ENERGIZER HOLDINGS INC (Form: 10-K, Received: 11/26/2008 13:25:51)

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

____________________________________

FORM 10-K

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

For the fiscal year ended September 30, 2008

Commission File No. 001-15401

ENERGIZER HOLDINGS, INC.
____________________________________

Incorporated in Missouri IRS Employer Identification No. 43-1863181
533 Maryville University Drive, St. Louis, Missouri 63141
Registrant's telephone number, including area code: 314-985-2000

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

Title of each class	Name of each exchange on which
	registered

Energizer Holdings, Inc.	New York Stock Exchange, Inc.
Common Stock, par value $.01 per share
Energizer Holdings, Inc.	New York Stock Exchange, Inc.
Common Stock Purchase Rights

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes: X No:

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.

Yes: No: X

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: X No:

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

Yes: No: X

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer (as defined in Rule 12b-2 of the Exchange Act).

Large accelerated filer X Accelerated filer ____ Non-accelerated filer ____

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

Yes: No: X

State the aggregate market value of the voting common equity held by nonaffiliates of the Registrant as of the close of business on March 31, 2008 the last day of the Registrant’s most recently completed second quarter: $4,874,776,574.

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

Number of shares of Energizer Holdings, Inc. Common Stock ("ENR Stock"), $.01 par value, outstanding as of close of business on November 21, 2008: 58,309,885.

DOCUMENTS INCORPORATED BY REFERENCE

1. Portions of Energizer Holdings, Inc. 2008 Annual Report (Parts I and II of Form 10-K).

2. Portions of Energizer Holdings, Inc. Notice of Annual Meeting and Proxy Statement (“Proxy Statement”) for our Annual Meeting of Shareholders which will be held January 26, 2009. The Proxy Statement will be filed within 120 days of the end of fiscal year ended September 30, 2008. (Part III of Form 10-K).

PART I

Item 1. Business.

General

Energizer Holdings, Inc., incorporated in Missouri in 1999, together with its subsidiaries (the “Company” or “Energizer”) is one of the world’s largest manufacturers of primary batteries, flashlights and personal care products in the wet shave, skin care, feminine care and infant care product categories. On April 1, 2000, all of the outstanding shares of common stock of Energizer were distributed in a tax-free spin-off to shareholders of Ralston Purina Company.

Energizer is the successor to over 100 years of expertise in the battery and lighting products industry. Its brand names “Eveready” and “Energizer” have worldwide recognition for quality and dependability, and are marketed and sold in more than 165 countries.

On March 28, 2003, Energizer completed the acquisition of the Schick-Wilkinson Sword (“SWS”) business of Pfizer, Inc. Schick-Wilkinson Sword is the second largest manufacturer and marketer of men’s and women’s wet shave products in the world. Its portfolio of products, which currently includes the “Quattro” for Women, “Intuition”, “Lady Protector” and “Silk Effects Plus” women’s shaving systems and the “Quattro”, “Xtreme 3” and “Protector” men’s shaving systems, as well as the “Quattro”, “Xtreme 3”,and “ST Slim Twin” disposables, has been well-known for over 75 years, with a reputation for high quality and innovation in shaving technology. Schick-Wilkinson Sword products are sold in more than 140 countries.

On October 1, 2007, Energizer completed the acquisition of all of the outstanding stock of Playtex Products, Inc. (“Playtex”), a leading manufacturer and marketer in North America of well-recognized branded consumer products, including “Playtex” feminine care products, “Playtex” infant care products, “Diaper Genie” diaper disposal systems, “Wet Ones” pre-moistened towelettes, “Banana Boat” and “Hawaiian Tropic” sun care products, and “Playtex” household gloves.

Energizer’s subsidiaries operate 29 manufacturing and packaging facilities in 14 countries on five continents, and employs over 5,250 employees in the United States and 11,160 in foreign jurisdictions.

Principal Products

Household Products

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

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

In specialty batteries, Energizer offers a range of miniature batteries for hearing aids, watches and small electronics, and photo batteries for film cameras.

In lighting products, Energizer manufactures and markets a complete line of flashlights and other battery-powered lighting products under the “Energizer” and “Eveready” brands - including premium and value flashlights and lanterns for home, work and outdoors, plus novelty and impulse flashlights.

Personal Care

Energizer’s Personal Care division manufactures and markets a range of Schick-Wilkinson Sword razor systems (i.e. razor handle with refillable blades) and disposable shave products for men and women in all major global markets, as well as shaving products such as lotions and shaving creams. It currently holds the #2 position globally in the wet shave industry. In the spring of 2003, Schick-Wilkinson Sword introduced the “Intuition” women’s shaving system, a revolutionary system containing a skin-conditioning solid which lathers when wet, as well as a pivoting triple bladed razor, and in September of 2003, it introduced the “Quattro” men’s shaving system, the world’s first four-bladed razor, with conditioning strips and an ergonomically designed handle. Since those introductions it has continued to develop enhancements and improvements, launching “Quattro for Women” in 2005, and “Intuition Plus” and “Quattro for Women GO!” in 2006, and in men’s shaving systems, the “Quattro Power” battery-powered system in 2005, “Quattro Titanium” and “Quattro” disposables in 2006, and “Quattro” Trimmer in 2007.

Energizer is also a major North American competitor in three business categories acquired upon its acquisition of Playtex – skin care, feminine care, and infant care. In skin care, Playtex offers sun care products under the leading brands of “Banana Boat” and “Hawaiian Tropic”, which was acquired by Playtex in the spring of 2007. These brands, on a combined basis, make Playtex the dollar market share leader in the U.S. sun care category. Playtex also offers “Wet Ones” pre-moistened towelettes, the leader in the U.S. hands and face wipes category, and “Playtex” household gloves, the branded household glove leader in the U.S.

In feminine care, for over twenty years, Playtex has been the second largest selling tampon brand overall in the United States, and maintains a leadership position in the higher growth plastic applicator and deodorant segments. The tampon category has become more competitive in recent years including substantial new product innovation and increased levels of promotional activity. Playtex offers plastic

applicator tampons under the “Playtex Gentle Glide” and “Playtex Sport” brands, and “Playtex” Personal Cleansing Cloths, which is the number one brand in pre-moistened towelettes for use in feminine hygiene.

In infant care, Playtex offers disposable feeding systems and reusable bottles in addition to nipples and other complementary products marketed under the “Playtex” Baby brand. Playtex also offers cups and mealtime products, including bowls, utensils and placemats. Playtex is the U.S. dollar market share leader in the infant feeding category. Playtex also offers a line of pacifiers, including the “Ortho-Pro” and “Binky” pacifiers. Its “Playtex Diaper Genie” brand of diaper disposal systems leads the U.S. diaper pail category.

As noted, Playtex is primarily a North American business. Energizer intends to leverage its existing international selling and distribution infrastructure to expand the international presence of certain Playtex products, most notably in the sun care category.

Sources and Availability of Raw Materials

The principal raw materials used by Energizer - electrolytic manganese dioxide, zinc, silver, nickel, acetylene black, graphite, steel cans, nylon, brass wire, separator paper, and potassium hydroxide, for batteries, and steel, zinc, various plastic resins, synthetic rubber resins, soap based lubricants and various packaging materials, for wet shave products, and certain naturally derived fibers, resin-based plastics and certain chemicals for the Playtex product lines, - are sourced on a regional or global basis. Although the prices of zinc, nickel, electrolytic manganese dioxide, and resins, in particular, have fluctuated in the past year, Energizer believes that adequate supplies of the raw materials required for its operations are available at the present time. Energizer, of course, cannot predict the future availability or prices of such materials. These raw materials are generally available from a number of different sources, and the prices of those raw materials are susceptible to currency fluctuations and price fluctuations due to transportation, government regulations, price controls, economic climate, or other unforeseen circumstances. In the past, Energizer has not experienced any significant interruption in availability of raw materials.

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

Sales and Distribution

Energizer’s products are marketed primarily through a direct sales force, but also through exclusive and non-exclusive distributors and wholesalers. In the United States, the direct sales team for Household Products has been reorganized into a Customer Management Team focused on key business accounts in several categories, including food, mass merchandise and specialty. Since October 1, 2007, the Playtex and Schick sales forces in the United States have been combined to form a team focused on Energizer’s Personal Care product lines. Energizer distributes its products to consumers through numerous retail locations worldwide, including mass merchandisers and warehouse clubs, food, drug and convenience stores, electronics specialty stores and department stores, hardware and automotive centers and military stores.

Although a large percentage of Energizer’s sales are attributable to a relatively small number of retail customers, in fiscal 2008, only Wal-Mart Stores, Inc. and its subsidiaries, as a group, accounted for more than ten percent of Energizer’s annual sales. For fiscal year 2008, this customer accounted for, in the aggregate, approximately 20.8% of Energizer’s sales.

Patents, Technology and Trademarks

Energizer owns a number of U.S., Canadian and foreign trademarks, which Energizer considers of substantial importance and which are used individually or in conjunction with other Energizer trademarks.

These include “Eveready”, “Energizer”, "Energizer Max", “Energizer UltraPlus”, “Energizer Ultimate”, “Schick”, “Wilkinson Sword”, “Intuition”, “Quattro”, “Xtreme 3”, “Protector”, “Lady Protector”, “Silk Effects”, “ST Slim Twin”, “Exacta”, “Banana Boat”, “Hawaiian Tropic”, “Binky”, “Diaper Genie”, “Drop-Ins”, “First Sipster”, “Gentle Glide”, “Sport”, “Get on the Boat”, “HandSaver”, “Insulator”, “Insulator Sport”, “NaturaLatch”, “Natural Shape”, “Ortho Pro”, “Quick Straw”, “QuikBlok”, “Sipster”, “Sport”, “VentAire”, and “Wet Ones”, the Energizer Bunny and the Energizer Man character. As a result of the Playtex acquisition, Energizer also owns royalty-free licenses in perpetuity to the “Playtex” and “Living” trademarks in the United States, Canada and many foreign jurisdictions related to certain feminine hygiene, baby care, gloves and other products, but excluding certain apparel related products.

Energizer’s ability to compete effectively in the battery, wet shave, skin care, feminine care and infant care industries depends, in part, on its ability to maintain the proprietary nature of its technology and manufacturing processes through a combination of patent and trade secret protection, non-disclosure agreements, licensing, and cross-licensing agreements. Energizer owns or licenses from third parties a considerable number of patents, patent applications and other technology which Energizer believes are extremely significant to its business. These relate primarily to battery product and lighting device improvements, additional battery product features, shaving product improvements and additional features, plastic applicators for tampons, baby bottles and nipples, disposable liners and plastic holders for the nurser systems, children’s drinking cups, pacifiers, sunscreen formulations, diaper disposal systems, and breast pump products and improvements, and manufacturing processes.

As of September 30, 2008, Energizer owned (directly or beneficially) approximately 872 unexpired United States patents which have a range of expiration dates from October 2008 to January, 2026, and had approximately 405 United States patent applications pending. It routinely prepares additional patent applications for filing in the United States. Energizer also actively pursues foreign patent protection in a number of foreign countries. As of September 30, 2008, Energizer owned (directly or beneficially) approximately 2,069 foreign patents and had approximately 1,194 patent applications pending in foreign countries.

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

Seasonality

Sales and operating profit for Household Products tends to be seasonal, with large purchases of batteries by consumers during the December holiday season, and increases in retailer inventories during late summer and autumn. In addition, natural disasters such as hurricanes can create conditions that drive exceptional needs for portable power and spike battery and flashlight sales. The wet shave business does not exhibit significant seasonal variability.

Customer orders for sun care products are highly seasonal, which has historically resulted in higher sun care sales to retailers during the late winter through mid-summer months.

Competition

The Household Products and Personal Care businesses are highly competitive, both in the United States and on a global basis, as large manufacturers with global operations compete for consumer acceptance and, increasingly, limited retail shelf space. Competition is based upon brand perceptions, product performance, customer service and price.

Unit growth in the battery category had been positive for many years, but unit volume declined on a year over year basis in 2008 due primarily to soft overall category demand in most developed markets. Higher-

performance primary and rechargeable batteries have been growing at the expense of lower-performing batteries. Energizer’s principal battery competitors in the United States are Duracell International, Inc., a subsidiary of Procter & Gamble Company, and Spectrum Brands, Inc. Private-label sales by large retailers have also been growing in significance in some parts of the world. Duracell and Panasonic are significant competitors in South and Central America, Asia and Europe, and local and regional battery manufacturers in Asia and Europe also compete for battery sales.

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

The markets for skin care, feminine care and infant care products are also highly competitive, characterized by the frequent introduction of new products, accompanied by major advertising and promotional programs. Its competitors consist of a large number of domestic and foreign companies, including Procter & Gamble Company and Kimberly-Clark Corp. in feminine care, Schering-Plough and Johnson & Johnson in skin care, and Gerber, a division of The Nestle Corporation, and Dorel Industries, Inc., in infant care.

Energizer has a significant market position in most geographic markets in which its businesses compete.

Governmental Regulation and Environmental Matters

Energizer’s operations are subject to various federal, state, foreign and local laws and regulations intended to protect the public health and the environment. These regulations relate primarily to worker safety, air and water quality, underground fuel storage tanks and waste handling and disposal.

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

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

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

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

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

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

It is difficult to quantify with certainty the potential financial impact of actions regarding expenditures for environmental matters, particularly remediation, and future capital expenditures for environmental control equipment. Nevertheless, based upon the information currently available, the Company believes that its ultimate liability arising from such environmental matters, taking into account established accruals of $11.8 million for estimated liabilities at September 30, 2008, should not be material to the business or financial condition of the Company.

Certain of Energizer’s products are subject to regulation under the Federal Food, Drug and Cosmetic Act and are regulated by the U.S. Food and Drug Administration (“FDA”).

The FDA is currently considering a monograph that would set testing requirements and labeling standards for sunscreen products. It is anticipated that the FDA may take action on this matter in the near future. If implemented, the monograph would likely result in new testing requirements and revised labeling for the “Banana Boat” and “Hawaiian Tropic” product lines, as well as competitors’ products, within one to two years after issuance. Energizer is not able to estimate the costs of complying with these changes at this time.

Available Information

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

Other Matters

The descriptions of the business of, and the summary of selected financial data regarding Energizer appearing under “ENERGIZER HOLDINGS, INC. - MANAGEMENT’S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION – Household Products Overview and - Personal Care Overview on pages 10 and 11, “ENERGIZER HOLDINGS, INC. - MANAGEMENT’S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION – Financial Results” on page 11, “ENERGIZER HOLDINGS, INC. - MANAGEMENT’S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION - Liquidity and Capital Resources” on pages 14 through 16, “ENERGIZER HOLDINGS, INC. - MANAGEMENT’S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION – Seasonal Factors” on page 17, “ENERGIZER HOLDINGS, INC. - MANAGEMENT’S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION - Operating Results, and Segment Results” on pages 12 through 14, “ENERGIZER HOLDINGS, INC. - MANAGEMENT’S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION - Operating Results - Research and Development” on page 12, “ENERGIZER HOLDINGS, INC. - NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Segment Information” on pages 42 through 44 of the Energizer Holdings, Inc. 2008 Annual Report, are hereby incorporated by reference.

Item 1A. Risk Factors.

Investing in ENR Stock involves risks. Energizer may amend or supplement the risk factors described below from time to time by other reports it files with the SEC in the future.

General economic conditions can significantly impact Energizer’s financial results.

In general, Energizer’s financial results can be significantly affected by negative economic conditions, inflationary or deflationary pressures, high labor or material and commodity costs, and unforeseen changes in consumer demand or buying patterns. These general risks are, of course, currently heightened as economic conditions globally have deteriorated significantly and may remain at a recessionary level for the foreseeable future. These economic conditions could have potentially significant impacts on employment levels, consumer demand, and credit availability in many countries where Energizer operates, with a direct impact on our sales and profitability, as well as our ability to generate sufficient internal cash flows or access credit at reasonable rates in order to meet future operating expenses and liquidity requirements, fund capital expenditures or service debt as it becomes due. Tighter credit markets could also result in supplier or customer disruptions. Increasing retailer customer concentration on a global scale as a response to economic conditions could result in reduced sales outlets for our products, greater negotiating pressures on Energizer, and global pricing requirements across markets. Although we believe our current sources of credit are generally financially sound and that our access to credit will not be significantly limited, debt capital markets have tightened, banks have exerted more leverage in obtaining more favorable terms, and the solvency of some banks and financial institutions has been challenged by sub-prime lending difficulties as well as other economic and market developments.

Energizer’s foreign operations are very significant to it, and results can be impacted by a number of risks specific to international operations, including currency fluctuations.

Energizer’s businesses are currently conducted on a worldwide basis, with about half of its sales arising out of foreign operations, and a significant portion of its production capacity located overseas. Consequently, Energizer is subject to a number of significant risks associated with its subsidiaries doing business in foreign countries. As a significant portion of our sales are denominated in local currencies, but reported in U.S. dollars, the strengthening of the dollar relative to such currencies can negatively impact our reported sales and operating profits. Additionally, while sales are made in local currency, a high percentage of product costs for our foreign operations are denominated in U.S. dollars. The impact of changes in currency rates has been especially heightened by current global economic conditions and significant devaluations of local currencies in comparison to the U.S. dollar, extreme volatility in exchange rates, and a material negative impact on our results. Other risks and considerations include:

the effect of foreign income and withholding taxes and the U.S. tax implications of foreign source income and losses, and other restrictions on the flow of capital between countries;
social legislation in certain countries, which can significantly impact the expenses associated with business rationalizations;
the possibility of expropriation, confiscatory taxation or price controls;
adverse changes in local investment or exchange control regulations;
hyperinflationary conditions in developing economies; and
political instability, government nationalization of business or industries, government corruption, and civil unrest.

Continuing increases in raw material costs or disruptions in supply of raw materials could erode Energizer’s profit margins, and negatively impact manufacturing output and operating results.

Continuing increases in the prices of raw materials could significantly affect our profit margins and operating results. In the past, substantial increases in a number of materials have been partially offset by price increases. However, there is no certainty that future increases will be offset, especially given the competitive environment. Other materials, particularly electrolytic manganese dioxide, steel, caustic potash and resin, have increased in price recently, and our ability to maintain price levels and cut costs to offset these increases is not assured. In addition, the supply of certain raw materials can be significantly disrupted by labor activity, political conflict, and disruptions to sourcing or transportation activities, which could impact our manufacturing output.

Energizer has a material amount of goodwill, trademarks and other intangible assets, as well as other long-lived assets, which, if they became impaired would result in a reduction in net income.

Current accounting standards require that intangible assets with indefinite lives be periodically evaluated for impairment. Declines in our profitability and/or estimated cash flow streams related to specific intangible assets may impact the fair value of these intangible assets and other long-lived assets, which could result in an impairment charge. These charges may have an adverse impact on our operating results and financial position.

In order to complete the acquisition of Playtex and refinance existing Playtex indebtedness, Energizer took on substantial debt, which could impair its financial condition.

Energizer’s current debt level remains at almost $3 billion due primarily to the financing of the Playtex acquisition in fiscal year 2008. Unforeseen fluctuations in operating cash flows or an inability to maintain compliance with debt covenants, including our debt to EBITDA (earnings before interest, taxes, depreciation and amortization) ratio, could result in higher interest costs, or potentially a breach of the debt covenants and consequent default on existing debt facilities. Energizer’s ability to meet future operating expenses and

liquidity requirements, fund capital expenditures or service debt as it becomes due could also be impacted. The degree of Energizer’s indebtedness could have other adverse consequences, including:

Energizer’s ability to obtain additional financing in the future for working capital, capital expenditures, acquisitions, share repurchases, general corporate purposes or other purposes could be impaired;
Energizer may not be able to refinance its debt in whole or in part, or may have to do so at costs that are significantly greater than its current debt structure.
A significant portion of Energizer’s cash from operations could be dedicated to the payment of interest and principal on its debt, which could reduce the funds available for operations;
The level of our debt could leave Energizer vulnerable in a period of significant economic downturn; and;
Energizer may not be financially able to withstand significant and sustained competitive pressures.

Energizer operates in highly competitive industries.

The industries in which Energizer operates, including battery, wet-shave, skin care, feminine care and infant care, are highly competitive, both in the United States and on a global basis, as a limited number of large manufacturers compete for consumer acceptance and limited retail shelf space. As product placement, facings and shelf-space are at the sole discretion of our retailer customers, and often impacted by competitive activity, the visibility and availability of our full portfolio of products can be limited. Competitors may also be able to obtain exclusive distribution at particular retailers, or favorable in-store placement, resulting in a negative impact on our sales.

Competition is based upon brand perceptions, product performance and innovation, customer service and price. Energizer’s ability to compete effectively may be affected by a number of factors:

Energizer’s primary competitor in batteries, wet shave and feminine care products, The Procter & Gamble Company, has substantially greater financial, marketing and other resources, and greater market share, than Energizer does, as well as significant scale and negotiating leverage with retailers;
Energizer’s competitors, in the industries in which it competes, may have lower production, sales and distribution costs, and higher profit margins, than Energizer, which may enable them to compete more aggressively in offering retail discounts and other promotional incentives; and
Loss of key retail customers to competitors may erode Energizer’s market share.

The battery, wet shave, skin care, feminine care and infant care industries have been notable for the pace of innovations in product life, product design and applied technology. Energizer and its competitors have made, and continue to make, investments in research and development with the goal of further innovation. If competitors introduce new or enhanced products that significantly outperform Energizer’s, or if they develop or apply manufacturing technology which permits them to manufacture at a significantly lower cost relative to Energizer’s, Energizer may be unable to compete successfully in the market segments affected by these changes.

Category growth and performance of the product categories in which we compete may be impacted by economic conditions, changes in technology, and device trends, which could directly impair Energizer’s operating results and growth prospects.

In light of current recessionary conditions, consumers may significantly reduce primary battery purchases, or shift purchases to lower cost private label or carbon zinc batteries, or to lower margin larger package sizes. Similarly, consumers may shift purchases from our branded Personal Care products to private label goods. Continuing improvements in size and shape, recharge time, and duration of discharge for rechargeable batteries have increased the utilization of such batteries in portable electronic devices, which may negatively impact consumption of our products in the future. Development and commercialization

of new battery or personal care technologies not available to Energizer could also negatively impact our results and prospects.

The anticipated benefits of Energizer’s acquisition of Playtex could be impacted by a number of risks specific to the Playtex businesses.

Many of the products of Playtex are subject to regulation by various federal and state agencies, primarily as to product safety, efficacy, manufacturing, advertising, labeling and safety reporting. The exercise of broad regulatory powers by the Food and Drug Administration continues to result in increases in the amounts of required testing and documentation. The regulatory agencies with purview over the operations of Playtex businesses have administrative powers that may result in such actions as product withdrawals, recalls, seizure of products and other civil and criminal sanctions. In some cases it may be deemed advisable for Energizer to initiate product recalls. Potential health risks caused by certain Playtex products could also result in significant product liability claims or consumer complaints. These potential regulatory actions and claims could materially restrict or impede the operations of Playtex and adversely affect its operating results. Other risks and considerations include:

the negative impact of unfavorable weather conditions, given that, in accordance with industry practice Playtex customers may return unsold sun care products at the end of the season under certain circumstances, and such product returns may be higher than average in years when the weather is unseasonably cool or wet; and
the possibility that third party manufacturers, which produce a significant portion of certain Playtex products, could discontinue production with little or no advance notice, or experience problems with product quality or timeliness of product delivery, resulting in manufacturing delays or disruptions, regulatory sanctions, product liability claims or consumer complaints;

Because Energizer assumed all liabilities of the Playtex businesses, unknown, unforeseen, or larger than estimated liabilities associated with the operation of those businesses prior to the acquisition could become significant to Energizer.

In addition, the descriptions of risk factors impacting Energizer appearing under “ENERGIZER HOLDINGS, INC. - MANAGEMENT’S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION – Household Products Overview, and - Personal Care Overview on pages 10 and 11, “ENERGIZER HOLDINGS, INC. - MANAGEMENT’S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION - Liquidity and Capital Resources” on pages 14 through 16, “ENERGIZER HOLDINGS, INC. - MANAGEMENT’S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION - Inflation” on page 17, “ENERGIZER HOLDINGS, INC. - MANAGEMENT’S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION - Environmental Matters” on page 17, “ENERGIZER HOLDINGS, INC. - MANAGEMENT’S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION - Market Risk Sensitive Instruments and Positions” on pages 16 and 17, “ENERGIZER HOLDINGS, INC. - MANAGEMENT’S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION - Critical Accounting Policies” on pages 18 and 19, and “ENERGIZER HOLDINGS, INC. - MANAGEMENT’S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION - Forward-Looking Information” on pages 19 and 20, of the Energizer Holdings, Inc. 2008 Annual Report, are hereby incorporated by reference.

Item 1B. Unresolved Staff Comments.

Not applicable.

Item 2. Properties

A list of Energizer’s principal plants and facilities as of the date of filing follows. Energizer believes that such plants and facilities, in the aggregate, are adequate, suitable and of sufficient capacity for purposes of conducting its current business. During the fiscal year ended September 30, 2008, for Energizer Household Products, alkaline manufacturing facilities were utilized on average 74%, based on an essentially 100% 7/24 mode. Energizer’s carbon zinc facilities were utilized on average at approximately 54%. Energizer Personal Care manufacturing facilities for the skin care, feminine care and infant care businesses were utilized, on average, at approximately 57% of capacity, while the facilities for the wet shave business were utilized, on average, at approximately 80%.

HOUSEHOLD PRODUCTS

North America	Asia
Asheboro, NC (2)	Bogang, People’s Republic of China (1)
Bennington, VT	Cimanggis, Indonesia
Garrettsville, OH	Ekala, Sri Lanka
Marietta, OH	Johor, Malaysia
Maryville, MO	Jurong, Singapore
St. Albans, VT	Mandaue Cebu, Philippines (1)
Walkerton, Ontario, Canada (5)	Tianjin, People’s Republic of China (1)
Westlake, OH (3)
	Africa
Europe	Alexandria, Egypt
La Chaux-de-Fonds, Switzerland	Nakuru, Kenya (4)
Tanfield Lea, U.K. (1)

PERSONAL CARE

North America	Europe
Milford, CT	Solingen, Germany
Dover, DE (6)
Sidney, OH (7)	South America
Ormond Beach, FL	Caracas, Venezuela (1)
Allendale, NJ (1)(3)

Asia
Guangzhou, People’s Republic of China (1)

ADMINISTRATIVE AND
EXECUTIVE OFFICES	Mississauga, Ontario, Canada (1)
St. Louis, Missouri (1)
Shelton, CT (1)

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

(1) Leased (2) Two plants and separate packaging facility (3) Research facility (4) Less than 20% owned interest (5) Bulk packaging or labeling (6) Three facilities, one of which is leased (7) Two facilities, one of which is leased.

Item 3. 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 Company 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, the Company believes that its ultimate liability, if any, arising from pending legal proceedings, asserted legal claims and known potential legal claims which are likely to be asserted, should not be material to the Company’s financial position, taking into account established accruals for estimated liabilities. These liabilities, however, could be material to results of operations or cash flows for a particular quarter or year.

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

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

Not applicable.

Item 4a. Executive Officers Of The Registrant.

A list of the executive officers of Energizer and their business experience follows. Ages shown are as of December 31, 2008.

Ward M. Klein - Chief Executive Officer of Energizer since January, 2005. Prior to his current position he served as President and Chief Operating Officer from 2004 to 2005, and as President, International from 2002 to 2004. Mr. Klein joined Ralston Purina Company in 1979. He also served as President and Chief Operating Officer - Asia Pacific and PanAm from 2000 to 2002, as Vice President - Asia Pacific for Energizer from March to September, 2000, as Vice President and Area Chairman, Asia Pacific, Africa and Middle East for battery operations from 1998 to 2000, as Area Chairman, Latin America from 1996-98, as Vice President, General Manager Global Lighting Products, 1994-96 and as Vice President of Marketing, 1992-94. Age: 53.

Joseph McClanathan - President and Chief Executive Officer, Energizer Household Products since November, 2007. Prior to his current position and title, he served as President and Chief Executive Officer, Energizer Battery from 2004 to 2007, and President, North America from 2002 to 2004. Mr. McClanathan joined the Eveready Battery division of Union Carbide Corporation in 1974. He served as Vice President, North America of Energizer from 2000 to 2002, as Vice President and Chairman, North America of Eveready Battery Company, Inc. from 1999 to 2000, as Vice President, Chief Technology Officer from 1996 to 1999, and as Vice President, General Manager, Energizer Power Systems division from 1993 to 1996. Age: 56.

David P. Hatfield – President and Chief Executive Officer, Energizer Personal Care since November, 2007. Prior to his current position and title, he served as President and Chief Executive Officer, Schick-Wilkinson Sword from April to November, 2007, as Executive Vice President and Chief Marketing Officer, Energizer Battery from 2004 to 2007, as Vice President, North American and Global Marketing, from 1999 to 2004. Age: 48.

Daniel J. Sescleifer - Executive Vice President and Chief Financial Officer of Energizer since October, 2000. Mr. Sescleifer served as Vice President and Treasurer of Solutia Inc. from July-October, 2000, as Vice President and Treasurer of Ralcorp Holdings, Inc, from 1996 to 2000, and as Director, Corporate Finance of Ralcorp Holdings, Inc. from 1994 to 1996. Age: 46.

Gayle G. Stratmann - Vice President and General Counsel of Energizer since March, 2003. Ms. Stratmann joined Eveready Battery Company, Inc. in 1990. Prior to her current position, she served as Vice President, Legal Matters - Operations of Eveready Battery Company, Inc. since 2002. From 1996 to 2002, she served as Assistant General Counsel - Domestic. Age: 52.

Peter J. Conrad - Vice President, Human Resources of Energizer since March, 2000. Mr. Conrad joined Eveready Battery Company, Inc. in 1997. Prior to his current position, he served as Vice President, Human Resources from 1997 to 2000. Mr. Conrad served as Vice President, Human Resources for Protein Technologies International, Inc., a former subsidiary of Ralston Purina Company, from 1995-97. Age: 48.

PART II

Item 5. Market for Registrant's Common Stock and Related Stockholder Matters and Issuer Purchases of Equity Securities.

ENR Stock is listed on the New York Stock Exchange. As of September 30, 2008, there were approximately 12,360 shareholders of record of the ENR Stock.

