the giving of such separate notice; and (iv) by any other form of electronic transmission, when directed to the shareholder.

     SECTION 4. QUORUM; VOTING: At any meeting of the shareholders, every holder of common stock shall be entitled to vote in person, by a telephonic voting system (including one established by a proxy solicitation firm, proxy support service organization or like agent), or by proxy appointed by a proper instrument in writing and subscribed by the shareholder or by his or her duly appointed attorney-in-fact. A shareholder may authorize another person or persons to act for him as proxy by transmitting or authorizing the transmission of a telegram, cablegram, or other means of electronic transmission to the person who will be the holder of the proxy or to a proxy solicitation firm, proxy support service organization or like agent duly authorized by the person who will be the holder of the proxy to receive such transmission, provided that any such telegram, cablegram or other means of electronic transmission must either set forth or be submitted with information from which it can be determined that the telegram, cablegram or other electronic transmission was authorized by the shareholder. Each shareholder shall have such voting power as is prescribed by the Articles of Incorporation with respect to the shares registered in his or her name on the books of the Company. At any meeting of shareholders, the holders of shares having a majority of the voting power entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum for all purposes. If, however, such quorum shall not be present or represented at any meeting of shareholders, the holders of shares having a majority of the outstanding voting power present and entitled to vote at any meeting may adjourn the same from time to time for successive periods of not more than ninety days after such adjournment, without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the original meeting. If a quorum is present, the affirmative vote of the holders of shares constituting a majority of the voting power represented at the meeting shall be the act of the shareholders unless the vote of a greater number of shares is required by the Company’s Articles of Incorporation, by these Bylaws or by law.

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SECTION 5. CONDUCT OF MEETING:

(a) Notwithstanding anything in these Bylaws to the contrary, no business shall be conducted at a meeting except in accordance with the requirements and procedures set forth in this Section 5. The Board of Directors may adopt by resolution such rules and regulations for the conduct of the meeting of shareholders as it shall deem appropriate. Except to the extent inconsistent with such rules and regulations as adopted by the Board of Directors, the Chairman of any meeting of shareholders shall have the right and authority to prescribe such rules, regulations and procedures and to do all such acts as, in the judgment of such chairman, are appropriate or convenient for the proper conduct of the meeting. Such rules, regulations or procedures, whether adopted by the Board of Directors or prescribed by the Chairman of the meeting, may include, without limitation, the following: (i) the establishment of an agenda or order of business for the meeting, (ii) rules and procedures for maintaining order at the meeting and the safety of those present, (iii) limitations on attendance at or participation in the meeting to shareholders of record of the Company, their duly authorized and constituted proxies or such other persons as the chairman of the meeting shall determine; (iv) restrictions on entry to the meeting after the time fixed for the commencement thereof; (v) limitations on the time allotted to questions or comments by participants; and (vi) adjournment of the meeting either by the Chairman of the meeting or by vote of the shares present in person or by proxy at the meeting. Unless and except to the extent determined by the Board of Directors or the Chairman of the meeting, meetings of shareholders shall not be required to be held in accordance with the rules of parliamentary procedure. The Chairman of the meeting shall have absolute authority to decide questions of compliance with the foregoing procedures, and his or her ruling thereon shall be final and conclusive.

     (b) Notwithstanding anything to the contrary in these Bylaws, unless otherwise required by law, if a shareholder (or qualified representative) does not appear at the annual or special meeting of shareholders of the Company to present a nomination or business proposed by such shareholder pursuant to Section 6 of this Article I or Section 1 of Article II, such nomination shall be disregarded and such proposed business shall not be transacted, even though proxies in respect of such vote may have been received by the Company. In order to be considered a qualified representative of the shareholder, a person must be a duly authorized officer, manager or partner of such shareholder or must be authorized by a writing executed by such shareholder or an electronic transmission delivered by such shareholder to act for such shareholder as proxy at the meeting of shareholders, and such person must produce such writing or electronic transmission, or a reliable reproduction of the writing or electronic transmission, at the meeting of shareholders.

SECTION 6. BUSINESS TO BE CONDUCTED; ADVANCE NOTICE:

(a) At an annual meeting of shareholders, only such business (other than nominations of Directors, which must be made in compliance with, and shall be exclusively governed by, Section 1 of Article II of these Bylaws) shall be conducted as shall have been brought before the meeting (i) pursuant to the Company’s notice of the meeting (or any supplement thereto), (ii) by or at the direction of the Board of Directors or any committee thereof or (iii) by any shareholder of the Company who is a shareholder of record at the time of giving of the notice provided for in this Section 6 and at the time of the annual meeting, who shall be entitled to vote at such meeting and who shall have complied with the notice procedures set forth in this Section 6; clause (iii) shall be the exclusive means for a shareholder to submit such business (other than matters properly brought under Rule 14a-8 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and included in the Company’s notice of meeting) before or at an annual meeting of shareholders.

