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ENERGIZER HOLDINGS, INC. 2015 ANNUAL REPORT

Table of contents

  • Page 1
    ENERGIZER HOLDINGS, INC. 2015 ANNUAL REPORT

  • Page 2
    ... ®and EVEREADY® . As a global leader in power solutions, our mission is to lead the charge to connect our brands, our people and the products we offer to the world better than anyone else. Energizer Holdings, Inc. is traded on the NYSE under the ticker symbol ENR. SEGMENT BREAKDOWN Fiscal 2015...

  • Page 3
    ... ...with more to come. Energizer Holdings has a long history of driving shareholder value through effective and efficient capital deployment and has a proven track record of delivering innovative solutions to our customers and consumers. The "new" Energizer aims to build upon both of these legacies...

  • Page 4
    ..."operating with excellence" across all functions and geographies in everything we do ...from re-focusing our commercial footprint to winning in-store to delivering best-in-class back-office services. With our renewed focus on our core battery business, we have streamlined our go-to-market strategies...

  • Page 5
    ... University Drive St. Louis, Missouri (Address of principal executive offices) 63141 (Zip Code) (314) 985-2000 (Registrant's telephone number, including area code) Title of each class Common Stock, par value $.01 per share Name of each exchange on which registered New York Stock Exchange...

  • Page 6
    ... not publicly traded. Number of shares of Energizer Holdings, Inc. Common Stock ("ENR Stock"), $.01 par value, outstanding as of close of business on November 18, 2015: 62,398,438. DOCUMENTS INCORPORATED BY REFERENCE Portions of Energizer Holdings, Inc. Notice of Annual Meeting and Proxy Statement...

  • Page 7
    ... and Results of Operations Quantitative and Qualitative Disclosure About Market Risk Financial Statements and Supplementary Data PART III 10 11 12 13 14 Directors, Executive Officers and Corporate Governance Executive Compensation Security Ownership of Certain Beneficial Owners and Management and...

  • Page 8
    ... batteries using many technologies including lithium, alkaline, carbon zinc, nickel metal hydride, zinc air, and silver oxide. These products are sold under the Energizer and Eveready brands in the performance, premium and price segments and include primary, rechargeable, specialty and hearing aid...

  • Page 9
    ...brands to companies developing consumer solutions in gaming, automotive batteries, portable power for critical devices (like smart phones), LED light bulbs and other lighting products. Energizer has a long history of innovation within our categories. Since our commercialization of the first dry-cell...

  • Page 10
    ... batteries, Energizer offers batteries using carbon zinc, alkaline, lithium, nickel metal hydride, zinc air, and silver oxide. These products are sold under the Energizer and Eveready brands in the performance, premium and price segments and include primary, rechargeable, specialty and hearing aid...

  • Page 11
    ... of Energizer and Eveready trademarks, including related designs, slogans and sub-brands, is currently over 3,600. We also own a number of patents, patent applications and other technology which we believe are significant to our business. These relate primarily to battery product and lighting device...

  • Page 12
    ... discounts and other promotional incentives; our competitors have obtained, and may in the future be able to obtain, exclusive distribution rights at particular retailers or favorable in-store placement; and we may lose market share to private label brands sold by retail chains or to price brands...

  • Page 13
    ...pressure on results going forward, both directly through reduced consumption and indirectly as manufacturers aggressively price and promote their products to seek to retain market share or gain battery shelf space. Development and commercialization of new battery or device technologies not available...

  • Page 14
    ..., market them at favorable margins, and maintain attractive performance standards in our existing products, we may not be able to compete effectively. The battery and portable lighting products industries have been notable for developments in product life, product design and applied technology, and...

  • Page 15
    • • • loss of sales as we reduce or eliminate staffing for non-core product lines; diversion of management attention from ongoing business activities; and failure to maintain employee morale and retain key employees while implementing benefit changes and reductions in the workforce We may ...

  • Page 16
    .... Operations of our manufacturing and packaging facilities worldwide and of our corporate offices, and the methods we use to obtain supplies and to distribute our products, may be subject to disruption for a variety of reasons, including availability of raw materials, work stoppages, industrial...

  • Page 17
    ... of our brands and negatively impact our results of operations. Despite our efforts, we cannot guarantee that we will be able to efficiently implement our strategy in a timely manner to exploit potential market opportunities, achieve the goals of our long-term business strategy, or meet competitive...

