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ENR 2006 ANNUAL REPORT 21
Report of Independent Registered Public Accounting Firm
To the Shareholders and Board of Directors of Energizer Holdings, Inc.
We have completed integrated audits of Energizer Holdings, Inc.’s 2006
and 2005 consolidated financial statements and of its internal control
over financial reporting as of September 30, 2006 and an audit of its
2004 financial statements in accordance with the standards of the
Public Company Accounting Oversight Board (United States). Our opin-
ions, 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, 2006 and 2005, and the results of
their operations and their cash flows for each of the three years in the
period ended September 30, 2006 in conformity with accounting
principles generally accepted in the United States of America. These
financial statements are the responsibility of the Company’s manage-
ment. 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 misstatement.
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. We believe that our audits provide a reason-
able basis for our opinion.
Energizer Holdings, Inc., a September 30 year-end registrant, adopted
FAS 123(R) on October 1, 2005 using the modified retrospective appli-
cation method. The adoption of FAS 123(R) had a material impact on
Energizer Holdings, Inc.’s consolidated financial statements and did not
result in a material cumulative effect adjustment.
Internal Control over Financial Reporting
Also, in our opinion, management’s assessment, included in the accom-
panying Management’s Report on Internal Control over Financial
Reporting that the Company maintained effective internal control over
financial reporting as of September 30, 2006 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 maintained, in all material
respects, effective internal control over financial reporting as of
September 30, 2006 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 responsibility 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 accor-
dance 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.
A 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 for
external purposes in accordance with generally accepted accounting
principles. A company’s internal control over financial reporting
includes those policies and procedures that (i) pertain to the mainte-
nance 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 detec-
tion of unauthorized acquisition, use, or disposition of the company’s
assets 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 con-
ditions, or that the degree of compliance with the policies or procedures
may deteriorate.
PricewaterhouseCoopers LLP
St. Louis, Missouri
December 1, 2006