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(b) At any special meeting of shareholders, only such business or proposals as are specified in the notice of the meeting may be properly brought before the meeting.

(c) For any such business to be properly brought before an annual meeting by a shareholder of record pursuant to Section 6(a)(iii) of this Article I of these Bylaws, the shareholder must have given timely notice thereof in writing to the Secretary of the Company and any such proposed business must constitute a proper matter for shareholder action. To be timely, a shareholder’s notice, in writing, must be delivered to or mailed to and received by the Secretary of the Company at the principal offices of the Company not less than 90 days nor more than 120 days prior to the date of the annual meeting; provided, however, that in the event that the date of the meeting is more than 30 days before or more than 60 days after such date, notice by the shareholder must be received not earlier than the 120th day prior to the date of such annual meeting and not later than the close of business on the later of the 90th day prior to the date of such annual meeting or the seventh day following the day on which such notice of the date of the meeting was mailed or on which such public notice was given. In no event shall any adjournment or postponement of an annual meeting or the announcement thereof commence a new time period (or extend any time period) for the giving of a shareholder’s notice as described above. Public notice shall be deemed to have been given if a public announcement is made by press release reported by a national news service or in a publicly available document filed with the United States Securities and Exchange Commission pursuant to the Exchange Act.

     (d) Notwithstanding anything in these Bylaws to the contrary, no business (other than the election of Directors) shall be conducted at an annual meeting except in accordance with the procedures set forth in this Section 6. Except as otherwise provided by law, the Articles of Incorporation or these Bylaws, the Chairman of the meeting may, if the facts warrant, determine that the proposed business was not properly brought before the meeting in accordance with the provisions of this Section 6 (including whether the shareholder or beneficial owner, if any, on whose behalf the proposal is made solicited (or is part of a group which solicited) or did not so solicit, as the case may be, proxies in support of such shareholder's proposal in compliance with such shareholder's representation as required by clause (e)(iii)(e) of this Section 6); and if the Chairman should so determine, the Chairman shall so declare to the meeting, and any such proposed business not properly brought before the meeting shall not be transacted. Notwithstanding the foregoing provisions of this Section 6, a shareholder shall also comply with all applicable requirements of the Exchange Act and the rules and regulations thereunder with respect to the matters set forth in this Section 6; provided, however, that any references in these Bylaws to the Exchange Act or the rules promulgated thereunder are not intended to and shall not limit the requirements applicable to business proposals to be considered pursuant to Section 6 of this Article I of these Bylaws (including clause (a)(iii) hereof). Nothing in this Section 6 shall be deemed to affect any rights of shareholders to request inclusion of proposals in the Company’s proxy statement pursuant to Rule 14a-8 under the Exchange Act. The provisions of this Section 6 shall also govern what constitutes timely notice for purposes of Rule 14a-4(c) of the Exchange Act.

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     (e) A shareholder’s notice to the Secretary shall set forth as to each matter he or she proposes to bring before the meeting:

     (i) as to each matter the shareholder proposes to bring before the meeting, a brief description of the business desired to be brought before the meeting, the text of the proposal or business (including any proposed resolutions), the reasons for proposing to conduct such business at the meeting and any material interest of such shareholder (and of the beneficial owner, if any, on whose behalf the proposal is made) in such business;

     (ii) a description of all agreements, arrangements and understandings between such shareholder and beneficial owner, if any, and any other person or persons (including their names) in connection with the proposal of such business by such shareholder);

     (iii) as to the shareholder giving the notice and the beneficial owner, if any, on whose behalf the proposal is made,

     (iv) the name and address of such shareholder and beneficial owner, as they appear in the Company’s shareholder records,