The following table sets forth the range of market prices for ENR Stock for the period from October 1, 2006 to September 30, 2008. No dividends were declared or paid on ENR Stock during that period, and the Company does not currently intend to pay dividends during fiscal year 2009.

Market Price Range

FY2008 FY2007

First Quarter $99.20 - $119.60 $65.46 - $80.44

Second Quarter $85.01 - $113.25 $71.19 - $88.34

Third Quarter $71.25 - $93.85 $84.68 - $102.00

Fourth Quarter $66.35 - $90.00 $87.64 - $114.18

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

No shares of common stock were purchased during the quarter ended September 30, 2008.

COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN*
Among Energizer Holdings, Inc., The S&P Midcap 400 Index
And the S&P Household Products Index

*$100 invested on 9/30/03 in stock & index-including reinvestment of dividends.
Fiscal year ending September 30.

Item 6. Selected Financial Data.

The “ENERGIZER HOLDINGS, INC. - SUMMARY SELECTED HISTORICAL FINANCIAL INFORMATION” appearing on page 21 of the Energizer Holdings, Inc. 2008 Annual Report is hereby incorporated by reference.

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

Information appearing under "ENERGIZER HOLDINGS, INC. - MANAGEMENT’S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION" on pages 10 through 20, and the information appearing under "ENERGIZER HOLDINGS, INC - NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Segment Information" on pages 42 through 44, of the Energizer Holdings, Inc. 2008 Annual Report is hereby incorporated by reference.

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

Information appearing under "ENERGIZER HOLDINGS, INC. - MANAGEMENT’S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION - Market Risk Sensitive Instruments and Positions" on pages 16 and 17 of the Energizer Holdings, Inc. 2008 Annual Report is hereby incorporated by reference.

Item 8. Financial Statements and Supplementary Data.

The consolidated financial statements of Energizer and its subsidiaries appearing on pages 24 through 44, together with the report thereon of PricewaterhouseCoopers LLP on page 23, and the supplementary data under "ENERGIZER HOLDINGS, INC. - NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Quarterly Financial Information (Unaudited)” on page 44 of the Energizer Holdings, Inc. 2008 Annual Report are hereby incorporated by reference.

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

Not applicable.

Item 9A. Controls and Procedures.

Ward M. Klein, Energizer’s Chief Executive Officer, and Daniel J. Sescleifer, Energizer’s Executive Vice President and Chief Financial Officer, evaluated Energizer’s disclosure controls and procedures as of September 30, 2008, the end of the Company’s 2008 fiscal year, and determined that such controls and procedures were effective and sufficient to ensure compliance with applicable laws and regulations regarding appropriate disclosure in the Annual Report, and that there were no material weaknesses in those disclosure controls and procedures. They have also indicated that during the Company’s fourth fiscal quarter of 2008 there were no changes which have materially affected, or are reasonably likely to materially affect, the Company’s internal controls over financial reporting.

Management’s Report on Internal Control Over Financial Reporting, appearing on page 22, and the Report of the Independent Registered Public Accounting Firm, appearing on page 23, of the Energizer Holdings, Inc. 2008 Annual Report, are hereby incorporated by reference.

Item 9B. Other Information

Not applicable.

PART III

Item 10. Directors and Executive Officers of the Registrant.

The information required by this item, which will be in our Proxy Statement under the captions “Information About Nominees and Other Directors,” “Board of Directors Standing Committees,” and “Committee Charters, Governance and Codes of Conduct,” which will be filed within 120 days of the end of the fiscal year ended September 30, 2008, is hereby incorporated by reference.

The rules of the Securities and Exchange Commission require that the Company disclose late filings of reports of stock ownership and changes in stock ownership by its directors and executive officers. On April 23, 2008, Mr. William Stiritz, who retired from the Board of Directors on April 30, 2008, filed late Form 5’s for fiscal years 2005, 2006 and 2007, disclosing gifts of ENR Stock which he made during those years which were not previously reported. The Company had relied on certifications from Mr. Stiritz that all disclosable transactions for each year had been reported on Form 4’s filed for each such year. To the best of the Company’s knowledge, all of the filings for the Company’s other executive officers and directors were made on a timely basis in 2008.

The Company has adopted a code of ethics that is applicable to its executive officers and employees, including its Chief Executive Officer, Executive Vice President and Chief Financial Officer, and Controller, and a separate code of ethics applicable to its directors. The Company’s codes of ethics have been posted

on the Company’s website at www.energizer.com under “-Codes of Conduct.” In the event that an amendment to, or a waiver from, a provision of one of the codes of ethics occurs and it is determined that such amendment or waiver is subject to the disclosure provisions of Item 5.05 of Form 8-K, the Company intends to satisfy such disclosure by posting such information on its website for at least a 12-month period.

Item 11. Executive Compensation.

The information required by this item, which will be in our Proxy Statement under the caption ”Executive Compensation,” which will be filed within 120 days of the end of the fiscal year ended September 30, 2008, is hereby incorporated by reference.

The information contained in “Nominating and Executive Compensation Committee Report” shall not be deemed to be “filed” with the Securities and Exchange Commission or subject to the liabilities of the Exchange Act, except to the extent that the Company specifically incorporates such information into a document filed under the Securities Act or the Exchange Act.

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

The information required by this item, which will be in our Proxy Statement under the captions “Stock Ownership Information” and "Common Stock Ownership of Directors and Executive Officers," which will be filed within 120 days of the end of the fiscal year ended September 30, 2008, is hereby incorporated by reference.

Securities Authorized for Issuance Under Equity
Compensation Plans as of September 30, 2008

	(a)	(b)	(c)
	Number of	Weighted-average	Number of
	Securities	exercise price of	securities
Plan Category	to be issued upon	outstanding	remaining available
	exercise of	options,	for future issuance
	outstanding	warrants and rights	under equity
	options,		compensation
	warrants and rights		plans (excluding
			securities reflected
			in column
			(a), and as noted
			below.)
Equity compensation	1,572,213	$31.24	2,194,626
plans approved by
security holders
Equity compensation	None	NA	None
plans not approved
by security holders
Total	1,572,213	$31.24	2,194,626

Note: in addition to the number of securities to be issued upon exercise of outstanding options, warrants and rights shown above, as of September 30, 2008, 1,421,490 restricted stock equivalents have been granted under the terms of the shareholder-approved Energizer Holdings, Inc. 2000 Incentive Stock Plan, Energizer’s only equity compensation plan (other than benefit plans intended to meet the qualification requirements of Section 401(a) of the Internal Revenue Code). Since September 30, 2008, an additional 641,300 restricted stock equivalents have been granted under the terms of that Plan, 174,896 of the outstanding equivalents as of September 30 have vested and converted into outstanding shares of ENR Stock, and 2,037 of the outstanding equivalents as of that date have subsequently been forfeited and will

not convert into outstanding shares of ENR Stock. 1,202,082 of the aggregate outstanding equivalents either (i) vest over varying periods of time following grant, and at that time, convert, on a one-for-one basis, into shares of ENR Stock, or (ii) have already vested but conversion into shares of ENR Stock has been deferred, at the election of the recipient, until retirement or termination of employment. An additional 683,775 equivalents granted in 2006, 2007 and 2008 will vest only upon achievement of 3-year performance measures. The number of securities indicated in column (c) reflects not only the exclusion of securities which will be issued upon exercise of outstanding options, warrants and rights, but also the exclusion of securities which will be issued upon conversion of outstanding restricted stock equivalents.

Item 13. Certain Relationships and Related Transactions.

The information required by this item, which will be in our Proxy Statement under the captions “Director Independence” and “Certain Relationships and Related Transactions,” which will be filed within 120 days of the end of the fiscal year ended September 30, 2008, is hereby incorporated by reference.

Item 14. Principal Accountant Fees and Services.

The information required by this item, which will be in our Proxy Statement under the captions “Selection of Auditors,” which will be filed within 120 days of the end of the fiscal year ended September 30, 2008, is hereby incorporated by reference.

PART IV

Item 15. Exhibits and Financial Statement Schedules

1.	Documents filed with this report:

		a.		Financial statements previously incorporated by reference under Item 8 herein.
			-	Report of Independent Registered Public Accounting Firm.
			-	Consolidated Statements of Earnings -- for years ended September 30, 2008, 2007 and 2006.
			-	Consolidated Balance Sheets -- at September 30, 2008 and 2007.
			-	Consolidated Statements of Cash Flows -- for years ended September 30, 2008, 2007, and 2006.
			-	Consolidated Statements of Shareholders’ Equity -- at September 30, 2008, 2007 and 2006.
			-	Notes to Financial Statements.

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

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

					2	Agreement and Plan of Reorganization
					3(i)	Articles of Incorporation of Energizer Holdings, Inc.
					4	Rights Agreement between Energizer Holdings, Inc. and Continental Stock Transfer & Trust Company, as Rights Agent
					10(v)	Asset Securitization Receivable Purchase Agreement between Energizer Holdings, Inc., Falcon Asset Securitization Corporation and Bank One, N.A.
					10(viii)	Tax Sharing Agreement
					10(xi)	Energizer Holdings, Inc. Incentive Stock Plan*
					10(xii)	Form of Indemnification Agreements with Executive Officers and Directors*
					10(xiii)	Executive Savings Investment Plan*
					10(iv)	Executive Health Insurance Plan*
					10(v)	Executive Long Term Disability Plan*
					10(xvi)	Financial Planning Plan*
					10(xvii)	Executive Group Personal Excess Liability Insurance Plan*

	10(xviii)	Executive Retiree Life Plan*
	10(xix)	Supplemental Executive Retirement Plan*

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

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

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

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

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

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

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

	10(i)	Form of Non-Qualified Stock Option dated January 27, 2003*
	10(vi)	Stock and Asset Purchase Agreement between Pfizer Inc. and Energizer Holdings, Inc.

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

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

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

	10(ii)	Form of Restricted Stock Equivalent Award Agreement dated May 19, 2003*
	10(iii)	Form of Non-Qualified Stock Option dated May 19, 2003*
	10(viii)	Energizer Holdings, Inc. Note Purchase Agreement dated as of June 1, 2003

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

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

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

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

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

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

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

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

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

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

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

(xiv)	The following exhibits (listed by numbers corresponding to the Exhibit Table of Item 601 in Regulation S-K) and the summary of a material definitive agreement relating to the annual compensation of the Chief Executive Officer, are hereby incorporated by reference to Energizer’s Current Report on Form 8-K dated January 14, 2005.

	10(i)	Form of Non-Qualified Stock Option dated January 14, 2005*
	10(ii)	Form of Restricted Stock Equivalent Award Agreement dated January 14, 2005*

(xv)	The following exhibits (listed by numbers corresponding to the Exhibit Table of Item 601 in Regulation S-K) are hereby incorporated by reference to Energizer’s Current Report on Form 8-K dated January 25, 2005.

	10(i)	Form of Non-Qualified Stock Option dated January 25, 2005*
	10(iii)	Non-Competition and Non-Disclosure Agreement with J.P. Mulcahy*
	10(iv)	Separation Agreement and General Release with J.P. Mulcahy*

(xvi)	The following exhibit (listed by number corresponding to the Exhibit Table of Item 601 in Regulation S-K) is hereby incorporated by reference to Energizer’s Current Report on Form 8-K dated August 24, 2005.

	10(i)	2005 Singapore Credit Facility Agreement.

(xvii)	The following exhibit (listed by number corresponding to the Exhibit Table of Item 601 in Regulation S-K) is hereby incorporated by reference to Energizer’s Current Report on Form 8-K dated September 29, 2005.

	10(i)	2005 Note Purchase Agreement dated September 29, 2005.

(xviii)	The following exhibit (listed by number corresponding to the Exhibit Table of Item 601 in Regulation S-K) is hereby incorporated by reference to Energizer’s Current Report on Form 8-K dated November 30, 2005.

	10(1)	Form of 2005 Put/Call Order Specification.

(xix)	The following exhibit (listed by number corresponding to the Exhibit Table of Item 601 in Regulation S-K) is hereby incorporated by reference to Energizer’s Current Report on Form 8-K dated July 6, 2006.

	10(1)	2006 Note Purchase Agreement dated July 6, 2006.

(xx)	The following exhibit (listed by number corresponding to the Exhibit Table of Item 601 in Regulation S-K) is hereby incorporated by reference to Energizer’s Current Report on Form 8-K dated August 17, 2006.

	10(1)	Form of 2006 Put/Call Order Specification.

(xxi)	The following exhibit (listed by number corresponding to the Exhibit Table of Item 601 in Regulation S-K) and the summary of the Company’s 2007 Annual and Long-Term Cash Bonus Award Program, and 2007 Executive Officer salaries for its executive officers, are hereby incorporated by reference to Energizer’s Current Report on Form 8-K dated as of October 9, 2006.*

	10(1)	Form of Performance Restricted Stock Equivalent Award Agreement.*

(xxii)	The following exhibit (listed by number corresponding to the Exhibit Table of Item 601 in Regulation S-K) is hereby incorporated by reference to Energizer’s Current Report on Form 8-K dated July 13, 2007.

	2(1)	Agreement and Plan of Merger among Energizer Holdings, Inc., ETKM, Inc., and Playtex Products, Inc. dated July 12, 2007.

(xxiii)	The following exhibit (listed by number corresponding to the Exhibit Table of Item 601 in Regulation S-K) is hereby incorporated by reference to Energizer’s Current Report on Form 8-K dated September 14, 2007.

	10(1)	Term Loan Credit Agreement dated September 14, 2007.

(xxiv)	The following exhibit (listed by number corresponding to the Exhibit Table of Item 601 in Regulation S-K) hereby incorporated by reference to Energizer’s Current Report on Form 8-K dated as of October 10, 2007.*

	10(1)	Form of Performance Restricted Stock Equivalent Award Agreement.*

(xxv)	The following exhibit (listed by number corresponding to the Exhibit Table of Item 601 in Regulation S-K) is hereby incorporated by reference to Energizer’s Current Report on Form 8-K dated October 15, 2007.

	10(1)	Form of 2007 Note Purchase Agreement dated October 15, 2007.

(xxvi)	The summary of adjustments to performance goals under the Company’s 2008 Annual and Two-Year Cash Bonus Award Program, and Performance Restricted Stock Equivalent Awards Agreement granted October 10, 2007 is hereby incorporated by reference to Energizer’s Current Report on Form 8-K dated as of November 21, 2007.*

(xxvii)	The following exhibit (listed by number corresponding to the Exhibit Table of Item 601 in Regulation S-K) is hereby incorporated by reference to Energizer’s Current Report on Form 8-K dated as of June 30, 2008

	10(1)	First Amended and Restated Receivables Purchase Agreement dated as of June 30, 2008 among Energizer Receivables Funding Corporation, as seller, Energizer Battery, Inc., as servicer, Playtex

	Products, Inc., as sub-servicer, Mizuho Corporate Bank, LTD., as agent and a funding agent, and the Bank of Tokyo-Mitsubishi UFJ, LTD., New York Branch, as funding agent.

(xxviii)	The following exhibit (listed by number corresponding to the Exhibit Table of Item 601 in Regulation S-K) and the summary of compensatory arrangements with David Hatfield, are hereby incorporated by reference to Energizer’s Current Report on Form 8-K dated as of January 28, 2008

	10(1)	Form of Change of Control Employment Agreements, as amended January 28, 2008*

(xxix)	The following exhibits (listed by number corresponding to the Exhibit Table of Item 601 in Regulation S-K) and the summary of the Company’s 2009 Annual and Long-Term Cash Bonus Award Program, and 2009 Executive Officer salaries for its executive officers, as well as the description of the amendment to the Energizer Holdings, Inc. 2000 Incentive Stock Plan, are hereby incorporated by reference to Energizer’s Current Report on Form 8-K dated as of October 13, 2008

	10.1	Form of 2008 Performance Restricted Stock Equivalent Agreement.*
	10.2	Amended Executive Officer Bonus Plan*

(xxx)	The following exhibits (listed by number corresponding to the Exhibit Table of Item 601 in Regulation S-K) are hereby incorporated by reference to Energizer’s Current Report on Form 8-K dated as of November 3, 2008

	3ii	Amended Bylaws of Energizer Holdings, Inc., effective as of November 3, 2008
	10	Form of Indemnification Agreement between Energizer Holdings, Inc. and W. Klein.*

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

	10	Energizer Holdings, Inc. Deferred Compensation Plan, as amended and restated October 28, 2008.*
	13	The information set forth under the captions “Management’s Discussion and Analysis of Results of Operations and Financial Condition”, “Summary Selected Historical Financial Information”, “Management’s Report on Internal Control Over Financial Reporting”, “Report of Independent Registered Public Accounting Firm”, “Consolidated Statements of Earnings and Comprehensive Income”, “Consolidated Balance Sheets”, “Consolidated Statements of Cash Flows”, “Consolidated Statements of Shareholders Equity”, “Notes to Consolidated Financial Statements”, and “Quarterly Financial Information (Unaudited)”, which appear on pages 10 to 44 of the Energizer Holdings, Inc. 2008 Annual Report, which are incorporated herein by reference, is filed herewith.
	21	Subsidiaries of Registrant
	23	Consent of Independent Registered Public Accounting Firm
	31(i)	Section 302 Certification of Chief Executive Officer
	31(ii)	Section 302 Certification of Executive Vice President and Chief Financial Officer
	32(i)	Section 1350 Certification of Chief Executive Officer
	32(ii)	Section 1350 Certification of Executive Vice President and Chief Financial Officer

*Denotes a management contract or compensatory plan or arrangement.

FINANCIAL STATEMENT AND SCHEDULES

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

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

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	ENERGIZER HOLDINGS, INC.
	By
	Ward M. Klein
	Chief Executive Officer

Date: November 26, 2008

Signature	Title
/s/ Daniel J. Sescleifer
Daniel J. Sescleifer	Executive Vice President and Chief Financial Officer
/s/ John J. McColgan
John J. McColgan	Vice President and Controller
/s/ J. Patrick Mulcahy
J. Patrick Mulcahy	Chairman of the Board of Directors
/s/ R. David Hoover
R. David Hoover	Director
/s/ John E. Klein
John E. Klein	Director
/s/ Richard A. Liddy
Richard A. Liddy	Director
/s/ W. Patrick McGinnis
W. Patrick McGinnis	Director
/s/ Joe R. Micheletto
Joe R. Micheletto	Director
/s/ Pamela Nicholson
Pamela Nicholson	Director
/s/ John R. Roberts
John R. Roberts	Director
/s/ John C. Hunter
John C. Hunter	Director
/s/ Bill G. Armstrong
Bill G. Armstrong	Director

Exhibit 10

2009 RESTATEMENT OF

ENERGIZER HOLDINGS, INC.

DEFERRED COMPENSATION PLAN

		TABLE OF CONTENTS ARTICLE	PAGE

ARTICLE I Introduction			1
	1.1	Name of Plan/Purpose	1
	1.2	“Top Hat” Retirement Benefit Plan	1
	1.3	Effective Date	1
	1.4	Administration	1

ARTICLE II Definitions and Construction			2
	2.1	Definitions	2
	2.2	Number and Gender	9
	2.3	Headings	9

ARTICLE III Participation and Eligibility			10
	3.1	Eligibility	10
	3.2	Participation	10
	3.3	Duration of Participation	10

ARTICLE IV Deferral and Matching Contributions			11
	4.1	Deferrals by Participants	11
	4.2	Effective Date of Deferred Compensation Agreement	11
	4.3	Modification or Revocation of Election of Participant	11
	4.4	Matching Contributions	12
	4.5	Mandated Deferrals	12
	4.6	Deferral Periods	12

ARTICLE V Vesting			13
	5.1	Vesting in Base Salary Deferrals, Bonus Deferrals, and Director Fee Deferrals	13
	5.2	Vesting in Matching Contributions	13

ARTICLE VI Accounts			13
	6.1	Establishment of Bookkeeping Account	13
	6.2	Subaccounts	14
	6.3	Investment of Account	14
	6.4	Hypothetical Nature of Account	15

ARTICLE VII Payment of Account			15
	7.1	Timing of Distribution of Benefits; Designated Payment Date	15
	7.2	Adjustment of Account Upon a Distribution	15
	7.3	Form of Payment or Payments	16
	7.4	Death Benefits	17
	7.5	Designation of Beneficiaries	17
	7.6	Unclaimed Benefits	17
	7.7	Withdrawal	17
	7.8	Offset of Benefit By Certain Amounts	18

ARTICLE VIII Administration			19

ARTICLE IX Amendment and Termination			19

ARTICLE X General Provisions			20
	10.1	Non-Alienation of Benefits	20
	10.2	Contractual Right to Benefits Funding	20
	10.3	Indemnification and Exculpation	21
	10.4	No Employment Agreement	21
	10.5	Claims and Appeals Procedures	21
	10.6	Disability Claims and Appeals Procedures	22
	10.7	Limitation of Action and Choice of Venue	24
	10.8	Successor to Company	24
	10.9	Severability	24
	10.10	Transfer Among Affiliates	24
	10.11	Entire Plan	24
	10.12	Payee Not Competent	24
	10.13	Tax Withholding	25
	10.14	Governing Law	25
	10.15	Compliance with Code Section 409A	25

- ii -

2009 RESTATEMENT OF
ENERGIZER HOLDINGS, INC.
DEFERRED COMPENSATION PLAN

ARTICLE I

I NTRODUCTION

1.1 Name of Plan/Purpose.

ENERGIZER HOLDINGS, INC. (“Company”) established the ENERGIZER HOLDINGS, INC. DEFERRED COMPENSATION PLAN (“Grandfathered Plan”), effective as of April 1, 2000, to provide, in part, certain eligible employees and Directors of the Company and its Subsidiaries the opportunity to defer elements of their compensation or fees and to receive the benefit of additions to their deferrals. The Company amended and completely restated the Grandfathered Plan effective as of November 1, 2003.

In connection with complying with Section 409A of the Internal Revenue Code of 1986, as amended (“Code”), the portion of each Participant’s Account that was earned and vested as of December 31, 2004, was frozen, except for adjustments for earnings and losses, and credited to a separate subaccount (the “Grandfathered Account”) and will be administered in accordance with the terms of the Grandfathered Plan as in effect on October 3, 2004 and the federal income tax law in effect prior to the enactment of Section 409A. The portion of each Participant’s Account earned or vested on or after January 1, 2005 was credited to a separated subaccount (the “Non-Grandfathered Account”). Pursuant to Notice 2007-86, with respect to the period from January 1, 2005 through December 31, 2008, all Non-Grandfathered Accounts will be administered in accordance with Notice 2005-1, other generally applicable Section 409A guidance, and the Company’s good faith interpretation of compliance with Code Section 409A, as documented, in part, in draft plan documents, forms, or communications. Effective January 1, 2009, all Non-Grandfathered Accounts will be administered in accordance with the 2009 Restatement of the Energizer Holdings, Inc. Deferred Compensation Plan (“Plan”). A Participant’s benefit will be comprised of his or her Grandfathered Account under the Grandfathered Plan and his or her Non-Grandfathered Accounts under the Plan.

1.2 “Top Hat” Retirement Benefit Plan.

The Plan is intended to be a nonqualified unfunded deferred compensation plan. The Plan is maintained for Directors and for a select group of management or highly compensated employees and, therefore, it is intended that the Plan will be exempt from Parts 2, 3 and 4 of Title I of ERISA. The Plan is not intended to qualify under Code Section 401. The Plan is intended to comply with the requirements of Section 409A of the Code.

1.3 Effective Date.

This amendment and restatement of the Plan is effective as of January 1, 2009, except as otherwise provided.

1.4 Administration.

The Plan shall be administered by the Committee described in Article VIII.

ARTICLE II

Definitions and Construction

2.1 Definitions.

For purposes of the Plan, the following words and phrases, whether or not capitalized, shall have the respective meanings set forth below, unless the context clearly requires a different meaning:

(a) “Account” means the bookkeeping account maintained on behalf of each Participant pursuant to Article VI that is credited with Base Salary Deferrals, Bonus Deferrals, Matching Contributions, and Director Fee Deferrals pursuant to Article IV, amounts allocated to the Participant’s dividend equivalents as described in Section 6.3, interest equivalents, if applicable, and equivalents of earnings, if any, distributed with respect to other investment funds whose results are reflected in measurement funds offered pursuant to the Plan. Statements of Accounts issued to Participants also will reflect the market value of investment funds selected by the Participants for their Accounts, as of the appropriate Valuation Date. The market value of a particular investment fund in a Participant’s Account will be determined as of the appropriate Valuation Date at the time of distribution or transfer to another investment fund in the Plan, notwithstanding that the market value attributed to such investment funds may vary from day to day. For purposes of the 2009 Restatement of the Plan, “Account” means a Participant’s Non-Grandfathered Account.

(b) “Acquiring Person” means any person or group of Affiliates or Associates who is or becomes the beneficial owner, directly or indirectly, of shares representing 20% or more of the total votes of the outstanding stock entitled to vote at a meeting of shareholders.

(c) “Affiliate” or “Associate” shall have the meanings set forth in Rule 12b-2 of the General Rules and Regulations under the Securities Exchange Act of 1934, as amended.

(d) “Base Salary” means, with respect to an Employee, the annual cash compensation relating to services performed during any calendar year, whether or not actually paid in such calendar year or included on the Federal Income Tax Form W-2 for such calendar year, excluding bonuses, commissions, overtime, fringe benefits, stock options, relocation expenses, incentive payments, non-monetary awards, and other fees, automobile and other allowances paid to a Participant for employment services rendered (whether or not such allowances are included in the Employee’s gross income). Base Salary shall be calculated before reduction for compensation voluntarily or mandatorily deferred or contributed by the Participant pursuant to all qualified or non-qualified plans of the Company and any Subsidiary and shall be calculated to include amounts not otherwise included in the Participant’s gross income under Code Sections 125, 132(f)(4), 402(e)(3), 402(h) or 403(b) pursuant to plans established by the Company or Subsidiary; provided however, that all such amounts will be included in compensation only to the extent that, had there been no such plan, the amount would have been payable in cash to the Employee.

(e) “Base Salary Deferral” means the amount of a Participant’s Base Salary that the Participant elects to have withheld on a pre-tax basis from his or her Base Salary and credited to his or her Account pursuant to Section 4.1. Effective January 1, 2009, Base Salary Deferrals will no longer be permitted under the Plan.

(f) “Beneficial Owner” shall mean a person who shall be deemed to have acquired “beneficial ownership” of, or to “beneficially own,” any securities:

(i) which such person or any of such person’s Affiliates or Associates beneficially owns, directly or indirectly;

(ii) which such person or any of such person’s Affiliates or Associates has (a) the right to acquire (whether such right is exercisable immediately or only after the passage of time) pursuant to any agreement, arrangement or understanding (other than customary agreements with and between underwriters and selling group members with respect to a bona fide public offering of securities), or upon the exercise of currently exercisable conversion or exchange rights, warrants or options, or otherwise; provided, however, that a person shall not be deemed the Beneficial Owner of, or to beneficially own, securities tendered pursuant to a tender or exchange offer made by or on behalf of such person or any of such person’s Affiliates or Associates until such tendered securities are accepted for purchase or exchange; or (b) the right to vote pursuant to any agreement, arrangement or understanding; provided, however, that a person shall not be deemed the Beneficial Owner of, or to beneficially own, any security if the agreement, arrangement or understanding to vote such security (1) arises solely from a revocable proxy or consent given to such person in response to a public proxy or consent solicitation made pursuant to, and in accordance with, the applicable rules and regulations promulgated under the Exchange Act and (2) is not also then reportable on Schedule 13D under the Exchange Act (or any comparable or successor report); or

(iii) which are beneficially owned, directly or indirectly, by any other person with which such person or any of such person’s Affiliates or Associates has any agreement, arrangement or understanding (other than customary agreements with and between underwriters and selling group members with respect to a bona fide public offering of securities) for the purpose of acquiring, holding, voting or disposing of any securities of Company.

Notwithstanding anything in this definition of “Beneficial Owner” to the contrary, the phrase “then outstanding,” when used with reference to a person’s beneficial ownership of securities of Company, shall mean the number of such securities then issued and outstanding together with the number of such securities not then actually issued and outstanding which such person would be deemed to own beneficially hereunder.

(g) “Beneficiary” means the person or entity designated by the Participant to receive benefits which may be payable on or after the Participant’s death in accordance with Section 7.4.

(h) “Board” means the Board of Directors of the Company.

(i) “Bonus Compensation” means the amount awarded to a Participant for a Plan Year under any bonus plan maintained by the Company and/or a Subsidiary which the Committee permits to be deferred under the Plan.

(j) “Bonus Deferral” means the amount of a Participant’s Bonus Compensation that the Participant elects to have withheld on a pre-tax basis from his or her Bonus Compensation and credited to his or her Account pursuant to Section 4.1.

(k) “Cause” means willful breach or failure by the Participant to perform his or her employment duties.

(l) “Change of Control” means a change of control of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), whether or not the Company is then subject to such reporting requirement; provided that, without limitation, such a Change of Control shall be deemed to have occurred if:

(i) any “person” (as such term is used in Sections 13(d) and 14(d)(2) as currently in effect, of the Exchange Act) is or becomes a “beneficial owner” (as determined for purposes of Regulation 13D-G, as currently in effect, of the Exchange Act), directly or indirectly, of securities representing 20% or more of the total voting power of all of the Company’s then outstanding voting securities. For purposes of this Plan, the term “person” shall not include: (A) the Company or any corporation of which 50% or more of the voting stock is owned, directly or indirectly, by the Company (individually, a "Subsidiary" and collectively "Subsidiaries"), (B) a trustee or other fiduciary holding securities under an employee benefit plan of the Company or any of its Subsidiaries, or (C) an underwriter temporarily holding securities pursuant to an offering of said securities;

(ii) during any period of two (2) consecutive calendar years, individuals who at the beginning of such period constitute the Board and any new director(s) whose election by the Board or nomination for election by the Company’s stockholders was approved by a vote of at least two-thirds of the directors then still in office who either were directors at the beginning of such period or whose election or nomination for election was previously so approved, cease for any reason to constitute a majority of the Board;

(iii) the stockholders of the Company approve a merger, consolidation or sale or other disposition of all or substantially all of the assets of the Company (a “Business Combination”), in each case, unless following such Business Combination: (i) all or substantially all of the individuals and entities who were the “beneficial owners” (as determined for purposes of Regulation 13D-G, as currently in effect, of the Exchange Act) of the outstanding voting securities of the Company immediately prior to such Business Combination beneficially own, directly or indirectly, securities representing more than 50% of the total voting power of the then outstanding voting securities of the corporation resulting from such Business Combination or the parent of such corporation (the “Resulting Corporation”); (ii) no “person” (as such term is used in Section 13(d) and 14(d)(2), as currently in effect, of the Exchange Act), other than a trustee or other fiduciary holding securities under an employee benefit plan of the Company or the Resulting Corporation, is the “beneficial owner” (as determined for purposes of Regulation 13D-G, as currently in effect, of the Exchange Act), directly or indirectly, of voting securities representing 20% or more of the total voting power of then outstanding voting securities of the Resulting Corporation; and (iii) at least a majority of the members of the board of directors of the Resulting Corporation were members of the Board at the time of the execution of the initial agreement, or at the time of the action of the Board, providing for such Business Combination;

(iv) the stockholders of the Company approve a plan of complete liquidation or dissolution of the Company; or

(v) any other event that a simple majority of the Board, in its sole discretion, shall determine constitutes a Change of Control.