  • Page 18
    ... strategies, operations and execution. These credit ratings are limited in scope, and do not address all material risks related to investment in Energizer, but rather reflect only the view of each rating agency at the time the rating is issued. Nonetheless, the credit ratings we receive will impact...

  • Page 19
    ... of our business and the basis of presentation of the historical consolidated financial statements see "Management's Discussion and Analysis of Financial Condition and Results of Operations" and the historical financial statements and accompanying notes included elsewhere in this Annual Report. We...

  • Page 20
    ... Energizer shares other than in certain open-market transactions, (iv) ceasing to actively conduct the Household Products businesses or (v) taking or failing to take any other action that prevents the distribution and related transactions from qualifying as a transaction that is generally tax-free...

  • Page 21
    ... special rights, including preferences over our common stock respecting dividends and distributions, as our Board of Directors generally may determine. The terms of one or more classes or series of preferred stock could dilute the voting power or reduce the value of our common stock. For example...

  • Page 22
    ... restricts certain business combination transactions between us and an "interested shareholder," generally any person who, together with his or her affiliates and associates, owns or controls 20% or more of the outstanding shares of our voting stock, for a period of five years after the date of the...

  • Page 23
    ... in St. Louis, Missouri. Below is a list of Energizer's principal plants and facilities as of the date of filing. Management believes that the Company's production facilities are adequate to support the business and the properties and equipment have been well maintained. North America Asheboro, NC...

  • Page 24
    ... our former parent, including Vice President, Asia-Pacific, Africa and Middle East from 2008 to 2011, Vice President, North America Household Products Division from 2005 to 2008, Vice President, Sales and Trade Marketing from 1999 to 2005, and Director, Brand Marketing from 1996 to 1999. He started...

  • Page 25
    ... is listed on the New York Stock Exchange (NYSE). As of September 30, 2015, there were approximately 9,480 shareholders of record of the Company's Common Stock. The following table sets forth the range of market prices for the period from June 12, 2015 to June 30, 2015, when the Company was trading...

  • Page 26
    ... not necessarily reflect management's opinion that such indices are an appropriate measure of the relative performance of the Common Stock. They are not intended to forecast possible future performance of the Common Stock. COMPARISON OF 3 MONTH CUMULATIVE TOTAL RETURN* Among Energizer Holdings, Inc...

  • Page 27
    ...Personal Care Company (Edgewell) distributed 62.2 million shares of Energizer Holdings, Inc. (Energizer) common stock to Edgewell shareholders in connection with its spin-off of Energizer. See note 1, Description of Business and Basis of Presentation to the Consolidated Financial Statements for more...

  • Page 28
    ... and market new products; our ability to attract, retain and improve distribution with key customers; our ability to continue planned advertising and other promotional spending; our ability to timely execute strategic initiatives, including restructurings, and international go-to-market changes...

  • Page 29
    ... fiscal quarter 2015 was our first quarter with stand-alone financial data. Overview General Energizer, through its worldwide operating subsidiaries, is one of the world's largest manufacturers and marketers of primary batteries and lighting products. Energizer manufactures, markets and/or licenses...

  • Page 30
    ... products including headlights, lanterns, kid's lights and area lights. In addition to the Energizer and Eveready brands, we market our flashlights under the Hard Case, Dolphin, and WeatherReady sub-brands. Through our global supply chain, global manufacturing footprint and seasoned commercial...

  • Page 31
    ... profit in fiscal year 2015. Premium and performance alkaline, as well as rechargeable battery penetration is high across many European markets, while carbon zinc represents the majority of the category volume in our Middle East and Africa markets. The Energizer and Eveready brands allow us to...

  • Page 32
    ... and $1.3 recorded in cost of products sold and SG&A, respectively, for the year ended September 30, 2015. (5) On July 1, 2015, Edgewell distributed 62.2 million shares of Energizer Holdings, Inc. common stock to Edgewell shareholders in connection with its spin-off of Energizer Holdings, Inc. Basic...

  • Page 33
    ... company, we intend to increase our use of exclusive and non-exclusive third-party distributors and wholesalers, and decrease or eliminate our business operations in certain countries, consistent with our international go-to-market strategy. In order to capture the impact of these international go...

  • Page 34
    ...quarter of 2015. The higher level of A&P spending as a percentage of net sales in fiscal years 2014 versus 2013 was due to the increase in overall strategic brand support initiative spending. A&P expense may vary from year to year due to new product launches, strategic brand support initiatives, the...

