Guarantor and Non-Guarantor Financial Information - (Unaudited)

On May 19, 2011, the Company issued $600 principal amount of 4.7% senior notes due in May 2021 with interest payable semi-annually beginning November 2011. On May 24, 2012, the Company issued an additional $500 principal amount of senior notes with interest payable semi-annually in May and November at an annual fixed interest rate of 4.7%, maturing in May 2022.

The notes issued in May 2011 and May 2012 (collectively the "Notes") are fully and unconditionally guaranteed on a joint and several basis by the Company's existing and future direct and indirect domestic subsidiaries that are guarantors of any of the Company's credit agreements or other indebtedness for borrowed money (the “Guarantors”). The Guarantors are 100% owned either directly or indirectly by the Company and jointly and severally guarantee the Company's obligations under the Notes and substantially all of the Company's other outstanding indebtedness. The Company's subsidiaries organized outside of the U.S. and certain domestic subsidiaries, which are not guarantors of any of the Company's other indebtedness, (collectively, the “Non-Guarantors”) do not guarantee the Notes. The subsidiary guarantee with respect to the Notes is subject to release upon sale of all of the capital stock of the Subsidiary Guarantor; if the guarantee under our credit agreements and other indebtedness for borrowed money is released or discharged (other than due to payment under such guarantee); or when the requirements for legal defeasance are satisfied or the obligations are discharged in accordance with the indenture.

Set forth below are the condensed consolidating financial statements presenting the results of operations, financial position and cash flows of the Parent Company (Energizer Holdings, Inc.), the Guarantors on a combined basis, the Non-Guarantors on a combined basis and eliminations necessary to arrive at the information for the Company as reported, on a consolidated basis. Eliminations represent adjustments to eliminate investments in subsidiaries and intercompany balances and transactions between or among the Parent Company, the Guarantor and the Non-Guarantor subsidiaries. In addition, the Company has revised certain elements of its previously filed consolidating statements as shown in the tables and revisions presented below.



	Consolidated Statements of Earnings (Condensed)
	For the Quarter Ended December 31, 2012
	Parent Company			Guarantors			Non-Guarantors			Eliminations			Total
Net Sales	$	—		$	690.9		$	640.4		$	(138.8	)	$	1,192.5
Cost of products sold	—			413.5			357.2			(139.8		)	630.9
Gross Profit	—			277.4			283.2			1.0			561.6

Selling, general and administrative expense	—			89.6			110.9			—			200.5
Advertising and sales promotion expense	—			47.5			47.3			—			94.8
Research and development expense	—			24.5			0.1			—			24.6
2013 Restructuring	—			44.5			4.5			—			49.0
Pension curtailment	—			(37.4		)	—			—			(37.4		)
Interest expense	32.0			—			1.5			—			33.5
Intercompany interest (income)/expense	(31.3		)	31.4			(0.1		)	—			—
Other financing expense	—			2.2			5.7			—			7.9
Intercompany service fees	—			4.4			(4.4		)	—			—
Equity in earnings of subsidiaries	(131.5		)	(83.6		)	—			215.1			—
Earnings before income taxes	130.8			154.3			117.7			(214.1		)	188.7
Income taxes	1.0			28.8			28.1			1.0			58.9
Net earnings	$	129.8		$	125.5		$	89.6		$	(215.1	)	$	129.8

Statement of Comprehensive Income:
Net Earnings	$	129.8		$	125.5		$	89.6		$	(215.1	)	$	129.8
Other comprehensive income/(loss), net of tax	22.0			12.9			18.7			(31.6		)	22.0
Total comprehensive income	$	151.8		$	138.4		$	108.3		$	(246.7	)	$	151.8



	Consolidated Statements of Earnings (Condensed)
	For the Quarter Ended December 31, 2011
	Parent Company			Guarantors			Non-Guarantors			Eliminations			Total
Net Sales	$	—		$	704.2		$	653.5		$	(159.6	)	$	1,198.1
Cost of products sold	—			415.5			376.2			(158.1		)	633.6
Gross Profit	—			288.7			277.3			(1.5		)	564.5

