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20 ENR 2005 Annual Report
Responsibility for Financial Statements
The preparation and integrity of the financial statements of Energizer
Holdings, Inc. are the responsibility of its management. These state-
ments have been prepared in conformance with generally accepted
accounting principles in the United States of America, and in the
opinion of management, fairly present Energizer’s financial position,
results of operations and cash flows.
Energizer maintains accounting and internal control systems,
which it believes are adequate to provide reasonable assurance
that assets are safeguarded against loss from unauthorized use or
disposition and that the financial records are reliable for preparing
financial statements. The selection and training of qualified personnel,
the establishment and communication of accounting and adminis-
trative policies and procedures, and an extensive program of internal
audits are important elements of these control systems.
The report of PricewaterhouseCoopers LLP, registered public
accounting firm, on their audits of the accompanying financial
statements is shown below. This report states that the audits were
made in accordance with the Public Company Accounting Oversight
Board (United States). These standards include a study and evalua-
tion of internal control for the purpose of establishing a basis for
reliance thereon relative to the scope of their audits of the financial
statements.
The Board of Directors, through its Audit Committee consisting
solely of nonmanagement directors, meets periodically with
management, internal audit and the independent auditors to
discuss audit and financial reporting matters. Toassureindepend-
ence, PricewaterhouseCoopers LLP has direct access to the
Audit Committee.
Management’s Report on Internal Control
over Financial Reporting
The management of Energizer is responsible for establishing and
maintaining internal control over financial reporting. The Company’s
internal control over financial reporting is a process designed to
provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements in accordance
with generally accepted accounting principles for external purposes.
The Company’s internal control over financial reporting includes
those policies and procedures that: (i) pertain to the maintenance
of records that, in reasonable detail, accurately and fairly reflect the
transactions and dispositions of the assets of the Company;
(ii) provide reasonable assurance that transactions are recorded as
necessary to permit preparation of financial statements in accordance
with generally accepted accounting principles, and that receipts and
expenditures of the Company are being made only in accordance
with authorizations of management and directors of the Company;
and (iii) provide reasonable assurance regarding prevention or timely
detection of unauthorized acquisition, use or disposition of the
Company’s assets that could have a material effect on the financial
statements. Management conducted an assessment of the effec-
tiveness of the Company’s internal control over financial reporting
based on the framework set forth in Internal Control – Integrated
Framework,issued by the Committee of Sponsoring Organizations
of the Treadway Commission (COSO). Based on the Company’s
assessment, management has concluded that internal control over
financial reporting as of September 30, 2005 was effective. Our
management’s assessment of the effectiveness of the Company’s
internal control over financial reporting as of September 30, 2005
has been audited by PricewaterhouseCoopers LLP,an independent
registered public accounting firm, as stated in their report which
appears herein.
ENERGIZER HOLDINGS, INC.