     (v)(1) the class and number of shares of the Company’s capital stock which are directly or indirectly beneficially owned or owned of record by such shareholder and beneficial owner, (2) any option, warrant, convertible security, stock appreciation right, or similar right with an exercise or conversion privilege or a settlement payment or mechanism at a price related to any class or series of shares of the Company or with a value derived in whole or in part from the value of any class or series of shares of the Company, whether or not such instrument or right shall be subject to settlement in the underlying class or series of capital stock of the Company or otherwise (a “Derivative Instrument”) directly or indirectly owned beneficially by such shareholder and any other direct or indirect opportunity to profit or share in any profit derived from any increase or decrease in the value of shares of the Company, (3) any proxy, contract, arrangement, understanding or relationship pursuant to which such shareholder has a right to vote any shares of any security of the Company, (4) any short interest in any security of the Company (for purposes of these Bylaws, a person shall be deemed to have a short interest in a security if such person directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, has the opportunity to profit or share in any profit derived from any decrease in the value of the subject security), (5) any rights to dividends on the shares of the Company owned beneficially by such shareholder that are separated or separable from the underlying shares of the Company, (6) any proportionate interest in shares of the Company or Derivative Instruments held, directly or indirectly, by a general or limited partnership in which such shareholder is a general partner or, directly or indirectly, beneficially owns an interest in a general partner, and (7) any performance-related fees (other than an asset-based fee) that such shareholder is entitled to based on any increase or decrease in the value of shares of the Company or Derivative Instruments (the foregoing items (1) through (7), individually or collectively, the “Disclosable Interests”), if any, as of the date of such notice, including without limitation any Disclosable Interests held by members of such shareholder’s immediate family sharing the same household (which information shall be supplemented by such shareholder and beneficial owner, if any, not later than 10 days after the record date for the meeting to disclose such ownership as of the record date),

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     (vi) a representation that the shareholder is a holder of record of shares of the Company, entitled to vote at the meeting, and intends to appear in person or by proxy at the meeting to propose such business,

     (vii) any other information that would be required to be provided by the shareholder or beneficial owner in a proxy statement or other filing required to be made in connection with solicitations of proxies for the proposal pursuant to Regulation 14A under the Exchange Act, in such person’s capacity as a proponent of a shareholder proposal, and

     (viii) a representation as to whether the shareholder or the beneficial owner, if any, intends or is part of a group which intends (1) to deliver a proxy statement and/or form of proxy to holders of at least the percentage of the Company’s outstanding capital stock required to approve or adopt the proposal or (2) to otherwise solicit proxies from shareholders in support of such proposal. The meaning of the term “group” shall be within the meaning ascribed to such term under Section 13(d)(3) of the Exchange Act.

     (f) The proposed business must not be an improper subject for shareholder action under applicable law, and the shareholder must comply with state law, the Exchange Act and the rules and regulations thereunder with respect to the matters set forth in this Section 6. The shareholder (or a qualified representative of the shareholder) must appear at the meeting of shareholders to propose such business and another shareholder must second the proposal.

     SECTION 7. WRITTEN CONSENT OF SHAREHOLDERS: Any action which may be taken at any meeting of the shareholders, except the annual meeting of the shareholders, may be taken without a meeting if consent in writing, setting forth the action so taken, shall be signed by all of the shareholders entitled to vote with respect to the subject matter thereof. Such consent may be executed in counterparts, each of which shall be deemed an original but all of which together shall constitute but one and the same instrument.

     SECTION 8. ORGANIZATION: Each meeting of shareholders shall be convened by the Chairman of the Board, President, Secretary or other officer or person calling the meeting by notice given in accordance with these Bylaws. The Chairman of the Board, or any person appointed by the Chairman of the Board prior to any meeting of shareholders, shall act as Chairman of each such meeting of shareholders. In the absence of the Chairman of the Board, or a person appointed by the Chairman of the Board to act as Chairman of the meeting, the shareholders present at the meeting shall designate a Chairman of the meeting. The Secretary of the Company, or a person designated by the Chairman of the meeting, shall act as Secretary of each meeting of shareholders. Whenever the Secretary shall act as Chairman of the meeting, or shall be absent, the Chairman of the meeting shall appoint a person present to act as Secretary of the meeting.

ARTICLE II - BOARD OF DIRECTORS

SECTION 1. ELECTION; TENURE; QUALIFICATIONS:

     (a) The Board of Directors shall consist of not less than six (6) nor more than fifteen (15) members, such Directors to be classified in respect of the time for which they shall severally hold office by dividing them into three classes of approximately equal size, each class to be elected for a term of three years; and the number of Directors shall be fixed by a resolution of the Board of Directors adopted from time to time.

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     (b) Directors shall be elected at each annual meeting of shareholders, to hold office until the expiration of the term of their respective class, or until their respective successors shall be elected and shall qualify. Directors need not be shareholders unless the Articles of Incorporation at any time so require.

