10-K

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

____________________________________

FORM 10-K

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

For the fiscal year ended September 30, 2009

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 whether the registrant has submitted electronically and posted on its corporate Web site every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was require to submit and post such files.

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: X      No:

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

The aggregate market value of the voting common equity held by nonaffiliates of the registrant as of the close of business on March 31, 2009 the last day of the registrant’s most recently completed second quarter: $2,857,371,226.

(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 20, 2009: 69,765,199.

DOCUMENTS INCORPORATED BY REFERENCE

1. Portions of Energizer Holdings, Inc. 2009 Annual Report (Parts I and II of Form10-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 25, 2010. The Proxy Statement will be filed within 120 days of the end of the fiscal year ended September 30, 2009. (Part III of Form 10-K).

PART I

Item 1. Business.

General

     Energizer Holdings, Inc., incorporated in Missouri in 1999, is one of the world’s largest manufacturers and marketers of primary batteries, portable lighting and personal care products in the wet shave, skin care, feminine care and infant care 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 portable 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, we completed the acquisition of the Schick-Wilkinson Sword (SWS) business from Pfizer, Inc. SWS is the second largest manufacturer and marketer of men’s and women’s wet shave products in the world. Its portfolio of products include: the Quattro for Women, Intuition, Lady Protector and Silk Effects Plus women’s shaving systems and the Quattro and Protector men’s shaving systems, as well as the Quattro, Xtreme 3, and Slim Twin/Exacta disposables. SWS has over 75 years of history in the shaving products industry with a reputation for high quality and innovation in shaving technology. SWS products are sold in more than 140 countries. On June 5, 2009, we completed the acquisition of the Edge and Skintimate shave preparation brands from S.C. Johnson & Son, Inc. (SCJ). This added U.S. market leading shave preparation brands to our existing wet shave product portfolio.

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

     Our subsidiaries operate a number of manufacturing and packaging facilities in 14 countries on five continents, as listed in Item 2 below, and employ over 4,500 colleagues in the United States and approximately 11,000 in foreign jurisdictions.

     On May 20, 2009, the Company completed a public offering of shares of common stock under which it sold 10,925,000 shares at a price to the public of $49.00 per share. The Company used the net proceeds of the offering to acquire the shave preparation business of S.C. Johnson & Son, Inc. and the balance will be used for general corporate purposes, including the repayment of indebtedness.

Principal Products

Household Products

     Energizer’s Household products division manufactures and markets one of the most extensive product portfolios in household batteries, specialty batteries and portable lighting products. We offer batteries using carbon zinc, alkaline, rechargeable and lithium technologies. These products are marketed and sold into the price, premium and performance segments. This allows us to penetrate the broad range of the market and meet most consumer needs. We distribute our portfolio of household and specialty batteries and portable lighting products through a far-reaching global distribution network, which also provides a platform for the distribution of our personal care products. Since the invention of the first D cell battery by our predecessor in the business in 1893, we have been committed to developing and marketing innovative new products for the portable power and portable lighting products market. Energizer has continued this dedication to innovation by introducing multiple new products, including extending our lithium battery technology to the first lithium AAA battery in 2003, and, in 2008, by introducing the Advanced Lithium battery, which performs four times better in high drain devices versus alkaline batteries. Advanced Lithium provides a mid-range price point for consumers to meet their high-drain device needs. In 2009, Energizer announced the first zinc air prismatic battery, which is the highest energy density battery of any consumer portable power solution (either disposable or rechargeable).

     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.

     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 over the last two years coincident with the global economic recession. We believe household battery volume growth has also been dampened by cautious retailer inventory investments and an increasing number of new devices powered by built-in rechargeable battery systems.

     Pricing actions in response to rising material costs has raised retail prices over time. Pricing actions are not always available to fully offset material cost increases, especially in highly competitive markets. In addition, we have had some shift by consumers to larger package sizes, and increased retailer support of private label products, both of which sell at lower per unit prices. The long-term impact on overall category value resulting from the current economic downturn, new device trends, migration to private label brands, larger package sizes and retailer inventory investment strategies is difficult to predict at this time.

     Energizer is well positioned to meet the needs of customer and consumer demands for household and specialty batteries and portable lighting products, leveraging category expertise, retail understanding and its broad portfolio of products to give Energizer a strong presence across the retail channels. We believe we have a leading market share presence in most of the major markets in which we compete.

Personal Care

The Personal Care division includes wet shave products sold under the Schick and WilkinsonSword, Edge and Skintimate 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.

     We manufacture and distribute Schick and Wilkinson Sword razor systems, composed of razor handles and refillable blades, and disposable shave products for men and women. We market our wet shave products in more than 140 countries worldwide. Our primary markets are the U.S., Canada, Japan and the larger countries of Western Europe, and we estimate our overall share of the wet shave category for these major markets at approximately 20% in 2009, 2008 and 2007. We currently maintain the #2 global market share position in wet shaving. 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.

     With the acquisition of the Edge and Skintimate shave preparation brands, we added U.S. market leading shave preparation products to our wet shave portfolio.

     Schick-Wilkinson Sword, or “SWS,” has gained recognition for its innovation and development of new products designed to improve the shaving experience, including the introduction of the “Intuition” women’s system in 2003, a unique system incorporating a three-bladed razor surrounded by a skin conditioning solid which lathers, shaves and provides extra moisture in one step. In 2003, SWS introduced the “Quattro” men’s shaving system, the first four blade razor system for men. Since then, SWS has continued to introduce a number of extensions and improvements to these flagship systems.

     With the acquisition of Playtex Products, Inc., a leading North American manufacturer and marketer in the skin, feminine and infant care product categories, we added a diversified portfolio of well-recognized branded consumer products.