  • Page 35
    ...and to a lesser extent, the favorable impact of items such as the retroactive reinstatement of the R&D credit. Excluding the impact of these specific items, the non-GAAP effective tax rate for fiscal year 2013 was 31.7%. Energizer's effective tax rate is highly sensitive to the mix of countries from...

  • Page 36
    .... Segment Results Operations for Energizer are managed via four major geographic segments - North America (U.S. and Canada), Latin America, EMEA and Asia Pacific. Segment performance is evaluated based on segment operating profit, exclusive of general corporate expenses, share-based compensation...

  • Page 37
    ... such services if performed on a standalone basis. This structure is the basis for Energizer's reportable operating segment information, as included in the tables in Note 21, Segments, to the Consolidated Financial Statements. Net Sales For the years ended September 30, 2015 North America Net sales...

  • Page 38
    ...with distributor changes. Excluding the impacts of currency movements and go-to-market changes, organic net sales improved 2.3% due to volume increases associated with new distribution, the continued roll out of EcoAdvanced and increased space gains in Western Europe. Asia Pacific net sales declined...

  • Page 39
    ... year Latin America Segment Profit - prior year Organic International Go-to-Market Change in Venezuela results Impact of currency Segment Profit - current year EMEA Segment Profit - prior year Organic International Go-to-Market Impact of currency Segment Profit - current year Asia Pacific Segment...

  • Page 40
    ... plan freeze effective January 1, 2014. For fiscal 2013, general corporate expenses were $70.8. Certain costs previously allocated to the Household Products segment within Edgewell's segment reporting have been reflected as corporate within Energizer's segment reporting. This reflects management...

  • Page 41
    ... and Capital Resources Energizer's primary future cash needs will be centered on operating activities, working capital and strategic investments. We believe that our future cash from operations, together with our access to capital markets, will provide adequate resources to fund our operating and...

  • Page 42
    ... first quarter of fiscal 2016 of $0.25 per share of common stock, payable on December 16, 2015, to all shareholders of record as of the close of business on November 30, 2015. Share Repurchases On July 1, 2015, the Company's Board of Directors approved an authorization for Energizer to acquire up to...

  • Page 43
    ... contracts. Energizer is also party to various service and supply contracts that generally extend approximately one to three months. These arrangements are primarily individual, short-term purchase orders for routine goods and services at market prices, which are part of our normal operations and...

  • Page 44
    ... results the Company reports in its Consolidated Financial Statements. Specific areas, among others, requiring the application of management's estimates and judgment include assumptions pertaining to allocations from Edgewell for pre-spin periods, accruals for consumer and trade-promotion programs...

  • Page 45
    ... the assumptions listed above, changes in the expected long-term rate of return on plan assets and changes in the discount rate used in developing plan obligations will likely have the most significant impact on the Company's annual earnings, prospectively. Based on plan assets at September 30, 2015...

  • Page 46
    ... Energizer beginning October 1, 2016. Energizer is in the process of evaluating the impact this guidance will have on its future operations. On May 1, 2015, the FASB issued a new ASU which permits a reporting entity to measure the fair value of certain investments using the net asset value per share...

  • Page 47
    ... subsidiary's local currency results in an exchange gain or loss recorded in Other financing items, net on the Consolidated Statements of Earnings and Comprehensive Income. The primary currency to which Energizer's foreign subsidiaries are exposed is the U.S. dollar. The Company enters into foreign...

  • Page 48
    benchmark component (LIBOR) on $200.0 of the Company's variable rate debt through June of 2022 at an interest rate of 2.22%. 44

  • Page 49
    ...Data. INDEX TO FINANCIAL STATEMENTS Audited Consolidated Financial Statements Report of Independent Registered Public Accounting Firm Consolidated Statements of Earnings and Comprehensive Income Consolidated Balance Sheets Consolidated Statements of Cash Flows Consolidated Statement of Shareholders...

  • Page 50
    ... of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the...

  • Page 51
    ...Personal Care Company (Edgewell) distributed 62.2 million shares of Energizer Holdings, Inc. (Energizer) common stock to Edgewell shareholders in connection with its spin-off of Energizer. See Note 1, Description of Business and Basis of Presentation to the Consolidated Financial Statements for more...

