Good morning. My name is Jasmine, and I’ll be your conference operator today. At this time, I would like to welcome everyone to the Energizer Holdings, Inc. Fiscal 2012 Third Quarter Earnings Result Conference Call. After the speakers’ remarks, there will be a question and answer session (Operator Instructions) As a reminder, this call is being recorded. I would now like to turn the conference call over to Jackie Burwitz, Vice President, Investor Relations. You may begin your conference.

Thank you, Jasmine. And good morning everyone. Thank you for joining us on Energizer’s Third Quarter Fiscal 2012 Earnings Conference Call. With me this morning are Ward Klein, Chief Executive Officer; and Dan Sescleifer, Chief Financial Officer. This call is being recorded and will be available for replay via our website, energizerholdings.com. During our prepared comments and the question and answer session that follows, we may make statements expressing the expectations of management regarding our future plans and performance, including future results or events, future sales, earnings, earnings per share, investment, capital expenditures, advertising and promotional spending, cost savings related to our internal initiatives and working capital projects, the impact of price increases, currency fluctuations, raw material and commodity costs, category value, future plans for return of capital to shareholders and the future growth in our businesses. Any said statements are forward-looking statements which reflect our current views with respect to future events and are based on assumptions and therefore are subject to risk and uncertainty. These risks, uncertainties and other factors may cause our actual results, performance or achievements to be materially different from those expressed or implied by our forward-looking statement. These risks and uncertainties include without limitation those described under the caption “Risk Factors” in our Annual Report on Form 10-K, filed November 22, 2011. We do not undertake or plan to update these forward-looking statements even though our situation may change, and these forward-looking statements represent our views as of today only. During this call, we will be referring to non-GAAP financial measures. These non-GAAP measures are not prepared in accordance with Generally Accepted Accounting Principles. A reconciliation of the non-GAAP financial measures to the most directly comparable GAAP measures is shown in the press release issued earlier today, which is available in the Investor Relations section of our website, energizerholdings.com. Management believes these non-GAAP measures provide investors valuable information on the underlying growth trends of the business. With that, I would to call – turn the call over to Dan.

Thanks Jackie. For the third quarter, GAAP earnings per share were $1.06 compared to $0.94 in the third quarter of 2011. As outlined in the table in the press release, adjusted earnings per share were $1.18 for the June quarter compared to a $1.37 in the same quarter last year. Net sales on an organic basis declined 6.6%, which I will explain in greater detail when reviewing the divisional results. Gross margin for the quarter was 47%, a 60 basis point improvement versus a year ago and 130 basis point improvement excluding unfavorable currencies due primarily to improved product costs and favorable product mix. Advertising and promotion expense was down 9% versus year ago but was roughly flat as a percentage of sales due to the sales decline in the quarter. SG&A, excluding a $13.5 million litigation provision, increased $5.1 million or 2% during the quarter but was up almost 200 basis points as a percentage of sales due to the sales decline. Now turning into divisional results. In Personal Care, organic sales declined 5% due to lower sales across most major product lines. Organically, our Wet Shaves segment declined 5% as gains within the Hydro franchise were offset elsewhere. Within Hydro, men’s refills continue to grow at double-digit rates and the Power Select and women’s Hydro Silk products, both of which launched in the second quarter, provided year-over-year sales growth partially offset by lower sales of Hydro men’s razor handles. We also experienced sales declines in the other razor and blade sub-segments, which more than offset the growth in the Hydro franchise including legacy men’s and women’s systems related to the Hydro launch and lower sales of disposables. Sales of the Hydro men’s razor handles declined in the quarter due to comparatively high prior year razor handle shipments from…