     In skin care, we market sun care products under the BananaBoat and Hawaiian Tropic brands. We believe these brands, on a combined basis, hold a leading market share 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. We also offer Wet Ones, the leader in the U.S. portable hands wipes category, and Playtex household gloves, the branded household glove leader in the U.S.

     In feminine care, we believe Playtex is the second largest selling tampon brand overall in the U.S. We offer plastic applicator tampons under the Playtex Gentle Glide and Playtex Sport brands, and Playtex Personal Cleansing Cloths, a pre-moistened wipe for feminine hygiene.

     In infant care, we market a broad range of products including bottles, cups, and a full line of mealtime products including plates, utensils and placemats under the Playtex brand name. We also offer a line of pacifiers, including the Ortho-Pro and Binky pacifiers. We believe our Playtex Diaper Genie brand of diaper disposal systems leads the U.S. diaperpail category. The Diaper Genie brand consists of the diaper pail unit and refill liners. The refill liners individually seals diapers in an odor-proof plastic film.

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.

     We believe we have 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 U.S., Household Products and Personal Care each has a dedicated commercial organization reflecting the scale and importance of these businesses. Since October 1, 2007, the Playtex and SWS sales forces in the U.S. have been combined to form a team focused on our Personal Care product lines. Outside the U.S. and Canada, the commercial teams market our full portfolio of product offerings. 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 2009, 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 2009, this customer accounted for, in the aggregate, approximately 21.4% of Energizer’s sales. Because of the short period between order and shipment date (generally less than one month) for most of our orders, the dollar amount of current backlog is not material and is not considered to be a reliable indicator of future sales volume.

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”, “Edge”, “Skintimate”, “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 and portable lighting, 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 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, 2009, Energizer owned (directly or beneficially) approximately 980 unexpired United States patents which have a range of expiration dates from October 2009 to January, 2027, and had approximately 400 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, 2009, Energizer owned (directly or beneficially) approximately 2,400 foreign patents and had approximately 1,340 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 purchases of batteries by consumers during the December holiday season, and increases in retailer inventories during autumn. In addition, natural disasters such as hurricanes can create conditions that drive increased 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 over the last two years due primarily to reduced inventory investment by retailers and soft overall category consumption due, in part, to the recent economic downturn. Our principal battery competitors in the U.S. are Duracell International, Inc., a subsidiary of Procter & Gamble Company, and Spectrum Brands, Inc. We believe 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 a growing consumer product segment worldwide. The wet shave segment of that business, the segment in which we participate, 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 growth trend predicted for the wet shave segment in Latin American, Asian and Eastern European countries. Our 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 a variety of competitors in the fragmented infant care market. In feminine care, we believe private label sales by large retailers in the U.S. have been growing.

     We believe we have a significant market position in most geographic markets in which our 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 eight 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 $9.1 million for estimated liabilities at September 30, 2009, 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

     Additional descriptions of the business of Energizer in response to Item 1, and the summary of selected financial data appearing under “ENERGIZER HOLDINGS, INC. - MANAGEMENT’S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION, are included in Exhibit 13 attached hereto. This information will also appear in the Energizer Holdings, Inc. 2009 Annual Report.

Item 1A. Risk Factors.

     The following risks and uncertainties could materially adversely affect our business, results of operations, consolidated financial condition and cash flows. 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.

Energizer faces risks associated with the recent global recession and creditcrisis.

     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 have recently heightened as economic conditions globally deteriorated significantly and may remain at a recessionary level for the foreseeable future. Such 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 repay debt as it becomes due. Tighter credit markets could also result in supplier or customer disruptions.

     The recent economic crisis has caused a number of our retailer customers to reduce their inventories and more critically analyze their inventory management and product offerings, including possibly shifting purchasing patterns to lower-cost options such as private label. Further reduction in inventories beyond current lower levels would negatively impact Energizer’s operating results, and tighter inventory management could result in discontinuation, delisting or reduced distribution of our products. In addition, declining financial performance by certain of our retailer customers could, in addition to reductions in inventories, impact their ability to pay us on a timely basis, or at all. 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.

     In light of recent as well as potential future unfavorable economic conditions, Energizer’s earnings performance in the near term may be hampered, and our opportunities to further reduce discretionary spending may be limited, or may have a greater than anticipated negative impact on future sales or brand equity.

Energizer’s failure to generate sufficient cash to meet our liquidity needs may affect our ability to service our indebtedness and grow our business.

     Energizer’s current debt level remains at almost $2.6 billion due primarily to the financing of the Playtex acquisition in fiscal year 2008. Over the next twelve months, we have approximately $100 million of scheduled debt maturities. Our current debt structure, consisting of unsecured notes, revolving credit facilities and term loans with leading financial institutions, all of which are subject to certain debt ratio covenants, and a receivables securitization facility subjects us to certain risks, particularly in light of tightened debt capital markets, banks exerting more leverage in obtaining more favorable terms, and challenges to the solvency of some banks and financial institutions as well as other economic and market developments. Future declines in our operating cash flows or earnings performance as a result of the impact of the recent economic downturn on our customers or consumers, foreign currency movements, or other unanticipated reasons, could negatively impact our ability to reduce outstanding debt as planned, and could hinder our ability to remain in compliance with our debt covenants. In addition, Energizer is subject to interest rate risk for $328.6 million of indebtedness and would be subject to increased interest payments if LIBOR, which is currently at historically low levels, increases. In the event of default under our credit facilities, it is likely that we would be required to seek amendments or waivers under the credit agreements and the private placement note agreements, or to refinance the debt, in whole or in part. Our ability to secure such amendments or waivers, or to refinance the debt, would depend on conditions in the credit markets and our financial condition at the time. There is no assurance that we could obtain such amendments or waivers or effect such refinancing. If amendments, waivers or refinancing were to occur, there can be no assurance that we would be able to do so on terms and conditions similar to our current debt structure. Based on the current credit markets, we anticipate that a refinancing at this time would result in unfavorable credit terms as compared to our current debt package. Other adverse consequences could include:

• a significant portion of Energizer’s cash from operations could be dedicated to the payment of interest and principal on our 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’s indebtedness contains various covenants which limit management’s discretion in the operation of the business and the failure to comply with such covenants could have a material adverse effect on the business, financial condition and results of operations.