Selling, general and administrative expense	—			103.3			110.8			—			214.1
Advertising and sales promotion expense	—			42.3			54.1			—			96.4
Research and development expense	—			25.5			0.1			—			25.6
2011 Household Products restructuring	—			0.2			(9.4		)	—			(9.2		)
Interest expense/(income)	28.8			(0.1		)	1.2			—			29.9
Intercompany interest (income)/expense	(28.2		)	28.0			0.2			—			—
Other financing expense/(income)	—			1.0			(1.7		)	—			(0.7		)
Intercompany service fees	—			3.5			(3.5		)	—			—
Equity in earnings of subsidiaries	(145.4		)	(90.0		)	—			235.4			—
Earnings before income taxes	144.8			175.0			125.5			(236.9		)	208.4
Income taxes	1.0			35.7			28.0			(0.1		)	64.6
Net earnings	$	143.8		$	139.3		$	97.5		$	(236.8	)	$	143.8

Statement of Comprehensive Income:
Net Earnings	$	143.8		$	139.3		$	97.5		$	(236.8	)	$	143.8
Other comprehensive income/(loss), net of tax	(23.9		)	(5.4		)	(25.7		)	31.1			(23.9		)
Total comprehensive income	$	119.9		$	133.9		$	71.8		$	(205.7	)	$	119.9



	Consolidated Balance Sheets (Condensed)
	December 31, 2012
	Parent Company		Guarantors		Non-Guarantors		Eliminations			Total
Assets
Current Assets
Cash and cash equivalents	$	—	$	10.6	$	776.5	$	—		$	787.1
Trade receivables, net (a)	—		3.6		681.2		—			684.8
Inventories	—		327.7		340.2		(30.0		)	637.9
Other current assets	3.3		222.4		233.1		6.7			465.5
Total current assets	3.3		564.3		2,031.0		(23.3		)	2,575.3
Investment in subsidiaries	6,705.8		1,839.6		—		(8,545.4		)	—
Intercompany receivables, net (b)	—		4,212.5		239.6		(4,452.1		)	—
Intercompany notes receivable (b)	2,345.0		22.4		8.8		(2,376.2		)	—
Property, plant and equipment, net	—		514.7		292.1		—			806.8
Goodwill	—		1,104.9		368.4		—			1,473.3
Other intangible assets, net	—		1,641.8		208.2		—			1,850.0
Other assets	11.7		12.7		15.5		—			39.9
Total assets	$	9,065.8	$	9,912.9	$	3,163.6	$	(15,397.0	)	$	6,745.3

Current liabilities	$	207.2	$	357.2	$	671.7	$	(2.8	)	$	1,233.3
Intercompany payables, net (b)	4,452.1		—		—		(4,452.1		)	—
Intercompany notes payable (b)	—		2,353.8		22.4		(2,376.2		)	—
Long-term debt	2,138.7		—		—		—			2,138.7
Other liabilities	71.4		896.2		209.3		—			1,176.9
Total liabilities	6,869.4		3,607.2		903.4		(6,831.1		)	4,548.9
Total shareholders' equity	2,196.4		6,305.7		2,260.2		(8,565.9		)	2,196.4
Total liabilities and shareholders' equity	$	9,065.8	$	9,912.9	$	3,163.6	$	(15,397.0	)	$	6,745.3

(a) Trade receivables, net for the Non-Guarantors includes $368.8 at December 31, 2012 of U.S. trade receivables sold from the Guarantors to Energizer Receivables Funding Corp ("ERF"), a wholly-owned, special purpose subsidiary, which is a non-guarantor of the Notes. These receivables are used by ERF to securitize the borrowings under the Company's receivable securitization facility. The trade receivables are short-term in nature (on average less than 90 days). As payment of the receivable obligation is received from the customer, ERF remits the cash to the Guarantors in payment for the purchase of the receivables. Cost and expenses paid by ERF related to the receivable securitization facility are re-billed to the Guarantors by way of intercompany services fees.

(b) Intercompany activity includes notes that bear interest due from the Guarantors to the Parent Company. Interest rates on these notes approximate the interest rates paid by the Parent on third party debt. Additionally, other intercompany activities include product purchases between Guarantors and Non-Guarantors, charges for services provided by the parent and various subsidiaries to other affiliates within the consolidated entity and other intercompany activities in the normal course of business.



	Consolidated Balance Sheets (Condensed)
	September 30, 2012
	Parent Company		Guarantors		Non-Guarantors		Eliminations			Total
Assets
Current assets
Cash and cash equivalents	$	4.0	$	9.2	$	705.3	$	—		$	718.5
Trade receivables, net (a)	—		4.1		672.6		—			676.7
Inventories	—		341.4		362.1		(31.1		)	672.4
Other current assets	0.4		210.8		232.9		10.9			455.0
Total current assets	4.4		565.5		1,972.9		(20.2		)	2,522.6
Investment in subsidiaries	6,552.5		1,760.8		—		(8,313.3		)	—
Intercompany receivables, net (b)	—		4,249.9		168.6		(4,418.5		)	—
Intercompany notes receivable (b)	2,413.3		22.4		11.0		(2,446.7		)	—
Property, plant and equipment, net	—		553.1		295.4		—			848.5
Goodwill	—		1,104.9		364.6		—			1,469.5
Other intangible assets, net	—		1,646.8		206.9		—			1,853.7
Other assets	12.4		9.7		14.8		—			36.9
Total assets	$	8,982.6	$	9,913.1	$	3,034.2	$	(15,198.7	)	$	6,731.2