(m) “Code” means the Internal Revenue Code of 1986, as amended, and all valid regulations thereunder.

(n) “Committee” means the Energizer Plans Administrative Committee which administers the Plan in accordance with Article VIII.

(o) “Company” means Energizer Holdings, Inc. and any successor thereto.

(p) “Continuing Director” means any member of the Board, while such person is a member of such Board, who is not an Affiliate or Associate of an Acquiring Person or of any such Acquiring Person’s Affiliate or Associate and was a member of such Board prior to the time when such Acquiring Person became an Acquiring Person, and any successor of a Continuing Director, while such successor is a member of such Board, who is not an Acquiring Person or an Affiliate or Associate of an Acquiring Person or a representative or nominee of an Acquiring Person or of any Affiliate or Associate of such Acquiring Person and is recommended or elected to succeed the Continuing Director by a majority of the Continuing Directors.

(q) “Controlled Group” means all corporations or business entities that are, along with the Company, members of a controlled group of corporations or businesses, as defined in Sections 414(b) and 414(c) of the Code, or a member of an affiliated service group, as defined in Section 414(m) of the Code, except that the language “at least 50 percent” is used instead of “at least 80 percent” in applying the rules of Sections 414(b) and 414(c).

(r) “Deferral Period” means the period of time for which a Participant elects to defer receipt of his or her Base Salary Deferrals and Bonus Deferrals credited to such Participant’s Account for a Plan Year. A Participant’s election of a Deferral Period made with respect to such Base Salary Deferrals and Bonus Deferrals for a Plan Year shall apply to Matching Contributions with respect to such Bonus Deferrals for such Plan Year. A Participant who is a Director may not elect a Deferral Period with respect to Director Fee Deferrals.

(s) “Deferrals” means (i) with respect to a Participant who is an Employee, Base Salary Deferrals and/or Bonus Deferrals, and (ii) with respect to a Participant who is a Director, Director Fee Deferrals.

(t) “Deferred Compensation Agreement” means the written agreement or electronic means by which a Participant elects the amount of Deferrals for a Plan Year, the Deferral Period, the deemed investment and the form of payment for the Deferrals and Matching Contributions, allocated to such Participant’s Account for a Plan Year. A Participant’s election with respect to the deemed investment and form of payment of Salary Deferrals and Bonus Deferrals shall apply to the Matching Contributions with respect to such Bonus Deferrals for such Plan Year. A Participant who is a Director may not elect a form of payment or Deferral Period with respect to his or her Director Fee Deferrals.

(u) “Director” means any member of the Board or any member of the board of directors of a Subsidiary who is not an officer or Employee of the Company and/or a Subsidiary.

(v) “Director Fee Deferrals” means the amount of Director Fees which a Participant elects to have withheld or which the Company mandatorily withholds on a pre-tax basis from his or her Director Fees and credited to his or her Account pursuant to Section 4.1.

(w) “Director Fees” means the amount of cash paid to a Director, including but not limited to board of director fees, committee fees, annual retainer director fees and such other amounts paid to a Director, for services as a Director of the Company or a Subsidiary.

(x) “Disability” means the inability of the Participant to perform the duties of his or her own occupation because of illness or injury of unavoidable cause.

(y) “Effective Date” means January 1, 2009, the effective date of this amendment and restatement of the Plan, except as otherwise provided.

(z) “Employee” means any individual who is classified by the Company or a Subsidiary, and reported on the payroll records of the Company or a Subsidiary, as a common law employee of the Company or a Subsidiary, regardless of such individual’s status under common law, including whether such individual is or has been determined by a third party (including, without limitation, a government agency or board or court or arbitrator) to be an employee of the Company or any Subsidiary for any purpose, including, for purposes of any employee benefit plan of the Company or any Subsidiary (including this Plan) or for purposes of federal, state, or local tax withholding, employment tax, or employment law. No individual shall be retroactively reclassified as an Employee.

(aa) “ERISA” means the Employee Retirement Income Security Act of 1974, as amended.

(bb) “Good Reason” means any of the following: assignment of duties inconsistent with the Employee’s status or diminution in status or responsibilities from that which existed prior to the Change of Control; reduction in the Employee’s annual salary; failure of the acquiror to pay any bonus award to which the Employee was otherwise entitled, or to offer the Employee incentive compensation, stock options or other benefits or perquisites which are offered to similarly situated employees of the acquiror; relocation of the Employee’s primary office to a location greater than fifty (50) miles from his or her existing office; any attempt by the acquiror to terminate the Employee’s employment in a manner other than as expressly permitted by the Change of Control agreement(s); or the failure by the acquiror to expressly assume the Company’s obligations under the Change of Control agreement(s).

(cc) “Grandfathered Account” means the vested portion of a Participant’s Account as of December 31, 2004, as adjusted for earnings or losses.

(dd) “Market Value” means the closing price of the Stock as reported by the New York Stock Exchange on the date in question, or, if the Stock is not quoted or if the Stock is not listed on such exchange, on the principal United States securities exchange registered under the Securities Exchange Act of 1934, as amended, on which the Stock is listed, or if the Stock is not listed on any such exchange, the closing bid quotation with respect to a share of Stock on the date in question on the NASDAQ Stock Market National Market System or any system then in use, or if no such quotation is available, the fair market value on the date in question of a share of Stock as determined by a majority of the Continuing Directors in accordance with regulations under Code Section 409A; provided, however, that the date in question for purposes of crediting Bonus Deferrals of Incentive Plan bonus payments and Company Matching Contributions thereon will be November 15, that the date in question for purposes of crediting Salary Deferrals will be the date the salary would otherwise have been paid, that the date in question for purposes of crediting Director Fee Deferrals will be the date the Director Fee would otherwise have been paid, and that the date in question for purposes of crediting Company Matching Contributions on Director Fee Deferrals will be the last day of the calendar year.

(ee) “Matching Contribution” means the amount of the contributions made by the Company and/or a Subsidiary on behalf of a Participant who elects to make Bonus Deferrals to the Plan for a Plan Year, subject to the provisions of Section 4.4.

(ff) “Non-Grandfathered Account” means (i) the portion of a Participant’s Account that became vested on or after January 1, 2005, as adjusted for earnings and losses, and (ii) contributions for periods on or after January 1, 2005, as adjusted for earnings and losses.

(gg) “Participant” means each Employee who has been selected for participation in the Plan and each Director who has become a Participant pursuant to Article III.

(hh) “Plan” means the 2009 RESTATEMENT OF ENERGIZER HOLDINGS, INC. DEFERRED COMPENSATION PLAN, as amended from time to time.

(ii) “Plan Year” means the twelve-consecutive month period commencing January 1 of each year and ending on December 31, except that the first Plan Year shall be the period beginning on April l, 2000 and ending on December 31, 2000.

(jj) “Retirement” means (i) with respect to a Participant who is an Employee, the date such Participant incurs a voluntary Termination of Employment on or after attaining age 55 and 10 years of service (as determined under the terms of the Energizer Holdings, Inc. Retirement Plan), and (ii) with respect to a Participant who is a Director, the date such Director resigns or is removed as a Director of the Company and Subsidiaries following attainment of age 70.

(kk) “Stock” means shares of the Company’s common stock, par value $.0l per share, which consists of shares of a class of common stock designated as Energizer Common Stock (“ENR Stock”) or any such other security outstanding upon the reclassification or redesignation of the Company’s ENR Stock or any other outstanding class or series of common stock of the Company, including, without limitation, any stock split-up, stock dividend, creation of tracking stock, or other distributions of stock in respect of stock, or any reverse stock split-up, or recapitalization of the Company or any merger or consolidation of the Company with any Affiliate, or any other transaction, whether or not with or into or otherwise involving an Acquiring Person.

(ll) “Stock Unit” means a stock unit that is equivalent to one share of Stock.

(mm) “Stock Unit Fund” means the Energizer Common Stock Unit Fund.

(nn) “Subsidiary” means any domestic corporation in which the Company owns, directly or indirectly, 50% or more of the voting stock.

(oo) “Termination for Cause” means a Participant’s termination of employment with the Company and its Subsidiaries because the Participant willfully engaged in gross misconduct; provided, however, that a “Termination for Cause” shall not include a termination attributable to: (i) poor work performance, bad judgment or negligence on the part of the Participant; or (ii) an act or omission reasonably believed by the Participant in good faith to have been in or not opposed to the best interests of his or her employer and reasonably believed by the Participant to be lawful.

(pp) “Termination of Employment” means termination of employment from the Controlled Group, as determined in accordance with rules set forth in IRS regulations under Code Section 409A (generally a decrease in the performance of services to no more than 20% of the average for the preceding 36-month period); provided, however, to the extent permitted by the regulations issued under Code Section 409A, a “Termination of Employment” does not occur if a Participant is on a military leave, sick leave or other bona fide leave of absence granted by the Company or a Subsidiary.

(qq) “Termination of Service” means termination of service as a Director with respect to all entities in the Controlled Group, as determined in accordance with rules set forth in IRS regulations under Code Section 409A.

(rr) “Trust” means the fund, if any, established in consequence of and for the purpose of the Plan, to be held in trust by the Trustee, from which Trust benefits under the Plan may be paid.

(ss) “Trust Agreement” means the Trust under the Energizer Holdings, Inc. Deferred Compensation Plan made and entered into by the Company with the Trustee pursuant to the Plan, as said Trust Agreement may be amended from time to time.

(tt) “Trustee” means any person, persons or corporation designated by the Company from time to time to hold, invest and disburse, in accordance with the Plan and Trust Agreement, the assets of the Plan.

(uu) “Valuation Date” means each business day that the New York Stock Exchange is open for business, unless changed by the Committee, and each special valuation date designated by the Committee.

2.2 Number and Gender.

Wherever appropriate herein, words used in the singular shall be considered to include the plural and words used in the plural shall be considered to include the singular. The masculine gender, where appearing in the Plan, shall be deemed to include the feminine gender.

2.3 Headings.

The headings of Articles and Sections herein are included solely for convenience and do not bear on the interpretation of the text. If there is any conflict between such headings and the text of the Plan, the text shall control. As used in the Plan, the terms “Article” and “Section” mean the text that accompanies the specified Article or Section of the Plan.

ARTICLE III

Participation and Eligibility

3.1 Eligibility.

(a) Employees - The Committee shall select who is eligible to participate in the Plan from among the management or highly compensated Employees of the Company and its Subsidiaries who are subject to the income tax laws of the United States. In making its selections hereunder, the Committee shall take into consideration the nature of the services rendered or to be rendered to the Company and its Subsidiaries by an Employee, his or her present and potential contribution to the success of the Company and its Subsidiaries, and such other factors as the Committee deems relevant in accomplishing the purposes of the Plan. The Committee shall notify each Participant of his or her selection as a Participant.

(b) Directors - A Director is eligible to participate in the Plan.

3.2 Participation.

An Employee or Director shall become a Participant effective as of the January 1 following the date the Committee determines his or her eligibility. Subject to the provisions of Section 3.3, a Participant shall remain eligible to continue participation in the Plan for each Plan Year following his or her initial year of participation in the Plan. The terms of the Plan shall govern the benefits, if any, payable to the Participant or his or her Beneficiary, except as otherwise provided in the Participant’s Deferred Compensation Agreement.

3.3 Duration of Participation.

(a) Employee - A Participant who is an Employee shall cease to be a Participant as of the date on which he or she incurs a Termination of Employment or the last day of the Plan Year in which the Committee terminates such Participant’s participation in the Plan, whichever date is earliest.

If the Committee determines in good faith that a Participant no longer qualifies as a member of a select group of management or highly compensated employees, as membership in such group is determined in accordance with the provisions of Sections 201(2), 301(a)(3) and 401(a)(1) of ERISA, the Committee shall have the right, in its sole discretion to prevent the Participant from making future deferral elections in future Plan Years.

(b) Director - A Participant who is a Director shall cease to be a Participant as of the date on which he or she incurs a Termination of Service or the last day of the Plan Year in which the Committee terminates such Participant’s participation in the Plan, whichever date is earliest.

ARTICLE IV

Deferral and Matching Contributions

4.1 Deferrals by Participants.

(a) Deferral Elections by Participants – Except as provided in Section 4.3, before the first day of each Plan Year, a Participant may file with the Committee a Deferred Compensation Agreement pursuant to which such Participant elects to make Deferrals for such Plan Year. Any such Participant election shall be subject to any maximum or minimum percentage or dollar amount limitations and to any other rules prescribed by the Committee in its sole discretion prior to the commencement of such Plan Year; provided however, that the Nominating and Executive Compensation Committee of the Board shall approve the deferral elections made each year by a Participant who is an executive officer as defined in the Securities Exchange Act of 1934 and regulations promulgated thereunder.

(b) Crediting of Deferral Amounts - Bonus Deferrals will be credited to the Account of each Participant as soon as administratively feasible after such Bonus Compensation otherwise would have been paid to the Participant in cash, provided that the Participant is an Employee as of such date. A Participant who incurs a Termination of Employment before his or her Bonus Compensation would have been paid in cash will be paid his or her Bonus Deferral in cash. Director Fee Deferrals will be credited to the Account of each Participant as soon as administratively feasible after such Director Fees otherwise would have been paid to the Participant in cash, provided that the Participant is a Director as of such date. A Participant who incurs a Termination of Service before his or her Director Fees would have been paid in cash will be paid his or her Director Fee Deferrals in cash.

(c) Cessation of Base Salary Deferrals – Effective January 1, 2009, Base Salary Deferrals will no longer be permitted under the Plan.

4.2 Effective Date of Deferred Compensation Agreement.

Except as provided in Section 4.3, a Participant’s Deferred Compensation Agreement shall be effective as of the first day of the Plan Year to which it relates. If a Participant fails to complete a Deferred Compensation Agreement on or before the date the Participant commences participation in the Plan or the first day of any Plan Year, the Participant shall be deemed to have elected not to make Deferrals for such Plan Year (or remaining portion thereof if the Participant enters the Plan other than on the first day of a Plan Year).

4.3 Modification or Revocation of Election of Participant.

Except as otherwise provided in this Section 4.3, a Participant may not discontinue or change the amount of his or her Deferrals during a Plan Year and may not make, modify, or revoke a Deferral Election retroactively. A Participant may, however, cancel a deferral election because of a hardship distribution from the Energizer Holdings, Inc. Savings Investment Plan pursuant to Treas. Reg. §1.401(k)-1(d)(3).

4.4 Matching Contributions.

For each Plan Year, the Company and/or its Subsidiaries shall make a Matching Contribution with respect to the Bonus Deferrals of a Participant; provided however, that (i) the amount of such Matching Contributions for each Plan Year shall be an amount equal to 25% of the Participant’s Bonus Deferrals for such Plan Year; (ii) no Matching Contribution shall be made with respect to a Participant’s Bonus Deferral if such Participant incurs a Termination of Employment before the Bonus Compensation which he or she elected to defer would have been paid in cash, and (iii) such Bonus Deferrals by Employees for such Plan Year must be invested in the Stock Unit Fund as provided in Section 6.3 for a period of not less than twelve (12) months beginning on the date such Bonus Deferrals are credited to such Participant’s Account in order to be entitled to such Matching Contribution as described below. Matching Contributions with respect to Bonus Deferrals invested in the Stock Unit Fund shall be credited to the Account of a Participant as of the date such Bonus Deferrals are credited to the Participant’s Account; provided however, Matching Contributions proportionately attributable to Bonus Deferrals that are withdrawn by a Participant from the Stock Unit Fund within twelve (12) months beginning on the date such Bonus Deferrals are credited to such Participant’s Account, shall be forfeited by such Participant. Anything contained herein to the contrary notwithstanding, the Nominating and Executive Compensation Committee of the Board shall approve the Matching Contribution, if any, made with respect to a Participant who is an executive officer as defined in the Securities Exchange Act of 1934 and regulations promulgated thereunder.

For each Plan Year, the Company shall make a Matching Contribution with respect to a Participant’s Director Fee Deferrals for such Plan Year. Effective January 1, 2004, the amount of such Matching Contribution shall be an amount equal to 33 1/3% of the Director Fee Deferrals for such Plan Year. The Matching Contribution made with respect to a Participant’s Director Fee Deferrals for a Plan Year shall be made as of December 31 ^st of such year.

4.5 Mandated Deferrals.

If the Committee mandates the deferral of any compensation in order to preserve the deductibility of such compensation when paid, under Code Section 162(m), such amounts shall remain deferred until the first calendar year in which the Committee reasonably anticipates that the deduction of such payment will not be barred by application of Code Section 162(m). Such mandated deferrals shall not be entitled to a Matching Contribution and shall be paid in a lump sum.

4.6 Deferral Periods.

(a) Employees - A Participant who is an Employee must specify on the Deferred Compensation Agreement, the Deferral Period for the Deferrals for the Plan Year to which the Deferred Compensation Agreement relates. A Participant shall elect one of the Deferral Period options as follows: (1) a Deferral Period of at least three (3) years pursuant to which a distribution is made within sixty (60) days of the January 1 immediately following the end of the Deferral Period, or (2) a Deferral Period ending on the sixth month anniversary of the date of the Participant’s Termination of Employment.

(b) Directors - A Participant who is a Director may not elect a Deferral Period with respect to Director Fee Deferrals. Payment of such Director Fee Deferrals shall be made in accordance with the provisions of Section 7.1.

ARTICLE V

Vesting

5.1 Vesting in Base Salary Deferrals, Bonus Deferrals, and Director Fee Deferrals.

A Participant shall always be 100% vested in the amounts allocated to his or her Account attributable to his or her Base Salary Deferrals, Bonus Deferrals and Director Fee Deferrals.

5.2 Vesting in Matching Contributions.

(a) Employees - A Participant who is an Employee shall become 100% vested in the amounts allocated to his or her Account attributable to his or her Matching Contributions for a Plan Year, upon the expiration of thirty-six (36) months beginning on the first day of the first full month following the date such Matching Contributions are credited to his or her Account. In the event such Participant incurs a Termination of Employment, the amounts allocated to his or her Account attributable to his or her Matching Contributions in which such Participant is vested shall be determined as of the date of such Termination of Employment unless otherwise provided in paragraph (b) of this Section 5.2.

(b) Notwithstanding the foregoing, a Participant who is an Employee shall become 100% vested in the amounts allocated to his or her Account attributable to his or her Matching Contributions upon the Participant’s Retirement, death, Disability, involuntary Termination of Employment (other than Termination for Cause) or upon a Change of Control if the Participant incurs a Termination of Employment within twelve (12) months following such Change of Control, and if such Termination of Employment is by the Participant for Good Reason, or such Termination of Employment is by the Company or a Subsidiary, for any reason other than for Cause.

(c) Directors - A Participant who is a Director, shall always be 100% vested in the amounts allocated to his or her Account attributable to his or her Matching Contributions.

ARTICLE VI

Accounts

6.1 Establishment of Bookkeeping Account.

Separate bookkeeping Accounts shall be maintained for each Participant. For a Participant with benefits under the Grandfathered Plan, the Account shall be referred to as the Grandfathered Account. For a Participant with benefits under the Plan, the Account shall be referred to as the Non-Grandfathered Account. Each Non-Grandfathered Account shall be credited with the Deferrals made by the Participant pursuant to Section 4.1 and the Matching Contributions made by the Company or a Subsidiary

pursuant to Section 4.4. Grandfathered and Non-Grandfathered Accounts also shall reflect the investment results described in Section 6.3.

6.2 Subaccounts.

Within each Participant’s bookkeeping Accounts, separate subaccounts may be maintained to the extent necessary for the administration of the Plan. For example, it may be necessary to maintain separate subaccounts where the Participant has specified different Deferral Periods, methods of payment or investment directions with respect to his or her Deferrals for different Plan Years.

6.3 Investment of Account.

A Participant shall elect to invest the amounts credited to his or her Account in such measurement funds as are selected by the Committee in its sole discretion, including but not limited to the Stock Unit Fund. The Committee may change or eliminate such measurement funds from time to time. The investment of such funds, or change in such investments, shall be made in accordance with such rules and procedures established by the Committee.

A Participant’s Account shall consist of a cash subaccount and a stock subaccount. Amounts allocated to the cash subaccount shall be invested in investments other than Stock Units. Amounts allocated to the stock subaccount shall be maintained as Stock Units. A Participant shall elect on his or her Deferred Compensation Agreement the portion of his or her Deferrals for a Plan Year that will be allocated to a cash subaccount and to the stock subaccount. The balance of a Participant’s Account as of any date is the aggregate of the cash subaccount and the stock subaccount as of such date. The balance of each cash subaccount shall be expressed in United States dollars. The balance of each stock subaccount shall be expressed in the numbers of shares of Stock deemed allocated to such subaccount, with fractional shares of Stock calculated to three decimal places. The number of Stock Units allocated to the stock subaccount as of any date shall be equal to the quotient of the amount allocated to the stock subaccount divided by the Market Value on such date. Upon the occurrence of any stock split-up, stock dividend, issuance of any tracking stock, combination or reclassification with respect to any outstanding series or class of Stock, or consolidation, merger or sale of all or substantially all of the assets of the Company, the number of Stock Units in each stock subaccount shall, to the extent appropriate as determined by the Committee in its sole discretion, be adjusted accordingly. To the extent dividends on any class or series of outstanding Stock are paid, dividend equivalents and fractions thereof shall be calculated with respect to balances of such Stock equivalents in the Participant’s stock subaccount, converted to additional equivalents of such Stock and credited to the Participant’s stock subaccount as of the dividend payment dates. The number of Stock equivalents to be credited as of each such date shall be determined by dividing the amount of the dividend equivalent by the Market Value of the relevant Stock on the dividend payment date. The Participant’s stock subaccount shall continue to earn such dividend equivalents until fully distributed.

Matching Contributions must be invested in the Stock Unit Fund for a period of not less than thirty-six (36) months beginning on the date such Matching Contributions are credited to a Participant’s Account.

Director Fee Deferrals for a Plan Year must be invested in the Stock Unit Fund for the balance of such Plan Year or, if less, for the portion of the Plan Year during which the Participant serves as a Director.

As of each Valuation Date, a Participant’s Account shall be valued in accordance with this Section and any rules and procedures established by the Committee.

6.4 Hypothetical Nature of Account.

The Account established under this Article VI shall be hypothetical in nature and shall be maintained for bookkeeping purposes only. Neither the Plan nor any of the Accounts (or subaccounts) established hereunder shall hold any actual funds or assets. The right of any person to receive one or more payments under the Plan shall be an unsecured claim against the general assets of the Company or Subsidiary for which the Participant worked when the Deferrals or Matching Contributions were made. Any liability of the Company or Subsidiary to any Participant, former Participant, or Beneficiary with respect to a right to payment shall be based solely upon contractual obligations created by the Plan. Neither the Company and/or any Subsidiary, the Board, nor any other person shall be deemed to be a trustee of any amounts to be paid under the Plan. Nothing contained in the Plan, and no action taken pursuant to its provisions, shall create or be construed to create a trust of any kind, or a fiduciary relationship, between the Company and/or any Subsidiary and a Participant or any other person.

ARTICLE VII

Payment of Account

7.1 Timing of Distribution of Benefits; Designated Payment Date.

(a) Employees - With respect to a Participant who is an Employee, the amounts allocated to a Participant’s Account attributable to Deferrals and vested Matching Contributions for a Plan Year shall be distributed (or begin to be distributed, in the case of annual installment payments) to such Participant on the earlier of (i) a date within sixty (60) days of the January 1 immediately following the last day of the Deferral Period for such Plan Year, or (ii) the sixth month anniversary of the Participant’s Termination of Employment.

(b) Directors - With respect to a Participant who is a Director, distribution of the Participant’s Account shall be made within sixty (60) days after the date the Participant incurs a Termination of Service, provided that the Director may not specify the calendar year of payment.

7.2 Adjustment of Account Upon a Distribution.

Upon a distribution pursuant to this Article VII, the distributable portion of a Participant’s Account shall be determined as of the Valuation Date immediately preceding the date of the distribution to be made and shall be credited with declared dividends, if any, and adjusted for investment results which have accrued to the date of distribution but which have not been allocated to his or her Account.

7.3 Form of Payment or Payments.

The amounts allocated to a Participant’s Account attributable to Deferrals and vested Matching Contributions, made to the Plan for a Plan Year, shall be distributed to the Participant specified as follows:

(a) Lump Sum Payment – A Participant who is an Employee may elect to have his or her benefit paid in a lump sum payment as elected in his or her Deferred Compensation Agreement at the time specified in Section 7.1(a). A Participant who is a Director shall receive payment of his or her Account in a lump sum payment at the time specified in Section 7.1(b).

(b) Annual Installment Payment – A Participant who is an Employee may elect in his or her Deferred Compensation Agreement to have his or her benefit paid in a series of annual installment payments. For purposes of Section 409A and the regulations thereunder, annual installment payments made pursuant to a Participant’s election in a Deferred Compensation Agreement shall be treated as a single payment. If a benefit is to be paid in a series of annual installment payments, the annual installment payments may be made for a period equal to five (5) or ten (10) years, as elected by the Participant in his or her Deferred Compensation Agreement. The first installment will be paid at the time specified in Section 7.1(a). Subsequent annual installment payments shall be paid on January 1 of each year. The amount of each annual installment payment shall be calculated by multiplying the total amount to be distributed to such Participant by a fraction, the numerator of which is one, and the denominator of which is the remaining number of annual installment payments to be made to the Participant.

(c) Change in Election of Method of Payment . Anything contained herein to the contrary notwithstanding, a Participant shall be permitted to change the form of payment initially elected in a Deferred Compensation Agreement provided that (i) such election will not take effect until 12 months after the date on which the election is made; (ii) the payment with respect to which such election is made will be deferred for an additional 5 years after the date such payment would otherwise have been made; and (iii) such election must be made at least 12 months before the date the payment would otherwise have been made. No Participant may change the form of payment initially elected more than once.

(d) Failure to Elect . If a Participant does not elect the form of payment in his or her Deferred Compensation Agreement, his or her benefit shall be paid in the form of a lump sum payment.

7.4 Death Benefits

(a) Employees – Notwithstanding any other provision of this Article VII, in the event a Participant who is an Employee dies before his or her benefit commences to be paid to him or her, the total amount allocated to the Participant’s Account shall be paid in a lump sum to the Participant’s Beneficiary. In the event a Participant who is an Employee or who was an Employee and who has terminated employment, dies after his or her benefit commences to be paid to him or her, the remainder of his or her vested Account shall be paid in a lump sum to the Participant’s Beneficiary. If no Beneficiary is designated, then benefits shall be paid in a lump sum within ninety (90) days following the date of death as provided in Section 7.5, provided that the Beneficiary may not specify the calendar year of payment.

(b) Directors - In the event a Participant who is a Director dies, the amount credited to the Participant’s Account shall be paid to the Participant’s Beneficiary in a lump sum within ninety (90) days following the date of death, provided that the Beneficiary may not specify the calendar year of payment.

7.5 Designation of Beneficiaries.

A Participant may designate the Beneficiary or Beneficiaries to whom his or her benefit under the Plan shall be paid if he or she dies before receiving complete payment of such benefit. A Beneficiary designation (i) must be made on a beneficiary designation form provided by the Committee, (ii) shall be effective on the date such designation form is actually received by the Committee, and (iii) shall revoke all prior designations made by the Participant. A Beneficiary designation form received by the Committee after the date of the Participant’s death shall be null and void. If a Participant has not designated a Beneficiary, if no designated Beneficiary survives the Participant or if the Beneficiary designation is legally invalid for any reason, then, the Participant’s Beneficiary shall be the Participant’s executor or administrator, or his or her heirs at law if there is no administration of such Participant’s estate. If the Committee is in doubt as to the right of any such Beneficiary to receive any benefits under the Plan, it may pay such benefits, in its sole and absolute discretion, to the legal representative of the Participant’s estate, and upon such payment neither the Committee, the Company, nor the Plan shall have further liability for such payment.

7.6 Unclaimed Benefits.

In the case of a benefit payable on behalf of such Participant, if the Committee is unable to locate the Participant or Beneficiary to whom such benefit is payable, such benefit may be forfeited to the Company, upon the Committee’s determination. Notwithstanding the foregoing, if subsequent to any such forfeiture the Participant or Beneficiary to whom such benefit is payable makes a valid claim for such benefit, such forfeited benefit shall be paid by the Company or restored to the Plan by the Company.

7.7 Withdrawal.

(a) A Participant (or, after a Participant’s death, his or her Beneficiary) may request a withdrawal of all or a portion of his or her vested Account on account of a

severe financial hardship in accordance with such rules and procedures prescribed by the Committee. The Participant (or his or her Beneficiary) shall be paid the withdrawal amount as soon as practicable after the Committee approves his or her request. The payment of this withdrawal amount shall not be subject to the deduction limitation under Code Section 162(m).

(b) If the Committee determines that a Participant has incurred a severe financial hardship, the Committee may make a cash distribution to the Participant of the portion of the vested balance of his or her Account needed to satisfy the severe financial hardship (including taxes reasonably anticipated as a result of such distribution), to the extent that the severe financial hardship may not be relieved:

(1) Through reimbursement or compensation by insurance or otherwise; or

(2) By liquidation of the Participant’s assets, to the extent the liquidation of such assets would not itself cause severe financial hardship.