     Our credit agreements and the agreements governing our private placement notes contain various restrictive covenants and financial ratio requirements. These requirements could:

• increase our vulnerability to general adverse economic and industry conditions;
   
• require us to dedicate a substantial portion of our cash to debt repayment, thereby reducing funds available to fund working capital, capital expenditures, acquisitions and investments and other general corporate purposes;
   
• limit our flexibility in planning for, or reacting to, changes in our business and the markets in which we operate;
   
• adversely affect our ability to expand our business, market our products and make investments and capital expenditures;
   
• adversely affect our ability to pursue our acquisition strategy;
   
• place us at a competitive disadvantage as compared to our competitors that have less debt; and
   
• limit, among other things, our ability to borrow additional funds.

Any failure to comply with the restrictions of these agreements may result in an event of default. An event of default may allow the lenders, if the agreements so provide, to accelerate the related debt as well as any other debt to which a cross-acceleration or cross-default provision applies. In addition, the credit agreement lenders may be able to terminate any commitments they had made to supply us with further funds.

The recent credit crisis may impede Energizer’s ability to successfully access capital markets and ensure adequate liquidity.

     The global credit markets have been experiencing significant disruption and volatility in recent months as evidenced by a lack of liquidity in the debt capital markets, significant write-offs in the financial services sector, the re-pricing of credit risk in the broadly syndicated credit market and failure of certain major financial institutions. As a result, in some cases, the ability or willingness of traditional sources of capital to provide financing has been reduced. Such market disruptions may increase our cost of borrowing or affect our ability to access one or more financial markets. If we are not able to access debt capital markets at competitive rates, our ability to implement our business plan and strategy will be negatively affected. In addition, Energizer’s receivables securitization facility is subject to annual renewal by participating financial institutions, and the failure to renew this facility at sufficient funding levels in future years could require us to increase borrowings through debt facilities, which are subject to our debt ratio covenants, increasing the potential for non-compliance with those covenants.

Energizer’s lenders may have suffered losses related to the weakening economy and may not be able to fund Energizer’s borrowings.

     Our lenders, including the lenders participating in our senior credit facility, may have suffered losses related to their lending and other financial relationships, especially because of the general weakening of the national economy and increased financial instability of many borrowers. As a result, lenders may become insolvent or tighten their lending standards, which could make it more difficult for us to borrow under our senior credit facility or to obtain other financing on favorable terms or at all. Our financial condition and results of operations could be adversely affected if we were unable to draw funds under our senior credit facility because of a lender default or to obtain other cost-effective financing.

If Energizer cannot continue to develop new products in a timely manner, and at favorable margins, it may not be able to compete effectively.

     The battery, portable lighting products, 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 our competitors have made, and continue to make, investments in research and development with the goal of further innovation. The successful development and introduction of new products and line extensions face the uncertainty of retail and consumer acceptance and reaction from competitors, as well as the possibility of cannibalization of sales of our existing products. In addition, our ability to create new products and line extensions and to sustain existing products is affected by whether we can:

• develop and fund research and technological innovations,
   
• receive and maintain necessary intellectual property protections,
   
• obtain governmental approvals and registrations,
   
• comply with governmental regulations, and
   
• anticipate consumer needs and preferences successfully.

The failure to develop and launch successful new products could hinder the growth of our businesses and any delay in the development or launch of a new product could also compromise our competitive position. 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 ours, we may be unable to compete successfully in the market segments affected by these changes.

Competition in Energizer’s industries may hinder our ability to execute our business strategy, achieve profitability, or maintain relationships with existing customers.

     The industries in which Energizer operates, including battery, portable lighting products, 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. Our retailer customers have increasingly sought to obtain pricing concessions or better trade terms, and because of the highly competitive environment in which we operate as well as increasing retailer concentration, their efforts can be successful, resulting in either reduction of our margins, or our relative disadvantage to lower cost competitors. 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 in certain segments than Energizer does, as well as significant scale and negotiating leverage with retailers;
   
• Energizer’s competitors 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;
   
• Loss of key retailer customers to competitors may erode Energizer’s market share; and
   
• Reductions in advertising and promotional spending by Energizer in reaction to reduced consumer demand and the recent economic downturn could impact retailer decisions regarding our product offerings and limit our access to shelf space, as well as our ability to expand distribution to new retailer customers.

In addition, private label brands sold by retail chains, which are typically sold at lower prices, are an increasing source of competition.

     Our ability to compete in the industries in which we operate is directly dependent upon the continuing reputation and success of our brands, particularly the “Energizer”, “Schick”, “Wilkinson Sword”, “Edge”, “Skintimate”, “Playtex”, “Diaper Genie”, “Wet Ones”, “Banana Boat” and “Hawaiian Tropic” brands. The success of these brands can suffer if our marketing plans or new product offerings do not have the desired impact on our brand’s image or ability to attract consumers. Further our operating results could be adversely affected if one of our leading brands suffers damage to its reputation due to real or perceived quality issues.