Current liabilities	$	300.0	$	372.2	$	635.2	$	0.1		$	1,307.5
Intercompany payables, net (b)	4,418.5		—		—		(4,418.5		)	—
Intercompany notes payable (b)	—		2,424.3		22.4		(2,446.7		)	—
Long-term debt	2,138.6		—		—		—			2,138.6
Other liabilities	56.0		954.7		204.9		—			1,215.6
Total liabilities	6,913.1		3,751.2		862.5		(6,865.1		)	4,661.7
Total shareholders' equity	2,069.5		6,161.9		2,171.7		(8,333.6		)	2,069.5
Total liabilities and shareholders' equity	$	8,982.6	$	9,913.1	$	3,034.2	$	(15,198.7	)	$	6,731.2

(a) Trade receivables, net for the Non-Guarantors includes $369.1 at September 30, 2012 of U.S. trade receivables sold from the Guarantors to Energizer Receivables Funding Corp ("ERF"), a wholly-owned, special purpose subsidiary, which is a non-guarantor of the Notes. These receivables are used by ERF to securitize the borrowings under the Company's receivable securitization facility. The trade receivables are short-term in nature (on average less than 90 days). As payment of the receivable obligation is received from the customer, ERF remits the cash to the Guarantors in payment for the purchase of the receivables. Cost and expenses paid by ERF related to the receivable securitization facility are re-billed to the Guarantors by way of intercompany services fees.



	Consolidated Statements of Cash Flows (Condensed)
	For The Quarter Ended December 31, 2012
	Parent Company			Guarantors			Non-Guarantors			Eliminations			Total
Net cash flow (used by)/from operations	$	(21.9	)	$	27.4		$	86.6		$	(20.5	)	$	71.6
Cash Flow from Investing Activities
Capital expenditures	—			(10.3		)	(5.1		)	—			(15.4		)
Proceeds from sale of assets	—			—			0.1			—			0.1
Proceeds from intercompany notes	106.5			—			5.1			(111.6		)	—
Payments for intercompany notes	(65.0		)	—			—			65.0			—
Intercompany receivable/payable, net	—			(33.6		)	(60.0		)	93.6			—
Other, net	—			—			(0.1		)	—			(0.1		)
Net cash from/(used by) investing activities	41.5			(43.9		)	(60.0		)	47.0			(15.4		)
Cash Flow from Financing Activities
Cash payments on debt with original maturities greater than 90 days	(106.5		)	—			—			—			(106.5		)
Net increase in debt with original maturity days of 90 or less	65.0			4.5			61.6			—			131.1
Proceeds from intercompany notes	—			65.0			—			(65.0		)	—
Payments for intercompany notes	—			(111.6		)	—			111.6			—
Proceeds from issuance of common stock	6.6			—			—			—			6.6
Excess tax benefits from share-based payments	2.5			—			—			—			2.5
Cash dividends paid	(24.8		)	—			—			—			(24.8		)
Intercompany receivable/payable, net	33.6			60.0			—			(93.6		)	—
Intercompany dividend	—			—			(20.5		)	20.5			—
Net cash (used by)/from financing activities	(23.6		)	17.9			41.1			(26.5		)	8.9
Effect of exchange rate changes on cash	—			—			3.5			—			3.5
Net (decrease)/increase in cash and cash equivalents	(4.0		)	1.4			71.2			—			68.6
Cash and cash equivalents, beginning of period	4.0			9.2			705.3			—			718.5
Cash and cash equivalents, end of period	$	—		$	10.6		$	776.5		$	—		$	787.1