(c) A “severe financial hardship” is a Participant’s need for a distribution, as determined by the Committee, resulting from:

(1) A sudden and unexpected illness or accident of the Participant or of a dependent or close family member of the Participant;

(2) Loss of the Participant’s property due to casualty;

(3) Any other events specified as “unforeseeable emergencies” under Code Section 409A and the regulations and guidance thereunder;

(4) Other extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Participant as permitted under Code Section 409A.

The Committee shall determine whether the Participant has satisfied the requirements of this Section 7.7. The Committee may decline a request for a distribution under this Section 7.7 if the Committee determines that such distribution is not in the best interests of the Company. All determinations made by the Committee pursuant to this Section 7.7 shall be binding on all parties.

7.8 Offset of Benefit By Certain Amounts

The Committee, in its sole and absolute discretion, may offset any benefit payable to a Participant or Beneficiary pursuant to this Article VII by any amounts the Participant or Beneficiary may owe the Company and/or any Subsidiary or any amounts the Participant or Beneficiary may owe any employee benefit plan maintained by the Company and/or Subsidiary, provided that such debt is incurred in the ordinary course of the employment or service relationship between the Participant and the Company or any Subsidiary and the entire amount of reduction in any calendar year does not exceed $5,000.

ARTICLE VIII

Administration

The Plan shall be administered by the Committee. The Committee shall have all powers necessary or appropriate to enable it to carry out its administrative duties. Not in limitation, but in application of the foregoing, the Committee shall have the duty and power to interpret the Plan and determine all questions that may arise hereunder as to the status and rights of Employees, Directors, Participants, and Beneficiaries. The Committee shall also have the duty and power to interpret the Plan to determine all questions that may arise hereunder as to the determination of whether the individual is an Employee. The Committee may exercise the powers hereby granted in its sole and absolute discretion. The interpretation of the Plan or other action of the Committee made in good faith in its sole discretion shall be subject to review only if such an interpretation or other action is without a rational basis. Any review of a final decision or action of the Committee shall be based only on such evidence presented to or considered by the Committee at the time it made the decision that is the subject of the review. The Company and any Subsidiary whose Employees are covered by the Plan and any Employee or Director who is or may be covered by the Plan hereby consent to actions of the Committee made in its sole discretion and agree to be bound by the narrow standard of review prescribed in this Section. No member of the Committee shall be personally liable for any actions taken by the Committee unless the member’s action involves willful misconduct. The Committee may delegate its administrative responsibilities to any Employee of the Company provided such designation is in writing.

ARTICLE IX

Amendment and Termination

The power to amend, modify or terminate the Plan in whole or in part and at any time is reserved to the Committee and to the Board or its delegate. Notwithstanding the foregoing, (a) no amendment or modification which would reasonably be considered to be adverse to a Participant or Beneficiary may apply to or affect the terms of any deferral of compensation that was approved prior to the effective date of such amendment or modification without the consent of the Participant or Beneficiary affected thereby, and (b) the termination of the Plan shall not affect the Deferred Compensation Agreements then in effect, except that no additional amounts may be deferred by Participants to the Plan after the date of termination of the Plan.

The Committee may terminate the Plan, and distribute all vested accrued benefits, subject to the restrictions set forth in Treas. Reg. §1.409A-3(j)(4). A termination of the Plan must comply with the provisions of Code Section 409A and the regulations and guidance promulgated thereunder, including, but not limited to, restrictions on the timing of final distributions and the adoption of future deferred compensation arrangements.

ARTICLE X

General Provisions

10.1 Non-Alienation of Benefits.

No right or benefit under the Plan shall be subject to anticipation, alienation, sale, assignment, pledge, encumbrance, or charge, and any attempt to anticipate, alienate, sell, assign, pledge, encumber, or change any right or benefit under this Plan shall be void. No right or benefit hereunder shall in any manner be liable for or subject to the debts, contracts, liabilities or torts of the person entitled to such benefits. If the Participant or Beneficiary becomes bankrupt, or attempts to anticipate, alienate, sell, assign, pledge, encumber, or change any right hereunder, then such right or benefit shall, in the discretion of the Committee, cease and terminate, and in such event, the Committee may hold or apply the same or any part thereof for the benefit of the Participant or Beneficiary, spouse, children, or other dependents, or any of them in such manner and in such amounts and proportions as the Committee may deem proper. Notwithstanding anything in this Section to the contrary, the Committee may comply with a qualified domestic relations order as defined in Code section 414(p); provided however, that for purposes of this Section 10.1, (i) the provisions of Code section 414(p)(9) shall be disregarded and shall have no force and effect in applying the provisions of Code section 414(p), and (ii) the provisions of Code section 414(p)(4) shall be disregarded when making a determination whether a domestic relations order is a qualified domestic relations order so that no order shall be considered to be a qualified domestic relations order if it requires an amount to be paid to an alternate payee before the earlier of (A) the date the Participant begins to receive benefits under the Plan, or (B) the date of the Participant’s death. Anything contained herein to the contrary notwithstanding, benefits payable from the Plan under this Section 10.1 to an alternate payee pursuant to a qualified domestic relations order shall be paid only in the form of a lump sum payment. The Committee may establish procedures similar to those described in Code sections 414(p)(6) and (7), in lieu of the procedures set forth in Code sections 414(p)(6) and (7), for evaluating domestic relations orders and for handling benefits while domestic relations orders are being evaluated.

10.2 Contractual Right to Benefits Funding.

The Plan creates and vests in each Participant a contractual right to the benefits to which he or she is entitled hereunder, enforceable by the Participant against the Company. The benefits to which a Participant is entitled under the Plan shall be paid from the general assets of the Company or from the Trust that may be established or maintained to provide such benefits.

If a Trust is established and maintained, amounts deposited with the Trustee shall be held and disposed of in accordance with the terms of the Trust Agreement and payments made under the terms of the Trust Agreement shall be in satisfaction of claims against the Company under the Plan. Nothing in the Plan or Trust Agreement shall relieve the Company of its liabilities to pay amounts under the Plan except to the extent that such liabilities are met from the use of the assets held in Trust.

10.3 Indemnification and Exculpation.

The members of the Committee and their agents, and the officers, directors and employees of the Company and any Subsidiary shall be indemnified and held harmless by the Company against and from any and all loss, cost, liability, or expense that may be imposed upon or reasonably incurred by them in connection with or resulting from any claim, action, suit, or proceeding to which they may be a party or in which they may be involved by reason of any action taken or failure to act under this Plan and against and from any and all amounts paid by them in settlement (with the Company’s written approval) or paid by them in satisfaction of a judgment in any such action, suit, or proceeding. The foregoing provision shall not be applicable to any person if the loss, cost, liability, or expense is due to such person’s gross negligence or willful misconduct.

10.4 No Employment Agreement.

The Plan is not a contract of employment, and participation in the Plan shall not confer on any Employee the right to be retained in the employ of the Company and/or any Subsidiary.

10.5 Claims and Appeals Procedures.

A Participant or Beneficiary may claim any benefit to which he or she is entitled under this Plan by a written notice to the Committee. If a claim is denied, it must be denied within ninety (90) days after receipt of the claim, unless special circumstances require an extension. If an extension is necessary, the extension shall not be longer than an additional ninety (90) days. Any denial shall be in a written notice stating the following:

(a) The specific reason for the denial.

(b) Specific reference to the Plan provision on which the denial is based.

(c) Description of additional information necessary for the claimant to present his or her claim, if any, and an explanation of why such material is necessary.

(d) An explanation of the Plan’s claims review procedures, and the time limits applicable to such procedures, including a statement of the claimant’s right to bring a civil action under Section 502(a) of ERISA following an adverse benefit determination on review.

If the Committee does not deny the claim within the time specified above, the claimant may commence action in state or federal court.

The claimant will have sixty (60) days to request a review of the denial by the Committee, which will provide a full and fair review. The request for review must be in writing delivered to the Committee. The claimant may review pertinent documents, and he or she may submit issues and comments in writing. The decision by the Committee with respect to the review must be given within sixty (60) days after receipt of the request, unless special circumstances require an extension (such as for a hearing). In no event shall the decision be delayed beyond one hundred and twenty (120) days after receipt of the request for review. The decision shall be written in a manner calculated to be understood by the claimant, shall include specific reasons and refer to specific Plan provisions as to its effect, state that the claimant is entitled to receive upon request and free of charge, reasonable access to and copies of, all documents, records and other

information relevant to the claim, and state that the claimant has a right to bring a civil action under Section 502(a) of ERISA.

Anything contained herein to the contrary notwithstanding, any claim filed under the Plan and any action brought in state or federal court by or on behalf of a Participant, a Beneficiary or alternate payee for the alleged wrongful denial of Plan benefits or for the alleged interference with ERISA-protected rights must be brought within one (1) year of the date of the Participant’s, the Beneficiary’s or alternate payee’s cause of action first accrues. Failure to bring any such cause of action within this one (1) year time frame shall preclude a Participant, a Beneficiary or alternate payee, or any representative of the Participant, the Beneficiary or alternate payee, from bringing the claim or cause of action. Correspondence or other communications following the mandatory appeals process described in this Section 10.5 shall have no effect on this one (1) year time frame.

10.6 Disability Claims and Appeals Procedures.

Notwithstanding anything to the contrary in Section 10.5 above, if a determination of Disability must be made in order to decide a claim, the claim shall be considered a Disability claim and shall be subject to the following procedures.

The Committee shall process each Disability claim and make an initial decision as to the validity of the claim within a reasonable period of time, but no later than forty-five (45) days after receipt of the claim. If the Committee determines that an extension to process the Disability claim is necessary due to matters beyond the control of the Committee, the Committee may extend the 45-day response period for up to thirty (30) days by notifying the claimant, prior to the termination of the initial 45-day period, of the circumstances requiring the extension of time and the date by which it expects to render a decision. If the Committee determines that an additional extension to process the Disability claim is necessary due to matters beyond the control of the Committee, the Committee may extend the response period for up to an additional thirty (30) days by notifying the claimant, prior to the termination of the first 30-day extension period, of the circumstances requiring the extension of time and the date by which it expects to render a decision. An extension notice shall specifically explain the standards on which entitlement to a benefit is based, the unresolved issues that prevent a decision on the claim, and the additional information needed to resolve those issues. If the reason for the extension is the claimant’s failure to provide necessary information to decide the claim, the determination period shall be tolled from the date notice of insufficiency is given, until the claimant responds to the notice. The claimant shall have forty-five (45) days within which to provide the specified information.

A claim denial shall be furnished in writing or electronically. The denial shall inform the claimant of the specific reason or reasons for the denial, refer to the specific Plan provisions on which the denial is based, describe any additional material or information necessary to perfect the claim and explain why the material is necessary, describe the Plan’s review procedures and the time limits applicable to such procedures, including a statement of the claimant’s right to bring a civil action under Section 502(a) of ERISA following a denial of an appeal, refer to any specific guidelines that were relied upon in issuing the denial, or state that such guidelines will be provided to the claimant free of charge upon request.

If a claimant receives notice from the Committee that a claim for benefits has been denied in whole or in part, the claimant or the claimant’s duly authorized representative may, within one hundred and eighty (180) days after receipt of notice of such denial:

(a) Make written application to the Committee for a review of the decision. Such application shall be made on a form specified by the Committee and submitted with such documentation as the Committee shall prescribe.

(b) Review, upon request and free of charge, all documents, records and other information in the possession of the Committee or the Committee which are relevant to the Disability claim.

If review of a decision is requested, such review shall be made by the Committee, which shall review all comments, documents, records, and other information submitted by the claimant relating to the Disability claim, without regard to whether such information was submitted or considered in the initial benefit determination. The Committee’s review shall not afford deference to the initial adverse benefit determination. The individual(s) conducting the decision on review shall not be the individual(s) who made the initial adverse decision, nor the subordinates of such individual(s).

In the case of an appeal involving medical judgment, the Committee shall consult with a health care professional who has appropriate training and experience in the field of medicine involved in the medical judgment. The health care professional consulted shall be an individual who is neither an individual who was consulted in connection with the initial denial, nor the subordinate of any such individual.

The decision on review shall be made within forty-five (45) days after the receipt by the Committee of the request for review. If the Committee determines that an extension to process the appeal is necessary due to special circumstances, the Committee may extend the 45-day response period for up to 45 days by notifying the claimant, prior to the termination of the initial 45-day period, of the circumstances requiring the extension of time and the date by which it expects to render a decision. If the reason for the extension is the claimant’s failure to provide necessary information to decide the appeal, the determination period shall be tolled from the date notice of insufficiency is given, until the claimant responds to the notice.

Any denial of an appeal shall be furnished in writing or electronically. The denial shall inform the claimant of the specific reason or reasons for the denial, refer to the specific Plan provisions on which the denial is based, state that the claimant is entitled to receive, upon request and free of charge, reasonable access to, and copies of, all documents, records, and other information relevant to the claim, state the claimant’s right to bring a civil action under Section 502(a) of ERISA, and refer to any specific guidelines that were relied upon in issuing the denial, or state that such guidelines will be provided to the claimant free of charge upon request.

10.7 Limitation of Action and Choice of Venue

Before a claimant may bring a legal action against the Plan, the Company, a Subsidiary, or the Committee, the claimant must first complete all steps of the claims and review procedures contained in Sections 10.5 and 10.6, as applicable. After completing all steps of the claims and review procedures contained in Sections 10.5 and 10.6, as applicable, a claimant has one (1) year from the date he or she is notified of the Committee’s final decision to bring such legal action or the right to bring such legal action is lost. Any legal action against the Plan, the Company, a Subsidiary, or the Committee may only be brought in the United States District Court for the Eastern District of Missouri.

10.8 Successor to Company.

The Company shall require any successor or assignee, whether direct or indirect, by purchase, merger, consolidation or otherwise, to all or substantially all the business or assets of the Company, expressly and unconditionally to assume and agree to perform the Company’s obligations under this Plan, in the same manner and to the same extent that the Company would be required to perform. Accordingly, this Plan and the related Deferred Compensation Agreements shall be binding upon, and the term “Company” shall include any successor or assignee to the business or assets of the Company.

10.9 Severability.

In the event any provision of the Plan shall be held invalid or illegal for any reason, any illegality or invalidity shall not affect the remaining parts of the Plan, but the Plan shall be construed and enforced as if the illegal or invalid provision had never been inserted, and the Company shall have the privilege and opportunity to correct and remedy such questions of illegality or invalidity by amendment as provided in the Plan.

10.10 Transfer Among Affiliates.

In the event the employment of a Participant is transferred from the Company to any corporation or other entity that is an affiliate of the Company and that adopts this Plan, or is transferred from one such affiliate to another, the benefits attributable to compensation deferred with respect to each such entity shall be credited to a separate bookkeeping account. Each such entity shall pay the benefit that is reflected in the Participant accounts established with respect to such entity. The Company hereby guarantees payment of the total benefit, regardless of which entity is primarily liable for payment of any portion of such benefit.

10.11 Entire Plan.

This document and any amendments contain all the terms and provisions of the Plan and shall constitute the entire Plan, any other alleged terms or provisions being of no effect.

10.12 Payee Not Competent.

In the event that the Committee shall find that the Participant is unable to care for his or her affairs because of illness or accident, the Committee may direct that any benefit payment due him or her, unless claim shall have been made therefor by a duly appointed legal representative, be paid to his nor her spouse, a child, a parent or other blood relative, or to a person with whom he or she resides, and any such payment so made shall be a complete discharge of the liabilities of the Plan therefor.

10.13 Tax Withholding.

The Company shall satisfy any federal, state or local tax withholding obligations (including income taxes and the employee portion of employment taxes) resulting from the payment or vesting of amounts credited to the Participant’s cash subaccount through the reduction of the cash subaccount of the Participant in an amount necessary to satisfy such tax obligations. The Company shall satisfy any federal, state or local tax withholding obligations (including income taxes and the employee portion of employment taxes) resulting from the payment or vesting of amounts credited to the Participant’s stock subaccount through the reduction of the stock subaccount by the number of Stock Units necessary to satisfy such tax obligations.

In the event the Stock Units credited to a Participant’s stock subaccount are reduced in satisfaction of tax obligations, the number of shares reduced shall be calculated by reference to the Market Value of the Common Stock on the date that such taxes are determined.

10.14 Governing Law.

To the extent not superseded by the laws of the United States, this Plan shall be construed and governed in accordance with the laws of the state of Missouri. Except where otherwise specifically required by the provisions of ERISA, the Plan, Trustee, Committee, Company or Subsidiary shall be liable to account only in the courts of the State of Missouri.

10.15 Compliance with Code Section 409A.

No provision of this Plan shall be operative to the extent that it will result in the imposition of the additional tax described in Code Section 409A(a)(1)(B)(i)(II) because of failure to satisfy the requirements of Code Section 409A and the regulations and guidance issued thereunder.

IN WITNESS WHEREOF, the Company has caused this 2009 Restatement of the Plan to be executed as of __________________________, 2008.

	ENERGIZER HOLDINGS, INC.
	By:
	Its:

Exhibit 13

ENERGIZER HOLDINGS, INC.
(Dollars in millions, except per share and percentage data)

Management’s Discussion and Analysis of Results of Operations and Financial Condition
(Dollars in millions, except per share and percentage data)

The following discussion is a summary of the key factors management considers necessary in reviewing Energizer Holdings, Inc.'s (the Company) historical basis results of operations, operating segment results, and liquidity and capital resources. The Company reports results in two segments: Household Products, which includes batteries and lighting products and Personal Care, which includes wet shave, skin care, feminine care and infant care products. This discussion should be read in conjunction with the Consolidated Financial Statements and related notes.

Household Products Overview
Energizer is one of the world's largest manufacturers and marketers of batteries and lighting products, competing primarily in the retail battery and the battery-operated lights categories. We define the retail battery category as household batteries (alkaline, carbon zinc, lithium and consumer replaceable rechargeable) and specialty batteries (miniature and photo). We market a complete line of household batteries with two primary brands, Energizer and Eveready , which are well known throughout the world.

Alkaline batteries are the predominant household battery chemistry in developed parts of the world, while carbon zinc batteries continue to play a significant yet declining role in less developed countries throughout the world. Recently, higher power, higher priced lithium and rechargeable batteries have grown in response to more demanding power needs of more advanced devices. The Company is well positioned to meet consumers’ household battery needs with a comprehensive portfolio of battery technology to meet a wide variety of device power requirements. In less developed markets, the Company encourages trade-up from value priced batteries to premium batteries; in more developed markets, where power needs are greater, consumers are increasingly trading-up from premium batteries to performance batteries.

Battery-operated flashlights and lanterns are increasingly migrating from traditional incandescent bulbs to LED technology, a shift that has been led by Energizer. The Company offers a full range of lighting solutions, including the headlight line, which allows users to keep their hands free and focused on their activity. As with batteries, the Company has focused on a trade-up strategy to migrate consumers to higher performance lights with higher retail price points.

Energizer operates 19 manufacturing and packaging facilities in 12 countries on four continents. Its products are marketed and sold in more than 165 countries, primarily through a direct sales force, and also through distributors and wholesalers.

The battery category is highly competitive as brands compete for consumer acceptance and retail shelf space. Unit growth had been positive for many years, but unit volume declined on a year over year basis in 2008 coincident with a slowdown in consumer spending in most developed markets. We believe household battery volume growth has also been dampened by an increasing number of new devices powered by built in rechargeable battery systems. Despite these factors, category value has grown faster than units in recent years as consumers trade up to higher performing batteries, at the expense of lower value batteries. Additionally, pricing actions in response to rising material costs has raised retail prices. Pricing actions are not always available to fully offset material cost increases, especially in highly competitive markets.

Offsetting trade-up and pricing has been a shift by consumers to larger package sizes, which sell at lower per unit prices. The impact of current economic conditions, new device trends and migration to larger package sizes on overall category value is difficult to predict at this time.

ENERGIZER HOLDINGS, INC.
(Dollars in millions, except per share and percentage data)

Energizer is well positioned to meet the needs of customer and consumer demands, leveraging category expertise, retail understanding and its portfolio of products to give Energizer a strong presence across the retail channels. Energizer estimates its share of the total U.S. retail battery category was approximately 39% in 2008 and 2007 and 37% in 2006.

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, strengthening of 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 has an impact on reported operating profits. In the last few months, the U.S. dollar has strengthened considerably versus most foreign currencies. At November 17, 2008 foreign currency exchange rates, we estimate the impact to segment profit due to currency translation to be approximately $100 to $110 unfavorable for Household Products as compared to the 2008 average currency translation rate. Changes in the value of local currencies in relation to the U.S. dollar will continue to impact reported sales and segment profitability in the future, and the Company cannot predict the direction or magnitude of future changes.

Personal Care Overview
The Personal Care segment includes wet shave products sold under the Schick and Wilkinson Sword brand names, skin care products sold under the Banana Boat, Hawaiian Tropic, Wet Ones and Playtex brand names, and Feminine Care and Infant Care products sold under the Playtex and Diaper Genie brand names.

Schick-Wilkinson Sword
Schick-Wilkinson Sword (SWS) is the second largest manufacturer and marketer of men’s and women’s wet shave products in the world. SWS operates four manufacturing facilities worldwide and its products are sold in more than 140 countries. Its primary markets are the U.S., Canada, Japan and the larger countries of Western Europe. SWS estimates its overall share of the wet shave category for these major markets at approximately 20% in 2008 and 2007 and 21% in 2006.

Globally, SWS products hold the number two market position in the wet shave products category, with one competitor accounting for a substantial majority of global wet shave sales. All other competitors constitute a small minority of category sales. Category blade unit consumption has been relatively flat for a number of years. However, product innovations and corresponding increased per unit prices have accounted for category growth. The category is extremely competitive with competitors vying for consumer loyalty and retail shelf space.

A significant portion of SWS’s product cost is closely tied to the U.S. dollar and the euro. As such, SWS results are highly sensitive to fluctuations in other currencies, particularly Japan, where the Company holds a significant market share position. Strengthening of currencies compared to the U.S. dollar, and to a lesser extent to the euro, improves margins while weakening of such currencies reduces margins. This margin impact coupled with the translation of foreign operating results to the U.S. dollar for financial reporting purposes has an impact on reported operating profits. At November 17, 2008 foreign currency exchange rates, we estimate the impact to segment profit due to currency translation to be approximately $25 to $30 unfavorable for Personal Care as compared to the 2008 average currency translation rate. As with the Household Products business, changes in the value of local currencies in relation to the U.S. dollar and, to a lesser extent, the euro will continue to impact reported sales and segment profitability in the future, and the Company cannot predict the direction or magnitude of future changes.

ENERGIZER HOLDINGS, INC.
(Dollars in millions, except per share and percentage data)

Acquisition of Playtex Products, Inc. (Playtex)
On October 1, 2007, the Company paid $1,875.7 for the acquisition of all outstanding Playtex common stock, repayment or defeasance of outstanding Playtex debt, and other transaction costs. Playtex operates six manufacturing and packaging facilities in the U.S. Playtex is a leading North American manufacturer and marketer in the skin, feminine and infant care product categories, with a diversified portfolio of well-recognized branded consumer products.

In Skin Care, Playtex markets and sells sun care products under two well known brand names, Banana Boat and Hawaiian Tropic . Combining Banana Boat and Hawaiian Tropic , Playtex holds the number one dollar market share position in the U.S. sun care category. The sun care category in the U.S. is segmented by product type such as general protection, tanning and babies; as well as by method of application such as lotions and sprays. Playtex competes across this full spectrum of sun care products. In addition, Playtex owns the number one market share position in the U.S. hands and face wet wipes category with its Wet Ones brand and the number one dollar market share position for branded U.S. household gloves with its Playtex household gloves.

In Feminine Care, Playtex sells tampon products under the brand names Playtex Gentle Glide and Playtex Sport, both of which are plastic applicator tampons. In the tampon category, consumer purchases are driven primarily by protection, comfort, quality and value. For more than 20 years, Playtex has been the second largest selling tampon brand in the U.S. and maintains a leadership position in the higher growth plastic applicator segment. The tampon category in the U.S. has become more competitive in recent years including substantial new product innovation and increased levels of promotional activity.

The Infant Care product category includes U.S. dollar market share leading infant feeding products marketed under the Playtex brand name and the U.S. dollar market share leading diaper disposal system marketed under the Playtex Diaper Genie brand name. Infant feeding products include disposable feeding systems, plastic reusable hard bottles, cups and a full line of mealtime products such as plates, utensils and placemats. The Diaper Genie brand consists of the diaper pail unit and refill liners. The refill liner individually seals diapers in an odor-proof plastic film.

As noted previously, Playtex is primarily a North American business. The Company intends to leverage its existing international selling and distribution infrastructure to expand the international presence of certain Playtex brands, with initial efforts centered on sun care products.

Financial Results
For the year ended September 30, 2008, net earnings were $329.3, or $5.59 per diluted share, compared to net earnings of $321.4, or $5.51 per diluted share, in 2007 and net earnings of $260.9, or $4.14 per diluted share in 2006.

Fiscal 2008 results included:

an after-tax expense of $16.5, or $0.28 per diluted share, related to the write-up and subsequent sale of inventory purchased in the Playtex acquisition,
integration and other realignment costs of $13.4, after-tax, or $0.22 per diluted share, and
a net, unfavorable prior year income tax accrual adjustment of $1.1, or $0.02 per diluted share.

ENERGIZER HOLDINGS, INC.
(Dollars in millions, except per share and percentage data)

Fiscal 2007 results included:

favorable adjustments of $21.9, or $0.37 per diluted share, related to a reduction of deferred tax balances and prior years’ tax accruals and previously unrecognized tax benefits from prior years’ foreign losses, and
charges of $12.2, after-tax, or $0.21 per diluted share, for the company’s European restructuring projects.

Fiscal 2006 results included:

charges of $24.9, after-tax, or $0.39 per diluted share, related to European restructuring programs,
a charge of $3.7, after-tax, or $0.06 per diluted share, to record the cumulative amount of foreign pension costs that should have been previously recognized, and
favorable adjustments to prior years’ tax accruals and previously unrecognized tax benefits related to foreign losses of $16.6, or $0.26 per diluted share.

For the fiscal year, the inclusion of Playtex’s results and incremental interest expense associated with the financing of the acquisition reduced diluted earnings per share by $0.24, which includes a charge of $0.28 related to the inventory write-up and $0.19 related to acquisition integration costs. Excluding these one-time costs, Playtex was accretive to Energizer’s earnings in its first year post-acquisition.

Operating Results

Net Sales
Total net sales for fiscal 2008 were $4,331.0, an increase of $965.9, or 29%, due primarily to the acquisition of Playtex, which added $771.7 to net sales for the year. Net sales increased $98.0 in Household Products and $96.2 in SWS. On a constant currency basis, net sales increased $811.0 as compared to 2007, again due to the acquisition of Playtex. Net sales in 2007 increased $288.2, or 9%, in absolute dollars and $212.7, or 7%, on a constant currency basis compared to 2006.

Gross Profit
Gross profit dollars were $2,037.7 in 2008, an increase of $433.0, or 27% due primarily to the addition of Playtex, which added $375.2 to gross profit. The 2008 increase includes favorable currency of $121.6. In 2007, gross profit dollars increased $123.9 with increases in both businesses.

Gross margin percentage was 47.0% of sales in 2008, 47.7% in 2007 and 48.1% in 2006. The margin percentage decline in 2008 is due primarily to higher year over year product costs. The margin percentage decline in 2007 is due primarily to lower margin in our Household Products segment, also driven by higher material costs. See Segment Results for further discussion.

Selling, General and Administrative
Selling, general and administrative expenses (SG&A) were $794.0 for 2008, an increase of $166.1 due primarily to the acquisition of Playtex. As a percent of net sales, SG&A was 18.3%, down 0.4 percentage points from the 2007 total. SG&A increased $26.0 in 2007 due to currency impacts of $15.0 and higher spending in Household Products, partially offset by lower restructuring charges as compared to 2006. As a percent of net sales, SG&A was 18.7% for 2007 as compared to 19.6% in 2006.

ENERGIZER HOLDINGS, INC.
(Dollars in millions, except per share and percentage data)

Advertising and Promotion
Advertising and promotion (A&P) increased $91.6 in 2008 due to the acquisition of Playtex, which added $112.3 to A&P for 2008. A&P increased $26.3 in 2007 with increased spending in the Household Products segment and currency impacts of $9.6.

A&P expense was 11.2%, 11.7% and 12.0% of sales for 2008, 2007 and 2006, respectively. In addition to the impact that accompanies a major acquisition, A&P expense may vary from year to year with new product launches, strategic brand support initiatives and the overall competitive environment.

Research and Development
Research and development (R&D) expense was $91.7 in 2008, $70.7 in 2007 and $74.2 in 2006. The expense in 2008 includes $19.9 for Playtex, which represents the majority of the increase. As a percent of sales, R&D expense was 2.1% in 2008 and 2007 and 2.4% in 2006.

Segment Results
In the first quarter of fiscal 2008, the Company revised its operating segment presentation. Operations for the Company are managed via two segments - Household Products (battery and lighting products) and Personal Care (wet shave, skin, feminine 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. This structure is the basis for the Company’s reportable operating segment information presented in Note 18 to the Consolidated Financial Statements.

The reduction in gross profit associated with the write-up and subsequent sale of the inventory acquired in the Playtex acquisition and the acquisition integration costs for the Playtex acquisition are not reflected in the Personal Care segment, but rather presented below segment profit, as they are non-recurring items directly associated with the Playtex acquisition. 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 Household Products and Personal Care, 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. Such allocations do not represent the costs of such services if performed on a stand-alone basis. The Company applies a fully allocated cost basis, in which shared business functions are allocated between the businesses.

HOUSEHOLD PRODUCTS

	2008	2007	2006
Net sales	$2,474.3	$2,376.3	$2,147.1
Segment profit	$489.1	$472.3	$442.3

For the year, sales increased $98.0, inclusive of $88.1 favorable currency translation. Absent currencies, sales increased $9.9, as favorable pricing and product mix were partially offset by lower sales volume. Soft overall category demand in most of the developed world was nearly offset by sales to meet hurricane demand and early holiday season buy-in within the U.S. and

ENERGIZER HOLDINGS, INC.
(Dollars in millions, except per share and percentage data)

volume growth in Central and Eastern Europe and Latin America. Overall pricing and price mix was favorable $15.8 as list price increases taken to offset rising material costs were partially offset by sales shifting to larger pack sizes, which sell at lower per unit prices.