Thank you, Dan. In Personal Care, we expected lower growth in the quarter due to significant promotional programs last year in the third quarter, as we invested significantly to drive Hydro Razor trial. Also of note was strong prior year third quarter Sun Care sales, which had been significantly positively impacted by both timing of shipments around Easter and favorable Sun Care returns. However, we were impacted by category growth rates, which were substantially lower than the previous two quarters. Additionally, we have seen an extraordinary change in the competitive environment in the razor and blade category, especially in the last four weeks. This increase in consumer coupons and promotional activity primarily in the United States do not appear to positively impact the overall Wet Shave category. For example, our major competitor in the wet shave market executed a 25% increase in FSI coupon activity combined with price rollbacks in at a major customer during the quarter. The increased FSI activity was focused on buy-one-get-one free offers. In addition, the competitors measured media spend was up more than 30% for the quarter. Nevertheless, the U.S.wet shave categories actually declined 4% in units for the quarter and was up a modest 1% in value versus a 52-week value trend of up 4%. Despite weakness in shipments to customers, our market share across our categories remains relatively stable for the quarter. However, in the latest four weeks, we did begin to realize some share losses in the United States in Wet Shave due to heightened levels of competitive discounting and promotional activities, and we expect these efforts to continue through most of the current quarter. Given the current environment and the challenging comparative prior-year third quarter, I am encouraged that we have continued to grow our Hydro refill sales in the quarter…

(Operator Instructions) Your first question comes from the line of Bill Chappell with SunTrust. Please proceed. Bill Chappell – SunTrust: Good morning.

Good morning, Bill. Bill Chappell – SunTrust: Just focusing on Battery and trying to understand the share losses I guess at Wal-Mart. I think we had talked about this three, six months ago, and I’m just trying to understand was it a surprise? Was it a greater impact, you have a chance of getting that share back? And how should we look at that going forward?

Well, we don’t talk about the specific customers so let me talk more in the generic sense. But in terms of this major retailer, I would say the – she had to play out really in terms of the duration of share impact from this. We certainly expected it’s impacted this quarter. I think it’s reasonable to expect it to impact for the balance of the calendar year. But as we’ve discussed in the past, this isn’t necessarily the first time we’ve gone through this particular issue with this particular customer and each previous time as we work with that customer, we continue to focus on helping them grow their category in their stores, helping them achieve same-store sales growth. And in the previous instances where this exact thing has happened, their category has suffered. And so we continue to work closely with the key customer as we go forward to help them restore their category growth and that’s really the focus. I’m pretty confident that we’ll be able to achieve that. It maybe a 2013, early 2013 event, but it’s really yet to play out. Bill Chappell – SunTrust: Okay and then just to follow up on that. Can you maybe help me understand on the restructure – or the realignment plan? Is that related to what you’re seeing in Battery or is that just kind of a corporate wide decision?

It is a – I think, Battery has played a big input into us making this decision, but it really is an enterprise-wide look. As you know, our Battery division in the Personal Care division are quite integrated frankly throughout most of the world outside the U.S., and for economies of scale and efficiency reasons. And there’s been a lot of synergies as a result of doing that. So when you take a look at the enterprise-wide opportunity like this, it really will involve both divisions, it is enterprise-wide. Battery is one of the inputs for it. I think the other input for it is a little bit of slowdown in some of the other categories that we referenced to in the prepared remarks.

Your next question comes from the line of Bill Schmitz of Deutsche Bank. You may proceed. Bill Schmitz – Deutsche Bank: Hi guys, good morning.

Good morning, Bill. Bill Schmitz – Deutsche Bank: Hey can we talk a little bit more about what’s going on in the Razor business? First, is it mostly the U.S. or is the spending and some of the share losses global? And then the data we get suggests it’s almost all disposables. So if you look at the all outlet multi-channel data, it looks like for you guys, it suggests sales are down about 17% and your competitors are up 5% so how do you kind of fix that? And then sort of a follow up along those lines is if they’re jacking up their spending and couponing more, why would you guys cut your spending? I mean, wouldn’t the sort of response to higher competitive spending be more spending by you as well?