     (c) Nominations of persons for election to the Board of Directors of the Company may be made at an annual meeting of shareholders (i) pursuant to the Company’s notice of the meeting (or any supplement thereto), (ii) by or at the direction of the Board of Directors or any committee thereof designated by the Board, or (iii) by any shareholder of the Company who is a shareholder of record of the Company at the time of giving of the notice provided for in this Section 1 and at the time of the meeting, who shall be entitled to vote for the election of Directors at the meeting and who complies with the notice procedures set forth in this Section 1; clause (iii) shall be the exclusive means for a shareholder to make nominations of persons for election to the Board of Directors at an annual meeting of shareholders. In order for persons nominated to the Board, other than those persons nominated by or at the direction of the Board or any committee thereof designated by the Board, to be qualified to serve on the Board, such nominations shall be made pursuant to timely notice in writing to the Secretary of the Company. To be timely, a shareholder’s notice, in writing, must be delivered to or mailed to and received by the Secretary of the Company at the principal offices of the Company (i) in the case of an annual meeting, not less than 90 days nor more than 120 days prior to date of the annual meeting, provided, however, that in the event that the date of the meeting is more than 30 days before or more than 60 days after such date, notice by the shareholder must be received not earlier than the 120th day prior to such annual meeting and not later than the close of business on the later of the 90th day prior to such annual meeting or the seventh day following the day on which such notice of the date of the meeting was mailed or on which such public notice was first given; or (ii) in the case of a special meeting at which the Board of Directors gives notice that Directors are to be elected, not earlier than the 120th day prior to the date of such special meeting and not later than the close of business on the later of the 90th day prior to the date of such special meeting or the seventh day following the day on which public notice of the date of the meeting and of the nominees proposed by the Board of Directors to be elected at such meeting is first made. In no event shall any adjournment or postponement of a meeting or the announcement thereof commence a new time period (or extend any time period) for the giving of a shareholder’s notice as described above. “Public notice” shall be deemed to have been given if a public announcement is made by press release reported by a national news service or in a publicly available document filed with the United States Securities and Exchange Commission pursuant to the Exchange Act (or any successor of such statute or regulation promulgated thereunder). Neither an adjournment nor a postponement of an annual meeting (or an announcement thereof) shall begin a new time period for delivering a shareholder’s notice.

     (d) Such shareholder’s notice shall set forth, as to each person whom the shareholder proposes to nominate for election or re-election as a Director,

(i) the name, age, business address and residence address of such person,

     (ii) the principal occupation or employment of such person for the previous five years,

     (iii) such person’s Disclosable Interests, if any, as of the date of such notice, including without limitation any Disclosable Interests held by members of such person’s immediate family sharing the same household (which information shall be supplemented by such person, if any, not later than 10 days after the record date for the meeting to disclose such ownership as of the record date),

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     (iv) a description of all direct and indirect compensation and other material monetary agreements, arrangements and understandings during the past three years, and any other material relationships between or among such shareholder and beneficial owner, if any, and their respective affiliates or others acting in concert therewith (on the one hand) and each proposed nominee and his or her affiliates or others acting in concert therewith (on the other hand), including without limitation all information that would be required to be disclosed pursuant to Rule 404 promulgated under Regulation S-K if the shareholder making the nomination and any beneficial owner on whose behalf the nomination is made, if any, or any affiliate or person acting in concert therewith, were the “registrant” for purposes of such rule and the nominee were a Director or executive officer of such registrant,

     (v) such person’s written consent to being named as a nominee and to serving as a Director if elected, and

     (vi) any other information relating to such person that is required to be disclosed in solicitations of proxies for election of Directors in a contested election, or is otherwise required, in each case pursuant to Regulation 14A under the Exchange Act (or any successor of such regulation or statute).

     Any such person proposed for nomination shall furnish any information, in addition to that required above, to the Company as it may reasonably require to determine the eligibility of the proposed nominee to serve as an independent Director or that could be material to a reasonable shareholder’s understanding of the independence, or lack thereof, or such nominee.

     (e) As to the shareholder(s) and the beneficial owner(s), if any, on whose behalf the nomination is made:

     (i) the name and address of such shareholder and beneficial owner, as they appear in the Company’s shareholder records,

     (ii) such shareholder(s)’ and beneficial owner(s)’ Disclosable Interests, if any, as of the date of such notice, including without limitation any Disclosable Interests held by members of such shareholder(s)’ immediate family sharing the same household (which information shall be supplemented by such shareholder(s) and beneficial owner(s), if any, not later than 10 days after the record date for the meeting to disclose such ownership as of the record date),

     (iii) a representation that the shareholder is a holder of record of shares of the Company, entitled to vote at such meeting, and intends to appear in person or by proxy at the meeting to nominate the person or persons specified in the notice,

     (iv) any other information that would be required to be provided by the shareholder or beneficial owner in a proxy statement or other filing required to be made in connection with solicitations of proxies for the proposal pursuant to Regulation 14A under the Exchange Act in such person’s capacity as a proponent of a shareholder proposal, and

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     (v) a representations as to whether the shareholder or the beneficial owner, if any, intends or is part of a group which intends (i) to deliver a proxy statement and/or form of proxy to holders of at least the percentage of the Company’s outstanding capital stock required to elect the nominee, or (ii) otherwise solicit proxies from shareholders in support of such nominee.

