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, 2013
	Parent Company			Guarantors			Non-Guarantors			Eliminations			Total
Net Sales	$	—		$	626.2		$	643.4		$	(155.7	)	$	1,113.9
Cost of products sold	—			389.8			366.1			(153.8		)	602.1
Gross Profit	—			236.4			277.3			(1.9		)	511.8

Selling, general and administrative expense	—			101.2			102.3			—			203.5
Advertising and sales promotion expense	—			44.8			36.3			(0.1		)	81.0
Research and development expense	—			21.4			0.5			—			21.9
2013 restructuring	—			17.7			6.7			—			24.4
Interest expense	30.1			—			1.1			—			31.2
Intercompany interest (income)/expense	(29.6		)	29.6			—			—			—
Other financing expense/(income)	—			0.1			(2.1		)	—			(2.0		)
Intercompany service fees	—			2.1			(2.1		)	—			—
Equity in earnings of subsidiaries	(109.4		)	(100.2		)	—			209.6			—
Earnings before income taxes	108.9			119.7			134.6			(211.4		)	151.8
Income taxes	1.0			13.7			31.0			(1.8		)	43.9
Net earnings	$	107.9		$	106.0		$	103.6		$	(209.6	)	$	107.9

Statement of Comprehensive Income:
Net Earnings	$	107.9		$	106.0		$	103.6		$	(209.6	)	$	107.9
Other comprehensive income/(loss), net of tax	4.4			(1.9		)	1.9			—			4.4
Total comprehensive income	$	112.3		$	104.1		$	105.5		$	(209.6	)	$	112.3



	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 dividends/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 (loss)/income, net of tax	(1.5		)	(10.6		)	18.7			(8.1		)	(1.5		)
Total comprehensive income	$	128.3		$	114.9		$	108.3		$	(223.2	)	$	128.3



	Consolidated Balance Sheets (Condensed)
	December 31, 2013
	Parent Company		Guarantors		Non-Guarantors		Eliminations			Total
Assets
Current Assets
Cash and cash equivalents	$	—	$	5.5	$	876.0	$	—		$	881.5
Trade receivables, net (a)	—		7.8		455.6		—			463.4
Inventories	—		342.4		303.6		(34.4		)	611.6
Other current assets	39.1		304.1		231.2		(13.1		)	561.3
Total current assets	39.1		659.8		1,866.4		(47.5		)	2,517.8
Investment in subsidiaries	7,121.3		2,018.8		—		(9,140.1		)	—
Intercompany receivables, net (b)	—		4,163.0		354.0		(4,517.0		)	—
Intercompany notes receivable (b)	2,155.1		4.1				(2,159.2		)	—
Property, plant and equipment, net	—		462.3		385.3		—			847.6
Goodwill	—		1,079.5		397.8		—			1,477.3
Other intangible assets, net	—		1,670.0		206.0					1,876.0
Other assets	9.7		12.9		59.2		—			81.8
Total assets	$	9,325.2	$	10,070.4	$	3,268.7	$	(15,863.8	)	$	6,800.5

Current liabilities	$	269.1	$	359.1	$	576.9	$	(23.8	)	$	1,181.3
Intercompany payables, net (b)	4,517.0		—		—		(4,517.0		)	—
Intercompany notes payable (b)	—		2,155.1		4.1		(2,159.2		)	—
Long-term debt	1,918.8		—		—		—			1,918.8
Other liabilities	85.8		857.1		223.0		—			1,165.9
Total liabilities	6,790.7		3,371.3		804.0		(6,700.0		)	4,266.0
Total shareholders' equity	2,534.5		6,699.1		2,464.7		(9,163.8		)	2,534.5
Total liabilities and shareholders' equity	$	9,325.2	$	10,070.4	$	3,268.7	$	(15,863.8	)	$	6,800.5