  • Page 52
    ENERGIZER HOLDINGS, INC. CONSOLIDATED BALANCE SHEETS (Dollars in millions, except share count and par values) SEPTEMBER 30, 2015 Assets Current assets Cash and cash equivalents Trade receivables, net Inventories Other current assets Total current assets Property, plant and equipment, net Goodwill ...

  • Page 53
    ENERGIZER HOLDINGS, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (Dollars in millions) FOR THE YEARS ENDED SEPTEMBER 30, 2015 Cash Flow from Operating Activities Net (loss)/earnings Adjustments to reconcile net (loss)/earnings to net cash flow from operations: Non-cash restructuring costs Depreciation...

  • Page 54
    ENERGIZER HOLDINGS, INC. CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY/(DEFICIT) (Dollars in millions, shares in thousands) September 30, 2015 Net Accumulated Total Additional Investment Other Shareholders' Common Paid-in Retained of Comprehensive Equity/ Shares Stock Capital Earnings Edgewell (...

  • Page 55
    ... the Company) is a global manufacturer, marketer and distributer of household batteries, specialty batteries and portable lights under the Energizer and Eveready brand names. Energizer offers batteries using lithium, alkaline, carbon zinc, nickel metal hydride, zinc air and silver oxide technologies...

  • Page 56
    ... and Derivative Securities - Energizer uses financial instruments, from time to time, in the management of foreign currency, interest rate risk and commodity price risks that are inherent to its business operations. Such instruments are not held or issued for trading purposes. Every derivative...

  • Page 57
    ENERGIZER HOLDINGS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Dollars in millions, except per share) Trade Receivables, net consists of: September 30, 2015 2014 162.5 $ 225.9 (7.0) (7.4) 155.5 $ 218.5 Trade Receivables Allowance for returns and doubtful accounts Trade Receivables, net $ $ ...

  • Page 58
    ENERGIZER HOLDINGS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Dollars in millions, except per share) Revenue Recognition - Energizer's revenue is from the sale of its products. Revenue is recognized when title, ownership and risk of loss pass to the customer. Discounts are offered to ...

  • Page 59
    ... Energizer beginning October 1, 2016. Energizer is in the process of evaluating the impact this guidance will have on its future operations. On May 1, 2015, the FASB issued a new ASU which permits a reporting entity to measure the fair value of certain investments using the net asset value per share...

  • Page 60
    ENERGIZER HOLDINGS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Dollars in millions, except per share) Since July 1, 2015, Energizer has incurred additional costs associated with the spin. These costs have been recorded as incurred. Total costs incurred since the legal separation occurred was $...

  • Page 61
    ...Net gain on asset sale Total $ $ $ North America Severance and related benefit costs Accelerated depreciation Consulting, program management and other exit costs Net loss on asset sale Total $ 4.3 4.1 17.3 2.4 28.1 Twelve Months Ended September 30, 2014 Latin Asia America EMEA Pacific Corporate...

  • Page 62
    ENERGIZER HOLDINGS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Dollars in millions, except per share) The following table summarizes the activity related to the 2013 restructuring project for the twelve months ended September 30, 2015 and 2014. Utilized NonSeptember 30, Cash Cash 2015 $ (13.1)...

  • Page 63
    ... life are not amortized, but are reviewed annually for impairment of value or when indicators of a potential impairment are present. As part of our business planning cycle, we performed our annual goodwill impairment testing for our North America, Latin America, EMEA and Asia Pacific reporting...

  • Page 64
    ENERGIZER HOLDINGS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Dollars in millions, except per share) (8) Income Taxes The provisions for income taxes consisted of the following for the twelve months ended September 30,: 2015 Currently payable: United States - Federal State Foreign Total ...

  • Page 65
    ENERGIZER HOLDINGS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Dollars in millions, except per share) The deferred tax assets and deferred tax liabilities recorded on the balance sheets at September 30 for the years indicated are as follows, both current and noncurrent: 2015 Deferred tax ...

  • Page 66
    ENERGIZER HOLDINGS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Dollars in millions, except per share) reduction to prior year tax positions was related to transfers of the unrecognized tax benefits to Edgewell as of the date of the spin. Energizer classifies accrued interest and penalties ...

  • Page 67
    ... a par value of $0.01 per share. On July 1, 2015, Edgewell distributed 62,193,281 shares of Energizer Holdings, Inc. common stock to its shareholders. Each Edgewell common stockholder of record as of the close of business on June 16, 2015, the record date for the distribution, received one share in...