     (f) Notwithstanding anything to the contrary in this Section 1, (i) unless the shareholder (or a qualified representative of the shareholder) appears at the applicable meeting of shareholders to present the nomination and another shareholder seconds the shareholder’s motion, such nomination shall be disregarded, and (ii) a shareholder shall also comply with state law and the Exchange Act and the rules and regulations thereunder with respect to the matters set forth in this Section 1.

     (g) No person shall be qualified for election as a Director of the Company unless nominated in accordance with the requirements and procedures set forth in this section. The Chairman of the meeting shall, if the facts warrant, determine and declare to the meeting that a nomination was not made in accordance with the provisions of these Bylaws, and if he or she should so determine, shall so declare to the meeting, and the defective nomination shall be disregarded. The Chairman of a meeting shall have absolute authority to decide questions of compliance with the foregoing procedures, and his or her ruling thereon shall be final and conclusive.

(h) To be eligible to be a nominee for election or reelection as a Director of the Company, the prospective nominee (whether nominated by or at the direction of the Board of Directors or by a shareholder), or someone acting on such prospective nominee’s behalf, must deliver (in accordance with any applicable time periods prescribed for delivery of notice under this Section 1) to the Secretary at the offices of the Company a written questionnaire providing such information with respect to the background and qualification of such person and the background of any other person or entity on whose behalf the nomination is being made that would be required to be disclosed to shareholders pursuant to applicable law or the rules and regulations of any stock exchange applicable to the Company, including without limitation all information concerning such persons that would be required to be disclosed in solicitations of proxies for election of Directors pursuant to and in accordance with Regulation 14A under the Exchange Act (which questionnaire shall be provided by the Secretary upon written request). The prospective nominee must also provide a written representation and agreement, in the form provided by the Secretary upon written request, that such prospective nominee: (A) is not and will not become a party to (1) any agreement, arrangement or understanding with, and has not given any commitment or assurance to, any person or entity as to how such prospective nominee, if elected as a Director of the Company, will act or vote on any issue or question (a “Voting Commitment”) that has not been disclosed to the Company or (2) any Voting Commitment that could limit or interfere with such prospective nominee’s ability to comply, if elected as a Director of the Company, with such prospective nominee’s fiduciary duties under applicable law; (B) is not and will not become a party to any agreement, arrangement or understanding with any person or entity other than the Company with respect to any direct or indirect compensation, reimbursement or indemnification in connection with service or action as a Director that has not been disclosed therein; and (C) would be in compliance if elected as a Director of the Company, and will comply with all applicable corporate governance, conflict of interest, confidentiality and stock ownership and trading policies and guidelines of the Company.For purposes of this Section 1(h), a “nominee” shall include any person being considered to fill a vacancy on the Board of Directors.

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     SECTION 2. POWERS: The Board of Directors shall have power to direct the management and control the property and affairs of the Company, and to do all such lawful acts and things which, in their absolute judgment and discretion, they may deem necessary and appropriate for the expedient conduct and furtherance of the Company’s business.

     SECTION 3. CHAIRMAN: The Directors shall elect one of their number to be Chairman of the Board. The Chairman shall preside at all meetings of the Board, unless absent from such meeting, in which case, if there is a quorum, the Directors present may elect another Director to preside at such meeting.

SECTION 4. MEETINGS:

     (a) Regular meetings of the Board, or of any committee designated by the Board, may be held without notice at such time and place either within or without the State of Missouri as shall from time to time be determined by the Chairman of the Board. Special meetings of the Board, or of any committee designated by the Board, may be held at any time and place upon the call of the Chairman of the Board, President or Secretary of the Company by oral, written, telefax, telegraphic or other electronic notice duly given, sent or mailed to each Director, at such Director’s last known address, not less than twenty-four hours before such meeting; provided, however, that any Director may, at any time, in writing or by telefax, telegram, or other electronic transmission waive notice of any meeting at which he or she may not be or may not have been present. Attendance of a Director at any meeting shall constitute a waiver of notice of the meeting except where a Director attends a meeting for the sole and express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Rules of procedures for the conduct of such meetings may be adopted by resolution of the Board of Directors.

     (b) Members of the Board, or of any committee designated by the Board, may participate in a meeting of the Board or committee by means of a conference telephone or similar communication equipment whereby all persons participating in the meeting can hear each other, and participants in a meeting in this manner shall constitute presence in person at the meeting.