(a) Trade receivables, net for the Non-Guarantors includes $226.9 at December 31, 2013 of U.S. trade receivables sold from the Guarantors to Energizer Receivables Funding Corp ("ERF"), a 100% 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, 2013
	Parent Company		Guarantors		Non-Guarantors		Eliminations			Total
Assets
Current assets
Cash and cash equivalents	$	8.0	$	8.4	$	981.9	$	—		$	998.3
Trade receivables, net (a)	—		11.8		468.8		—			480.6
Inventories	—		334.7		312.7		(31.1		)	616.3
Other current assets	23.5		270.5		194.7		(15.5		)	473.2
Total current assets	31.5		625.4		1,958.1		(46.6		)	2,568.4
Investment in subsidiaries	7,007.5		1,920.7		—		(8,928.2		)	—
Intercompany receivables, net (b)	—		4,258.8		260.1		(4,518.9		)	—
Intercompany notes receivable (b)	2,180.3		4.5		—		(2,184.8		)	—
Property, plant and equipment, net	—		474.7		280.9		—			755.6
Goodwill	—		1,104.9		370.9		—			1,475.8
Other intangible assets, net	—		1,629.5		206.0		—			1,835.5
Other assets	10.2		13.4		58.5		—			82.1
Total assets	$	9,229.5	$	10,031.9	$	3,134.5	$	(15,678.5	)	$	6,717.4

Current liabilities	$	184.4	$	421.3	$	572.5	$	(24.8	)	$	1,153.4
Intercompany payables, net (b)	4,518.9		—		—		(4,518.9		)	—
Intercompany notes payable (b)	—		2,180.3		4.5		(2,184.8		)	—
Long-term debt	1,998.8		—		—		—			1,998.8
Other liabilities	73.8		839.6		198.2		—			1,111.6
Total liabilities	6,775.9		3,441.2		775.2		(6,728.5		)	4,263.8
Total shareholders' equity	2,453.6		6,590.7		2,359.3		(8,950.0		)	2,453.6
Total liabilities and shareholders' equity	$	9,229.5	$	10,031.9	$	3,134.5	$	(15,678.5	)	$	6,717.4

(a) Trade receivables, net for the Non-Guarantors includes $221.4 at September 30, 2013 of U.S. trade receivables sold from the Guarantors to Energizer Receivables Funding Corp ("ERF"), a 100% 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 Three Months Ended December 31, 2013
	Parent Company			Guarantors			Non-Guarantors			Eliminations			Total
Net cash flow (used by)/from operations	$	(10.8	)	$	30.2		$	34.4		$	(2.7	)	$	51.1
Cash Flow from Investing Activities
Capital expenditures	—			(12.0		)	(8.3		)	—			(20.3		)
Proceeds from sale of assets	—			3.3			0.2			—			3.5
Feminine care acquisition				(50.1		)	(135.2		)	—			(185.3		)
Proceeds from intercompany notes	—			0.4			—			(0.4		)	—
Intercompany receivable/payable, net	(30.0		)	(28.1		)	(28.0		)	86.1			—
Payment for equity contributions	—			(0.7		)	—			0.7			—
Net cash (used by)/from investing activities	(30.0		)	(87.2		)	(171.3		)	86.4			(202.1		)
Cash Flow from Financing Activities
Net increase/(decrease) in debt with original maturity days of 90 or less	30.0			(3.9		)	32.2			—			58.3
Payments for intercompany notes	—			—			(0.4		)	0.4			—
Proceeds from issuance of common stock	2.0			—			—			—			2.0
Excess tax benefits from share- based payments	4.0			—			—			—			4.0
Cash dividends paid	(31.3		)	—			—			—			(31.3		)
Intercompany receivable/payable, net	28.1			58.0			—			(86.1		)	—
Payment for equity contributions	—			—			0.7			(0.7		)	—
Intercompany dividend	—			—			(2.7		)	2.7			—
Net cash (used by)/from financing activities	32.8			54.1			29.8			(83.7		)	33.0
Effect of exchange rate changes on cash	—			—			1.2			—			1.2
Net (decrease) in cash and cash equivalents	(8.0		)	(2.9		)	(105.9		)	—			(116.8		)
Cash and cash equivalents, beginning of period	8.0			8.4			981.9			—			998.3
Cash and cash equivalents, end of period	$	—		$	5.5		$	876.0		$	—		$	881.5



	Consolidated Statements of Cash Flows (Condensed)
	For the Three Months 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		)	—
Intercompany receivable/payable, net	(65.0		)	(33.6		)	(60.0		)	158.6			—
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
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			125.0			—			(158.6		)	—
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