A lot of questions there. Let me maybe back off and just give a kind of a more general overview at least as we see it. The heightened spending that we referenced in the prepared remarks primarily U.S. based and it’s been – most recent was really in the month of June, which happens to be the last month of our competitor’s fiscal year. And so it was extraordinary kind of over the top. Now, again, the background for that of course is this has always been a highly competitive marketplace, and that’s the nature of the razor blade market and given the market share structures of the two primary players. So it’s within that background that we’ve seen this heightened spending in the June July. And as noted, more legacy products and disposable-type products take the hit versus the innovation products. We’ve been putting the money into the Hydro line in particular. Again, we’re very happy with how Hydro has been performing, both Hydro for Men. The Hydro for Women launch actually is exceeding our expectations. Market share in Women’s is up. And overall, you look at our – you look at market share on a global basis. On a 12-week basis, it’s basically flat. If you look at market share on a 12-week basis for the U.S., total Energizer and Razor Blade market share is actually up 0.2%. So what we’re – that’s for the quarter of course. What we’re heightening is or highlighting is competitive activity we’ve seen in the backend of that quarter and some share losses of more short-term share losses you get out of that. As to why cut spending when they increase spending? Well, this is a pretty recent event, most recent four-week data. But two, we have learned over the years that when you’re competing with a competitor four times bigger than you in this particular category, a frontal assault of spending is normally not a prudent strategy for long-term growth. So we’ll continue to focus on introducing innovation in the category. We will be mindful of the promotion environment. We’re confident with what we can deliver this quarter. And we’re in the process of putting together our plans for our new fiscal year, which begins October 1, as you know. Bill Schmitz – Deutsche Bank: Great. Thanks very much. And then just to follow up, this, well, it looks like a looming restructuring. Do you think it will be bigger in terms of cost and savings, then the last one that you guys did?

I’d rather not speculate at all at this point in time. We have a lot of teams working on this project. I would say we have a broader part of the organization involved in this opportunity than we had before. But how that rolls out in terms of dollars of cost dollars of savings and timing, we really are going to hold off until we get our ducks in line and share those details with you and the others at the next earnings call if that’s okay.

Your next question comes from the line of Ali Dibadj with Bernstein. Please proceed. Ali Dibadj – Bernstein: Hey guys. I guess first question, I’m having trouble teasing out from this top line short fall. How much of it is kind of short term and some of that sounds like it’s competitive reaction so I’m not sure you can predict but some of it maybe cyclical, some of it certainly sounds like it’s shelf space changes, which should have a little bit more short term view. So how much of the impact you believe from a top line perspective is short term in by Household and by Personal Care versus how much is your concern about more secular challenges in the categories?

I think it’s a great question. Let me first – I think try to answer on the Household side because there’s a combination of factors that you kind of allude to. As I view, the Household Battery business, there’s a big secular issue there and that is the category trends. As you’ve been following us over the years and as we talk about the category, certainly, the category is going through decline as a result to devices. Then the Great Recession hit and that actually made declines even worst for the category overall. We saw those rates of decline which were high single digits at times start to moderate to mid single digits and even to low single digits, and I think we expected a year or two ago, for example, when we implemented our battery restructuring – battery plant cost reduction for that category decline rate to continue to moderate. Well, I’m not sure we ever saw it getting back to growth per se, but I think we expect them be closer to flat. And obviously that’s not the case. As we highlighted in this call, the category as we view it is down 5% in units. So that is a secular issue that won’t go away and is part of the reason why we’re taking a re-look on overall cost structure, I think to pile on that is the short-term issue with Wal-Mart, sorry, with a key customer. And like I said that short term hit is specially pronounced this quarter because this is a quarter when customer made some major changes in their stores in terms of taking products off pegs and products off shelves and rearranging to go forward with their plan this year. And so you have a bit of inventory de-load taking place in…

Those kind of options, Ali, are off-the-table in the sense that we’re not doing one of those “strategic” reviews of splitting businesses or selling business, that’s outside the purview, that’s not part of this project. Those sorts of activities we do an ongoing basis as we assess strategically where we want the business going forward, but that’s not part of this. This is really a focus at raw cost structure and do we – we have certain cost in this business. Are they adding the kind of value at currently or going forward as they have in the past. And so that’s really where the focus is.