  • Page 68
    ... to Energizer related to finance, audit, legal, information technology, human resources, communications, compliance, facilities, employee benefits and compensation, share-based compensation, and financing costs. The General corporate expenses are included in the Consolidated Statements of Operations...

  • Page 69
    ... and other human resource services, information systems, insurance, legal and other corporate services, as well as procurement and sourcing support. The charges for the transition services are generally intended to allow the providing company to fully recover the allocated direct costs of providing...

  • Page 70
    ENERGIZER HOLDINGS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Dollars in millions, except per share) which was in addition to the $17.7 of net benefit plan liabilities for plans we had previously reported in our historical financial statements, for a total net liability of $59.4 on July 1, ...

  • Page 71
    ENERGIZER HOLDINGS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Dollars in millions, except per share) The following table presents the amounts recognized in the Consolidated Balance Sheets and Consolidated Statements of Shareholders' Equity: September 30, 2015 Amounts Recognized in the ...

  • Page 72
    ENERGIZER HOLDINGS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Dollars in millions, except per share) achieve that goal. The U.S. plan's assets are currently invested in several funds representing most standard equity and debt security classes. The broad target allocations are approximately: ...

  • Page 73
    ENERGIZER HOLDINGS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Dollars in millions, except per share) The following table sets forth the estimated fair value of Energizer's plan assets as of September 30, 2015 and 2014 segregated by level within the estimated fair value hierarchy. Refer to ...

  • Page 74
    ENERGIZER HOLDINGS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Dollars in millions, except per share) (15) Debt The detail of long-term debt was as follows: September 30, September 30, 2015 2014 $ 398.0 $ - 600.0 - 998.0 - 3.0 - $ 995.0 $ - Senior Secured Term Loan B Facility, net of discount...

  • Page 75
    ENERGIZER HOLDINGS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Dollars in millions, except per share) (16) Financial Instruments and Risk Management The market risk inherent in the Company's operations creates potential earnings volatility arising from changes in currency rates, interest rates...

  • Page 76
    ENERGIZER HOLDINGS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Dollars in millions, except per share) of $4.5 and $5.4, respectively, included in Accumulated other comprehensive loss on the Consolidated Balance Sheets. Assuming foreign exchange rates versus the U.S. dollar remain at September ...

  • Page 77
    ENERGIZER HOLDINGS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Dollars in millions, except per share) At September 30, 2014 Derivatives not designated as Cash Flow Hedging Relationships Share option (2) Foreign currency contracts Total $ Estimated Fair Value Asset (Liability) $ - 1.0 1.0 $ For...

  • Page 78
    ... deferred compensation liability is determined based upon the quoted market prices of the Company's Common Stock Unit Fund as well as other investment options that are offered under the plan. At September 30, 2015 , the fair market value of fixed rate long-term debt was $581.2 compared to its...

  • Page 79
    ENERGIZER HOLDINGS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Dollars in millions, except per share) asserted, is not reasonably likely to be material to the Company's financial position, results of operations...September 30, 2015 $ $ Hedging Interest Rate Pension Activity Activity Swap (7.3) ...

  • Page 80
    ... and supplies Work in process Finished products Total inventories Other Current Assets Miscellaneous receivables Due from Edgewell Deferred income tax benefits Prepaid expenses Value added tax collectible from customers Other Total other current assets Property, plant and equipment Land Buildings...

  • Page 81
    ENERGIZER HOLDINGS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Dollars in millions, except per share) Allowance for Doubtful Accounts Balance at beginning of year Provision charged to expense, net of reversals Write-offs, less recoveries, translation, other Balance at end of year $ 2015 7.4 $ ...

  • Page 82
    ...Latin America, Europe, Middle East and Africa ("EMEA"), and Asia Pacific. Energizer's operating model includes a combination of standalone and shared business functions between the geographic segments, varying by country and region of the world. Shared functions include IT and finance shared service...

  • Page 83
    ENERGIZER HOLDINGS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Dollars in millions, except per share) Total Assets North America Latin America EMEA Asia Pacific Total segment assets Corporate Goodwill and other intangible assets, net Total assets $ 2015 394.8 63.3 237.5 573.2 1,268.8 246.4 ...

  • Page 84
    ENERGIZER HOLDINGS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Dollars in millions, except per share) Supplemental product information is presented below for net sales for the years ended September 30: 2015 Net Sales Alkaline batteries Other batteries and lighting products Total net sales 1,...