     SECTION 5. QUORUM: A majority of the entire Board of Directors shall constitute a quorum at all meetings of the Board, and the act of the majority of the Directors present at any meeting at which a quorum is present shall be the act of the Board of Directors unless a greater number of Directors is required by the Articles of Incorporation, by these Bylaws or by law. At any meeting of Directors, whether or not a quorum is present, the Directors present thereat may adjourn the same from time to time without notice other than announcement at the meeting.

     SECTION 6. WRITTEN CONSENT OF DIRECTORS: Any action which may be taken at any meeting of Directors, or of any committee of the Board, may be taken without a meeting if consents in writing, setting forth the action so taken, shall be signed by all of the members of the Board or committee. Such consents may be executed in counterparts, each of which shall be deemed an original but all of which together shall constitute but one and the same instrument.

     SECTION 7. RESIGNATION OF DIRECTORS: Any Director of the Company may resign at any time by giving written notice of such resignation to the Board of Directors, the Chairman of the Board, the President, or the Secretary of the Company. Any such resignation shall take effect at the time specified therein or, if no time is specified, upon receipt thereof by the Board of Directors or one of the above-named officers of the Company; and, unless specified therein, the acceptance of such resignation shall not be necessary to make it effective.

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     SECTION 8. VACANCIES: Vacancies on the Board and newly created directorships resulting from any increase in the number of Directors to constitute the Board of Directors may be filled by a majority of the Directors then in office, although less than a quorum, or by a sole remaining Director.

     SECTION 9. COMPENSATION OF DIRECTORS: The Board of Directors may, by resolution passed by a majority of the entire Board, fix the terms and amount of compensation payable to any person for his or her services as Director, if he or she is not otherwise compensated for services rendered as an officer or employee of the Company; provided, however, that any Director may be reimbursed for reasonable and necessary expenses of attending meetings of the Board, or otherwise incurred for any Company purpose; and provided, further, that members of special or standing committees may also be allowed compensation and expenses similarly incurred. Nothing herein contained shall be construed to preclude any Director from serving the Company in any other capacity and receiving compensation therefor.

     SECTION 10. COMMITTEES OF THE BOARD OF DIRECTORS: The Board of Directors may, by resolution passed by a majority of the entire Board, designate two or more Directors to constitute an Executive Committee of the Board which shall have and shall exercise all of the authority of the Board of Directors in the management of the Company, in the intervals between meetings of the Board of Directors. In addition, the Board may appoint any other committee or committees, with such members, functions, and powers as the Board may designate. The Board shall have the power at any time to fill vacancies in, to change the size or membership of, or to dissolve any one or more of such committees. Each such committee shall have such name as may be determined by the Board, and shall keep regular minutes of its proceedings and report the same to the Board of Directors for approval as required. At all meetings of a committee, a majority of the committee members then in office shall constitute a quorum for the purpose of transacting business, and the acts of a majority of the committee members present at any meeting at which there is a quorum shall be the acts of the committee. A Director who may be disqualified, by reason of personal interest, from voting on any particular matter before a meeting of a committee may nevertheless be counted for the purpose of constituting a quorum of the committee. Any action which is required to be or may be taken at a meeting of a committee of Directors may be taken without a meeting if consents in writing, setting forth the action so taken, are signed by all the members of the committee.

ARTICLE III - OFFICERS

     SECTION 1. OFFICERS; ELECTION: The officers of the Company shall be a Chairman of the Board, a Chief Executive Officer, a President, and a Secretary, and may also include, as the Board may from time to time designate, one or more Vice Chairmen of the Board, one or more Executive Vice Presidents, one or more Senior Vice Presidents, one or more Group Vice Presidents, one or more Vice Presidents, a General Counsel, a Treasurer, a Controller, and one or more Assistant Secretaries, Assistant Treasurers and Assistant Controllers. The Board of Directors shall elect all officers of the Company, except that Assistant Secretaries, Assistant Treasurers and Assistant Controllers may be appointed by the Chairman of the Board or the Chief Executive Officer. The Board of Directors may appoint such other officers and agents as it shall deem necessary, who shall hold their offices for such terms and shall exercise such powers and perform such duties as the Board of Directors shall from time to time determine. Any two or more offices may be held by the same person except the offices of Chairman of the Board and Secretary.

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     SECTION 2. TERMS; COMPENSATION: All officers of the Company shall hold office at the pleasure of the Board of Directors. The compensation each officer is to receive from the Company shall be determined in such manner as the Board of Directors shall from time to time prescribe.

     SECTION 3. POWERS; DUTIES: Each officer of the Company shall have such powers and duties as may be prescribed by resolution of the Board of Directors or as may be assigned by the Board of Directors or the Chief Executive Officer.