Gross margin increased $40.2 for the year, but declined $34.7 absent the favorable impact of currencies. The benefit of higher pricing was more than offset by unfavorable product cost of $63.2, due primarily to higher commodity material costs and unfavorable production volumes.

Segment profit increased $16.8 but declined $34.8 due to the lower gross margin noted above after excluding favorable currency impacts. Excluding currency impacts, higher SG&A expenses were nearly offset by lower A&P spending.

For the year ended September 30, 2007, sales increased $229.2, or 11%, due primarily to favorable pricing and product mix of $68.5 and higher sales volume of $111.5. In addition, currency was favorable by $49.2 as compared to the prior year. Fiscal 2007 benefited from price increases implemented in both 2006 and 2007 in response to significant increases in material costs. Energizer MAX unit sales were flat in North America, which reflected soft volume in the overall premium alkaline battery segment of the category, partially due to virtually no hurricane-related consumption. Volume growth reflected increased unit shipments in lithium and rechargeable batteries primarily in the more developed markets.

Gross profit dollars increased $82.8 in 2007 as higher sales and favorable currency were partially offset by higher product costs, due primarily to the increased cost of zinc. Currency contributed $41.6 of favorability to gross profit as compared to the prior year. Product cost in 2007 was unfavorable $83.3 compared to 2006, as material cost increases exceeded the favorable impact of other cost reductions.

Segment profit increased $30.0, or 7% in 2007, but was essentially flat on a constant currency basis as higher gross profit was partially offset by higher advertising, promotion and selling expenses.

Looking forward, the battery category continues to be soft in the U.S. and other developed markets. In addition, we estimate residual U.S. retail inventory from hurricane-related shipments combined with the level of early holiday shipments will dampen the Company’s sales by an additional $30 in fiscal 2009 beyond any negative underlying retail consumption or competitive activity. By comparison, sales in last year’s December quarter were unusually high relative to retail consumption, which resulted in a significant retail inventory reduction in the March 2008 quarter.

Commodities, raw materials and other inflationary input costs are estimated to be unfavorable $35 to $40 in 2009 compared to 2008 average costs based on current market conditions. Pricing actions already initiated together with manufacturing cost reduction programs should offset these increases.

Finally, as mentioned previously, the U.S. dollar has recently strengthened against most other currencies, which will negatively impact reported sales and profits in Household Products. At November 17, 2008 foreign currency exchange rates, we estimate the impact on segment profit due to currency translation to be approximately $100 to $110 unfavorable for Household Products as compared to the 2008 average currency translation rate.

ENERGIZER HOLDINGS, INC.
(Dollars in millions, except per share and percentage data)

PERSONAL CARE

	2008	2007 pro forma
Net sales	$1,856.7	$1,694.1
Segment profit	$322.5	$271.2

As noted in Energizer’s quarterly filings during 2008, Energizer’s acquisition of Playtex was completed on October 1, 2007; therefore, Playtex is not included in the attached historical financial statements prior to the current fiscal year. To provide a clearer understanding of the impact of the acquisition on results, the comparison of the 2008 results for the Personal Care segment are versus unaudited pro forma results for the year ended September 30, 2007 as shown in Note 3 of the Consolidated Financial Statements. Hawaiian Tropic results are included in the pro forma results in Note 3 beginning on April 18, 2007, the date at which Playtex acquired the business. The comparative for fiscal 2007 versus fiscal 2006 remains a historical comparison of the SWS wet shave business, which constituted the Personal Care business prior to the addition of Playtex in 2008.

Net sales for the fiscal year were $1,856.7, an increase of $162.6, with Hawaiian Tropic and favorable currency accounting for $54.6 and $66.8, respectively, of the increase. As noted above, Hawaiian Tropic is not included for the full year in the 2007 pro forma comparison. On a constant currency basis, net sales increased 6% due primarily to Wet Shave and the acquisition of Hawaiian Tropic. Wet Shave sales increased 3% as higher volumes in disposable razors and the Quattro family of products more than offset declines in older technology products and unfavorable pricing and product mix due to higher promotional spending in all categories. Skin Care net sales increased 22% due to the inclusion of Hawaiian Tropic . Excluding the impact of Hawaiian Tropic , Skin Care net sales increased 5% driven by growth in Banana Boat . Feminine Care net sales decreased 1% due to the discontinuation of the Beyond cardboard applicator tampon in 2007 partially offset by growth in plastic applicator tampons. Sales of plastic applicator tampons increased 3% for the year. Infant Care net sales were essentially flat as higher sales of Diaper Genie and the disposable Drop-In product were offset by a decline in sales of reusable infant bottles as the company transitioned to BPA-free products.

Segment profit increased $51.3 for the fiscal year due, in part, to $22.0 in favorable currency. The prior year includes the impact of the write off of Beyond fixed assets of $10.4. Excluding this write off and the impact of currencies, segment profit increased $18.9 as gross margin on higher sales and lower A&P were offset by higher overheads and product costs. The Company estimates that segment profit was favorably impacted by approximately $17 of synergies related to the Playtex acquisition.

Wet Shave sales in 2007 increased $59.0, including $26.3 of favorable currency impacts. Initial launch sales of new products in the prior year were approximately $26 compared to approximately $52 in the same period in 2006. Absent currency and initial product launches, sales increased 6%, as Quattro branded system products contributed $40 of sales growth, disposables contributed $32 and Intuition contributed $14 partially offset by lower sales of older technology products.

Segment profit for Wet Shave increased $27.8 in 2007, on $16.4 of contribution from higher sales, favorable currency of $3.8, and lower SG&A and R&D expenses. Lower SG&A reflects the cost savings from the European restructuring. R&D expense declined $3.7 due to the inclusion of a large, discrete R&D project expense in 2006.

ENERGIZER HOLDINGS, INC.
(Dollars in millions, except per share and percentage data)

Looking forward, similar to Household Products, commodities, raw materials and other inflationary input costs for Personal Care are estimated to be unfavorable $35 to $40 in 2009 compared to 2008 average costs based on current market conditions. Pricing actions already initiated together with manufacturing cost reduction programs and incremental synergies of approximately $32 from the Playtex acquisition should more than offset these increases.

Finally, as noted previously, the U.S. dollar has recently strengthened against most other currencies, which will negatively impact reported sales and profits in Personal Care. At November 17, 2008 foreign currency exchange rates, we estimate the impact on segment profit due to currency translation to be approximately $25 to $30 unfavorable for Personal Care as compared to the 2008 average currency translation rate.

GENERAL CORPORATE AND OTHER EXPENSES

	2008	2007	2006
General Corporate Expenses	$83.8	$93.3	$87.0
Integration	17.9	-	-
General Corporate Expenses with Integration	101.7	93.3	87.0
Restructuring and Related Charges	3.2	18.2	37.4
Foreign Pension Charge	-	-	4.5
General Corporate and Other Expenses	$104.9	$111.5	$128.9
% of total net sales	2.4%	3.3%	4.2%

General Corporate and Other Expenses
For the year, general corporate expenses, including integration costs increased $8.4, as $17.9 of Playtex integration costs were partially offset by lower compensation expenses. The Company estimates that approximately $14 of favorable synergies were achieved at, or shortly after, the acquisition date via a reduction of Playtex corporate expenses including executive and stock-related compensation and public company costs. However, the savings had no impact on the year over year comparative as the costs were not included in the Company’s current year or historical results. The Playtex integration efforts will continue into 2009, but integration costs are expected to be much lower than in 2008. Fiscal 2008, 2007 and 2006 included $3.2, $18.2 and $37.4, respectively, of restructuring and realignment costs associated with a project to improve the effectiveness and reduce costs of the Company’s European packaging, warehousing and distribution activities.

General corporate expenses increased in 2007 compared to 2006 due to higher stock-based compensation, partially offset by lower project related costs.

See Note 6 to the Consolidated Financial Statements for further information on restructuring activities.

Interest and Other Financing Items
Interest expense for the fiscal year increased $90.1 on higher average borrowings resulting from the Playtex acquisition. Other financing items, which includes interest income and foreign exchange gains and losses from the Company’s worldwide affiliates, were unfavorable $25.2 for the fiscal year due primarily to exchange losses in the current period compared to exchange gains last year and lower interest income of $8.4. These exchange losses were offset by currency gains in segment profit.

Interest expense increased $13.3 in 2007 as compared to 2006 due to higher average borrowings resulting from share repurchases and higher interest rates. Other financing expense was favorable $15.8 in 2007 compared to 2006, due to higher interest income of $11.0 and currency exchange gains in 2007 compared to currency exchange losses in 2006.

ENERGIZER HOLDINGS, INC.
(Dollars in millions, except per share and percentage data)

Income Taxes
Income taxes, which include federal, state and foreign taxes, were 30.4%, 26.0% and 26.8% of earnings before income taxes in 2008, 2007 and 2006, respectively. Income taxes include the following items which impact the overall tax rate:

Adjustments were recorded in each of the three years to revise previously recorded tax accruals to reflect refinement of estimates of tax attributes to amounts in filed returns, settlement of tax audits and certain other tax adjustments in a number of jurisdictions. Such adjustments increased the income tax provision by $1.1 in 2008 and decreased the income tax provision by $7.9 and $10.9 in 2007 and 2006, respectively.
A tax benefit of $11.0 was recorded in 2008 associated with the write-up and subsequent sale of inventory acquired in the Playtex acquisition.
In 2007 and 2006, $4.3 and $5.7, respectively, of tax benefits related to prior years’ losses were recorded. These benefits related to foreign countries where our subsidiary subsequently began to generate earnings and could reasonably expect future profitability sufficient to utilize tax loss carry-forwards prior to expiration. Improved profitability in Mexico in 2007 and 2006 account for the bulk of the benefits recognized.
Legislation enacted in Germany in August 2007 reduced the tax rate applicable to the Company’s subsidiaries in Germany for fiscal 2008 and beyond. Thus, an adjustment of $9.7 was made to reduce deferred tax liabilities in fiscal 2007.

Excluding the items discussed above, the income tax percentage was 30.9% in 2008, 31.0% in 2007 and 31.5% in 2006.

The Company's effective tax rate is highly sensitive to country mix, from which earnings or losses are derived. Declines in earnings in lower tax rate countries, earnings increases in higher tax rate countries, increases in repatriation of foreign earnings or operating losses in the future could increase future tax rates. Additionally, adjustments to prior year tax accrual estimates could increase or decrease future tax provisions.

Liquidity and Capital Resources

Operating Activities
Cash flow from operations is the primary funding source for operating needs and capital investments. Cash flow from operations was $466.5 in 2008, an increase of $21.2 from 2007. Cash flow from operations was $445.3 in 2007, an increase of $72.3 from 2006. Each of these year over year changes was due to improved operating cash flow before changes in working capital.

Working capital, which is defined as current assets less current liabilities was $665.1 and $888.5 at September 30, 2008 and 2007, respectively. The year over year working capital change reflects the use of $261.0 of cash to complete the Playtex acquisition. As adjusted to reflect the Playtex acquisition, accounts receivable increased $39.4 at September 30, 2008 due to higher sales in the fourth quarter of 2008. Inventories decreased $29.5 as the inventory step-up related to the Playtex acquisition flowed through earnings as the inventory was sold. Current liabilities decreased $22.8 due primarily to payments related to exit and contract termination costs for Playtex as part of the integration plan.

ENERGIZER HOLDINGS, INC.
(Dollars in millions, except per share and percentage data)

Investing Activities
Net cash used by investing activities was $1,994.5, $82.3 and $115.6 in 2008, 2007 and 2006, respectively. Capital expenditures were $160.0, $88.6 and $94.9 in 2008, 2007 and 2006, respectively. These expenditures were funded by cash flow from operations. Capital expenditures increased in 2008 due to production related spending and Playtex related spending. See Note 18 of the Consolidated Financial Statements for capital expenditures by segment. On October 1, 2007, the Company paid $1,875.7 for the acquisition of all outstanding Playtex common stock, repayment or defeasance of outstanding Playtex debt, and other transaction costs. See “Financing Activities” below for discussion of the financing of the transaction. At September 30, 2007, the Company held a net-cash settled prepaid share option with a major multinational financial institution to mitigate the impact of changes in the Company’s deferred compensation liabilities. In December 2007, the prepaid feature was removed from the transaction and the Company received cash of $60.5, which was used to repay existing debt. Of the $60.5 received, $46.0 was a return of investment and was classified within investing activities on the Statement of Cash Flows. The remaining $14.5 was a return on investment and was classified as a cash inflow from operating activities on the Statement of Cash Flows.

Capital expenditures of approximately $150 are anticipated in 2009 with increases in production related capital for existing businesses and planned spending for Playtex. Such capital expenditures are expected to be financed with funds generated from operations.

Financing Activities
The Company’s total borrowings were $2,959.9 at September 30, 2008. The Company maintained total committed debt facilities of $3,449.9, of which $479.0 was available as of September 30, 2008.

In October 2007, the Company borrowed approximately $1,500 under a bridge loan facility which, together with cash on hand was used to acquire Playtex. The Company subsequently refinanced the bridge loan with $890 of long-term debt financing, with maturities ranging from three to ten years and fixed rates ranging from 5.71% to 6.55% and $600 of long-term bank financing priced at LIBOR plus 100 basis points.

Under the terms of the Company’s debt facilities, the ratio of the Company’s indebtedness to its Earnings Before Interest, Taxes, Depreciation and Amortization (EBITDA) cannot be greater than 4.00 to 1, and may not remain above 3.50 to 1 for more than four consecutive quarters. 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 exceeded 3.50 to 1. In addition, the ratio of its current year Earnings Before Interest and Taxes (EBIT) to total interest expense must exceed 3.00 to 1. The Company’s ratio of indebtedness to its pro forma EBITDA, as defined in the agreements, was 3.25 to 1, and the ratio of its pro forma EBIT, as defined in the agreements, to total interest expense was 3.91 to 1 as of September 30, 2008. As a result of the ratio of indebtedness to pro forma EBITDA during fiscal 2008, which was above 3.50 to 1 for the period from January 1, 2008 through September 30, 2008, at which time the ratio reduced to 3.25 to 1, the Company had higher pre-tax interest expense on fixed borrowings of approximately $13.0 for the current year. Failure to comply with the above ratios or other covenants could result in acceleration of maturity, which could trigger cross defaults on other borrowings. The Company believes that covenant violations, which may result in acceleration of maturity, are unlikely. The Company’s fixed rate debt is callable by the Company, subject to a “make whole” premium, which would be required to the extent the underlying benchmark U.S. treasury yield has declined since issuance.

The Company routinely sells a pool of U.S. accounts receivable through a financing arrangement between Energizer Receivables Funding Corporation (the SPE), which is a bankruptcy-remote special purpose entity subsidiary of the Company, and outside parties (the Conduits). Under the current structure, funds received from the Conduit are treated as borrowings rather than proceeds of accounts receivables sold for accounting purposes. Borrowings under this program receive favorable treatment in the Company’s debt compliance covenants. The program renews annually in May. Further deterioration in credit markets could result in an inability to renew the program or renewal on less favorable terms, which may negatively impact compliance reported Debt-to-EBITDA and may require the Company to draw on other available committed debt facilities.

ENERGIZER HOLDINGS, INC.
(Dollars in millions, except per share and percentage data)

The counterparties to long-term committed borrowings consist of a number of major multinational and 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 minimize refinancing risk in any single year and to optimize the use of free cash flow for repayment. See the contractual obligations table provided below.

The Company purchased shares of its common stock as follows (shares in millions):

			Total Average
Fiscal Year	Shares	Cost	Price
2008	0.0	$0.0	$0.00
2007	0.8	$53.0	$67.67
2006	11.3	$600.7	$53.02

The Company has 8 million shares remaining on the current authorization from its Board of Directors to repurchase its common stock in the future. 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.

A summary of the Company’s significant contractual obligations at September 30, 2008 is shown below:

			Less than						More than
	Total		1 year		1-3 years		3-5 years		5 years
Long-term debt, including current maturities	$	2,695.5	$	106.0	$	567.0	$	932.5	$	1,090.0
Interest on long-term debt		805.4		151.1		264.2		194.1		196.0
Operating leases		62.0		18.5		25.4		10.9		7.2
Purchase obligations and other (1)		65.0		59.8		5.2		-		-
Total	$	3,627.9	$	335.4	$	861.8	$	1,137.5	$	1,293.2

The Company has estimated approximately $1.5 of cash settlements associated with unrecognized tax benefits within the next year, which are included in the table above. As of September 30, 2008, the Company’s Consolidated Balance Sheet reflects a liability for unrecognized tax benefits of $47.0, excluding $6.5 of 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

ENERGIZER HOLDINGS, INC.
(Dollars in millions, except per share and percentage data)

provisions for early termination. As of September 30, 2008, 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 cash flows from operating activities and periodic borrowings 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 Sensitive Instruments and Positions
The market risk inherent in the Company’s financial instruments and positions represents the potential loss arising from adverse changes in currency rates, commodity prices, interest rates and stock price. The following risk management discussion and the estimated amounts generated from the sensitivity analyses are forward-looking statements of market risk assuming certain adverse market conditions occur. Company policy allows derivatives to be used only for identifiable exposures and, therefore, the Company does not enter into hedges for trading purposes where the sole objective is to generate profits.

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. In the last few months, the U.S. dollar has strengthened considerably versus most foreign currencies. At November 17, 2008 foreign currency exchange rates, we estimate the impact on segment profit due to currency translation to be approximately $125 to $140 unfavorable for the Company as compared to the 2008 average currency translation rate. Changes in the value of local currencies in relation to the U.S. dollar will continue to impact segment profitability in the future, and the Company cannot predict the direction or magnitude of future changes.

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 primary currencies to which the Company’s foreign affiliates are exposed include the U.S. dollar, the euro, the yen, the British pound, the Canadian dollar and the Australian dollar.

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. The Company has not designated any of these types of financial instruments as hedges for accounting purposes in the three years ended September 30, 2008.

ENERGIZER HOLDINGS, INC.
(Dollars in millions, except per share and percentage data)

The Company’s foreign currency derivative contracts outstanding at year-end 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. The contractual amounts of the Company's forward exchange contracts and purchased currency options in U.S. dollar equivalents were $71.1 and $67.1 at September 30, 2008 and 2007, respectively.

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. Recently, government approval for currency conversion to satisfy U.S. dollar liabilities to foreign suppliers has been delayed, resulting in higher cash balances and higher past due U.S. dollar payables within our Venezuelan subsidiary. If the Company was forced to settle its Venezuelan subsidiary’s U.S. dollar liabilities using unofficial, parallel currency exchange mechanisms as of September 30, 2008, it would result in a currency exchange loss of approximately $13.

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. At September 30, 2008, the fair market value of the Company's outstanding hedging instruments was an unrealized pre-tax loss of $9.8. Contract maturities for these hedges extend into fiscal year 2010.

Interest Rate Exposure
At September 30, 2008 and 2007, the fair market value of the Company's fixed rate debt is estimated at $2,078.5 and $1,423.1, respectively, using yields obtained from independent pricing sources for similar types of borrowing arrangements. The year over year increase in fixed rate debt is due primarily to borrowings related to the Playtex acquisition. The fair value of debt is lower than the carrying value of the Company's debt at September 30, 2008 and 2007 by $151.5 and $51.9, respectively. A 10% decrease in interest rates on fixed-rate debt would have increased the fair market value by $90.0 and $40.4 at September 30, 2008 and 2007, respectively. See Note 11 to the Consolidated Financial Statements for additional information regarding the Company’s debt.

The Company has interest rate risk with respect to interest expense on variable rate debt. At September 30, 2008 and 2007, the Company had $729.9 and $150.0 variable rate debt outstanding, respectively. The book value of the Company’s variable rate debt approximates fair value. A hypothetical 10% increase in variable interest rates would have had an annual unfavorable impact of $3.5 and $0.9 in 2008 and 2007, respectively, on the Company’s earnings before taxes and cash flows, based upon these year-end debt levels. The increase in the potential impact of a 10% increase in variable interest rates for 2008 as compared to 2007 is the result of the increased debt level due to the purchase of Playtex.

Stock Price Exposure
At September 30, 2007, the Company held a net-cash settled prepaid share option with a major multinational financial institution to mitigate the impact of changes in the Company’s deferred compensation liabilities. In December 2007, the prepaid feature was removed from the transaction and the Company received cash of $60.5, which was used to repay existing debt. Of the $60.5 received, $46.0 was a return of investment and was classified within investing activities on the Statement of Cash Flows. The remaining $14.5 was a return on investment and was classified as a cash inflow from operating activities on the Statement of Cash Flows. As a result of this change in the share option, the Company will incur yearly fees at LIBOR plus 230 basis

ENERGIZER HOLDINGS, INC.
(Dollars in millions, except per share and percentage data)

points until the contract is settled. The fair market value of the share option was $2.4, as included in other current liabilities, and $59.3, as included in other current assets, at September 30, 2008 and 2007, respectively. The change in fair value of the total share option for the twelve months ended September 30, 2008 and 2007 resulted in expense of $16.2 and income of $23.2, respectively, and was recorded in SG&A.

Seasonal Factors
The Company's Household Products segment results are significantly impacted in the first quarter of the fiscal year by the additional sales volume associated with the December holiday season, particularly in North America. First quarter sales accounted for 32%, 30% and 31% of total Household Products net sales in 2008, 2007 and 2006, respectively. In addition, natural disasters, such as hurricanes, can create conditions that drive exceptional needs for portable power and spike battery and lighting products sales.

Customer orders for the Company’s Sun Care products are highly seasonal, which has historically resulted in higher Sun Care sales in the second and third quarters of the fiscal year and lower sales in the first and fourth quarters of the fiscal year. As a result, sales, operating income, working capital and cash flows for the Personal Care segment can vary significantly between quarters of the same and different years due to the seasonality of orders for Sun Care products.

Other factors may also have an impact on the timing and amounts of sales, operating income, working capital and cash flows. They include: the timing of new product launches by competitors or by the Company, the timing of advertising, promotional, merchandising or other marketing activities by competitors or by the Company, and the timing of retailer merchandising decisions and actions.

Environmental Matters
The operations of the Company, like those of other companies are subject to various federal, state, foreign and local laws and regulations intended to protect the public health and the environment. These regulations relate primarily to worker safety, air and water quality, underground fuel storage tanks and waste handling and disposal. The Company has received notices from the U.S. Environmental Protection Agency, state agencies and/or private parties seeking contribution, that it has been identified as a “potentially responsible party” (PRP) under the Comprehensive Environmental Response, Compensation and Liability Act, and may be required to share in the cost of cleanup with respect to seven federal “Superfund” sites. It may also be required to share in the cost of cleanup with respect to two state-designated sites or other sites outside of the U.S.

Accrued environmental costs at September 30, 2008 were $11.8, of which $1.7 is expected to be spent in fiscal 2009. This accrual is not measured on a discounted basis. It is difficult to quantify with certainty the cost of environmental matters, particularly remediation and future capital expenditures for environmental control equipment. Nevertheless, based on information currently available, the Company believes the possibility of material environmental costs in excess of the accrued amount is remote.

Inflation
Management recognizes that inflationary pressures may have an adverse effect on the Company, through higher material, labor and transportation costs, asset replacement costs and related depreciation, and other costs. In general, the Company has been able to offset or minimize inflation effects through other cost reductions and productivity improvements through mid-2005, thus inflation was not a significant factor to that point. In recent years, the cost of zinc,

ENERGIZER HOLDINGS, INC.
(Dollars in millions, except per share and percentage data)

nickel, steel, oil and other commodities used in the Company’s production and distribution have increased to levels well above those of prior years. Looking forward, we expect commodities, raw materials and other inflationary input costs for Household Products and Personal Care to be unfavorable in 2009 as compared to average costs paid in 2008 by an amount ranging from $65 to $75 based on current market conditions. Implemented price increases, other product cost savings and incremental synergies from the Playtex acquisition are expected to offset this estimated increase.

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

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

Revenue Recognition The Company's revenue is from the sale of its products. Revenue is recognized when title, ownership and risk of loss pass to the customer. When discounts are offered to customers for early payment, an estimate of such discounts is recorded as a reduction of net sales in the same period as the sale. Standard sales terms are final and, except for seasonal sun care returns which is discussed in detail in the next paragraph, returns or exchanges are not permitted unless a special exception is made; reserves are established and recorded in cases where the right of return does exist for a particular sale.

Under certain circumstances, we allow customers to return Sun Care products that have not been sold by the end of the sun care season, which is normal practice in the sun care industry. We record sales at the time the title, ownership and risk of loss pass to the customer. The terms of these sales vary but, in all instances, the following conditions are met: the sales arrangement is evidenced by purchase orders submitted by customers; the selling price is fixed or determinable; title to the product has transferred; there is an obligation to pay at a specified date without any additional conditions or actions required by the Company; and collectability is reasonably assured. Simultaneous with the sale, we reduce sales and cost of sales, and reserve amounts on our consolidated balance sheet for anticipated returns based upon an estimated return level, in accordance with GAAP. Customers are required to pay for the Sun Care product purchased during the season under the required terms. Due to the seasonal nature of sun care, we offer a limited extension of terms to certain qualified customers. This limited extension requires substantial cash payments prior to or during the sun care season. We generally receive returns of U.S. Sun Care products from September through January following the summer sun care season. We estimate the level of sun care returns using a variety of inputs including historical experience, consumption trends during the sun care season and inventory positions at key retailers as the sun care season progresses. We monitor shipment activity and inventory levels at key retailers during the season in an effort to gauge potential returns issues. This allows the Company to manage shipment activity to our customers, especially in the latter stages of the

ENERGIZER HOLDINGS, INC.
(Dollars in millions, except per share and percentage data)

sun care season, to reduce the potential for returned product. The level of returns may fluctuate from our estimates due to several factors including weather conditions, customer inventory levels, and competitive conditions. Based on our 2008 Sun Care shipments, each percentage point change in our returns rate would have impacted our reported net sales by $2.8 and our reported operating income by $2.3.

The Company offers a variety of programs, primarily to its retail customers, designed to promote sales of its products. Such programs require periodic payments and allowances based on estimated results of specific programs and are recorded as a reduction to net sales. The Company accrues, at the time of sale, the estimated total payments and allowances associated with each transaction. Additionally, the Company offers programs directly to consumers to promote the sale of its products. Promotions which reduce the ultimate consumer sale prices are recorded as a reduction of net sales at the time the promotional offer is made, generally using estimated redemption and participation levels. Taxes we collect on behalf of governmental authorities, which are generally included in the price to the customer, are also recorded as a reduction of net sales.

The Company continually assesses the adequacy of accruals for customer and consumer promotional program costs not yet paid. To the extent total program payments differ from estimates, adjustments may be necessary. Historically, these adjustments have not been material to annual results.

Pension Plans and Other Postretirement Benefits The determination of the Company’s obligation and expense for pension and other postretirement benefits is dependent on certain assumptions developed by the Company and used by actuaries in calculating such amounts. Assumptions include, among others, the discount rate, future salary increases and the expected long-term rate of return on plan assets. Actual results that differ from assumptions made are recognized on the balance sheet and subsequently amortized to earnings over future periods. Significant differences in actual experience or significant changes in assumptions may materially affect pension and other postretirement obligations. In determining the discount rate, the Company uses the yield on high-quality bonds that coincide with the cash flows of its plans’ estimated payouts. For the U.S. plans, which represent the Company’s most significant obligations, the CitiGroup yield curve is used in determining the discount rates.

Of the assumptions listed above, changes in the expected assets return have the most significant impact on the Company’s annual earnings prospectively. A one percentage point decrease or increase in expected assets return would decrease or increase the Company’s pre-tax pension expense by approximately $7. In addition, it may increase and accelerate the rate of required pension contributions in the future.

As of the measurement date, uncertainty in economic markets and the credit crisis produced an increase in yields in corporate bonds rated as high-quality. Discount rates based on high-quality corporate bonds increased as well, leading to decreases in obligations reported at year end. A one percentage point decrease in the discount rate would increase obligations by $65 at September 30, 2008.

As allowed under GAAP, the Company’s U.S. qualified pension plan uses Market Related Value, which recognizes market appreciation or depreciation in the portfolio over five years so it reduces the short-term impact of market fluctuations.
Valuation of Long-Lived Assets The Company periodically evaluates its long-lived assets, including goodwill and intangible assets, for potential impairment indicators. As a result of

ENERGIZER HOLDINGS, INC.
(Dollars in millions, except per share and percentage data)

the Playtex acquisition, total intangible assets, including goodwill, increased to $2,869.6 at September 30, 2008. Judgments regarding the existence of impairment indicators, including lower than expected cash flows from acquired businesses, are based on legal factors, market conditions and operational performance. Future events could cause the Company to conclude that impairment indicators exist. The Company estimates fair value using valuation techniques such as EBITDA multiples and discounted cash flows. This requires management to make assumptions regarding future income, working capital and discount rates, which would affect the impairment calculation.

Income Taxes The Company estimates income taxes and the income tax rate in each jurisdiction that it operates. This involves estimating taxable earnings, specific taxable and deductible items, the likelihood of generating sufficient future taxable income to utilize deferred tax assets and possible exposures related to future tax audits. Deferred tax assets are evaluated on a subsidiary by subsidiary basis for realizability. Valuation allowances are established when the realization is not deemed to be more likely than not. Future performance is monitored, and when objectively measurable operating trends change, adjustments are made to the valuation allowances accordingly. To the extent the estimates described above change, adjustments to income taxes are made in the period in which the estimate is changed.

The Company operates in multiple jurisdictions with complex tax and regulatory environments, which are subject to differing interpretations by the taxpayer and the taxing authorities. At times, we may take positions that management believes are supportable, but are potentially subject to successful challenges by the appropriate taxing authority. The Company evaluates its tax positions and establishes liabilities in accordance with Financial Accounting Standards Board Interpretation No. 48, “Accounting for Uncertainty in Income Taxes.” The Company reviews these tax uncertainties in light of the changing facts and circumstances, such as progress of tax audits, and adjusts them accordingly.
Acquisitions The Company uses the purchase method, which requires the allocation of the cost of an acquired business to the assets acquired and liabilities assumed based on their estimated fair values at the date of acquisition. The excess value of the cost of an acquired business over the fair value of the assets acquired and liabilities assumed is recognized as goodwill. The valuation of the acquired assets and liabilities will impact the determination of future operating results. The Company uses a variety of information sources to determine the value of acquired assets and liabilities including: third-party appraisers for the values and lives of property, identifiable intangibles and inventories; actuaries for defined benefit retirement plans and legal counsel or other experts to assess the obligations associated with legal, environmental or other claims.

