UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D. C. 20549
FORM
11-K
ANNUAL
REPORT PURSUANT TO SECTION 15(d)
OF
THE
SECURITIES EXCHANGE ACT OF 1934
For
the
Fiscal Year Ended December 31, 2006
Commission
File Number 1-15401
ENERGIZER
HOLDINGS, INC.
SAVINGS
INVESTMENT PLAN
ENERGIZER
HOLDINGS, INC.
SAVINGS
INVESTMENT PLAN
INDEX
TO
FINANCIAL STATEMENTS
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Financial
Statements
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Supplemental
Information
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To
The Plan
Administrator of
Energizer
Holdings,
Inc. Savings Investment Plan
We
have audited the
accompanying statement of net assets available for benefits of the Energizer
Holdings, Inc., Savings Investment Plan (the Plan) as of December 31, 2006
and
the related statement of changes in net assets available for benefits for
the
year then ended. These financial statements are the responsibility of
the Plan's management. Our responsibility is to express an opinion on
these financial statements based on our audit.
We
conducted our
audit 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 includes
consideration of internal control over financial reporting as a basis for
designing audit procedures that are appropriate in the circumstances, but
not
for the purpose of expressing an opinion on the effectiveness of the Plan’s
internal control over financial reporting. Accordingly, we express no
such opinion. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe
that our audit provides a reasonable basis for our opinion.
In
our opinion, the
financial statements referred to above present fairly, in all material
respects,
the net assets available for benefits of the Plan as of December 31, 2006,
and
the changes in net assets available for benefits for the year then ended
in
conformity with accounting principles generally accepted in the United
States of
America.
/s/
RubinBrown LLP
St.
Louis,
Missouri
June
28,
2007
Report
of
Independent Registered Public Accounting Firm
To the
Participants and Administrator of the
Energizer
Holdings,
Inc. Savings Investment Plan:
In
our opinion, the
accompanying Statement of Net Assets Available for Plan Benefits and
the related Statement of Changes in Net Assets Available for Plan
Benefits present fairly, in all material respects, the net assets available
for
benefits of the Energizer Holdings, Inc. Savings Investment Plan (the “Plan”) at
December 31, 2005 and the changes in net assets available
for benefits for the year then ended in conformity with accounting principles
generally accepted in the United States of America. These financial
statements are the responsibility of the Plan’s management. Our
responsibility is to express an opinion on these financial statements based
on
our audit. We conducted our audit 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 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 audit provides a reasonable basis
for our opinion.
St.
Louis,
Missouri
June
28,
2006
STATEMENTS
OF NET ASSETS AVAILABLE FOR BENEFITS
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December
31,
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||||||||
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2006
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2005
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|||||||
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(dollars
in thousands)
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||||||||
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Assets
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||||||||
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Investments,
at fair value (Note 2)
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Vanguard
PRIMECAP Fund Investor Shares
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$ |
25,264
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$ |
19,715
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||||
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Shares
in
registered investment companies
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102,899
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77,034
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||||||
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Vanguard
Index Trust - 500 Portfolio
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83,712 | * | 75,179 | * | ||||
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Vanguard
Money Market Reserve Fund - Federal Portfolio
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26,632
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22,938
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Vanguard
Small-Cap Index Fund Investor Shares
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30,401 | * | 26,185 | * | ||||
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Vanguard
Wellington Fund Investor Shares
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68,284 | * | 46,367 | * | ||||
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Vanguard
Windsor II Fund Investor Shares
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57,912 | * | 47,428 | * | ||||
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Vanguard
Retirement Savings Trust
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91,850 | * | 96,485 | * | ||||
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Common
stock
- Energizer Holdings, Inc. Stock
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89,853 | * | 89,411 | * | ||||
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Loans
to
participants
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9,287
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9,327
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Total
Investments
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586,094
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510,069
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Receivables:
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Employer
contributions
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153
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34
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Participant
contributions
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—
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105
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Total
Receivables
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153
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139
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Total
Assets
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586,247
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510,208
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Liabilities
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Accrued
administrative expenses
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29
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28
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Net
Assets Available For Benefits
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$ |
586,218
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$ |
510,180
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* Investment
represents 5% or more of Plan's net assets.
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See
the
accompanying notes to financial statements.
