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ENR 2005 Annual Report 21
Report of Independent Registered Public Accounting Firm
Tothe Shareholders and Board of Directors of Energizer Holdings, Inc.
We have completed an integrated audit of Energizer Holdings, Inc.’s
2005 consolidated statements and of its internal control over financial
reporting as of September 30, 2005 and audits of its 2004 and 2003
consolidated financial statements in accordance with the standards
of the Public Company Accounting Oversight Board (United States).
Our opinions, based on our audits, are presented below.
Consolidated Financial Statements
In our opinion, the accompanying consolidated balance sheets and
the related consolidated statements of earnings and comprehensive
income, of cash flows and of shareholders equity present fairly, in all
material respects, the financial position of Energizer Holdings, Inc.
and its subsidiaries at September 30, 2005 and 2004 and the results
of their operations and their cash flows for each of the three years in
the period ended September 30, 2005 in conformity with accounting
principles generally accepted in the United States of America. These
financial statements are the responsibility of the Company’s man-
agement. Our responsibility is to express an opinion on these financial
statements based on our audits. We conducted our audits of these
statements in accordance with the standards 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 misstate-
ment. An audit of financial statements includes examining, on a test
basis, evidence supporting the amounts and disclosures in the
financial statements, assessing the accounting principles used and
significant estimates made by management, and evaluating the
overall financial statement presentation. Webelieve that our audits
provide a reasonable basis for our opinion.
Internal Control over Financial Reporting
Also, in our opinion, management’sassessment, included in the
accompanying Management’s Report on Internal Control over
Financial Reporting that the Company maintained effective internal
control over financial reporting as of September 30, 2005 based on
criteria established in Internal Control – Integrated Framework issued
by the Committee of Sponsoring Organizations of the Treadway
Commission (COSO), is fairly stated, in all material respects, based
on those criteria. Furthermore, in our opinion, the Company main-
tained, in all material respects, effective internal control over financial
reporting as of September 30, 2005 based on criteria established in
Internal Control – Integrated Framework issued by the COSO. The
Company’s management is responsible for maintaining effective
internal control over financial reporting and for its assessment of the
effectiveness of internal control over financial reporting. Our respon-
sibility is to express opinions on management’s assessment and
on the effectiveness of the Company’s internal control over financial
reporting based on our audit. We conducted our audit of internal
control over financial reporting in accordance with the standards 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 effective internal control over
financial reporting was maintained in all material respects. An audit
of internal control over financial reporting includes obtaining an
understanding of internal control over financial reporting, evaluating
management’s assessment, testing and evaluating the design and
operating effectiveness of internal control, and performing such other
procedures as we consider necessary in the circumstances. We
believe that our audit provides a reasonable basis for our opinions.
Acompany’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 for
external purposes in accordance with generally accepted account-
ing principles. A company’sinternal 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 arebeing 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’sassets that could have a material
effect on the financial statements.
Because of its inherent limitations, internal control over financial
reporting may not prevent or detect misstatements. Also, projections
of any evaluation of effectiveness to future periods are subject to
the risk that controls may become inadequate because of changes
in conditions, or that the degree of compliance with the policies or
procedures may deteriorate.
PricewaterhouseCoopers LLP
St. Louis, Missouri
November 23, 2005