  • Page 85
    ...(1) On July 1, 2015, Edgewell distributed 62.2 million shares of Energizer Holdings, Inc. common stock to Edgewell shareholders in connection with its spin-off of Energizer Holdings, Inc. See Note 1, Description of Business and Basis of Presentation, to the Consolidated Financial Statements for more...

  • Page 86
    ... to materially affect the Company's internal control over financial reporting. This annual report does not include a report of management's assessment regarding internal control over financial reporting or an attestation report of the Company's independent registered public accounting firm due to...

  • Page 87
    ... captioned "Executive Officers of the Registrant" in Item 4a, Part I of this Annual Report on Form 10-K, and the information which will be in our Proxy Statement under the captions "Information about Nominees and other Directors," and "The Board of Directors and Energizer's Corporate Governance," is...

  • Page 88
    ...2.1** Separation and Distribution Agreement by and between Energizer Holdings, Inc. (f/k/a Energizer SpinCo, Inc.) and Edgewell Personal Care Company (f/k/a Energizer Holdings, Inc.) dated as of June 25, 2015 (incorporated by reference to Exhibit 2.1 to the Company's Current Report on Form 8-K filed...

  • Page 89
    ... 10.1*** Energizer Holdings, Inc. Equity Incentive Plan (incorporated by reference to Exhibit 10.4 to Amendment No. 3 to the Company's Registration Statement on Form 10 filed on May 27, 2015). 10.2 Credit Agreement dated June 30, 2015 by and among Energizer Holdings, Inc. (f/k/a Energizer SpinCo...

  • Page 90
    ...Registration Statement on Form 10 filed on May 11, 2015). 10.8*** Energizer Holdings, Inc. Executive Officer Bonus Plan and performance criteria thereunder (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed July 8, 2015). 10.9*** Form of Restricted Stock...

  • Page 91
    ... Financial Officer of Energizer Holdings, Inc. 101 Attached as Exhibit 101 to this Annual Report on Form 10-K are the following documents formatted in eXtensible Business Reporting Language (XBRL): the Consolidated Financial Statements and Notes to Consolidated Financial Statements. The financial...

  • Page 92
    ... R. Roberts John R. Roberts Date: November 20, 2015 Title President, Chief Executive Officer and Director Executive Vice President and Chief Financial Officer Vice President and Controller Chairman of the Board of Directors Director Director Director Director Director Director Director Director 88

  • Page 93
    ... consent to the incorporation by reference in the Registration Statement on Form S-8 (No. 333-205373) of Energizer Holdings, Inc. of our report dated November 20, 2015 relating to the financial statements, which appears in this Form /s/ PricewaterhouseCoopers LLP St. Louis, Missouri November 20...

  • Page 94
    ... Executive Officer I, Alan R. Hoskins, certify that: 1 2 I have reviewed this annual report on Form 10-K of Energizer Holdings, Inc.; 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...

  • Page 95
    ... 31(ii) Certification of Executive Vice President and Chief Financial Officer I, Brian K. Hamm, certify that: 1 2 I have reviewed this annual report on Form 10-K of Energizer Holdings, Inc.; Based on my knowledge, this annual report does not contain any untrue statement of a material fact or...

  • Page 96
    ... In connection with the Annual Report of Energizer Holdings, Inc. (the "Company") on Form 10-K for the year ended September 30, 2015 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Alan R. Hoskins, Chief Executive Officer of the Company, certify pursuant to...

  • Page 97
    ...with the Annual Report of Energizer Holdings, Inc. (the "Company") on Form 10-K for the year ended September 30, 2015 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Brian K. Hamm, Executive Vice President and Chief Financial Officer of the Company, certify...

  • Page 98
    ... PricewaterhouseCoopers LLP St. Louis, Missouri Annual Meeting The Company's annual meeting of shareholders is scheduled for February 1, 2016, at 8:00 a.m. at Energizer's World Headquarters, 533 Maryville University Drive, St. Louis, MO 63141. Stock Symbol ENR (NYSE) Financial Community Information...

  • Page 99
    ENERGIZER HOLDINGS, INC. 533 Maryville University Drive St. Louis, MO 63141 (314) 985-2000 www.energizerholdings.com ©2015 Energizer. Energizer, Energizer Bunny design, Eveready and other marks included in this annual report are trademarks of Energizer.