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 recent recessionary conditions, consumers appear to have reduced primary battery purchases, or shifted purchases to lower cost private label or carbon zinc batteries, or to lower margin, larger package sizes. Similarly, consumers appear to have shifted 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; however, fewer of such devices are designed to utilize our batteries and other socket insert batteries. These device trends may negatively impact consumption of our products in the future and indicate long-term negative category trends for primary and rechargeable batteries. Development and commercialization of new battery or personal care technologies not available to Energizer could also negatively impact our results and prospects.

Changes in foreign, cultural, political and financial market conditions could impair Energizer’s international operations and financial performance.

     Energizer’s businesses are currently conducted on a worldwide basis, with almost half of our sales in 2009 arising from foreign countries, and a significant portion of our production capacity located overseas. Consequently, Energizer is subject to a number of significant risks associated with our subsidiaries doing business in foreign countries, including:

• the effect of foreign income and withholding taxes and other restrictions on the flow of capital between countries;
   
• the U.S. tax implications of foreign source income and losses, including recent Obama Administration proposals regarding taxation of foreign income and losses;
   
• 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 certain economies;
   
• political or economic instability, government nationalization of business or industries, government corruption, and civil unrest;
   
• legal and regulatory constraints;
   
• tariffs and other trade barriers; and
   
• difficulty in enforcing contractual and intellectual property rights.

Currency fluctuations may significantly increase Energizer’s expenses and affect the results of operations as well as the carrying value of international assets on the balance sheet, especially where the currency is subject to intense political and other outside pressure.

     Almost 50% of Energizer’s sales in 2009 were denominated in local currencies but reported in U.S. dollars, and the strengthening of the U.S. 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. As a result of the recent global economic crisis, exchange rates have been extremely volatile, including in significant devaluations of local currencies against the U.S. dollar in early fiscal 2009 followed by a more gradual weakening of the U.S. dollar in the latter half of fiscal 2009. Changes in currency exchange rates may also affect the relative prices at which Energizer and our foreign competitors sell products in the same market and the relative prices at which Energizer purchases materials and services in foreign markets. There can be no assurance that the U.S. dollar foreign exchange rates will be stable in the future or that fluctuations in such rates will not have a material adverse effect on our business, results of operations or financial condition.

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

     Pricing and availability of raw materials for use in our businesses can be volatile due to numerous factors beyond our control, including general, domestic and international economic conditions, labor costs, production levels, competition, consumer demand, import duties and tariffs and currency exchange rates. This volatility can significantly affect the availability and cost of raw materials for us, and may, therefore, have a material adverse effect on our business, results of operations and financial condition. In the past, substantial increases in the cost of a number of raw materials have been partially offset by price increases. However, there is no certainty that Energizer will be able to offset future increases in raw material prices, especially given the competitive environment. 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 flows related to specific intangible assets, as well as potential changes in market valuations for similar assets, may negatively 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.

Loss of any of our principal customers could significantly decrease our sales and profitability.

     Wal-Mart, together with its subsidiaries, is our largest customer, accounting for approximately 21.4% of net sales in fiscal 2009. Generally, sales to Wal-Mart and our other top customers are made pursuant to purchase orders and we do not have supply agreements or guarantees of minimum purchases from them. As a result, these customers may cancel their purchase orders or reschedule or decrease their level of purchases from us at any time. The loss or a substantial decrease in the volume of purchases by Wal-Mart or any of our other top customers would harm our sales and profitability.

Energizer’s businesses are subject to regulation in the U.S. and abroad.

     The manufacture, packaging, labeling, storage, distribution, advertising and sale of our products are subject to extensive regulation in the U.S. and abroad. This regulation includes, but is not limited to, the following:

• In the U.S., a number of our products and their manufacture are subject to regulation and review and/or approval by the Food and Drug Administration as well as by the Consumer Product Safety Commission and the Environmental Protection Agency;
   
• in the U.S., claims and advertising with respect to our products are regulated by the Federal Trade Commission;
   
• our operations are subject to taxation by federal, state, local and foreign taxing authorities;
   
• in foreign countries where we manufacture or sell our products, we are subject to similar regulation, and in the U.S. by state and local authorities; and
   
• our selling practices are regulated by competition authorities in the U.S. and abroad.

     A finding that we are in violation of, or not in compliance with, applicable laws or regulations could subject us to civil remedies, including fines, damages, injunctions or product recalls, or criminal sanctions, which could be material. Even if a claim is unsuccessful, is not merited or is not fully pursued, the negative publicity surrounding such assertions regarding our products or processes could jeopardize our reputation and brand image. Damage to our reputation or loss of consumer confidence in our products for any of these reasons could have a material adverse effect on our businesses, as well as require resources to rebuild our reputation.

     Our effective tax rate in any year can be significantly impacted by legislative or regulatory changes by taxing authorities, as well as by the profitability or losses of Energizer's various subsidiary operations in both high-tax and low-tax countries. In the United States, as the federal government, as well as state and local governments, struggle with the ongoing economic crisis and large budget deficits, or adopt new governmental welfare or stimulus programs, it is possible that substantial increases in corporate tax rates could be implemented.

     We must comply with various environmental laws and regulations in the jurisdictions in which we operate, including those relating to the handling and disposal of solid and hazardous wastes and the remediation of contamination associated with the use and disposal of hazardous substances. A release of such substances due to accident or an intentional act could result in substantial liability to governmental authorities or to third parties. We have incurred, and will continue to incur, capital and operating expenses and other costs in complying with environmental laws and regulations, including remediation costs relating to our current and former properties and third party waste disposal sites. It is possible that we could become subject to additional environmental liabilities in the future that could cause a material adverse effect on our results of operations or financial condition.