     SECTION 4. REMOVAL: Any officer elected by the Board of Directors may be removed by the Board of Directors whenever in its judgment the best interest of the Company will be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the officer so removed. The Chairman of the Board may suspend any officer until the Board of Directors shall next convene.

ARTICLE IV - CAPITAL STOCK

SECTION 1. STOCK CERTIFICATES:

     (a) All certificates representing shares of stock of the Company shall be numbered appropriately and shall be entered in the books of the Company as they are issued. They shall be signed by the Chairman of the Board or the Chief Executive Officer or a President or a Vice President and by the Secretary, an Assistant Secretary, the Treasurer or an Assistant Treasurer of the Company, and shall bear the corporate seal of the Company. To the extent permitted by law, the signatures of such officers, and the corporate seal, appearing on certificates of stock, may be facsimiles, engraved or printed. In case any such officer who signed or whose facsimile signature appears on any such certificate shall have ceased to be such officer before the certificate is issued, such certificate may nevertheless be issued by the Company with the same effect as if such officer had not ceased to be such officer at the date of its issue.

     (b) The Company shall not issue a certificate for a fractional share; however, the Board of Directors may issue, in lieu of any fractional share, scrip or other evidence of ownership upon such terms and conditions as it may deem advisable.

     (c) Notwithstanding any other provision of this Article IV, the Board of Directors may by resolution determine to issue certificateless shares, for registration in book entry accounts for shares of stock in such form as the appropriate officers of the Company may from time to time prescribe, in addition to or in place of shares of the Company represented by certificates, to the extent authorized by applicable law.

     SECTION 2. RECORD OWNERSHIP: The Company shall maintain a record of the name and address of the holder of each certificate, the number of shares represented thereby, and the date of issue and the number thereof. The Company shall be entitled to treat the holder of record of any share of stock as the holder in fact thereof, and accordingly it will not be bound to recognize any equitable or other claim of interest in such share on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of Missouri.

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     SECTION 3. TRANSFERS: Transfers of stock of the Company shall be made on the books of the Company only by the holder thereof in person, or by such person’s duly appointed attorney-in-fact, lawfully constituted in writing, and upon the surrender of the certificate therefor for cancellation, with an assignment and power of transfer endorsed thereon or attached thereto, duly executed, with such proof of the authenticity of the transfer (or, with respect to uncertificated shares, by deliver of duly executed instructions or in any other manner permitted by law) and payment of any applicable transfer taxes as the Company or its agents may reasonably require.

     SECTION 4. TRANSFER AGENTS; REGISTRARS: The Board of Directors shall, by resolution, from time to time appoint one or more Transfer Agents, that may be officers or employees of the Company, to make transfers of shares of stock of the Company, and one or more Registrars to register shares of stock issued by or on behalf of the Company. The Board of Directors may adopt such rules as it may deem expedient concerning the issue, transfer and registration of stock certificates of the Company.

     SECTION 5. LOST CERTIFICATES: Each person whose certificate of stock has been lost, stolen or destroyed shall be entitled to have a replacement certificate issued in the same name and for the same number of shares as the original certificate, provided that such person has first filed with such officers of the Company, Transfer Agents and Registrars, as the Board of Directors may designate, an affidavit stating that such certificate was lost, stolen or destroyed and a bond of indemnity, each in the form and with such provisions as such officers, Transfer Agents and Registrars may reasonably deem satisfactory.

     SECTION 6. TRANSFER BOOKS; RECORD DATES: The Board of Directors shall have power to close the stock transfer books of the Company as permitted by law; provided, however, that in lieu of closing the said books, the Board of Directors may fix in advance a date, not exceeding seventy days preceding the date of any meeting of shareholders, or the date for the payment of any dividend, or the date for the allotment of rights, or the date when any change or conversion or exchange of shares shall go into effect, as a record date to allow for the determination of shareholders entitled to receive notice of, and to vote at, any such meeting, and any adjournment thereof, or entitled to receive payment of any such dividend, or to receive any such allotment of rights or to exercise the rights in respect of any such change, conversion or exchange of shares, and in such case such shareholders, and only such shareholders, as shall be shareholders of record on the date of closing the transfer books or on the record date so fixed shall be entitled to receive notice of, and to vote at, such meeting, and any adjournment thereof, or to receive payment of such dividend, or to receive such allotment of rights, or to exercise such rights, as the case may be, notwithstanding any transfer of any shares on the books of the Company after such date of closing of the transfer books or such record date fixed as aforesaid. If the Board of Directors does not close the transfer books or set a record date for the determination of the shareholders entitled to notice of and to vote at any meeting of shareholders, only the shareholders who are shareholders of record at the close of business on the twentieth day preceding the date of the meeting shall be entitled to notice of and to vote at the meeting and upon any adjournment of the meeting, except that if prior to the meeting written waivers of notice of the meeting are signed and delivered to the Company by all of the shareholders of record at the time the meeting is convened, only the shareholders who are shareholders of record at the time the meeting is convened shall be entitled to vote at the meeting and any adjournment of the meeting.