	Consolidated Statements of Cash Flows (Condensed)
	For The Quarter Ended December 31, 2011
	Parent Company			Guarantors			Non-Guarantors			Eliminations			Total
Net cash flow from/(used by) operations	$	3.8		$	45.2		$	(13.6	)	$	(7.6	)	$	27.8
Cash Flow from Investing Activities
Capital expenditures	—			(12.3		)	(5.7		)	—			(18.0		)
Proceeds from sale of assets	—			—			16.9			—			16.9
Proceeds from intercompany notes	1.5			—			—			(1.5		)	—
Payments for intercompany notes	—			—			(5.0		)	5.0			—
Intercompany receivable/payable, net	—			(137.0		)	(105.0		)	242.0			—
Payment for equity contributions	—			(3.0		)	—			3.0			—
Other, net	—			(1.4		)	(0.1		)	—			(1.5		)
Net cash from/(used by) investing activities	1.5			(153.7		)	(98.9		)	248.5			(2.6		)
Cash Flow from Financing Activities
Cash payments on debt with original maturities greater than 90 days	(1.5		)	—			—			—			(1.5		)
Net increase in debt with original maturity days of 90 or less	—			10.2			110.7			—			120.9
Proceeds from intercompany notes	—			5.0			—			(5.0		)	—
Payments for intercompany notes	—			(1.5		)	—			1.5			—
Common stock purchased	(135.9		)	—			—			—			(135.9		)
Proceeds from issuance of common stock	1.2			—			—			—			1.2
Excess tax benefits from share-based payments	0.4			—			—			—			0.4
Intercompany receivable/payable, net	137.0			105.0			—			(242.0		)	—
Payment for equity contribution	—			—			3.0			(3.0		)	—
Intercompany dividend	—			—			(7.6		)	7.6			—
Net cash from/(used by) financing activities	1.2			118.7			106.1			(240.9		)	(14.9		)
Effect of exchange rate changes on cash	—			—			(4.6		)	—			(4.6		)
Net increase/(decrease) in cash and cash equivalents	6.5			10.2			(11.0		)	—			5.7
Cash and cash equivalents, beginning of period	—			4.3			466.9			—			471.2
Cash and cash equivalents, end of period	$	6.5		$	14.5		$	455.9		$	—		$	476.9

The Company revised its prior year Condensed Consolidating Statement of Earnings to eliminate the incorrect inclusion of intercompany dividends. These revisions resulted in a reduction of the Guarantors net earnings with a corresponding reduction to Eliminations. The reported net earnings of the Parent and Non-Guarantors was not impacted by this error. Additionally, the Company revised its prior year Condensed Consolidating Statement of Cash Flows to correct the presentation of certain intercompany activities between the Parent, Guarantor and Non-Guarantor subsidiaries for loans, capital contributions/returns, return on equity and repayments. These revisions resulted in offsetting amounts to certain line items and did not impact total cash flow for any of the subsidiaries presented. These revisions were included in the Company's Annual Report on Form 10-K for the year ended September 30, 2012, at which time the Company assessed the materiality of these items on previously issued interim financial statements in accordance with SEC Staff Accounting Bulletin No. 99 and No. 108, and concluded that the revisions were not material to the Condensed Consolidating Financial Statements for any period presented. The impact of these revisions is shown in the following tables.



Consolidated Statement of Earnings (Condensed)	For Three Months Ended December 31, 2011
(millions)	As Previously Reported			Adjustments			As Revised
Parent Company	$	144.8		$	—		$	144.8
Guarantors	182.6			(7.6		)	175.0
Non-Guarantors	125.5			—			125.5
Eliminations	(244.5		)	7.6			(236.9		)
Earnings before income taxes	208.4			—			208.4
Parent Company	143.8			—			143.8
Guarantors	146.9			(7.6		)	139.3
Non-Guarantors	97.5			—			97.5
Eliminations	(244.4		)	7.6			(236.8		)
Net earnings	$	143.8		$	—		$	143.8



Consolidating Statement of Cash Flows (Condensed)	For Three Months Ended December 31, 2011
(millions)	As Previously Reported			Adjustments			As Revised
Parent Company	$	(17.8	)	$	21.6		$	3.8
Guarantors	64.2			(19.0		)	45.2
Non-Guarantors	(18.6		)	5.0			(13.6		)
Eliminations	—			(7.6		)	(7.6		)
Net cash from/(used by) operating activities	27.8			—			27.8
Parent Company	—			1.5			1.5
Guarantors	(13.7		)	(140.0		)	(153.7		)
Non-Guarantors	11.1			(110.0		)	(98.9		)
Eliminations	—			248.5			248.5
Net cash used by investing activities	(2.6		)	—			(2.6		)
Parent Company	24.3			(23.1		)	1.2
Guarantors	(40.3		)	159.0			118.7
Non-Guarantors	1.1			105.0			106.1
Eliminations	—			(240.9		)	(240.9		)
Net cash (used by)/from financing activities	$	(14.9	)	$	—		$	(14.9	)