Accounting Standards
See discussion in Note 2 to the Consolidated Financial Statements related to recently issued accounting standards.

Forward-Looking Information
Statements in the Management’s Discussion and Analysis of Results of Operations and Financial Condition and other sections of this Annual Report to Shareholders that are not historical, particularly statements regarding estimated synergies related to the Playtex acquisition; the international expansion of the Playtex product line; the anticipated continuing success of the Company’s trade-up strategy for batteries and lighting products; battery category softness on a global basis; the existence and impact of excess battery inventory going into the first quarter; the anticipated impact of inflationary commodity and other material input costs, as well as our ability to increase prices, cost reduction programs and incremental synergies to offset

ENERGIZER HOLDINGS, INC.
(Dollars in millions, except per share and percentage data)

such increases; the estimated impact of foreign currency devaluation on the Company’s profitability in 2009 and the likelihood of attaining targeted or flat earnings per share (EPS) growth for the year; the Company’s estimates of its share of total U.S. retail battery market and share of the wet shave category in major markets; estimated capital expenditures for fiscal year 2009 and their source of financing; the likelihood of acceleration of the Company’s debt maturities, the impact of further deterioration in credit markets on the Company’s ability to renew its accounts receivable financing program, the anticipated adequacy of cash flows and the Company’s ability to meet liquidity requirements; the impact of adverse changes in interest rates, currency exchange losses in Venezuela and the market risk of foreign currency derivatives; the mitigating impact of changes in value of the share option on deferred compensation liabilities; the materiality of future expenditures for environmental matters and environmental control equipment; potential adjustments to accruals for promotional program costs; the impact of variations from assumptions on pension asset returns and discount rates on the Company’s pre-tax pension expense and benefit obligations; and the valuation of long-lived assets, may be considered forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. The Company cautions readers not to place undue reliance on any forward-looking statements, which speak only as of the date made.

The Company advises readers that various risks and uncertainties could affect its financial performance and could cause the Company’s actual results for future periods to differ materially from those anticipated or projected. Continuing negative economic conditions associated with the global credit crisis, global stock market declines, and economic deterioration, as well as competitive activity, could significantly and negatively impact future growth and performance of the Company’s businesses, including the Company’s trade-up strategy for batteries and lighting products and the international expansion of the Playtex product lines. Continued EPS growth in fiscal 2009, as well as the Company’s long-term growth positioning, will depend not only on improvement in the global macroeconomic conditions described above, but also on the Company’s ability to continue operating its businesses profitably in the face of declines in consumer spending, potential retailer consolidation, material cost increases, limits on availability of credit, and competitive activity, particularly in light of the vastly greater size and market strength of the Company’s primary competitor. The extent of future synergies related to the Playtex acquisition may be significantly different from current expectations due to changes in market or competitive conditions, systems or personnel issues, or other operational factors. Anticipated category growth, if any, for the Company’s businesses is difficult to quantify or estimate given the current volatile global economic situation. The Company’s broad diversified portfolio of battery products across a wide range of consumer price points and service demands provides some measure of protection against softness in various ranges of the battery category spectrum. On the other hand, the overall category could be significantly negatively impacted by continuing economic distress and accompanying declines in consumer spending, as well as declines in the proliferation or consumption of battery-powered devices or the development of alternative power sources. Moreover, product placement and shelf-space and facings available to our portfolio of products are solely at the discretion of our retailer customers, which can limit visibility or availability to the ultimate consumers. The Company’s estimates of its U.S. market share and estimates of share of the wet shave category, as well as estimates of excess retailer inventory levels of battery products resulting from hurricane-related shipments and early holiday shipments are based solely on limited data available to it and management’s reasonable assumptions about market conditions, and consequently may be inaccurate, or may not reflect significant segments of the retail market. Consequently, sales volumes for 2009 may be impacted more than currently estimated by actual current inventory levels. The impact of material and other inflationary input cost increases could be more significant than anticipated, as it is difficult to predict with any accuracy whether raw material, energy and other input costs will stabilize or continue to increase, since such costs are impacted by multiple economic, political

ENERGIZER HOLDINGS, INC.
(Dollars in millions, except per share and percentage data)

and other factors outside of the Company’s control. The anticipated benefits of the Company’s pricing actions, cost reduction programs and incremental synergies from the Playtex acquisition may not be realized to the extent anticipated, or may not be sufficient to offset greater than anticipated increases in supply costs. The benefits of price increases may not be realized in the event of consumer resistance or a significant decline in consumer demand, if competitive activity mandates additional promotional spending or a revamping of the pricing structure, or if other operating costs increase unexpectedly. The estimated future impact of foreign currency devaluations on the Company’s profitability is also difficult to estimate with any degree of certainty. Prolonged recessionary conditions in key global markets where the Company competes could result in significantly greater local currency devaluation and correspondingly greater negative impact on the Company than what can be anticipated from current spot rates. On the other hand, if concerted global stabilization measures achieve some degree of economic recovery, local currencies could be significantly strengthened relative to the dollar. Liquidity issues or alternative cash flow uses, competitive activity or general economic changes could impact the amount and timing of capital expenditures. Continued compliance with debt covenants providing for a required debt to EBITDA ratio can be impacted by higher than anticipated debt levels as a result of greater than anticipated cash needs or by lower than anticipated cash flows necessary for debt service. Compliance can also be impacted by earnings declines over the measurement period, either as a result of challenges faced specifically by the Company’s businesses, or as a result of general economic conditions and rising unemployment. Unforeseen fluctuations in levels of the Company’s operating cash flows, or inability to maintain compliance with its debt covenants, could limit the Company’s ability to meet future operating expenses and liquidity requirements, fund capital expenditures or service its debt as it becomes due. Economic turmoil and currency fluctuations could increase the Company’s risk from unfavorable impact on variable-rate debt, currency derivatives and other financial instruments. Deferred compensation liabilities reflecting the value of ENR Common Stock may increase significantly, depending on market fluctuation and employee elections, but such increase may not be reflected in a comparable increase in the value of the share option. Unknown environmental liabilities and greater than anticipated remediation expenses or environmental control expenditures could have a material impact on the Company’s financial position. Estimates of environmental liabilities are based upon, among other things, the Company’s payments and/or accruals with respect to each remediation site; the number, ranking and financial strength of other responsible parties (PRPs); the status of the proceedings, including various settlement agreements, consent decrees or court orders; allocations of volumetric waste contributions and allocations of relative responsibility among PRPs developed by regulatory agencies and by private parties; remediation cost estimates prepared by governmental authorities or private technical consultants; and the Company’s historical experience in negotiating and settling disputes with respect to similar sites – and such estimates may prove to be inaccurate. Adjustments to accruals for promotional programs and calculations of impairment of long-lived assets may be more significant than anticipated. The impact of decreases in the expected returns from pension assets may have a greater than anticipated impact on pension expenses and required cash contributions. In addition, other risks and uncertainties not presently known to us or that we consider immaterial could affect the accuracy of any such forward-looking statements. The Company does not undertake any obligation to update any forward-looking statements to reflect events that occur or circumstances that exist after the date on which they were made. Additional risks and uncertainties include those detailed from time to time in the Company’s publicly filed documents.

Summary Selected Historical Financial Information
(Dollars in millions, except per share data)

Statement of Earnings Data		FOR THE YEARS ENDED SEPTEMBER 30,
		2008 (a)			2007			2006			2005			2004
Net sales		$	4,331.0		$	3,365.1		$	3,076.9		$	2,989.8		$	2,812.7
Depreciation and amortization			141.3			115.0			117.5			116.3			115.8
Earnings before income taxes (b)			473.2			434.2			356.6			388.7			347.8
Income taxes			143.9			112.8			95.7			108.0			86.8
Net earnings (c)		$	329.3		$	321.4		$	260.9		$	280.7		$	261.0
Earnings per share:
Basic		$	5.71		$	5.67		$	4.26		$	3.95		$	3.24
Diluted		$	5.59		$	5.51		$	4.14		$	3.82		$	3.13
Average shares outstanding:
Basic			57.6			56.7			61.2			71.0			80.6
Diluted			58.9			58.3			63.1			73.5			83.4

Balance Sheet Data		AT SEPTEMBER 30,
		2008 (a)			2007			2006			2005			2004
Working capital		$	665.1		$	888.5		$	708.2		$	626.4		$	469.2
Property, plant and equipment, net			835.5			649.9			659.9			682.5			705.6
Total assets			5,816.7			3,525.7			3,132.6			2,973.8			2,931.7
Long-term debt			2,589.5			1,372.0			1,625.0			1,295.0			1,059.6

(a)	Playtex Products, Inc. was acquired October 1, 2007

(b)	Earnings before income taxes were (reduced)/increased by the following items:

		FOR THE YEARS ENDED SEPTEMBER 30,
		2008			2007			2006			2005			2004
	Acquisition inventory valuation	$	(27.5	)	$	-		$	-		$	-		$	-
	Integration costs		(17.9	)		-			-			-			-
	Provisions for restructuring and related costs		(3.2	)		(18.2	)		(37.4	)		(5.7	)		(5.2	)
	Foreign pension charge		-			-			(4.5	)		-			-
	Special termination benefits		-			-			-			-			(15.2	)
	Intellectual property rights income		-			-			-			-			1.5
	Total	$	(48.6	)	$	(18.2	)	$	(41.9	)	$	(5.7	)	$	(18.9	)

(c)	Net earnings were (reduced)/increased by the following items:

		FOR THE YEARS ENDED SEPTEMBER 30,
		2008			2007			2006			2005			2004
	Acquisition inventory valuation, net of tax	$	(16.5	)	$	-		$	-		$	-		$	-
	Integration costs, net of tax		(11.4	)		-			-			-			-
	Provisions for restructuring and related costs, net of tax		(2.0	)		(12.2	)		(24.9	)		(3.7	)		(3.8	)
	Foreign pension charge, net of tax		-			-			(3.7	)		-			-
	Special termination benefits, net of tax		-			-			-			-			(9.6	)
	Adjustments to prior years' tax accruals		(1.1	)		7.9			10.9			10.6			8.5
	Tax benefits recognized related to prior years' losses		-			4.3			5.7			14.7			16.2
	Deferred tax benefit due to statutory rate change		-			9.7			-			-			-
	Repatriation under the American Jobs Creation Act		-			-			-			(9.0	)		-
	Intellectual property rights income, net of tax		-			-			-			-			0.9
	Total	$	(31.0	)	$	9.7		$	(12.0	)	$	12.6		$	12.2

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

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

The report of PricewaterhouseCoopers LLP, independent registered public accounting firm, on their audits of the accompanying financial statements that appears herein. This report states that the audits were made in accordance with the standards of the Public Company Accounting Oversight Board (United States). These standards include a study and evaluation of internal control for the purpose of establishing a basis for reliance thereon relative to the scope of their audits of the financial statements.

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

Management’s Report on Internal Control over Financial Reporting
The management of the Company is responsible for establishing and maintaining internal control over financial reporting. The Company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with generally accepted accounting principles for external purposes. The Company’s internal control over financial reporting includes those policies and procedures that: (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the financial statements. Internal control over financial reporting, because of its inherent limitations, may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Management conducted an assessment of the effectiveness of the Company’s internal control over financial reporting based on the framework set forth in Internal Control – Integrated Framework , issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on the Company’s assessment, management has concluded that internal control over financial reporting as of September 30, 2008 was effective. The Company’s internal control over financial reporting as of September 30, 2008 has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report that appears herein.

Report of Independent Registered Public Accounting Firm

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

In our opinion, the accompanying consolidated balance sheets and the related consolidated statements of earnings and comprehensive income, of cash flows and of shareholders’ equity present fairly, in all material respects, the financial position of Energizer Holdings, Inc. and its subsidiaries at September 30, 2008 and 2007 and the results of their operations and their cash flows for each of the three years in the period ended September 30, 2008 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of September 30, 2008, based on criteria established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). The Company's management is responsible for these financial statements, for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management's Report on Internal Control over Financial Reporting. Our responsibility is to express opinions on these financial statements and on the Company's internal control over financial reporting based on our integrated audits. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement and whether effective internal control over financial reporting was maintained in all material respects. Our audits of the financial statements included examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

As discussed in Note 9 to the consolidated financial statements, the Company adopted Statement of Financial Accounting Standard No. 158, Employers' Accounting for Defined Benefit Pension and Other Postretirement Plans - an Amendment to FASB Statements No. 87, 88, 106, and 132(R), as of September 30, 2007.

A company’s internal control over financial reporting is a process designed 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. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

St. Louis, Missouri
November 26, 2008

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

	YEARS ENDED SEPTEMBER 30,
Statement of Earnings	2008			2007			2006
Net sales	$	4,331.0		$	3,365.1		$	3,076.9
Cost of products sold		2,293.3			1,760.4			1,596.1
Gross profit		2,037.7			1,604.7			1,480.8
Selling, general and administrative expense		794.0			627.9			601.9
Advertising and promotion expense		486.8			395.2			368.9
Research and development expense		91.7			70.7			74.2
Interest expense		181.3			91.2			77.9
Other financing expense/(income), net		10.7			(14.5	)		1.3
Earnings before income taxes		473.2			434.2			356.6
Income taxes		143.9			112.8			95.7
Net earnings	$	329.3		$	321.4		$	260.9

Earnings Per Share

Basic net earnings per share	$	5.71		$	5.67		$	4.26
Diluted net earnings per share	$	5.59		$	5.51		$	4.14

Statement of Comprehensive Income

Net earnings	$	329.3		$	321.4		$	260.9
Other comprehensive income, net of tax
Foreign currency translation adjustments		3.8			73.9			29.4
Pension/Postretirement activity, net of tax of $(17.8) in 2008,		(46.5	)		20.5			1.7
$8.9 in 2007 and $1.3 in 2006
Deferred gain/(loss) on hedging activity, net of tax of $1.7 in		3.8			(10.6	)		-
2008 and $(4.7) in 2007
Comprehensive income	$	290.4		$	405.2		$	292.0

The above financial statements should be read in conjunction with the Notes To Consolidated Financial Statements.

ENERGIZER HOLDINGS, INC.
CONSOLIDATED BALANCE SHEETS
(Dollars in millions, except par values)

	SEPTEMBER 30,
	2008			2007
Assets

Current assets
Cash and cash equivalents	$	171.2		$	363.2
Trade receivables, net		923.2			788.3
Inventories		674.6			582.3
Other current assets		257.8			270.5
Total current assets		2,026.8			2,004.3
Property, plant and equipment, net		835.5			649.9
Goodwill		1,206.4			380.1
Other intangible assets		1,663.2			310.4
Other assets		84.8			181.0
Total assets	$	5,816.7		$	3,525.7

Liabilities and Shareholders' Equity

Current liabilities
Current maturities of long-term debt	$	106.0		$	210.0
Notes payable		264.4			43.0
Accounts payable		262.4			255.6
Other current liabilities		728.9			607.2
Total current liabilities		1,361.7			1,115.8
Long-term debt		2,589.5			1,372.0
Other liabilities		869.2			384.0
Shareholders' equity
Preferred stock, $.01 par value, none outstanding		-			-
Common stock, $.01 par value, issued 97,083,682 at 2008
and 2007, respectively		1.0			1.0
Additional paid-in capital		1,034.9			999.0
Retained earnings		1,671.8			1,362.7
Common stock in treasury, at cost, 38,900,801 shares at 2008
39,772,001 shares at 2007		(1,719.3	)		(1,755.6	)
Accumulated other comprehensive income		7.9			46.8
Total shareholders' equity		996.3			653.9
Total liabilities and shareholders' equity	$	5,816.7		$	3,525.7

The above financial statements should be read in conjunction with the Notes To Consolidated Financial Statements.

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

	YEARS ENDED SEPTEMBER 30,
	2008			2007			2006
Cash Flow from Operations
Net earnings	$	329.3		$	321.4		$	260.9
Adjustments to reconcile net earnings to net cash flow from operations:
Depreciation and amortization		141.3			115.0			117.5
Deferred income taxes		27.0			(28.6	)		(23.3	)
Other non-cash charges		39.2			41.8			25.4
Other, net		(25.0	)		7.7			11.0
Operating cash flow before changes in working capital		511.8			457.3			391.5
Changes in assets and liabilities used in operations, net of effects of
business acquisitions:
Increase in accounts receivable, net		(39.4	)		(41.6	)		(15.0	)
Decrease/(increase) in inventories		29.5			(7.1	)		(54.2	)
(Increase)/decrease in other current assets		(2.8	)		5.9			5.8
(Decrease)/increase in accounts payable		(9.8	)		4.2			11.5
(Decrease)/increase in other current liabilities		(22.8	)		26.6			33.4
Net cash flow from operations		466.5			445.3			373.0

Cash Flow from Investing Activities
Capital expenditures		(160.0	)		(88.6	)		(94.9	)
Proceeds from sale of assets		1.2			3.6			6.6
Acquisitions, net of cash acquired		(1,882.1	)		-			-
Proceeds from/(Investment) in share options		46.0			-			(19.6	)
Other, net		0.4			2.7			(7.7	)
Net cash used by investing activities		(1,994.5	)		(82.3	)		(115.6	)

Cash Flow from Financing Activities
Cash proceeds from issuance of debt with original maturities greater
than 90 days		1,482.8			-			497.8
Cash payments on debt with original maturities greater than 90 days		(269.5	)		(10.0	)		(15.0	)
Net increase/(decrease) in debt with original maturities of 90 days or less		97.4			(146.3	)		(123.2	)
Common stock purchased		-			(53.0	)		(600.7	)
Proceeds from issuance of common stock		12.9			35.7			21.4
Excess tax benefits from share-based payments		16.5			36.2			8.2
Net cash from/(used) by financing activities		1,340.1			(137.4	)		(211.5	)

Effect of exchange rate changes on cash		(4.1	)		3.3			3.9

Net (decrease)/increase in cash and cash equivalents		(192.0	)		228.9			49.8
Cash and cash equivalents, beginning of period		363.2			134.3			84.5
Cash and cash equivalents, end of period	$	171.2		$	363.2		$	134.3

The above financial statements should be read in conjunction with the Notes To Consolidated Financial Statements.

ENERGIZER HOLDINGS, INC.
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
(Dollars in millions, shares in thousands)

	Dollars									Shares
	2008			2007			2006			2008		2007		2006
Common stock:
Balance at beginning of year	$	1.0		$	1.0		$	1.0		97,084		97,084		97,084
Activity under stock plans		-			-			-		-		-		-
Ending balance		1.0			1.0			1.0		97,084		97,084		97,084

Additional paid-in capital:
Balance at beginning of year		999.0			950.2			929.6
Activity under stock plans		35.9			48.8			20.6
Ending balance		1,034.9			999.0			950.2

Retained earnings:
Balance at beginning of year		1,362.7			1,073.2			832.7
Net earnings		329.3			321.4			260.9
Activity under stock plans		(20.2	)		(31.9	)		(20.4	)
Ending balance		1,671.8			1,362.7			1,073.2

Common stock in treasury:
Balance at beginning of year		(1,755.6	)		(1,754.2	)		(1,193.9	)	(39,772	)	(40,410	)	(30,044	)
Treasury stock purchased		-			(53.0	)		(600.7	)	-		(783	)	(11,331	)
Activity under stock plans		36.3			51.6			40.4		871		1,421		965
Ending balance		(1,719.3	)		(1,755.6	)		(1,754.2	)	(38,901	)	(39,772	)	(40,410	)

Accumulated other comprehensive income/(loss):
Cumulative translation adjustment:
Balance at beginning of year		47.5			(26.4	)		(55.8	)
Foreign currency translation adjustment		3.8			73.9			29.4
Ending balance		51.3			47.5			(26.4	)
Pension liability:
Balance at beginning of year		9.9			(31.4	)		(33.1	)
Pension/Postretirement activity		(46.5	)		20.5			1.7
Adjustment to initially apply SFAS 158		-			20.8			-
Ending balance, net of tax of $(8.0) in 2008,		(36.6	)		9.9			(31.4	)
$9.8 in 2007 and $(15.0) in 2006

Deferred loss on hedging activity:
Balance at beginning of year		(10.6	)		-			-
Activity		3.8			(10.6	)		-
Ending balance, net of tax of $(3.0) in 2008,
$(4.7) in 2007		(6.8	)		(10.6	)		-

Total accumulated other comprehensive
income/(loss)		7.9			46.8			(57.8	)

Total shareholders' equity	$	996.3		$	653.9		$	212.4

The above financial statements should be read in conjunction with the Notes To Consolidated Financial Statements.

ENERGIZER HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in millions, except per share and percentage data)

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

(2) Summary of Significant Accounting Policies
The Company's significant accounting policies, which conform to GAAP and are applied on a consistent basis among all years presented, except as indicated, are described below.

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

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

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

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

Foreign exchange (F/X) instruments, including currency forwards, purchased options and zero-cost option collars, are used primarily to reduce transaction exposures and, to a lesser extent, to manage other translation exposures. F/X instruments used are selected based on their risk reduction attributes and the related market conditions. The Company also holds a contract with an embedded derivative instrument to mitigate the risk of its deferred compensation liabilities, as discussed further in Note 14. The Company has not designated these financial instruments as hedges for accounting purposes in the three years ended September 30, 2008.

The Company uses raw materials that are subject to price volatility. The Company uses hedging instruments as it desires to reduce exposure to variability in cash flows associated with future purchases of zinc or other commodities. For further discussion of such instruments, see Note 14.

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

ENERGIZER HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in millions, except per share and percentage data)

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

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

As part of the Playtex acquisition, the Company recorded a fair value adjustment of $27.5 to bring the carrying value of the inventory purchased in the Playtex acquisition to an amount which approximated the estimated selling price of the finished goods on hand 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. As the inventory was sold during the first and second quarters of fiscal 2008, the $27.5 adjustment was charged to cost of products sold.

Capitalized Software Costs - Capitalized software costs are included in Other Assets. These costs are amortized using the straight-line method over periods of related benefit ranging from three to seven years. Expenditures related to capitalized software are included in the capital expenditures caption in the Consolidated Statements of Cash Flows.

Property, Plant and Equipment – Property, plant and equipment is stated at historical costs. Property, plant and equipment acquired as part of the Playtex acquisition was recorded at fair value on the date of acquisition. Fair value was established using a cost approach for the operating fixed assets and comparable sales and property assessment data for the valuation of land. Expenditures for new facilities and expenditures that substantially increase the useful life of property, including interest during construction, are capitalized and reported in the capital expenditures caption in the Consolidated Statements of Cash Flows. Maintenance, repairs and minor renewals are expensed as incurred. When property is retired or otherwise disposed of, the related cost and accumulated depreciation are removed from the accounts, and gains or losses on the disposition are reflected in earnings. Depreciation is generally provided on the straight-line basis by charges to costs or expenses at rates based on estimated useful lives. Estimated useful lives range from two to 25 years for machinery and equipment and three to 30 years for buildings. Depreciation expense was $121.4, $104.6 and $109.1 in 2008, 2007 and 2006, respectively.

Estimated useful lives are periodically reviewed and, when appropriate, changes are made prospectively. When certain events or changes in operating conditions occur, asset lives may be adjusted and an impairment assessment may be performed on the recoverability of the carrying amounts.

Goodwill and Other Intangible Assets - Goodwill and indefinite-lived intangibles are not amortized, but are evaluated annually for impairment as part of the Company's annual business planning cycle in the fourth quarter. The fair value of each reporting unit is estimated using valuation techniques such as Earnings Before Interest, Taxes, Depreciation and Amortization (EBITDA) multiples and discounted cash flows. Intangible assets with finite lives, and a remaining weighted average life of approximately seven years, are amortized on a straight-line basis over expected lives of 18 months to 15 years. Such intangibles are also evaluated for impairment including on-going monitoring of potential impairment indicators.

Impairment of Long-Lived Assets – The Company reviews long-lived assets, other than goodwill and other intangible assets for impairment, when events or changes in business circumstances indicate that the remaining useful life may warrant revision or that the carrying amount of the long-

ENERGIZER HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in millions, except per share and percentage data)

lived asset may not be fully recoverable. The Company performs undiscounted cash flow analyses to determine if impairment exists. If impairment is determined to exist, any related impairment loss is calculated based on fair value. Impairment losses on assets to be disposed of, if any, are based on the estimated proceeds to be received, less cost of disposal.

Revenue Recognition - The Company's revenue is from the sale of its products. Revenue is recognized when title, ownership and risk of loss pass to the customer. Discounts are offered to customers for early payment and an estimate of such discounts is recorded as a reduction of net sales in the same period as the sale. Our standard sales terms are final and returns or exchanges are not permitted unless a special exception is made; reserves are established and recorded in cases where the right of return does exist for a particular sale. Under certain circumstances, we authorize customers to return Sun Care products that have not been sold by the end of the sun care season, which is normal practice in the sun care industry. We record sun care sales at the time the products are shipped and title transfers. Simultaneously with the time of the shipment, we reduce sun care sales and cost of sales, and record an accrued liability on our Consolidated Balance Sheet for anticipated returns based upon an estimated return level. Customers are required to pay for the sun care product purchased under the required terms. Due to the seasonal nature of sun care, we offer a limited extension of terms to certain qualified customers. This limited extension requires substantial cash payments prior to or during the sun care season. We generally receive returns of our U.S. Sun Care products from September through January following the summer sun care season.

Advertising and Promotion Costs – The Company advertises and promotes its products through national and regional media and expenses such activities in the year incurred.

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

Recently Issued Accounting Pronouncements – Other than as described below, no new accounting pronouncement issued or effective during the fiscal year has had or is expected to have a material impact on the consolidated financial statements.

Adoption of FIN 48, “Accounting for Uncertainty in Income Taxes – An Interpretation of FASB Statement No. 109”

On October 1, 2007, the Company adopted Financial Accounting Standards Board (FASB) Interpretation No. 48, “Accounting for Uncertainty in Income Taxes – an Interpretation of FASB Statement No. 109” (FIN 48). FIN 48 addresses the accounting and disclosure of uncertain tax positions. FIN 48 prescribes a recognition threshold and measurement attributes for the financial

ENERGIZER HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in millions, except per share and percentage data)

statement recognition and measurement of a tax position taken or expected to be taken in a tax return. The difference between the tax benefit recognized in the financial statements for a position in accordance with FIN 48 and the tax benefit claimed in the tax return is referred to as an unrecognized tax benefit.

At October 1, 2007, the adoption date, the Company had $34.5 of unrecognized tax benefits in the financial statements exclusive of the Playtex acquisition. Of this amount, the change to the October 1, 2007 balance sheet resulting from the cumulative effect of the change in accounting principle was immaterial. Included in the unrecognized tax benefits at September 30, 2008 is $43.5 of uncertain tax positions that would affect the Company’s effective tax rate, if recognized. The Company does not expect any significant increases or decreases to the unrecognized tax benefits within the next twelve months of this reporting date. Unrecognized tax benefits are classified as other liabilities (non-current) to the extent that payment is not anticipated within one year.

Prior to the adoption of FIN 48, only interest expense on underpayments of income taxes was included in the income tax provision. Penalties were classified as an operating expense in arriving at pretax income. Upon adoption of FIN 48, the Company elected a new accounting policy, as permitted by FIN 48, to also classify accrued penalties related to unrecognized tax benefits in the income tax provision. The Company has accrued approximately $5.8 of interest and $0.7 in penalties in the income tax provision. Interest was computed on the difference between the tax position recognized in accordance with FIN 48 and the amount previously taken or expected to be taken in the Company’s tax returns.

Statement of Financial Accounting Standards (SFAS) No. 141(R), “Business Combinations”

In December 2007, the FASB issued a revised standard, SFAS No. 141, “Business Combinations” (SFAS No. 141(R)), which improves the relevance, representational faithfulness and comparability of the financial information that is disclosed on business combinations and its effects. In addition, it revises the method of accounting for a number of aspects of business combinations including acquisition costs, contingent liabilities, contingent purchase price and post-acquisition exit activities of the acquired business. SFAS No. 141(R) is effective for business combinations entered into in fiscal years beginning on or after December 15, 2008, which would be as of October 1, 2009 for Energizer. Early adoption is prohibited. The Company believes that the adoption of SFAS No. 141(R) will not have a material effect on its financial position, results of operations or cash flows.

SFAS No. 160, “Non-Controlling Interests in Consolidated Financial Statements - An Amendment to ARB No. 51”

In December 2007, the FASB issued SFAS 160, “Non-Controlling Interests in Consolidated Financial Statements – an Amendment to ARB No. 51” (SFAS 160), which improves the relevance, comparability and transparency of the financial information that is disclosed for minority interests. SFAS No. 160 is effective for fiscal years beginning on or after December 15, 2008, which would be October 1, 2009 for Energizer. Early adoption is prohibited. The Company believes that the adoption of SFAS No. 160 will not have a material effect on its financial position, results of operations or cash flows.

ENERGIZER HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in millions, except per share and percentage data)

SFAS Standard No. 161, “Disclosures About Derivative Instruments And Hedging Activities - An Amendment of FASB Statement No. 133”

In March 2008, the FASB issued SFAS No. 161, “Disclosures about Derivative Instruments and Hedging Activities” (SFAS No. 161). SFAS No. 161 is intended to help investors better understand how derivative instruments and hedging activities affect an entity’s financial position, financial performance and cash flows through enhanced disclosure requirements. SFAS No. 161 is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008.