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     SECTION 7. DIVIDENDS: Dividends upon the outstanding shares of the Company may be declared by the Board of Directors at any regular or special meeting pursuant to law. Before payment of any dividend, there may be set aside out of any funds of the Company available for dividends such sum or sums as the Directors from time to time, in their absolute discretion, think proper as a reserve fund to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the Company, or for such other purpose as the Directors shall think conducive to the interest of the Company, and the Directors may modify or abolish any such reserve in the manner in which it was created.

ARTICLE V - OFFICES, SEAL, BOOKS, NOTICE, CHECKS, FISCAL YEAR

     SECTION 1. OFFICES: The principal office of the Company shall be located at 800 Chouteau, St. Louis, Missouri 63102.

     SECTION 2. SEAL: The corporate seal of the Company shall be a circular seal; the words “ENERGIZER HOLDINGS, INC.” shall be embossed in the outer margin; and the words “Corporate Seal” shall be embossed in the interior; and impression of the same is set forth hereon.

     SECTION 3. PLACE FOR KEEPING BOOKS AND SEAL: The books of the Company, and its corporate minutes and corporate seal, shall be kept in the custody of or under the direction of the Secretary at the principal office of the Company, or at such other place or places and in the custody of such other person or persons as the Board of Directors may from time to time determine.

SECTION 4. NOTICES:

     (a) Whenever, under the provisions of applicable law, the Articles of Incorporation or these Bylaws, written notice is required to be given to any Director or shareholder, it shall not be construed to require personal notice, but such notice may be given by mail, by depositing the same in the post office or in a letter box, in a post-paid sealed wrapper, addressed to such Director or shareholder at such address as appears on the books of the Company, and such notice shall be deemed to be given at the time when the same shall be thus mailed, or may be given by telefax, telegraphic or other electronic transmission to the extent authorized or allowed by law.

     (b) Any person may waive any notice required to be given under these Bylaws. Whenever notice is required to be given pursuant to the law of Missouri, the Articles of Incorporation or these Bylaws, a written waiver thereof, signed by the person entitled to notice, or a waiver by electronic transmission by the person entitled to notice, whether before or after the time stated therein, shall be deemed equivalent to notice. Attendance of a person at a meeting of shareholders or the Board of Directors or a committee thereof shall constitute a waiver of notice of such meeting, except when the shareholder or Director attends such meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the shareholders or the Board of Directors or committee thereof need be specified in any written waiver of notice or any waiver by electronic transmission unless so required by the Articles of Incorporation or by these Bylaws.

     SECTION 5. FISCAL YEAR: The fiscal year of the Company shall commence with the first day of October in each year.

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ARTICLE VI - ALTERATION, AMENDMENT OR REPEAL OF BYLAWS

     These Bylaws may be altered, amended or repealed at any regular meeting of the Board of Directors, or at any special meeting of the Board of Directors if a description of the proposed alteration, amendment or repeal is provided in the materials presented at such regular or special meeting, by the affirmative vote of a majority of the entire Board of Directors, provided that such authority has been delegated to the Board of Directors by the Articles of Incorporation and further provided that in no event shall the Bylaws be inconsistent with law or, in substance to a material degree, with any of the terms, conditions or provisions of the Articles of Incorporation of the Company.

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EX-31.1

Exhibit 31(i)

Certification of Chief Executive Officer

I, Ward M. Klein, certify that:

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

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

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

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

     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 report is being prepared;

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

c) 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 of the end of the period covered by this report based on such evaluation; and

d) 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: July 31, 2009

Ward M. Klein
Chief Executive Officer
 

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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 quarterly report on Form 10-Q of Energizer Holdings, Inc.;

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

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

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

     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 report is being prepared;

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

c) 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 of the end of the period covered by this report based on such evaluation; and

d) 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: July 31, 2009

Daniel J. Sescleifer
Executive Vice President and Chief Financial Officer

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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 Quarterly Report of Energizer Holdings, Inc. (the “Company”) on Form 10-Q for the period ending June 30, 2009 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Ward M. Klein, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that, to my best knowledge:

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

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

Dated July 31, 2009

Ward M. Klein 

Chief Executive Officer 

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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 Quarterly Report of Energizer Holdings, Inc. (the “Company”) on Form 10-Q for the period ending June 30, 2009 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.

Dated July 31, 2009

Daniel J. Sescleifer 

Executive Vice President and Chief Financial Officer

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