Your next question comes from the line of Nik Modi with UBS. You may proceed. Nik Modi – UBS: Hi, good morning guys.

Hi, good morning. Nik Modi – UBS: Just a quick question in terms of your international footprint as you think about the cost structure, and I’m curious on how big your top 10 countries are combined since you do operate in over 100 countries and if you’re just thinking about potentially ways to scale back in some of those international markets where you have lack of scale that’s impacting some of your profitability. Any context around just kind of how think about the global footprint would be helpful?

Yeah, I’m kind of looking at Dan here because I’m not sure we really disclosed top 10 countries (inaudible).

Yeah, I guess one way to characterize it Nik is we’ve got 50 brick-and-mortar affiliates, 48 of which are outside North America, which is U.S. and Canada. We look at those on a regular basis. We think financially it makes sense to have infrastructure, individuals on the ground in those markets from a profitability and growth standpoint. And the other 110 or so markets around the world where we sell products, we do through distributors. We review that on a regular basis but I think we talked about this on the last call. There is a scale issue outside of the U.S. with all of those affiliates, but we think that they’re justified from a profitability standpoint. Nik Modi – UBS: And so this would not be part of that review, as I get the question?

Well, okay.

Well, actually, it is part of the review. I mean, we are looking at our total legal entities structure and so it is certainly within scope. Nik Modi – UBS: Got you. Great, thank you very much.

Your next question comes from the line of Christopher Ferrara with Merrill Lynch. Please proceed. Christopher Ferrara – Merrill Lynch: Hey thanks guys and on the A&P outlook and I apologize if you said this already but looking at where EPS came in somewhere near what you thought it was going to do this quarter, it seems clear that sales didn’t. You kept the guidance $6.00 to $6.20, is A&P going to be down more in Q4, I guess than you had anticipated and I guess maybe you said this but is that your reaction to heightened competition, right? I mean you’re bleeding elsewhere so you’re going to save some on the A&P line. Is that kind of the way to think about it?

Well, I think A&P is one of the larger discretionary items obviously one has when managing your overall cost profile. But as we’ve indicate in previous calls actually and will reiterate now A&P levels for the our fourth quarter were always planned to be down, and it’s really driven by Personal Care for the most part and driven by kind of the normal cycle of efforts behind the Hydro launches worldwide. And again keeping in mind Hydro’s been rolled out continent after continent, quarter after quarter so it’s clean for you to see. But for us in terms of kind of a normal cadence on Hydro this quarter that we’re in now was one of where we plan to back off on spending. And as also noted in the comments, it’s really Hydro – the Hydro franchise is doing just fine. And so we’re continuing to see great momentum in cartridges as we pointed out. In terms of shares, overall shares are stable. And so the A&P spending we’re seeing by our competition right now really is more hitting the legacy sort of items, which we don’t necessarily throw a lot of A&P into anyway. So I think our fourth, to kind of answer your question, I think our fourth quarter spending plans are in basically in line with how we planned all year. On top of that, there are some opportunistic savings that both divisions, both Battery and Personal Care, had been able to eke out to help offset some of the volume softness. It’s not just A&P. We’ve seen some product cost savings, some overhead savings, these sorts of discretionary spending savings to kind of adjust to what we saw on the top line.

If I can just jump in. We mentioned that last quarter that our A&P was going to be most highest in the second, third quarters and we dropped significantly in Q4 and it’s really just due to the cadence versus a year ago where we had I think in 2011, we launched Hydro in 13 markets. And so that’s part of the normal launch cadence. If your question is do we cut A&P further to maintain the guidance range, the answer is really no. There’s a few offsetting factors. One is, as you probably know, commodity costs are coming down. So that’s a favorability we really hadn’t factored in our previous guidance. We also and this is not contrary to what I just said on A&P, just due to the slowdown within European markets, we’ve really backed off on some of the A&P spending there and we actually are seeing that in Q3. That’s not really a Q4 event but that will remain through the end of the year. And then we had some favorable taxes. And these are in-period fiscal 2012 taxes, not prior period adjustments as we look at our country mix and our foreign tax credit situation. So all three of those favorabilities have really offset the organic declines that we’re seeing through the rest of the year. Christopher Ferrara – Merrill Lynch: Thanks. And I guess one other – you guys have traditionally opportunistically brought back stock. I’m just curious, why don’t you guys continue to buy back stock, I guess into July, when you probably knew you were sitting on a fairly sizable miss relative to consensus?