STATEMENTS
OF CHANGES IN NET ASSETS AVAILABLE
FOR
BENEFITS
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For
The Years
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Ended
December 31,
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2006
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2005
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(dollars
in thousands)
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Additions
To Net Assets Attributed To:
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Investment
Income
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Interest
income
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$ |
627
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$ |
541
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Dividend
income
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21,885
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14,625
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Net
appreciation in fair value of investments
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64,219
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11,829
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86,731
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26,995
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Contributions
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Employer
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5,676
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5,151
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Participant
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19,419
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18,830
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25,095
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23,981
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Total
Additions
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111,826
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50,976
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Deductions
From Net Assets Attributed To:
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Benefits
paid
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35,664
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59,516
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Administrative
expenses
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124
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24
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Total
Deductions
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35,788
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59,540
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Net
Increase/(Decrease)
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76,038
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(8,564 | ) | |||||
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Net
Assets Available For Benefits - Beginning Of Year
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510,180
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518,744
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Net
Assets Available For Benefits - End Of Year
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$ |
586,218
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$ |
510,180
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See
the
accompanying notes to financial statements.
NOTES
TO
FINANCIAL STATEMENTS
December
31,
2006 And 2005
(Dollars
in
thousands, except where stated otherwise)
1.
Description Of The Plan
The
following is a
summary description of the Energizer Savings Investment Plan (the Plan)
and
provides only general information. Participants should refer to the
Plan document for a more complete description of the Plan’s
provisions.
General
The
Plan is a
defined-contribution plan, established for the purpose of enabling employees
to
enhance their long-range financial security through regular savings with
the
benefit of Energizer Holdings, Inc. (the Company) matching
contributions.
The
Plan is subject
to certain provisions of the Employee Retirement Income Security Act of
1974, as
amended (ERISA). However, benefits under the Plan are not eligible
for plan termination insurance provided by the Pension Benefit Guaranty
Corporation under Title IV of ERISA. It is the Company’s intent that
the Plan meets the requirements of Section 404(c) of ERISA. Section
404(c) relieves plan fiduciaries of liability for losses that are the direct
and
necessary result of the participant’s exercise of control over assets in the
participant’s savings plan account.
During
2006, the
Plan was amended to adopt certain provisions of the final 401(k) regulations,
which did not have a significant effect on Plan operations.
Plan
Participation
Participation
in
the Plan is open to substantially all regular full and part-time domestic
employees of the Company and its designated subsidiaries, including certain
internationally assigned employees who are subject to the U. S. Federal
Insurance Contributions Act tax. Prior to April 1, 2005, employees
were eligible to voluntarily participate as of the first day of employment
(when
administratively feasible) and could contribute to the Plan upon
enrollment.
Effective
April 1,
2005, employees are automatically enrolled as Plan participants following
30
days of employment, unless they opt out of participation within 30 days
or
elect, if administratively feasible, to begin participation
earlier. Under the automatic enrollment process, contribution levels
and investment choices are pre-determined, unless employees take action
to
increase/decrease contributions or change investment direction.
Contributions
Participants
can
contribute from 1% to 50% of their compensation as defined by the Plan
in 1%
increments on a before-tax basis, subject to Internal Revenue Service (IRS)
limits. Employees who are automatically enrolled in the Plan
(beginning on and after April 1, 2005) contribute 6% on a before-tax basis,
unless they take action to change the contribution
percentage. Before-tax contributions not exceeding 6% of the
participant’s compensation are matched 50% by the Company.
After-tax
contributions not exceeding 1% of the participant’s compensation are matched
325% by the Company. This match is separately credited to a
participant’s PensionPlus Match Account in the Energizer Holdings, Inc.
Retirement Plan, the Company’s non-contributory defined benefit pension plan
covering substantially all domestic employees. Participants may also
contribute an additional 1% to 21% of their compensation on an after-tax
basis
that is not matched by the Company, subject to IRS and Plan
limits. Therefore, participants may contribute a total of 1% to 22%
of compensation on an after-tax basis. Employees who are
automatically enrolled in the Plan (beginning on and after April 1, 2005)
who
take no action to change the automatic enrollment choice contribute 1%
on an
after-tax basis.
Combined
before-tax
and after-tax participant contributions may not exceed 72% of compensation,
as
limited by federal income tax laws and Plan terms. The total of
before-tax, after-tax and Company matching contributions allocated to
participants’ accounts is limited to the lesser of $44 or 100% of the
participants’ compensation as defined by the Plan for the calendar year
2006. The total of before-tax, after-tax and Company matching
contributions allocated to participants’ accounts is limited to the lesser of
$42 or 100% of the participants’ compensation as defined by the Plan for the
calendar year 2005.