(3) Playtex acquisition
On October 1, 2007, the Company acquired all of the issued and outstanding shares of common stock of Playtex at $18.30 per share in cash and simultaneously repaid all of Playtex’s outstanding debt as of that date (the Acquisition) for consideration totaling $1,875.7. The Company acquired all assets and assumed all liabilities of Playtex. There are no contingent payments, options or commitments associated with the Acquisition. In a separate transaction, for consideration totaling $19.5, the Company acquired certain intangible assets related to the Wet Ones brand in the United Kingdom. Playtex owns the Wet Ones trademark in the U.S. and Canada. This is included with the Acquisition in the presentation of the financial impact of the Acquisition presented below. A summary of consideration paid is as follows:

Short-term borrowings	$	175.0
Long-term borrowings		880.2
Borrowing to repay outstanding Playtex debt		590.9
Total consideration from borrowings		1,646.1

Cash used - gross		261.0
Less: Amount paid for deferred financing fees		(7.5	)
Less: Amount paid on deposit to collateralize open letters of credit
issued under the terminated Playtex credit agreement		(4.4	)
Total consideration from available cash		249.1
Total consideration	$	1,895.2

Playtex is a leading North American manufacturer and marketer in the Skin, Feminine and Infant Care product categories, with a diversified portfolio of well-recognized branded consumer products including Banana Boat, Hawaiian Tropic, Wet Ones, Playtex tampons, Playtex infant feeding products, Playtex household gloves, and Playtex Diaper Genie. Playtex operates six facilities in the U.S. The Acquisition will allow the Company to expand its product portfolio and presence in the Personal Care business, including achieving economies of scale in selling and distribution. In addition, the Acquisition further diversifies the Company’s product portfolio.

The fair values of assets and liabilities acquired for purposes of allocating the purchase price were determined in accordance with SFAS No. 141, “Business Combinations”. The Company estimated a fair value adjustment for inventory based on the estimated selling price of finished goods on hand 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 Playtex’s property, plant and equipment was established using a cost approach for the operating fixed assets and comparable sales and property assessment data for the valuation of land. The fair values of Playtex’s identifiable intangible assets were estimated using various valuation methods including discounted cash flows using both an income and cost approach. Estimated deferred income tax impacts as a result of purchase accounting adjustments are reflected using the best estimate of the applicable statutory income tax rates.

ENERGIZER HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in millions, except per share and percentage data)

The Company developed an integration plan, pursuant to which the Company will incur costs related primarily to involuntary severance costs, exit plans and contractual obligations with no future economic benefit. The estimates of liabilities assumed were determined in accordance with Emerging Issues Task Force 95-3 “Recognition of Liabilities in Connection with a Purchase Business Combination” (EITF 95-3). The Company has combined certain SG&A functions, and is pursuing purchasing, manufacturing and logistics savings through increased scale and coordination. The allocation of the purchase price reflects estimated additional liabilities associated with employee termination and relocation totaling $35.3, of which $31.0 has been spent as of September 30, 2008 with the remaining $4.3 classified as a current liability at September 30, 2008. Additional estimated liabilities assumed include contract termination and other exit costs totaling $18.5, of which $8.0 has been spent as of September 30, 2008 with the remaining $8.5 and $2.0 classified as current liabilities and other liabilities, respectively, at September 30, 2008.

The allocation of the purchase price is as follows:

Cash	$	13.1
Trade receivables, net		102.9
Inventories		124.0
Other current assets		37.0
Goodwill		826.2
Other intangible assets		1,367.9
Other assets		0.3
Property, plant and equipment, net		152.1
Accounts payable		(33.9	)
Other current liabilities		(169.0	)
Other liabilities		(525.4	)
Net assets acquired	$	1,895.2

Goodwill is not deductible for tax purposes. The purchased identifiable intangible assets of $1,367.9 as of the October 1, 2007 acquisition date, is included in the table below. Long-term deferred tax liabilities related to identifiable intangible assets are approximately $484 as of the October 1, 2007 acquisition date, and are included in other liabilities in the table above.

			Amortization
	Total		Period
Trademarks	$	1,313.9	indefinite-lived
Customer Relationships		43.9	10 years
Patents		5.1	7 years
Non-Compete		5.0	18 months
Total other intangible assets	$	1,367.9

The Company’s results of operations include Playtex as of the date of acquisition, or beginning October 1, 2007. In accordance with GAAP, Playtex inventory acquired in the Acquisition was valued at its estimated fair value on the date of acquisition. As a result, the fair value of inventory was $27.5 greater than the historical cost basis of such inventory prior to the Acquisition. This required accounting treatment reduced gross profit in the twelve months ended September 30, 2008 by $27.5 compared to the historical Playtex cost basis.

Playtex acquired Tiki Hut Holding Company (“Hawaiian Tropic”), owner of the Hawaiian Tropic brand on April 18, 2007. The pro forma results below, reflect results for Hawaiian Tropic only from the acquisition date of April 18, 2007. They include incremental interest and financing costs related to the

ENERGIZER HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in millions, except per share and percentage data)

Acquisition and purchase accounting adjustments including the impact of increased depreciation and amortization expense. The unaudited pro forma earnings statement is based on, and should be read in conjunction with the Company's historical consolidated financial statements and related notes, as well as Playtex historical consolidated financial statements and related notes included in the Form 8-K filing of October 1, 2007, as amended on December 17, 2007.

The impacts of any revenue or cost synergies that may result from the Acquisition are not included in the pro forma results. The Company has generated cost synergies by combining certain SG&A functions, and continues pursuing purchasing, manufacturing and logistics savings through increased scale and coordination. Additional costs may be incurred that will impact the Company’s Consolidated Statements of Earnings. The magnitude and timing of such synergies and costs are still not fully known. Benefits from cost synergies began in fiscal year 2008, with total savings building throughout fiscal 2009 and 2010.

The following table represents the Company’s Unaudited Pro Forma Condensed Combined Statement of Earnings as if the Acquisition occurred at the beginning of fiscal 2007.

Unaudited Pro Forma

	Twelve Months Ended
	September 30,
Net Sales	2007
Household Products	$	2,376.3
Personal Care		1,694.1
Total net sales	$	4,070.4

Profitability
Household Products	$	472.3
Personal Care		271.2
Total segment profitability	$	743.5
General corporate and other expenses		(138.3	)
Acquisition inventory valuation		(29.4	)
Amortization		(12.5	)
Interest and other financial items		(192.2	)
Earnings before income taxes	$	371.1
Income tax provision		88.1
Net earnings	$	283.0

Basic EPS	$	4.99
Diluted EPS	$	4.85

Weighted-Average Shares - Basic		56.7
Weighted-Average Shares - Diluted		58.3

(4) Goodwill and Intangible Assets and Amortization
Goodwill and intangible assets deemed to have an indefinite life are not amortized, but reviewed annually for impairment of value. The Company monitors changing business conditions, which may indicate that the remaining useful life of goodwill and other intangible assets may warrant revision or carrying amounts may require adjustment. As part of its business planning cycle, the Company performed its annual impairment test in the fourth quarter of fiscal 2008, 2007 and 2006. Impairment

ENERGIZER HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in millions, except per share and percentage data)

testing was performed for each of the Company’s reporting units, Household Products, Wet Shave and Playtex. No impairments were identified and no adjustments were deemed necessary.

The following table represents the carrying amount of goodwill by segment at September 30, 2008:

	Household			Personal
	Products			Care		Total
Balance at October 1, 2007	$	40.1		$	340.0	$	380.1
Acquisition of Playtex		-			826.2		826.2
Cumulative translation adjustment		(1.3	)		1.4		0.1
Balance at September 30, 2008	$	38.8		$	1,167.6	$	1,206.4

The Company had indefinite-lived trademarks and tradenames of $1,591.0 at September 30, 2008 and $277.9 at September 30, 2007. Changes in indefinite-lived trademarks and tradenames are due primarily to the valuation of assets acquired in the Playtex acquisition and changes in foreign currency exchange rates.

Total amortizable intangible assets at September 30, 2008 are as follows:

	Gross		Accumulated
	Carrying Amoun t		Amortization			Net
Tradenames	$	11.7	$	(6.7	)	$	5.0
Technology and patents		41.7		(19.7	)		22.0
Customer-related		54.7		(11.1	)		43.6
Non-compete agreements		5.0		(3.4	)		1.6
Total amortizable intangible assets	$	113.1	$	(40.9	)	$	72.2

The increase in the gross amortizable intangible assets during fiscal 2008 is primarily due to the valuation of assets acquired in the Playtex acquisition. Amortizable intangible assets, with a weighted average remaining life of approximately seven years, are amortized on a straight line basis over expected lives of 18 months to 15 years.

Amortization expense for intangible assets totaled $14.6 for the current year. Estimated amortization expense for amortized intangible assets for the year ended September 30, 2009 is approximately $12.4, $10.4 for the years ended September 30, 2010 through 2012, and $7.9 for the year ended September 30, 2013.

ENERGIZER HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in millions, except per share and percentage data)

(5) Income Taxes
The provisions for income taxes consisted of the following for the years ended September 30:

	2008			2007			2006
Currently payable:
United States - Federal	$	47.7		$	86.4		$	63.7
State		5.0			5.0			3.6
Foreign		64.2			50.0			51.7
Total current		116.9			141.4			119.0
Deferred:
United States - Federal		29.0			(25.3	)		(15.8	)
State		1.1			(0.9	)		(0.6	)
Foreign		(3.1	)		(2.4	)		(6.9	)
Total deferred		27.0			(28.6	)		(23.3	)
Provision for income taxes	$	143.9		$	112.8		$	95.7

The source of pre-tax earnings was:

	2008		2007		2006
United States	$	197.9	$	183.1	$	160.2
Foreign		275.3		251.1		196.4
Pre-tax earnings	$	473.2	$	434.2	$	356.6

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

	2008					2007					2006
Computed tax at federal statutory rate	$	165.6		35.0	%	$	152.0		35.0	%	$	124.8		35.0	%
State income taxes, net of federal tax benefit		2.6		0.6			2.7		0.6			1.9		0.5
Foreign tax less than the federal rate		(33.1	)	(7.0	)		(22.7	)	(5.2	)		(17.7	)	(5.0	)
Foreign benefits recognized related to prior years' losses		-		-			(4.3	)	(1.0	)		(5.7	)	(1.6	)
Adjustments to prior years' tax accruals		1.1		0.2			(7.9	)	(1.8	)		(10.9	)	(3.1	)
Deferred tax benefit due to statutory rate change		-		-			(9.7	)	(2.2	)		-		-
Other taxes on repatriation of foreign earnings		1.5		0.3			11.3		2.6			4.5		1.3
Nontaxable share option		5.7		1.2			(8.1	)	(1.9	)		(3.8	)	(1.0	)
Other, net		0.5		0.1			(0.5	)	(0.1	)		2.6		0.7
Total	$	143.9		30.4	%	$	112.8		26.0	%	$	95.7		26.8	%

In 2007 and 2006, $4.3 and $5.7, respectively, of tax benefits related to prior years’ losses were recorded. These benefits related to foreign countries where our subsidiary subsequently began to generate earnings and could reasonably expect future profitability sufficient to utilize tax loss carryforwards prior to expiration. Improved profitability in Mexico in 2007 and 2006 account for the bulk of the benefits recognized.

Adjustments were recorded in each of the three years to revise previously recorded tax accruals to reflect refinement of tax attribute estimates to amounts in filed returns, settlement of tax audits and changes in estimates related to uncertain tax positions in a number of jurisdictions. Such adjustments increased the income tax provision by $1.1 in 2008 and decreased the income tax provision by $7.9 and $10.9 in 2007 and 2006, respectively. Also, legislation enacted in Germany reduced the tax rate applicable to the Company’s subsidiaries in Germany for fiscal 2008 and beyond. Thus, an adjustment of $9.7 was made to reduce deferred tax liabilities in fiscal 2007.

ENERGIZER HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in millions, except per share and percentage data)

The deferred tax assets and deferred tax liabilities recorded on the balance sheet as of September 30 for the years indicated are as follows and include current and noncurrent amounts:

	2008			2007
Deferred tax liabilities:
Depreciation and property differences	$	(108.1	)	$	(71.0	)
Intangible assets		(528.4	)		(39.4	)
Pension plans		(11.3	)		(33.8	)
Other tax liabilities		(16.3	)		(9.8	)
Gross deferred tax liabilities		(664.1	)		(154.0	)

Deferred tax assets:
Accrued liabilities		119.0			73.3
Deferred and stock-related compensation		89.2			92.3
Tax loss carryforwards and tax credits		15.2			21.2
Intangible assets		32.4			35.3
Postretirement benefits other than pensions		5.4			10.6
Inventory differences		23.7			19.4
Other tax assets		18.1			19.0
Gross deferred tax assets		303.0			271.1
Valuation allowance		(9.1	)		(4.9	)
Net deferred tax (liabilities)/assets	$	(370.2	)	$	112.2

There were no material tax loss carryforwards that expired in 2008. Future expirations of tax loss carryforwards and tax credits, if not utilized, are as follows: 2009, $0; 2010, $0.2; 2011, $0.2; 2012, $1.3; thereafter or no expiration, $13.5. The valuation allowance is attributed to tax loss carryforwards and tax credits outside the U.S. The valuation allowance increased $4.2 in 2008 due primarily to the Playtex acquisition.

At September 30, 2008, approximately $650 of foreign subsidiary retained earnings was considered indefinitely invested in those businesses. U.S. income taxes have not been provided for such earnings. It is not practicable to determine the amount of unrecognized deferred tax liabilities associated with such earnings.

The Company adopted the provisions of FIN 48 on October 1, 2007. At the date of adoption of FIN 48, the Company had $34.5 of unrecognized tax benefits in the financial statements, excluding the unrecognized tax benefit from the Playtex acquisition. Of this amount, the impact of the cumulative change in accounting principle at adoption of FIN 48 was immaterial.

ENERGIZER HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in millions, except per share and percentage data)

Unrecognized tax benefits activity for the year ended September 30, 2008 is summarized below:

	2008
Unrecognized tax benefits, beginning of year	$	34.5
Additions based on current year tax positions and acquisitions		14.3
Reductions for prior year tax positions		(1.8	)
Unrecognized tax benefits, end of year	$	47.0

Included in the unrecognized tax benefits noted above are $43.5 of uncertain tax positions that would affect the Company’s effective tax rate, if recognized. The Company does not expect any significant increases or decreases to their unrecognized tax benefits within twelve months of this reporting date. In the Consolidated Balance Sheets, unrecognized tax benefits are classified as other liabilities (non-current) to the extent that payment is not anticipated within one year.

Prior to the adoption of FIN 48, only interest expense on underpayments of income taxes was included in the income tax provision. Penalties were classified as an operating expense in arriving at pre-tax income. Upon adoption of FIN 48, the Company elected a new accounting policy, as permitted by FIN 48, to also classify accrued penalties related to unrecognized tax benefits in the income tax provision. The Company has accrued approximately $5.8 of interest and $0.7 of penalties in the income tax provision. Interest was computed on the difference between the tax position recognized in accordance with FIN 48 and the amount previously taken or expected to be taken in the Company’s tax returns.

The Company files income tax returns in the U.S. federal jurisdiction, various city, state, and more than 40 foreign jurisdictions where the Company has operations. U.S. federal income tax returns for tax years ended September 30, 2003 and after remain subject to examination by the Internal Revenue Service. With few exceptions, the Company is no longer subject to state and local income tax examinations for years before September 30, 2002. The status of international income tax examinations varies by jurisdiction. The Company does not anticipate any material adjustments to its financial statements resulting from tax examinations currently in progress.

(6) Restructuring and Related Charges
The Company continually reviews its Household Products and Personal Care business models to identify potential improvements and cost savings. A project commenced in 2006 to improve effectiveness and reduce costs of European packaging, warehouse and distribution activities, including the closing of the Company's battery packaging facility in Caudebec, France, as well as consolidation of warehouse and distribution activities. The Company also commenced a project to integrate Household Products and Personal Care commercial management, sales and administrative functions in certain European countries. In 2008, 2007 and 2006, total pre-tax charges related to these projects were $3.2, $18.2 and $37.4, respectively. Virtually all of the costs in 2008 and 2007 were reflected in SG&A expense. Total pre-tax charges related to the projects were $37.4 in fiscal 2006, and include exit costs of $28.2 which represented employee severance, contract terminations and other exit costs, as well as $9.2 for other costs related to the project. In 2006, $8.0 of these costs were reflected in cost of products sold and $29.4 in SG&A expense. The remaining exit cost liability for these projects at September 30, 2008 is immaterial.

ENERGIZER HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in millions, except per share and percentage data)

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

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

	FOR THE YEARS ENDED SEPTEMBER 30,
	2008		2007		2006
Numerator:
Net earnings for basic and dilutive earnings per share	$	329.3	$	321.4	$	260.9

Denominator:
Weighted-average shares - basic		57.6		56.7		61.2
Effect of dilutive securities:
Stock options		0.7		1.0		1.4
Restricted stock equivalents		0.6		0.6		0.5
Total dilutive securities		1.3		1.6		1.9

Weighted-average shares - diluted		58.9		58.3		63.1

Basic net earnings per share	$	5.71	$	5.67	$	4.26

Diluted net earnings per share	$	5.59	$	5.51	$	4.14

At September 30, 2008, approximately 0.4 million of the Company’s outstanding restricted stock equivalents 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. There were no anti-dilutive securities for the years ended September 30, 2007 or 2006.

(8) Share-Based Payments
The Company's 2000 Incentive Stock Plan (the Plan) was adopted by the Board of Directors in March 2000 and approved by shareholders, with respect to future awards, which may be granted under the Plan, at the 2001 Annual Meeting of Shareholders. Under the Plan, awards of restricted stock, restricted stock equivalents or options to purchase the Company's common stock (ENR stock) may be granted to directors, officers and key employees. A maximum of 15.0 million shares of ENR stock was approved to be issued under the Plan. At September 30, 2008, 2007 and 2006, respectively, there were 2.8 million, 3.3 million and 3.7 million shares available for future awards.

Options under the Plan have been granted at the market price on the grant date and generally vest ratably over four to seven years. These awards have a maximum term of 10 years. Restricted stock and restricted stock equivalent awards may also be granted under the Plan. Under the terms of the Plan, option shares and prices, and restricted stock and stock equivalent awards, are adjusted in conjunction with stock splits and other recapitalizations so that the holder is in the same economic position before and after these equity transactions.

The Company permits deferrals of bonus and salary and for directors, retainers and fees, under the terms of its Deferred Compensation Plan. Under this plan, employees or directors deferring amounts

ENERGIZER HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in millions, except per share and percentage data)

into the Energizer Common Stock Unit Fund are credited with a number of stock equivalents based on the fair value of ENR stock at the time of deferral. In addition, the participants are credited with an additional number of stock equivalents, equal to 25% for employees and 33 1/3% for directors, of the amount deferred. This additional company match vests immediately for directors and three years from the date of initial crediting for employees. Amounts deferred into the Energizer Common Stock Unit Fund, and vested company matching deferrals, may be transferred to other investment options offered under the plan after specified restriction periods. At the time of termination of employment, or for directors, at the time of termination of service on the Board, or at such other time for distribution which may be elected in advance by the participant, the number of equivalents then vested and credited to the participant's account is determined and then an amount in cash equal to the fair value of an equivalent number of shares of ENR stock is paid to the participant. This plan is reflected in Other Liabilities on the Consolidated Balance Sheet.

The Company uses the straight-line method of recognizing compensation cost. Total compensation cost charged against income for the Company’s share-based compensation arrangements was $26.4, $25.3 and $16.0 for the years ended September 30, 2008, 2007 and 2006, 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 $9.6, $9.2 and $5.9 for the years ended September 30, 2008, 2007 and 2006, respectively. Restricted stock issuance and shares issued for stock option exercises under the Company’s share-based compensation program are generally issued from treasury shares.

Options
As of September 30, 2008, the aggregate intrinsic value of stock options outstanding and stock options exercisable was $77.5 and $74.0, respectively. The aggregate intrinsic value of stock options exercised for the years ended September 30, 2008, 2007 and 2006 was $36.7, $107.8 and $34.0, respectively. When valuing new grants, Energizer uses an implied volatility, which reflects the expected volatility for a period equal to the expected life of the option. No new option awards were granted in the years ended September 30, 2008, 2007 and 2006.

As of September 30, 2008, there was no unrecognized compensation costs related to stock options granted. For outstanding nonqualified stock options, the weighted average remaining contractual life is 3.8 years.

The following table summarizes nonqualified ENR stock option activity during the current year (shares in millions):

			Weighted-Average
	Shares		Exercise Price
Outstanding on October 1, 2007	2.24		$	27.74
Exercised	(0.66	)		19.45
Cancelled	(0.01	)		26.70
Outstanding on September 30, 2008	1.57			31.24

Exercisable on September 30, 2008	1.47		$	30.14

Restricted Stock Equivalents (RSE)
In October 2005, the Board of Directors approved two different grants of RSE. First, a grant to key employees, included approximately 73,000 shares that vest ratably over four years. The second

ENERGIZER HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in millions, except per share and percentage data)

grant for 80,000 shares was awarded to a group of key senior executives and consists of two pieces: 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 2008 fiscal year, which was October 30, 2008, contingent upon the Company’s compound annual growth in earnings per share (CAGR) for the three year period ending on September 30, 2008. If a CAGR of 10% is achieved, an additional 25% of the grant vests. The remaining 50% vests in its entirety only if the Company achieves a CAGR at or above 15%, with smaller percentages of that remaining 50% vesting if the Company achieves a CAGR between 11% and 15%. The Company achieved a CAGR in excess of the 15% target for the three year period ended September 30, 2008. Thus, all performance shares for this particular portion of the October 2005 grant vested on October 30, 2008.

In October 2006, the Board of Directors approved two grants of RSE. First, a grant to key employees included 112,350 shares that vest ratably over four years. The second grant for 303,000 shares was awarded to key senior executives with similar performance and vesting requirements to the RSE award granted in 2005, as described above. The total award expected to vest is amortized over the vesting period.

In October 2007, the Company granted RSE awards to key employees which included approximately 219,800 shares that vest ratably over four years and 11,000 that vest ratably over two years. At the same time, the Company granted RSE awards to key senior executives totaling approximately 267,000 shares 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 2010 fiscal year contingent upon the Company’s CAGR for the three year period ending on September 30, 2010. 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 is amortized over the vesting period.

The Company records estimated expense for the performance based grants based on the cumulative program-to-date CAGR for each respective program unless evidence exists that a different ultimate CAGR is likely to occur.

ENERGIZER HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in millions, except per share and percentage data)

The following table summarizes RSE activity during the current year (shares in millions):

			Weighted-
			Average Grant
	Shares		Date Fair Value
Nonvested RSE at October 1, 2007	0.79		$	57.34
Granted	0.53			116.08
Vested	(0.10	)		59.19
Cancelled	(0.02	)		96.07
Nonvested RSE at September 30, 2008	1.20		$	82.24

As of September 30, 2008, there was an estimated $44.3 of total unrecognized compensation costs related to RSE granted under the Plan, which will be recognized over a weighted-average period of approximately 1.4 years. The actual amount recognized may vary depending on the actual CAGR achieved. The weighted-average fair value for RSE granted in 2008, 2007 and 2006 was $116.08, $73.68 and $52.81, respectively. The fair value of RSE vested in 2008, 2007 and 2006 was $10.4, $9.2 and $6.9, respectively.

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 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.

Other Share-Based Compensation
During the quarter ended December 31, 2005, the Board of Directors approved an award for officers of the Company. This award totaled 196,800 share equivalents and has the same features as the restricted stock award granted to senior executives in October 2005 as discussed above, but will be settled in cash and mandatorily deferred until the individual’s retirement or other termination of employment. During 2007, 20,000 shares were forfeited. All remaining 176,800 share equivalents fully vested as of October 30, 2008 and the Company recorded pre-tax income of $4.4 in the first quarter of fiscal 2009 to reflect the mark to market for this grant from October 1, 2008 through the October 30, 2008 vesting date.

(9) 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 in the following tables.

ENERGIZER HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in millions, except per share and percentage data)

The Company currently provides other postretirement benefits, consisting of health care and life insurance benefits for certain groups of retired employees. Certain retirees are eligible for a fixed subsidy, provided by the Company, toward their total cost of health care benefits. Retiree contributions for health care benefits are adjusted periodically to cover the entire increase in total plan costs. Cost trend rates no longer materially impact the Company’s future cost of the plan.

The Company adopted SFAS 158 on September 30, 2007, on the required prospective basis. We use a September 30 measurement date for our defined benefit pension and postretirement plans.

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

	September 30,
	Pension						Postretirement
	2008			2007			2008			2007
Change in Projected Benefit Obligation
Benefit obligation at beginning of year	$	815.4		$	790.9		$	35.5		$	51.6
Impact of Playtex acquisition		69.6			-			8.1			-
Service cost		33.9			29.9			0.4			0.4
Interest cost		50.6			41.3			2.5			2.9
Plan participants' contributions		1.1			1.2			-			-
Actuarial gain		(107.7	)		(28.8	)		(2.9	)		(17.6	)
Benefits paid		(48.5	)		(42.3	)		(2.7	)		(2.5	)
Plan amendments		(2.6	)		-			(2.9	)		-
Plan settlements		(6.8	)		-			-			-
Foreign currency exchange rate changes		(5.0	)		23.2			(0.3	)		0.7
Projected Benefit Obligation at end of year	$	800.0		$	815.4		$	37.7		$	35.5
Change in Plan Assets
Fair value of plan assets at beginning of year	$	795.2		$	704.8		$	2.0		$	2.4
Impact of Playtex acquisition		61.4			-			-			-
Actual return on plan assets		(118.7	)		100.0			0.1			0.1
Company contributions		18.7			18.2			2.3			2.0
Plan participants' contributions		1.1			1.2			4.0			4.1
Benefits paid		(48.5	)		(42.3	)		(6.7	)		(6.6	)
Plan settlements		(6.8	)		-			-			-
Foreign currency exchange rate changes		(6.4	)		13.3			-			-
Fair value of plan assets at end of year	$	696.0		$	795.2		$	1.7		$	2.0
Funded status at end of year	$	(104.0	)	$	(20.2	)	$	(36.0	)	$	(33.5	)

ENERGIZER HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in millions, except per share and percentage data)

The following table presents the amounts recognized in the Consolidated Balance Sheets and Consolidated Statements of Shareholders’ Equity.

	Pension						Postretirement
	2008			2007			2008			2007
Amounts Recognized in the Consolidated Balance Sheets
Noncurrent assets	$	42.5		$	125.2		$	-		$	-
Current liabilities		(6.5	)		(6.2	)		(1.9	)		(0.9	)
Noncurrent liabilities		(140.0	)		(139.2	)		(34.1	)		(32.6	)
Net amount recognized	$	(104.0	)	$	(20.2	)	$	(36.0	)	$	(33.5	)
Amounts Recognized in Accumulated Other Comprehensive Income
Net loss/(gain)		106.6			38.2			(27.0	)		(26.4	)
Prior service cost (credit)		(9.7	)		(7.4	)		(26.7	)		(25.9	)
Transition obligation		1.4			1.8			-			-
Net amount recognized, pre-tax	$	98.3		$	32.6		$	(53.7	)	$	(52.3	)

Changes recognized in other comprehensive income for the year ended September 30, 2008 are as follows:

Changes in plan assets and benefit obligations	Pension			Postretirement
recognized in other comprehensive income
New prior service cost	$	(2.6	)		$ (2.9	)
Net loss/(gain) arising during the year		74.3			(2.8	)
Effect of exchange rates on amounts included in AOCI		(2.3	)		0.1
Amounts recognized as a component of net periodic benefit cost
Amortization, settlement or curtailment recognition of net transition
asset (obligation)		(0.5	)		-
Amortization or curtailment recognition of prior service credit (cost)		0.6			2.1
Amortization or settlement recognition of net gain/(loss)		(3.8	)		2.1
Total recognized in other comprehensive loss/(income)	$	65.7			$ (1.4	)

On September 30, 2007, the Company adopted SFAS No. 158, “Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans – an amendment of FASB Statements No. 87, 88, 106 and 132(R)”. The table below reflects the impact of adopting the provisions of SFAS No. 158 on the components of the Consolidated Balance Sheet as of September 30, 2007:

ENERGIZER HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in millions, except per share and percentage data)

	Before					After
	Application of		SFAS 158			Application of
	SFAS 158		Adjustments			SFAS 158
Other Assets	$	194.7	$	6.5		$	201.2
TOTAL ASSETS		3,546.5		6.5			3,553.0
Other Current Liabilities		608.9		5.4			614.3
Other Liabilities *		423.9		(19.7	)		404.2
TOTAL LIABILITIES		2,913.4		(14.3	)		2,899.1
Accumulated Other Comprehensive Income		26.0		20.8			46.8
TOTAL SHAREHOLDERS' EQUITY		633.1		20.8			653.9
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY	$	3,546.5	$	6.5		$	3,553.0

*Includes Deferred Income Tax liability adjustment of $15.7.

The Company expects to contribute $16.5 to its pension plans in 2009. The Company’s expected future benefit payments are as follows:

	September 30,
	Pension		Postretirement
2009	$	45.9	$	3.6
2010		46.8		3.6
2011		50.1		3.4
2012		54.3		3.3
2013		59.4		3.2
2014 to 2018		368.5		14.0

The accumulated benefit obligation for defined benefit pension plans was $716.8 and $727.2 at September 30, 2008 and 2007, respectively. The information for pension plans with an accumulated benefit obligation in excess of plan assets is as follows:

	September 30,
	2008		2007
Projected benefit obligation	$	189.2	$	200.8
Accumulated benefit obligation		162.9		169.7
Fair value of plan assets		45.8		53.5

Pension plan assets in the U.S. plan represent 79% of assets in all of the Company’s defined benefit pension plans. Investment policy for the U.S. plan includes a mandate to diversify assets and invest in a variety of asset classes to achieve that goal. The U.S. plan's assets are currently invested in several funds representing most standard equity and debt security classes. The broad target allocations are: (a) equities, including U.S. and foreign: 54%, (b) debt securities, including U.S. bonds: 41% and (c) other: 5%. The U.S. plan held no shares of ENR stock at September 30, 2008. Investment objectives are similar for non-U.S. pension arrangements, subject to local regulations.