     While we believe we have obtained the necessary regulatory approvals to manufacture and sell our currently marketed products, new or more restrictive regulations or more restrictive interpretations of existing regulations could have an adverse impact on our businesses.

Energizer’s manufacturing facilities or supply channels may be subject to disruption from events beyond our control.

     We currently operate a number of manufacturing and packaging facilities worldwide for our Household Products and Personal Care businesses. Operations at such facilities may be subject to disruption for a variety of reasons, including:

• Availability of raw materials;
   
• work stoppages or other labor disputes;
   
• industrial accidents or other occupational health and safety issues;
   
• disruptions in logistics;
   
• loss or impairment of key manufacturing sites;
   
• raw material and product quality or safety issues;
   
• licensing requirements and other regulatory issues; and
   
• acts of war, terrorism, pandemics, fire, earthquake, flooding or other natural disasters.

Although we have contingency plans in place, and our multiple facilities and third-party suppliers can provide alternative sources of product supply in the event of manufacturing disruptions, if a major disruption were to occur, it could result in harm to people, property or the natural environment, delays in shipments of products to customers or suspension of operations.

Energizer’s business involves the potential for product liability and other claims against us, which could affect our results of operations and financial condition.

     We face exposure to product liability claims in the event that one of our products is alleged to have resulted in property damage, bodily injury or other adverse effects. Although we maintain product liability insurance in amounts that we believe are reasonable, we cannot assure you that we will be able to maintain such insurance on acceptable terms, if at all, in the future or that product liability claims will not exceed the amount of insurance coverage. Additionally, we do not maintain product recall insurance. As a result, product recalls or product liability claims could have a material adverse effect on our business, results of operations and financial condition.

     In addition, we face potential exposure to unusual or significant litigation arising out of alleged defects in our products or otherwise. We spend substantial resources ensuring compliance with governmental and other applicable standards. However, compliance with these standards does not necessarily prevent individual or class action lawsuits, which can entail significant cost and risk. We do not maintain insurance against many types of claims involving alleged defects in our products that do not involve personal injury or property damage. As a result, these types of claims could have a material adverse effect on our business, results of operations and financial condition.

The level of returns on pension plan assets and the actuarial assumptions used for valuation purposes could affect Energizer’s earnings and cash flows, and changes in government regulations could impact expenses and funding requirements of such plans.

     The funding obligations for Energizer’s pension and postretirement plans are impacted by the performance of the financial markets, particularly the equity and debt markets, and interest rates. Funding obligations are determined under government regulations and are measured each year based on the value of assets and liabilities as well as the interest rate environment on a specific date. If the financial markets do not provide the expected long-term returns on invested assets, we could be required to make significant pension contributions. The equity and debt markets can be, and recently have been, very volatile, and therefore our estimate of future contribution requirements can change dramatically in relatively short periods of time. Similarly, changes in interest rates and legislation enacted by governmental authorities can impact the timing and amounts of contribution requirements by adding volatility to the calculation of the pension liability. An adverse change in the funded status of the plans couldsignificantly increase our required contributions in the future and adversely impact our liquidity.

     Assumptions used in determining projected benefit obligations and the fair value of plan assets for our pension and other postretirement benefit plans are evaluated by Energizer in consultations with outside actuaries. In the event that we determine that changes are warranted in the assumptions used, such as the discount rate, expected long-term rate of return on assets, or health care costs, our future pension and postretirement benefit expenses could increase or decrease. Due to changing market conditions or changes in the participant population, the assumptions we use may differ from actual results, which could have a significant impact on our pension and postretirement liabilities and related costs and funding requirements.

The resolution of Energizer’s tax contingencies may result in additional tax liabilities, which could adversely impact our cash flows and results of operations.

     Energizer is subject to income tax in the U.S. and numerous jurisdictions outside the U.S. Significant estimation and judgment is required in determining our worldwide provisions for income taxes. In the ordinary course of our business, there are many transactions and calculations in which the ultimate tax determination is uncertain. We are regularly under audit by tax authorities, and although we believe our tax estimates are reasonable, the final outcome of tax audits and related litigation could be materially different than that reflected in our historical income tax provisions and accruals. There can be no assurance that the resolution of any audits or litigation will not have an adverse impact on future operating results.

If Energizer fails to adequately protect its intellectual property rights, competitors may manufacture and market similar products, which could adversely affect our market share and results of operations.

     Energizer relies on trademark, trade secret, patent and copyright laws to protect our intellectual property rights. In particular, our trademarks are of material importance to our business and are among our most important assets. In fiscal 2009, substantially all of our total revenues were from products bearing proprietary trademarks and brand names. Accordingly, our future success may depend in part upon the goodwill associated with our trademarks and brand names. In addition, Energizer owns or licenses from third parties a considerable number of patents, patent applications and other technology which Energizer believes are significant to our business.

     We cannot be sure that these intellectual property rights will be maximized or that they can be successfully asserted. There is a risk that Energizer will not be able to obtain and perfect or maintain our own intellectual property rights or, where appropriate, license intellectual property rights necessary to support new product introductions. We cannot be certain that these rights, if obtained, will not be invalidated, circumvented or challenged in the future, and Energizer could incur significant costs in connection with legal actions to defend our intellectual property rights.

     In addition, even if such rights are obtained in the United States, the laws of some of the other countries in which Energizer’s products are or may be sold do not protect intellectual property rights to the same extent as the laws of the United States. If other parties infringe our intellectual property rights, they may dilute the value of our brands in the marketplace, which could diminish the value that consumers associate with our brands and harm our sales. The failure to perfect or successfully assert our intellectual property rights could make Energizer less competitive and could have a material adverse effect on our business, operating results and financial condition.