Investment
Options
All
participant
contributions are invested at the participant’s direction in the investment
funds offered by the Plan and selected by the participant. Subsequent
to February 15, 2005, the 50% Company match on the participant’s first 6% of
before-tax contributions is directed to the same investment funds and
allocations as the participant has selected for his/her before-tax contributions
of up to 6%. Prior to February 15, 2005, the Company match was required to
be invested in the Energizer ESOP Common Stock Fund (ENR Stock Fund).
Subsequent to February 15, 2005, participants are permitted to diversify
balances from the ENR Stock Fund to the remaining available investment
options.
For
SWS
participants who invested in Pfizer stock as part of the Pfizer Savings
Plan,
participants could exchange out of the Pfizer Stock Fund into other funds
offered under the Plan, but could not invest new contributions or exchange
any
portion of their existing account into the Pfizer Stock Fund. Any
assets remaining in the Pfizer Stock Fund on March 28, 2005 were reinvested
in
accordance with the SWS participant’s investment directions, or, if no such
directions had been provided, invested in the Vanguard Federal Money Market
Fund.
Vesting
Employee
before-tax
and after-tax contributions and earnings thereon vest
immediately. For Energizer employees, Company matching contributions
and earnings thereon vest over a period of four years at a rate of 25%
per year
for each year of Company service. Participants are 100% vested in
Company matching contributions and earnings thereon after four years of
service. In the event of a participant’s attainment of age 65,
retirement, death, or total and permanent disability, Company contributions
and
earnings thereon become 100% vested, even if the participant has rendered
fewer
than four years of service.
Plan
Withdrawals
Plan
withdrawals of
before-tax contributions may be made prior to termination or retirement
for
cases of financial hardship or at the age of 59 1/2. For all
participants, hardship distributions are limited to the amount required
to meet
the need created by the hardship and are permitted at the discretion of
the Plan
administrator (see “Plan Administration” below). After-tax
contributions and earnings thereon may be withdrawn at any time.
Participant
Loans
Participants
may
borrow from their accounts subject to the provisions of the
Plan. Loans are limited in the aggregate to the lesser of 50% of the
vested amount in the participant’s account or $50, reduced by the highest
outstanding participant loan balance in the one year period ending immediately
before the date of the new loan. The minimum loan amount is one
thousand dollars. Participants pay interest on such loans, at a fixed
rate of 1 percentage point above the prime rate on the date of the
loan. Participant loans can be short or long-term, up to a maximum
loan period of five years for general-purpose loans and 10 years for the
purchase of a principal residence. Loan repayments are made through
payroll deduction each pay period. Participants must agree orally
(ratified by subsequent cashing of the loan check), electronically, or
in
writing to the terms of the loan. In the event of the participant’s
termination, the unpaid balance, if not repaid, will be subtracted from
the
participant’s final distribution.
Forfeitures
Upon
the
participant’s termination of employment, any Company matching contributions and
the earnings thereon that are not vested will be forfeited, but will be
restored
and eligible for additional vesting if the participant again becomes an
eligible
employee within five years after termination and completes additional years
of
service. Forfeitures, net of amounts restored, are used to reduce
future Company contributions required under the Plan. Forfeitures
were $58 and $81 for the years ended December 31, 2006 and 2005,
respectively.
Plan
Administration
The
Plan is
administered by the Energizer Plans Administrative Committee
(EPAC). EPAC, which reviews and determines benefit appeals by
participants, has the exclusive right to interpret the Plan and to decide
matters arising under the Plan or in connection with its administration,
including determination of eligibility for, and the amount of distributions
and
withdrawals. Members of the EPAC are Company employees and are
appointed by the Company’s Board of Directors. They are listed as
follows:
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Daniel
J.
Sescleifer
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Executive
Vice President and Chief Financial Officer
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William
C.
Fox
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Vice
President and Treasurer
|
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Peter
J.
Conrad
|
Vice
President, Human Resources
|
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Michael
Cummings
|
Vice
President, Global Operations – Schick-Wilkinson Sword
|
|
Mark
A.
Schafale
|
Vice
President and Controller
|
|
Joseph
J.
Tisone
|
Vice
President, Global Operations – Energizer Battery
|
|
Geraldine
S.