Yeah. Chris, the answer to that is the window periods are fairly short in duration and a lot of our share buybacks were through 10d 51 plans which we have to put in place in window periods when we don’t necessarily have that information. And so we’ve put those in place and leave them in place typically. Christopher Ferrara – Merrill Lynch: Got it. Thanks, guys.

Thank you.

Your next question comes from the line of Jason Gere with RBC Capital Markets. Please proceed. Jason Gere – RBC Capital Markets: Thanks. Good morning.

Hi, Jason. Jason Gere – RBC Capital Markets: Just – I guess one quick question then just kind of a bigger question. So obviously you’re talking about the product costs being more favorable. I was wondering maybe if you can guide us a little bit on the FX, it just feels like you haven’t really been hit that hard by FX so far, I was just wondering about the hedging policy and how that kind of looks over the next maybe six to nine months? And then I guess the bigger question is really just on your cash flow outlook for the year and really kind of the rollout of Hydro in terms of using some of that cash flow probably from the Battery side to kind of reinvesting some of those market opportunities. And I think Ward you’ve said in I think the last quarter there’s just a lot of opportunities out there. So I just wondering your confidence in the cash flow maybe this year and into next year will that be able to continue to fund some of the – I guess market expansion with wet shaving?

Okay, I’ll start on the FX question, our translation on the profit line for the quarter was about $12 million unfavorable is I think in the comment. That was offset by about $8 million of gains on hedges versus a year ago so pretty much was offset. As we look forward to Q4 the currency translation is going to get worst. It’s going to be between both divisions around $24 million. But with the hedges we have in place and also if you recall, in Q4 last year we had a fairly big exchange loss that pretty much at existing rates will offset the translation. So the net effect of currencies in Q4 is likely to be zero at – or close to zero at current rates. As we look forward into 2013 and we’re really not going to give guidance until next quarter, but where we stand now it looks like it might be unfavorable roll around $10 million but we’ll update that and give you the details in November. Jason Gere – RBC Capital Markets: That $10 million is for the year?

Yes. Jason Gere – RBC Capital Markets: Okay, thanks.

The question on cash flow.

Well, maybe a general, I guess, attempt to answer that question. Cash flow for the organization remains quite strong, quite positive. We’re not having to invest a lot capital into our household division and frankly, Personal Care division investments as well. CapEx is pretty reasonable. That combined with the working capital project that Dan talked about in the prepared comments. So our cash flow is quite strong. I think the – as you look out into next year, the question in my mind yet to be answered is just the cash flow impact of potential restructuring that we may be doing as a result of the study that’s currently underway. And we’ll have a better handle on that again at the next earnings call. But even with a sizeable potential restructuring or cash hit, I’m not sure that that will be the case but our cash flows are not an issue.

Your next question will come from the line of John Faucher with JPMorgan. Please proceed. John Faucher – JP Morgan: Thanks. As I look at the organic sales guidance heading into the fourth quarter, you talked about how things had gotten progressively or not progressively necessarily but fallen off towards the end of the quarter. So I guess as we look at the sequential improvements in these trends, I’m just trying to figure out, okay, what’s the positive as we head in there? What are you expecting to improve the underlying performance for the fourth quarter? Thanks.