The cost reduction steps taken by Energizer may have weakened our competitive position.

     Energizer has taken what we believe to be prudent measures during fiscal 2009 to reduce costs during the recent economic downturn to preserve our profitability. These steps have included reductions in advertising and promotional spending and overhead expenses. As a result, the visibility of many of Energizer’s products has decreased during this period. Although Energizer believes that such reductions have not harmed our business, no assurance can be given that our competitive position has not weakened. Further, if the economic downturn were to continue and result in further revenue pressures, Energizer cannot assure you that we would be able to effect further cost reductions without resulting in such harm.

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 financial problems or 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.

The success of Energizer’s acquisition of the “Edge” and “Skintimate” shave preparation brands could be impacted by a number of risks specific to the brands, and our ability to successfully cross-market the shave preparation brands with our existing wet shave business may not be realized.

     We believe that the acquisition of the “Edge” and “Skintimate” shave preparation brands from SCJ offers opportunities for joint marketing with our “Schick” and “Wilkinson Sword” wet shave business. However, the shave preparation business brands have suffered significant market share declines over the past ten years, and there can be no assurance that we will be able to stabilize and grow market share. Further, our product costs may be significantly higher than those of SCJ, and margins could be significantly negatively impacted. In addition, we may not be able to realize the anticipated benefits from combining the shave preparation brands with our wet shave business. Acquisitions involve numerous risks, including difficulties in the assimilation of the operations, technologies, services and products of the acquired business, and the diversion of management’s attention from other business concerns. The acquired brands could also suffer additional market share loss during the transition period following closing as our sales, marketing and supply chain operations assume responsibility for the shave preparation brands. Support of the brands could also require greater than anticipated expenditures, including advertising and promotional support. Any inability by us to integrate and manage the shave preparation brands in a timely and efficient manner, any inability to achieve the anticipated benefits of the acquisition in the time frame we anticipate, or any unanticipated required increases in trade, promotional or capital spending could adversely affect our business, consolidated financial condition, results of operations and cash flow.

We may not be able to continue to identify and complete strategic acquisitions and effectively integrate acquired companies to achieve desired financial benefits.

     We have completed three significant acquisitions since becoming an independent company in 2000. We expect to continue making acquisitions if appropriate opportunities arise. However, we may not be able to identify and successfully negotiate suitable strategic acquisitions, obtain financing for future acquisitions on satisfactory terms or otherwise complete future acquisitions. Furthermore, our existing operations may encounter unforeseen operating difficulties and may require significant financial and managerial resources, which would otherwise be available for the ongoing development or expansion of our existing operations.

     Even if we can complete future acquisitions, we face significant challenges in consolidating functions and effectively integrating procedures, personnel, product lines, and operations in a timely and efficient manner. The integration process can be complex and time consuming, may be disruptive to our existing and acquired businesses, and may cause an interruption of, or a loss of momentum in, those businesses. Even if we can successfully complete the integration of acquired businesses into our operations, there is no assurance that anticipated cost savings, synergies, or revenue enhancements will be realized within the expected time frame, or at all.

We may incur significant restructuring and realignment charges in future periods, which would harm our operating results and cash position or increase debt.

     We regularly evaluate our existing operations, production capacity and utilization and the long term market demand for our products. Depending on the results of these evaluations, we may determine to effect restructuring plans within our business. Any restructuring that we undertake would result in charges that, if material, could harm our results of operations and significantly reduce our cash position or increase debt. In addition, we may incur certain unforeseen costs once any restructuring activities are implemented. Further, if we determine to effect any restructuring, we can give no assurance that any projected cost reductions resulting from such restructuring activities will be achieved within the expected timeframe, or at all.

Additional descriptions of risk factors impacting Energizer appearing under “ENERGIZER HOLDINGS, INC. - MANAGEMENT’S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION are included in Exhibit 13 attached hereto, which will also appear in the Energizer Holdings, Inc. 2009 Annual Report to Shareholders.

Item 1B. Unresolved Staff Comments.

None.

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, 2009, for Energizer Household Products, alkaline manufacturing facilities were utilized on average 60%, based on an essentially 100% 7/24 mode. Energizer’s carbon zinc facilities were utilized on average at approximately 66%. 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)(9)
Bennington, VT	Cimanggis, Indonesia
Garrettsville, OH	Ekala, Sri Lanka
Marietta, OH	Johor, Malaysia
Maryville, MO	Jurong, Singapore (8)
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 (8) Facility is owned, but land is leased (9) Two facilities.

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, 2009.

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: 54.

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: 57.

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: 49.

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: 47.

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: 53.

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: 49.

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, 2009, there were approximately 12,000 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, 2007 to September 30, 2009. 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 2010.

Market Price Range
	FY2008					FY2009
First Quarter	$	99.20	-	$	119.60	$	30.36	-	$	82.90
Second Quarter	$	85.01	-	$	113.25	$	37.57	-	$	58.43
Third Quarter	$	71.25	-	$	93.85	$	47.90	-	$	60.61
Fourth Quarter	$	66.35	-	$	90.00	$	51.18	-	$	69.11

     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, 2009.

*$100 invested on 9/30/04 in stock or index, including reinvestment of dividends.
Fiscal year ending September 30.

Copyright© 2009 S&P, a division of The McGraw-Hill Companies Inc. All rights reserved.

The graph above matches Energizer Holdings, Inc.'s cumulative 5-year total shareholder return on common stock with the cumulative total returns of the S&P Midcap 400 index and the S&P Household Products index. The graph tracks the performance of a $100 investment in our common stock and in each of the indexes (with the reinvestment of all dividends) from September 30, 2004 to September 30, 2009.