ENERGIZER HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in millions, except per share and percentage data)

The following table presents pension and postretirement expense:

	September 30,
	Pension									Postretirement
	2008			2007			2006			2008			2007			2006
Service cost	$	33.9		$	29.9		$	26.3		$	0.4		$	0.4		$	0.3
Interest cost		50.6			41.3			38.4			2.5			2.8			3.3
Expected return on plan assets		(63.3	)		(53.2	)		(49.8	)		(0.1	)		(0.1	)		(0.1	)
Amortization of unrecognized prior service cost		(0.6	)		(1.1	)		(0.2	)		(2.1	)		(2.2	)		(2.2	)
Amortization of unrecognized transition asset		0.5			0.4			0.7			-			-			-
Recognized net actuarial loss/(gain)		3.8			6.9			6.2			(2.1	)		(0.3	)		0.1
Net periodic benefit cost	$	24.9		$	24.2		$	21.6		$	(1.4	)	$	0.6		$	1.4

Amounts expected to be amortized from accumulated other comprehensive income into net period benefit cost during the year ending September 30, 2009, are as follows:

	Pension		Postretirement
Net actuarial (loss)/gain	(2.8	)	2.1
Prior service credit	1.5		2.3
Initial net obligation	(0.4	)	-

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

	September 30,
	Pension		Postretirement
	2008	2007	2008	2007
Plan obligations:
Discount rate	7.0%	5.8%	7.5%	6.0%
Compensation increase rate	4.2%	3.9%	3.9%	3.5%
Net periodic benefit cost:
Discount rate	5.9%	5.3%	6.0%	5.7%
Expected long-term rate of return on plan assets	8.0%	8.0%	3.7%	5.5%
Compensation increase rate	4.0%	3.8%	3.5%	3.6%

The expected return on plan assets was determined based on historical and expected future returns of the various asset classes, using the target allocations described below. Specifically, the expected return on equities (U.S. and foreign combined) is 9.5%, and the expected return on debt securities (including higher-quality and lower-quality bonds) is 5.5%.

(10) Defined Contribution Plan
The Company sponsors a defined contribution plan, which extends participation eligibility to substantially all U.S. employees. The Company matches 50% of participants' before-tax contributions up to 6% of eligible compensation. In addition, participants can make after-tax contributions into the plan. The participant’s after-tax contribution of 1% of eligible compensation is matched with a 325% Company contribution to the participant’s pension plan account. Amounts charged to expense during fiscal 2008, 2007 and 2006 were $8.5, $5.6 and $5.4, respectively, and are reflected in SG&A and cost of products sold in the Consolidated Statements of Earnings. The increase in expense for 2008 was due primarily to the addition of Playtex.

ENERGIZER HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in millions, except per share and percentage data)

(11) Debt
Notes payable at September 30, 2008 and 2007 consisted of notes payable to financial institutions with original maturities of less than one year of $264.4 and $43.0, respectively, and had a weighted-average interest rate of 4.7% and 6.7%, respectively.

The detail of long-term debt at September 30 for the year indicated is as follows:

	2008		2007
Private Placement, fixed interest rates ranging from 4.2% to 7.3%, due 2009 to 2017	$	2,230.0	$	1,475.0

Term Loan, variable interest at LIBOR + 100 basis points, or 5.05%, due 2012		465.5		-

Singapore Bank Syndication, multi-currency facility, variable interest at		-		107.0
LIBOR + 80 basis points, or 4.85%, due 2010

Total long-term debt, including current maturities		2,695.5		1,582.0
Less current portion		106.0		210.0
Total long-term debt	$	2,589.5	$	1,372.0

The Company maintains total committed debt facilities of $3,449.9, of which $479.0 remained available as of September 30, 2008.

Under the terms of the Company’s debt facilities, the ratio of the Company’s indebtedness to its EBITDA cannot be greater than 4.00 to 1, and may not remain above 3.50 to 1 for more than four consecutive quarters. 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 exceeded 3.50 to 1. In addition, the ratio of its current year Earnings Before Interest and Taxes (EBIT) to total interest expense must exceed 3.00 to 1. The Company’s ratio of indebtedness to its pro forma EBITDA, as defined in the agreements, was 3.25 to 1, and the ratio of its pro forma EBIT, as defined in the agreements, to total interest expense was 3.91 to 1 as of September 30, 2008. As a result of the ratio of indebtedness to pro forma EBITDA during fiscal 2008, which was above 3.50 to 1 for the period from January 1, 2008 through September 30, 2008, at which time the ratio reduced to 3.25 to 1, the Company had higher pre-tax interest expense on fixed borrowings of approximately $13.0 for the current year. Failure to comply with the above ratios or other covenants could result in acceleration of maturity, which could trigger cross defaults on other borrowings. The Company believes that covenant violations, which may result in acceleration of maturity, are unlikely. The Company’s fixed rate debt is callable by the Company, subject to a “make whole” premium, which would be required to the extent the underlying benchmark U.S. treasury yield has declined since issuance.

ENERGIZER HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in millions, except per share and percentage data)

deterioration in credit markets could result in an inability to renew the program or renewal on less favorable terms, which may negatively impact compliance reported Debt-to-EBITDA and may require the Company to draw on other available committed debt facilities.

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 minimize refinancing risk in any single year and to optimize the use of free cash flow for repayment.

Aggregate maturities on long-term debt at September 30, 2008 are as follows: $106.0 in 2009, $301.0 in 2010, $266.0 in 2011, $231.0 in 2012, $701.5 in 2013 and $1,090.0 thereafter.

(12) Preferred Stock
The Company’s Articles of Incorporation authorize the Company to issue up to 10 million shares of $0.01 par value of preferred stock. During the three years ended September 30, 2008, there were no shares of preferred stock outstanding.

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

The Company can redeem the Rights at a price of $0.01 per Right at any time prior to the time a person or group actually acquires 20% or more of the outstanding ENR stock (other than in connection with a Permitted Offer). In addition, following the acquisition by a person or group of at least 20%, but not more than 50% of the outstanding ENR stock (other than in connection with a Permitted Offer), the Company may exchange each Right for one share of ENR stock. The Company's Board of Directors may amend the terms of the Rights at any time prior to the time a person or group acquires 20% or more of the outstanding ENR stock (other than in connection with a Permitted Offer) and may amend the terms to lower the threshold for exercise of the Rights. If the threshold is reduced, it cannot be lowered to a percentage that is less than 10% or, if any shareholder holds 10% or more of the outstanding ENR stock at that time, the reduced threshold must be greater than the percentage held by that shareholder. The Rights will expire on April 1, 2010.

ENERGIZER HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in millions, except per share and percentage data)

At September 30, 2008, there were 300 million shares of ENR stock authorized, of which approximately 3.0 million shares were reserved for issuance under the 2000 Incentive Stock Plan.

Beginning in September 2000, the Company’s Board of Directors has approved a series of resolutions authorizing the repurchase of shares of ENR common stock, with no commitments by the Company to repurchase such shares. On July 24, 2006, the Board of Directors approved the repurchase of up to an additional 10 million shares and 8 million shares remain under such authorization as of September 30, 2008. There were no shares repurchased during fiscal year 2008.

(14) Financial Instruments and Risk Management
Foreign Currency Contracts – At times, the Company enters into foreign exchange forward contracts and, to a lesser extent, purchases options and enters into zero-cost option collars to mitigate potential losses in earnings or cash flows on foreign currency transactions. The Company has not designated these financial instruments as hedges for accounting purposes for the year ended September 30, 2008. The Company recorded a pre-tax loss of $1.3 associated with the foreign currency contracts. Foreign currency exposures are primarily related to anticipated intercompany purchase transactions and intercompany borrowings. Other foreign currency transactions to which the Company is exposed include external purchase transactions and intercompany receivables, dividends and service fees.

The contractual amounts of the Company's forward exchange contracts were $71.1 and $67.1 in 2008 and 2007, respectively. These contractual amounts represent transaction volume outstanding and do not represent the amount of the Company's exposure to credit or market loss. Foreign currency contracts are generally for one year or less.

Derivative Securities – The Company uses raw materials that are subject to price volatility. Hedging instruments are used by the Company 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 under SFAS No. 133 “Accounting for Derivative Instruments and Hedging Activities,” as cash flow hedges. To qualify for hedge accounting, the Company uses a regression model to determine effectiveness and expects there to be a high correlation between the hedging instruments and raw material purchases. At September 30, 2008, the fair market value of the Company’s outstanding hedging instruments was an unrealized pre-tax loss of $9.8. Realized gains and losses are reflected as adjustments to the cost of the raw materials. Over the next twelve months, approximately $9.2 of the loss recognized in Accumulated Other Comprehensive Income will be recognized in earnings. The impact of hedge ineffectiveness was immaterial in 2008. Contract maturities for these hedges extend into fiscal year 2010.

Share Options – A portion of the Company’s deferred compensation liabilities is based on Company stock price and is subject to market risk.

At September 30, 2007, the Company held a net-cash settled prepaid share option with a major multinational financial institution to mitigate the impact of changes in the Company’s deferred compensation liabilities. In December 2007, the prepaid feature was removed from the transaction and the Company received cash of $60.5, which was used to repay existing debt. Of the $60.5 received, $46.0 was a return of investment and was classified within investing activities on the Statement of Cash Flows. The remaining $14.5 was a return on investment and was classified as a cash inflow from operating activities on the Statement of Cash Flows. As a result of this change in the share option, the Company will incur yearly fees at LIBOR plus 230 basis points until the contract is settled. The fair market value of the share option was $2.4, as included in other current liabilities, and $59.3, as included in other current assets, at September 30, 2008 and 2007, respectively, with

ENERGIZER HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in millions, except per share and percentage data)

approximately 0.5 million share options outstanding at September 30, 2008 and 2007. The change in fair value of the total share option for the twelve months ended September 30, 2008 and 2007 resulted in expense of $16.2 and income of $23.2, respectively, and was recorded in SG&A.

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

The Company continually monitors positions with, and credit ratings of, counterparties both internally and by using outside rating agencies. The Company has implemented policies that limit the amount of agreements it enters into with any one party. While nonperformance by these counterparties exposes the Company to potential credit losses, such losses are not anticipated although the current economic environment makes such assessments more challenging.

The Company sells to a large number of customers primarily in the retail trade, including those in mass merchandising, drugstore, supermarket and other channels of distribution throughout the world. The Company performs ongoing evaluations of its customers' financial condition and creditworthiness, but does not generally require collateral. The Company’s largest customer had obligations to the Company with a carrying value of $122.3 at September 30, 2008. While the competitiveness of the retail industry presents an inherent uncertainty, the Company does not believe a significant risk of loss from a concentration of credit risk exists with respect to accounts receivable.

Financial Instruments – The Company’s financial instruments include cash and cash equivalents, short-term and long-term debt and foreign currency 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.

At September 30, 2008 and 2007, the fair market value of fixed rate long-term debt was $2,078.5 and $1,423.1, respectively, compared to its carrying value of $2,230.0 and $1,475.0, respectively. The increase in fixed rate debt at September 30, 2008 was due to borrowings to complete the Playtex acquisition. The book value of the Company’s variable rate debt approximates fair value. The fair value of the long-term debt is estimated using yields obtained from independent pricing sources for similar types of borrowing arrangements.

The fair value of foreign currency contracts is the amount that the Company would receive or pay to terminate the contracts, considering first, quoted market prices of comparable agreements, or in the absence of quoted market prices, such factors as interest rates, currency exchange rates and remaining maturities. Based on these considerations, the Company would make an insignificant payment for outstanding foreign currency contracts at September 30, 2008 and 2007. However, these payments are unlikely due to the fact that the Company enters into foreign currency contracts to hedge identifiable foreign currency exposures, and as such would generally not terminate such contracts.

(15) Environmental and Legal Matters
Government Regulation and Environmental Matters – The operations of the Company, like those of other companies engaged in the Household Products and Personal Care businesses, are subject to various federal, state, foreign and local laws and regulations intended to protect the public health and the environment. These regulations primarily relate to worker safety, air and water quality, underground fuel storage tanks and waste handling and disposal. The Company has received notices from the U.S. Environmental Protection Agency, state agencies and/or private parties seeking contribution, that it has been identified as a “potentially responsible party” (PRP) under the Comprehensive Environmental Response, Compensation and Liability Act, and may be required to share in the cost of cleanup with respect to seven federal “Superfund” sites. It may also be required to share in the cost of cleanup with respect to two state-designated sites or other sites outside of the U.S.

ENERGIZER HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in millions, except per share and percentage data)

As a result of the Playtex acquisition certain of the Company’s products are subject to regulation by the United States Food and Drug Administration (FDA).

Legal Proceedings – The Company and its subsidiaries are parties to a number of legal proceedings in various jurisdictions arising out of the operations of its businesses. Many of these legal matters are in preliminary stages and involve complex issues of law and fact, and may proceed for protracted periods of time. The amount of liability, if any, from these proceedings cannot be determined with certainty. However, based upon present information, the Company believes that its ultimate liability, if any, arising from pending legal proceedings, asserted legal claims and known potential legal claims which are likely to be asserted, should not be material to the Company’s financial position, taking into account established accruals for estimated liabilities.

(16) Other Commitments and Contingencies
An international affiliate of the Company has $7.9 of funds deposited in a bank account that is acting as collateral for a bank loan. The Company has reflected this bank deposit as restricted cash, which is included in other current assets on the Consolidated Balance Sheets. The loan was initiated in June 2004 for a three month period. At each maturity, the Company renewed the agreement. As the loan amount changes, the funds on deposit will be required to increase or decrease with the loan amount. The impact of this transaction is reflected in the investing section of the Consolidated Statements of Cash Flows.

Total rental expense for all operating leases was $28.9, $28.0 and $27.1 in 2008, 2007 and 2006, respectively. Future minimum rental commitments under noncancellable operating leases in effect as of September 30, 2008, were $18.5 in 2009, $14.7 in 2010, $10.7 in 2011, $6.3 in 2012, $4.6 in 2013 and $7.2 thereafter. These leases are primarily for office facilities.

ENERGIZER HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in millions, except per share and percentage data)

(17) Supplemental Financial Statement Information

The components of certain balance sheet accounts at September 30 for the years indicated are as follows:

	2008		2007
Inventories
Raw materials and supplies	$	77.7	$	65.1
Work in process		137.9		109.4
Finished products		459.0		407.8
Total inventories	$	674.6	$	582.3
Other Current Assets
Miscellaneous receivables	$	47.1	$	41.1
Deferred income tax benefits		119.7		91.2
Prepaid expenses		75.7		68.1
Share option		-		59.3
Other		15.3		10.8
Total other current assets	$	257.8	$	270.5
Property at Cost
Land	$	37.3	$	25.3
Buildings		251.9		206.7
Machinery and equipment		1,459.0		1,294.0
Construction in progress		115.4		54.5
Total gross property		1,863.6		1,580.5
Accumulated depreciation		1,028.1		930.6
Total property, plant and equipment, net	$	835.5	$	649.9
Other Assets
Pension asset	$	42.5	$	125.2
Deferred income tax benefits		-		21.0
Deferred charges and other assets		42.3		34.8
Total other assets	$	84.8	$	181.0
Other Current Liabilities
Accrued advertising, promotion and allowances	$	324.3	$	306.8
Accrued salaries, vacations and incentive compensation		123.0		112.1
Returns reserve		47.8		-
Other		233.8		188.3
Total other current liabilities	$	728.9	$	607.2
Other Liabilities
Pensions and other retirement benefits	$	176.7	$	175.3
Deferred compensation		138.8		161.6
Deferred income tax liabilities		489.9		-
Other noncurrent liabilities		63.8		47.1
Total other liabilities	$	869.2	$	384.0

ENERGIZER HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in millions, except per share and percentage data)

ALLOWANCE FOR DOUBTFUL ACCOUNTS	2008			2007			2006
Balance at beginning of year	$	9.8		$	10.9		$	12.5
Impact of Playtex acquisition		4.0			-			-
Provision charged to expense, net of reversals		(0.2	)		(0.2	)		-
Write-offs, less recoveries, translation, other		(2.4	)		(0.9	)		(1.6	)
Balance at end of year	$	11.2		$	9.8		$	10.9


INCOME TAX VALUATION ALLOWANCE	2008			2007			2006
Balance at beginning of year	$	4.9		$	10.7		$	15.1
Impact of Playtex acquisition		5.0			-			-
Provision charged to expense		0.1			0.5			1.8
Reversal of provision charged to expense		(0.4	)		(4.3	)		(5.7	)
Write-offs, translation, other		(0.5	)		(2.0	)		(0.5	)
Balance at end of year	$	9.1		$	4.9		$	10.7


SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION

	2008			2007			2006
Interest paid	$	143.6		$	90.4		$	66.7
Income taxes paid		90.6			108.5			113.3

(18) Segment Information
In the first quarter of fiscal 2008, the Company revised its operating segment presentation. Operations for the Company are managed via two segments - Household Products (Battery and Lighting Products) and Personal Care (wet shave, skin, feminine 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 reduction in gross profit associated with the write-up and subsequent sale of the inventory acquired in the Playtex acquisition and the acquisition 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, as it is a non-recurring item directly associated with the Playtex acquisition. 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. The Company applies a fully allocated cost basis in which shared business functions are allocated between the businesses.

Wal-Mart Stores, Inc. and its subsidiaries accounted for 20.8%, 18.8% and 18.5% of total net sales in 2008, 2007 and 2006, respectively, primarily in North America. Corporate assets shown in the following table include all cash and cash equivalents, financial instruments, pension assets and deferred tax assets that are managed outside of operating segments.

ENERGIZER HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in millions, except per share and percentage data)

Net Sales	2008			2007			2006
Household Products	$	2,474.3		$	2,376.3		$	2,147.1
Personal Care		1,856.7			988.8			929.8
Total net sales	$	4,331.0		$	3,365.1		$	3,076.9

	2008			2007			2006
Profitability
Household Products	$	489.1		$	472.3		$	442.3
Personal Care		322.5			155.5			127.7
Total segment profitability		811.6			627.8			570.0
General corporate and other expenses		(104.9	)		(111.5	)		(128.9	)
Acquisition inventory valuation		(27.5	)		-			-
Amortization of intangibles		(14.0	)		(5.4	)		(5.3	)
Interest and other financial items		(192.0	)		(76.7	)		(79.2	)
Total earnings before income taxes	$	473.2		$	434.2		$	356.6

Depreciation and Amortization
Household Products	$	67.0		$	66.5		$	65.8
Personal Care		59.4			42.2			43.0
Total segment depreciation		126.4			108.7			108.8
Corporate		14.9			6.3			8.7
Total depreciation and amortization	$	141.3		$	115.0		$	117.5

Total Assets
Household Products	$	1,505.5		$	1,474.4
Personal Care		1,066.3			664.1
Total segment assets		2,571.8			2,138.5
Corporate		375.3			724.0
Goodwill and other intangible assets		2,869.6			663.2
Total assets	$	5,816.7		$	3,525.7

Capital Expenditures
Household Products	$	79.3		$	54.2		$	48.7
Personal Care		78.9			34.1			37.5
Total segment capital expenditures		158.2			88.3			86.2
Corporate		1.8			0.3			8.7
Total capital expenditures	$	160.0		$	88.6		$	94.9

Geographic segment information on a legal entity basis:

	2008			2007			2006
Net Sales to Customers
United States	$	2,207.8		$	1,561.4		$	1,474.5
International		2,123.2			1,803.7			1,602.4
Total net sales	$	4,331.0		$	3,365.1		$	3,076.9

Long-Lived Assets
United States	$	591.8		$	541.4
Germany		136.8			137.9
Other International		191.7			151.6
Total long-lived assets	$	920.3		$	830.9

ENERGIZER HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in millions, except per share and percentage data)

The Company’s international net sales are derived from customers in numerous countries, with sales to customers in Canada representing 5.4%, 4.5% and 4.5% and sales to customers in Japan representing 3.4%, 4.4% and 5.0% of the Company’s total sales in 2008, 2007 and 2006, respectively. Sales to customers in all other single foreign countries represented less than 5% of the Company’s total sales for each of the three years ended September 30.

Supplemental product information is presented below for net sales:

	2008		2007		2006
Net Sales
Alkaline batteries	$	1,490.1	$	1,461.9	$	1,338.0
Carbon zinc batteries		225.2		249.9		242.2
Other batteries and lighting products		759.0		664.5		566.9
Wet Shave		1,085.0		988.8		929.8
Skin Care		364.1		-		-
Feminine Care		222.6		-		-
Infant Care		185.0		-		-
Total net sales	$	4,331.0	$	3,365.1	$	3,076.9

ENERGIZER HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in millions, except per share and percentage data)

(19) Quarterly Financial Information – (Unaudited)
The results of any single quarter are not necessarily indicative of the Company’s results for the full year. Net earnings of the Company are significantly impacted in the first quarter by the additional battery product sales volume associated with the December holiday season, and for fiscal 2008 and beyond, in the second and third quarters by seasonal sun care shipments. The fourth quarter of 2008 also included higher hurricane-related shipments and early holiday season buy-in as discussed in Management’s Discussion and Analysis of Results of Operations and Financial Conditions.

	First			Second			Third			Fourth
Fiscal 2008

Net sales	$	1,189.9		$	951.0		$	1,066.7		$	1,123.4
Gross profit		536.2			457.8			509.0			534.7
Net earnings		102.6			60.9			66.7			99.1

Basic earnings per share	$	1.79		$	1.06		$	1.16		$	1.71
Diluted earnings per share	$	1.74		$	1.03		$	1.13		$	1.67

Items increasing/(decreasing) net earnings:
Acquisition inventory valuation, net of tax	$	(15.5	)	$	(1.0	)	$	-		$	-
Integration costs, net of tax		(3.7	)		(2.7	)		(1.9	)		(3.1	)
Provisions for restructuring and related costs, net of tax		(1.5	)		(0.2	)		-			(0.3	)
Adjustments to prior years' tax accruals		-			-			(4.0	)		2.9

	First			Second			Third			Fourth
Fiscal 2007

Net sales	$	959.2		$	730.9		$	800.0		$	875.0
Gross profit		454.2			346.3			378.5			425.7
Net earnings		122.3			66.6			62.5			70.0

Basic earnings per share	$	2.16		$	1.18		$	1.10		$	1.23
Diluted earnings per share	$	2.08		$	1.14		$	1.06		$	1.19

Items increasing/(decreasing) net earnings:
Provisions for restructuring and related costs, net of tax	$	(2.3	)	$	(3.0	)	$	(2.3	)	$	(4.6	)
Adjustments to prior years' tax accruals		-			-			3.5			4.4
Tax benefits recognized related to prior years' losses		-			-			4.3			-
Deferred tax benefit due to statutory rate change		-			-			-			9.7

Exhibit 21

		Jurisdictions of
	Subsidiary Name	Incorporation	Percentage of Control
	Energizer Argentina S.A.	Argentina	100%
	Energizer Australia Pty. Ltd.	Australia	100%
*	Playtex Products (Australia) Pty. Ltd.	Australia	100%
	Energizer Group Austria Handels GmbH	Austria	100%
	Energizer Sales Ltd.	Barbados	100%
	Energizer Group Belgium S.A.	Belgium	100%
	Energizer Insurance Company Ltd.	Bermuda	100%
	Energizer Group do Brasil Imp.Exp.Com.Ltd.	Brazil	100%
*	Energizer do Brasil Ltda.	Brazil	100%
	Smile- Tote, Inc.	California	100%
	Energizer Canada Inc.	Canada	100%
*	Playtex Limited	Canada	100%
	Energizer Cayman Islands Limited	Cayman Islands	100%
	Schick Cayman Islands Limited	Cayman Islands	100%
	Eveready de Chile S.A.	Chile	100%
	Energizer (China) Co., Ltd.	China	100%
	Schick (Guangzhou) Company Ltd.	China	100%
	Eveready de Colombia, S.A.	Colombia	100%
+	ECOBAT s.r.o.	Czech Republic	16.66%
	Energizer Czech spol.sr.o.	Czech Republic	100%
	EBC Batteries, Inc.	Delaware	100%
	Energizer Asia Pacific, Inc.	Delaware	100%
	Energizer Battery, Inc.	Delaware	100%
	Energizer International, Inc.	Delaware	100%
	Energizer Middle East and Africa Limited	Delaware	100%
	Energizer Personal Care, Inc.	Delaware	100%
	Energizer (South Africa) Ltd.	Delaware	100%
	Eveready Battery Company, Inc.	Delaware	100%
	Energizer Battery Manufacturing, Inc.	Delaware	100%
	Energizer Receivables Funding Corporation	Delaware	100%
	Energizer Group, Inc.	Delaware	100%
	Energizer-Schick Taiwan Ltd.	Delaware	100%
	Personal Care Group, Inc.	Delaware	100%
	Personal Care Holdings, Inc.	Delaware	100%
	Playtex Products, Inc.	Delaware	100%
	Playtex Sales & Services, Inc.	Delaware	100%
	Playtex Manufacturing, Inc.	Delaware	100%
	Playtex Investment Corp.	Delaware	100%
	Playtex International Corp.	Delaware	100%
	Playtex Marketing Corp.	Delaware	50%
	Schick Manufacturing, Inc.	Delaware	100%
	Sun Pharm, LLC	Delaware	100%
	Sun Pharmaceuticals Corp.	Delaware	100%
	Tanning Research Laboratories, LLC	Delaware	100%
	TH Marketing Corp.	Delaware	100%
	Energizer Group Dominican Republic S.A	Dominican Republic	100%

	Eveready Ecuador C.A.	Ecuador	100%
	Energizer Egypt S.A.E.	Egypt	70.02%
	Schick Egypt LLC	Egypt	100%
	Tiki Hut Holding Company, Inc.	Florida	100%
	Tanning Research Laboratories, Inc.	Florida	100%
	Hawaiian Tropic Europe, Inc.	Florida	100%
+	COREPILE	France	20%
	Energizer Group France SAS	France	100%
	Energizer Deutschland G.m.b.H. & Co. KG	Germany	100% Partnership
	Energizer Finanzierungs GbR	Germany	100% Partnership
	Energizer Management Holding Verwaltungs mbH	Germany	100%
	Wilkinson Sword GmbH	Germany	100%
	Energizer Hellas A.E.	Greece	100%
	Energizer Hong Kong Limited	Hong Kong	100%
	Eveready Hong Kong Company	Hong Kong	100% Partnership
*	Playtex Products (Hong Kong) Ltd.	Hong Kong	100%
	Schick Asia Limited	Hong Kong	100%
	Sonca Products Limited	Hong Kong	100%
	Energizer Hungary Trading Ltd.	Hungary	100%
+	RE'LEM Public Benefit Company	Hungary	33.3%
*	EBC (India) Company Private Limited	India	100%
*	Energizer India Private Limited	India	100%
	PT Energizer Indonesia	Indonesia	100%
	Energizer Ireland Limited	Ireland	100%
	Energizer Group Italia S.p.A.	Italy	100%
	Schick Japan K.K.	Japan	100%
	Eveready East Africa Limited	Kenya	10.73% (Public)
	Energizer Korea Ltd.	Korea	100%
	Energizer Malaysia SDN.BHD.	Malaysia	80%
	Eveready de Mexico S.A. de C.V.	Mexico	100%
	Energizer Group Holland B.V.	Netherlands	100%
	Tropria Holding B.V.	Netherlands	100%
	Energizer NZ Limited	New Zealand	100%
	Carewell Industries, Inc.	New York	100%
	Schick & Energizer Peru S.A.	Peru	100%
	Energizer Philippines, Inc.	Philippines	100%
	Energizer Polska Sp. zo.o	Poland	100%
+	REBA Organizacja Odzysku S.A.	Poland	20%
+	ECOPILHAS LDA.	Portugal	16.66%
	Energizer Group Portugal Unipessoal, Lda. (formerly Wilkinson Sword Artigos de Higiene Unipessoal Ltda.)	Portugal	100%
	Energizer Puerto Rico, Inc.	Puerto Rico	100%
	Energizer LLC	Russia	100%
	Energizer Asia Investments Pte. Ltd.	Singapore	100%
	Energizer Singapore Pte. Ltd.	Singapore	100%
	Energizer Slovakia, Spol.Sr.O.	Slovak Republic	100%
	Energizer Group España S.A. (Formerly Wilkinson Sword S.A.E.)	Spain	100%
	Energizer Lanka Limited	Sri Lanka	69.91% (Public)
	Energizer Group Sweden AB	Sweden	100%

	Energizer SA	Switzerland	100%
	Energizer (Thailand) Limited	Thailand	100%
	Wilkinson Sword Tras Urunleri Ticaret Limited Sirketi	Turkey	100%
	Berec Overseas Investments Limited	United Kingdom	100%
	Energizer Financial Service Centre Ltd.	United Kingdom	100%
	Energizer Holdings UK Co. Limited	United Kingdom	100%
	Energizer Investments UK Limited	United Kingdom	100%
	Energizer Group Limited	United Kingdom	100%
	Energizer Trust Limited	United Kingdom	100%
	Ever Ready Limited	United Kingdom	100%
	Wilkinson Sword Limited	United Kingdom	100%
*	Wilkinson Sword (1999) Limited	United Kingdom	100%
*	EBC Uruguay, S. A.	Uruguay	100%
	Eveready de Venezuela, C.A.	Venezuela	100%
	Energizer Group Venezuela C.A.	Venezuela	100%

*		In liquidation/amalgamation
+		Non - profit corporation

Exhibit 23

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in the Registration Statements on Form S-8 (Nos. 333-33690, 333-33676 and 333-35116) of Energizer Holdings, Inc. of our report dated November 26, 2008 relating to the financial statements and the effectiveness of internal control over financial reporting, which appears in the 2008 Annual Report to Shareholders, which is incorporated in this Annual Report on Form 10-K.

St. Louis, Missouri
November 26, 2008

Exhibit 31(i)

Certification of Chief Executive Officer

I, Ward M. Klein, certify that:

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

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

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

4.		The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a- 15(e) and 15d-15(e)) 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 annual 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 fourth 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: November 26, 2008

Ward M. Klein

Chief Executive Officer

Exhibit 31(ii)

Certification of Executive Vice President and Chief Financial Officer

I, Daniel Sescleifer, certify that:

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

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

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

4.		The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a- 15(e) and 15d-15(e)) 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 annual 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 fourth 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: November 26, 2008

Daniel J. Sescleifer

Executive Vice President and Chief Financial Officer

Exhibit 32(i)

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of Energizer Holdings, Inc. (the "Company") on Form 10-K for the year ending September 30, 2008 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: November 26, 2008

Ward M. Klein

Chief Executive Officer

Exhibit 32(ii)

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of Energizer Holdings, Inc. (the "Company") on Form 10-K for the year ending September 30, 2007 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: November 26, 2008

Daniel J. Sescleifer

Executive Vice President and Chief Financial Officer

Market Price Range

	FY2008	FY2007
First Quarter	$99.20 - $119.60	$65.46 - $80.44
Second Quarter	$85.01 - $113.25	$71.19 - $88.34
Third Quarter	$71.25 - $93.85	$84.68 - $102.00
Fourth Quarter	$66.35 - $90.00	$87.64 - $114.18