Good question. I’ll take a stab at it and then maybe Dan can add some details. But in the Household side, I think we really took a majority of the hit in the third quarter due to some of the major issues that took place at our major customer, destocking and so forth. Certainly, we’ll have a lower run rate as we go forward in the fourth quarter. But that I don’t expect we’ll have the destocking on top of that. Also in the Household side, we’ve had actually some major account wins in parts of Europe and Asia that we see as offsetting some of what will be experienced with the major customer in the U.S. so those are some reasons to expect some moderation. On Household although we are still calling for organic declines on Household just to be clear. I think on Personal Care, our business is, an innovation pipeline continue to for the most part, be working with or some of the one-time incidents like the Sun Care return of third quarter last year that we annualized against this year that won’t reoccur. Our Hydro business continues to crank along despite what we’ve seen in terms of extraordinary FSI promotional activity in the U.S. in razors and blades. I think as we call for kind of flattish organic growth for Personal Care, that’s within the context of I don’t know, seven, eight plus quarters of growth. So flattish isn’t necessarily robust prediction for Personal Care for the fourth quarter, but we think we can achieve it based on what we’re seeing right now. I think the one outlier there is just the degree of competitive activity. We’ll continue to see by a major competitor in wet shave and we’re expecting it not, for them not to back off for a while and that the division still feels confident that in that sort of outlook. It is an outlook though.

The only thing I’d like to add is that we’re now getting through the periods, we’re anniversarying the backup sizing so from a volume standpoint, we’re not going to have the negative impact that you’re seeing today. John Faucher – JP Morgan: Thanks.

Your next question comes from the line of Connie Maneaty with BMO Capital Markets. Please proceed. Connie Maneaty – BMO Capital Markets: Good morning.

Good morning, Connie. Connie Maneaty – BMO Capital Markets: I am wondering about the cost structure review you’re doing if it’s being done entirely internally or with the help of maybe outside consultants?

We have an outside resource helping us on this one. Connie Maneaty – BMO Capital Markets: Okay. And I also imagine that you’ve done your own benchmarking of your cost structure versus what you would consider a good peer group. Do you – can you tell us where you think you might be out of line or where the opportunities just in broad buckets those – they might be?

I rather not right now only because I don’t want to put any idle speculation out there. There’s – I have 14,000 colleagues in this organization, and we need to do it right. And I think doing it right is with the help of outside resources taking a comprehensive enterprise-wide look and not to be coy, but we don’t really have the answer to your questions and rather than speculate, we’ll just, if I may, defer to our next earnings call in three months. Connie Maneaty – BMO Capital Markets: Okay. And just to follow up on that given the timing of things like this, if you were to announce some conclusions in November and then you put them all in place, the earliest they might have an effect would be the end of fiscal 2013 and into 2014. Is that timeframe at least make some sense?

I don’t want to – I don’t know. It’s probably reasonable to guess that, but until we have something tangible planned I’d rather even not say on that. Sorry.

And your next question is a follow up from Bill Schmitz with Deutsche Bank. Please proceed. Bill Schmitz – Deutsche Bank: By just looking at the fourth quarter comparison, there’s like a $25 million other expense in the fourth quarter, is that gone away in the fourth quarter of this year?

Yeah. Bill, that’s the other financing exchange loss we had last year. So that’s what I was mentioning. That’s pretty much going to offset the transfer since we’re – since we won’t have that this year on a comparative basis that will offset the negative translation. Bill Schmitz – Deutsche Bank: Okay. I’m sorry. I missed that one. And then the tax rate, like what are you guys thinking? Is there going to be favorability year-over-year in the fourth quarter?

Well, what we – there should be. We – we’ve lowered what we have for the quarter. We’re looking at 30% to 30.5%, which is lower than we’ve had historically. And again, that’s a function of just the – how the country mix factors out. We’ve caught up for the first nine months in Q3 that’s why there was the significant tax favorability, but we would expect that rate that we have on a year-to-date basis to continue into Q4.

That was our final question. I will now turn the call back to Ward Klein for closing comments.

Well, again thank you, everyone, for joining us today and your continued interest in Energizer. And I think that concludes everything. Thank you, operator.