Item 6. Selected Financial Data.

See “ENERGIZER HOLDINGS, INC. - SUMMARY SELECTED HISTORICAL FINANCIAL INFORMATION” included as part of Exhibit 13 attached hereto, which will also appear in the Energizer Holdings, Inc. 2009 Annual Report to Shareholders.

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

     See  the information appearing under "ENERGIZER HOLDINGS, INC. - MANAGEMENT’S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION" included as part of Exhibit 13 attached hereto, which will also appear in the Energizer Holdings, Inc. 2009 Annual Report to Shareholders.

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

      See the information appearing under "ENERGIZER HOLDINGS, INC. - MANAGEMENT’S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION - Market Risk Sensitive Instruments and Positions" included as part of Exhibit 13 attached hereto, which will also appear in the Energizer Holdings, Inc. 2009 Annual Report to Shareholders. 

Item 8. Financial Statements and Supplementary Data.

     The consolidated financial statements of Energizer and its subsidiaries, together with the report thereon of PricewaterhouseCoopers LLP, and the supplementary data under "ENERGIZER HOLDINGS, INC. - NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Quarterly Financial Information (Unaudited)” are included as part of Exhibit 13 attached hereto, which will also appear in the Energizer Holdings, Inc. 2009 Annual Report to Shareholders.

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, 2009, the end of the Company’s 2009 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 2009 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 and the Report of the Independent Registered Public Accounting Firm of the Energizer Holdings, Inc. is included as part of Exhibit 13 attached hereto, which will also appear in the Energizer Holdings, Inc. 2009 Annual Report to Shareholders.

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, 2009, 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. To the best of the Company’s knowledge, all of the filings for the Company’s executive officers and directors were made on a timely basis in 2009.

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, 2009, is hereby incorporated by reference.

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, 2009, is hereby incorporated by reference.

Securities Authorized for Issuance Under Equity
Compensation Plans as of September 30, 2009

	(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	3,403,203	$33.06	3,413,523
plans approved by
security holders
Equity compensation	None	NA	None
plans not approved
by security holders
Total	3,403,203	$33.06	3,413,523

Note: the number of securities to be issued upon exercise of outstanding options, warrants and rights shown above, as of September 30, 2009, includes 2,087,894 restricted stock equivalents which have been granted under the terms of the shareholder-approved Energizer Holdings, Inc. 2000 Incentive Stock Plan and 2009 Incentive Stock Plan, Energizer’s only equity compensation plans (other than benefit plans intended to meet the qualification requirements of Section 401(a) of the Internal Revenue Code). Upon approval by shareholders in January, 2009 of the terms of the 2009 Incentive Stock Plan, no further equity awards may be made under the terms of the 2000 Incentive Stock Plan. As a result, the number of securities available for future issuance, as shown in column (c) above, reflect only securities available under the 2009 Incentive Stock Plan. Under the terms of that plan, any awards other than options, phantom stock options or stock appreciation rights are to be counted against the reserve available for issuance in a 1.95 to 1 ratio. Since September 30, 2009, an additional 751,822 restricted stock equivalents and 266,750 options have been granted under the terms of that Plan, 385,709 of the outstanding equivalents as of September 30, granted under either plan, have vested and converted into outstanding shares of ENR Stock, and 350,309 of the outstanding equivalents as of that date, granted under either plan, have subsequently been forfeited and will not convert into outstanding shares of ENR Stock. 1,285,284 of the aggregate outstanding equivalents under both plans 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 821,364 equivalents granted in 2007, 2008 and 2009 will vest only upon achievement of 3-year performance measures. The weighted average exercise price in column (b) does not take into account 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, 2009, 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 caption “Ratification of Appointment of Independent Auditor,” which will be filed within 120 days of the end of the fiscal year ended September 30, 2009, is hereby incorporated by reference.

PART IV

Item 15. Exhibits and Financial Statement Schedules

1.	Documents filed with this report:
	a.	Financial statements included as Exhibit 13 attached hereto:
		- Report of Independent Registered Public Accounting Firm.
		- Consolidated Statements of Earnings -- for years ended September 30, 2009, 2008 and 2007.
		- Consolidated Balance Sheets -- at September 30, 2009 and 2008.
		- Consolidated Statements of Cash Flows -- for years ended September 30, 2009, 2008, and 2007.
		- Consolidated Statements of Shareholders’ Equity -- at September 30, 2009, 2008 and 2007.
		- Notes to Consolidated Financial Statements.
	b.	Exhibits Required by Item 601 of Regulation S-K(listed by numbers corresponding to the Exhibit Table of Item 601 in Regulation S-K)
		(i)	The following exhibits 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(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 exhibit is hereby incorporated by reference to Energizer’s Quarterly Report on Form 10-Q for the Quarter Ended June 30, 2000.
	10(ii)	Form of Non-Qualified Stock Option dated May 8, 2000*
(iii)	The following exhibit is 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 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 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 exhibit 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
(vii)	The following exhibit is 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.
(viii)	The following exhibit is 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*
(ix)	The following exhibit is 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*
(x)	The following exhibit is 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.
(xi)	The following exhibit is 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.

(xii)	The following exhibits 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*
(xiii)	The following exhibits 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*
(xiv)	The following exhibit 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.
(xv)	The following exhibit 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.
(xvi)	The following exhibit 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.
(xvii)	The following exhibit 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.
(xviii)	The following exhibit 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.
(xix)	The following exhibit is hereby incorporated by reference to Energizer’s Annual Report on Form 10-K for the year ended September 30, 2008.
	10(1)	Energizer Holdings, Inc. Deferred Compensation Plan, as amended and restated October 28, 2008.*
(xx)	The following exhibit is 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.*
(xxi)	The following exhibit 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.
(xxii)	The following exhibits 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*
(xxiii)	The following exhibits are hereby incorporated by reference to Energizer’s Current Report on Form 8-K dated as of November 3, 2008.
	10	Form of Indemnification Agreement between Energizer Holdings, Inc. and W. Klein.*

(xxiv)	The following exhibits are hereby incorporated by reference to Energizer’s Current Report on Form 8-K dated as of December 31, 2008.*
	10(1)	Form of Change of Control Employment Agreements, as amended January 28, 2008*
	10(2)	Energizer Holdings, Inc. 2000 Incentive Stock Plan, as amended.
	10(3)	Form of Amendment to Certain Restricted Stock Equivalent Award Agreements.
(xxv)	The following exhibit is hereby incorporated by reference to Energizer’s Registration Statement on Form S-8 filed February 2, 2009.
	10	Energizer Holdings, Inc. 2009 Incentive Stock Plan, approved January 26, 2009.*
(xxvi)	The following exhibit is hereby incorporated by reference to Energizer’s Current Report on Form 8-K dated as of February 6, 2009.
	10	Form of Performance Restricted Stock Equivalent Award Agreement.*
(xxvii)	The following exhibits are hereby incorporated by reference to Energizer’s Current Report on Form 8-K dated as of May 8, 2009.
	10.1	Third Amended and Restated Receivables Purchase Agreement dated as of May 4, 2009 among Energizer Receivables Funding Corporation, as seller, Energizer Battery, Inc., as servicer, Energizer Personal Care, LLC, as sub-servicer, The Bank of Tokyo-Mitsubishi UFJ, LTD., New York Branch, as administrative agent and agent, Gotham Funding Corporation, as a conduit, and Victory Receivables Corporation as a conduit.
	10.2	Amendment No. 1 to Third Amended and Restated Receivables Purchase Agreement dated as of May 5, 2009 among Energizer Receivables Funding Corporation, as seller, Energizer Battery, Inc., as servicer, Energizer Personal Care, LLC, as sub-servicer, The Bank of Tokyo-Mitsubishi UFJ, LTD., New York Branch, as administrative agent and agent, Three Pillars Funding LLC, Gotham Funding Corporation, and Victory Receivables Corporation as conduits, and SunTrust Robinson Humphrey, Inc., as an agent.
(xxviii)	The following exhibit is hereby incorporated by reference to Energizer’s Current Report on Form 8-K dated as of May 11, 2009.
	2.1	Asset Purchase Agreement, dated as of May 11, 2009, is by and between S.C. Johnson & Son, Inc., a Wisconsin corporation and Energizer Holdings, Inc.
(xxix)	The following exhibit is hereby incorporated by reference to Energizer’s Current Report on Form 8-K dated as of May 14, 2009.
	1.1	Underwriting Agreement dated May 14, 2009.
(xxx)	The following exhibit is hereby incorporated by reference to Energizer’s Quarterly Report on Form 10-Q for the period ended June 30, 2009.
	3.1	Energizer Holdings, Inc. Amended Bylaws, restated as of May 14, 2009.
(xxxi)	The following exhibits and the summary of the Company’s 2010 Annual Cash Bonus Award Program and 2010 Executive Officer salaries, are hereby incorporated by reference to Energizer’s Amended Current Report on Form 8-K dated as of October 12, 2009.*
	10.1	Form of Performance Restricted Stock Equivalent Award Agreement.
	10.2	Form of Restricted Stock Equivalent Award Agreement.
	10.3	Form of Retention Stock Option Award.
(xxxii)	The summary of revisions to the Company’s director compensation program, and the resolution authorizing personal use of corporate aircraft by the chief executive officer, is hereby incorporated by reference to Energizer’s Current Report on Form 8-K dated as of November 2, 2009.*

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 will appear in the Energizer Holdings, Inc. 2009 Annual Report to be mailed to Shareholders on December 10, 2009 is incorporated herein by reference and 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 included as Exhibit 13 to this  Annual Report on Form 10-K. 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 25, 2009

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
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

EX-23

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, 333-35116 and 333-157070) of Energizer Holdings, Inc. of our report dated November 25, 2009 relating to the financial statements and the effectiveness of internal control over financial reporting, which appears in the 2009 Annual Report to Shareholders, which is incorporated in this Annual Report on Form 10-K.

St. Louis, Missouri
November 25, 2009

EX-31.I

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 25, 2009

Ward M. Klein

Chief Executive Officer

EX-31.II

Exhibit 31(ii)

Certification of Executive Vice President and Chief Financial Officer

I, Daniel Sescleifer, certify that:

1.	I have reviewed this 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 25, 2009

Daniel J. Sescleifer

Executive Vice President and Chief Financial Officer

EX-32.I

Exhibit 32(i)

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

In connection with the Annual Report of Energizer Holdings, Inc. (the "Company") on Form 10-K for the year ended September 30, 2009 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Ward M. Klein, Chief Executive Officer of the Company, certify pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that, to my best knowledge:

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

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

Dated: November 25, 2009

Ward M. Klein

Chief Executive Officer

EX-32.II

Exhibit 32(ii)

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

In connection with the Annual Report of Energizer Holdings, Inc. (the "Company") on Form 10-K for the year ended September 30, 2009 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Daniel J. Sescleifer, Executive Vice President and Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that, to my best knowledge:

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

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

Dated: November 25, 2009

Daniel J. Sescleifer

Executive Vice President and Chief Financial Officer