Auger
|
Vice
President, HR
Programs
|
ENERGIZER
HOLDINGS, INC. SAVINGS INVESTMENT PLAN
Notes
To Financial
Statements (Continued)
(Dollars
in
thousands, except where stated otherwise)
Vanguard
Fiduciary
Trust Company is Trustee of the assets of the Plan. As Trustee,
Vanguard Fiduciary Trust Company has the authority to hold, manage and
protect
the assets of the Plan in accordance with the provisions of the Plan and
the
trust agreements.
Plan
Termination
The
Company may, by
action of its Board of Directors, terminate the Plan with respect to all
participating companies. In case of such termination, participants
shall be fully vested in Company matching contributions credited to their
accounts and, subject to Plan provisions and applicable law, the total
amount in
each participant’s account shall be distributed to the participant or for the
participant’s benefit.
2.
Summary
Of
Significant Accounting Policies
The
significant
accounting policies followed by the Plan are described below:
Basis
of
Accounting
The
financial
statements of the Plan are prepared using the accrual basis of accounting,
except that distributions to participants are recorded when paid.
Investment
Valuation
The
Plan’s
investments are stated at fair value. Shares of registered investment
companies are valued at quoted market prices, which represent the net asset
value of shares held by the Plan at year-end. Units of the Retirement
Savings Trust are valued at net asset value at year-end. The ENR
Stock Fund and the Pfizer Stock Fund are recorded at fair value, based
on the
closing market price of the stock on the last business day of the Plan
year. Notes receivable from participants are valued at cost, which
approximates fair value.
Investment
securities are exposed to various risks, such as interest rate, market
and
credit. Due to the level of risk associated with certain investment
securities and the level of uncertainty related to changes in the value
of
investment securities, it is at least reasonably possible that changes
in risks
in the near term could materially affect the amounts reported in the Statements
of Net Assets Available for Plan Benefits.
Investments
that
represent 5 percent or more of the Plan net assets are separately identified
in
the “Statements of Net Assets Available for Plan Benefits”.
Income
Recognition
Interest
income is
recognized when earned and dividend income is recognized on the date of
record. Realized and unrealized gains and losses are determined using
the average cost method.
Use
of
Estimates
The
preparation of
these financial statements requires management to make estimates and assumptions
that affect the reported amounts of assets and liabilities, and revenues
and
expenses during the reporting period. Actual results could differ
from those estimates.
3.
Related Party and Party-in-Interest
The
Company, as
Plan sponsor, is a related party to the Plan. At December 31, 2006
and 2005, the Plan held shares of ENR Stock with a market value of $89,853
and
$89,411 respectively. Of these shares, the Plan purchased $9,011 and
sold $42,227 of ENR Stock for the year ended December 31, 2006 and for
the year
ended December 31, 2005, the Plan purchased $58,746 and sold
$88,719.
Vanguard
Fiduciary
Trust Company as Trustee of the Plan’s assets is a party-in-interest as defined
by ERISA. For Plan assets managed by Vanguard, the Plan held $486,954
and $411,331 of investment funds and short-term investments at December
31, 2006
and 2005, respectively. Of these investments, the Plan purchased
$140,701 and sold $107,585 for the year ended December 31, 2006 and for
the year
ended December 31, 2005, the Plan purchased $98,296 and sold
$68,881.
These
transactions
are exempt party-in-interest transactions under Section 408(b)(8) of the
ERISA
statutes.
4.
Income
Tax Status
The
Plan received a
favorable letter of determination from the Internal Revenue Service dated
March
27, 2003, indicating compliance with section 401(a) of the Internal Revenue
Code
and exemption under the provisions of section 501(a). Thus, a
provision for a federal income tax is not required in the accompanying
financial
statements. While the Plan was amended for the inclusion of SWS
colleagues, the Company has determined that a new IRS tax determination
letter
was not warranted due to that event. The Company will seek a new
letter of determination upon further amendments of the Plan in the future
as
legally required.
5.
Investments
For
the year ended
December 31, 2006 and 2005, the Plan’s investments, including Plan investments
held by Vanguard, appreciated by $64,219 and $11,829 respectively, as
follows. Amounts include gains and losses on investments sold as well
as held during the year and are broken out for investments that represent
5% or
more of the Plan’s net assets.
|
For
The Years
|
||||||||
|
Ended
December 31,
|
||||||||
|
2006
|
2005
|
|||||||
|
(dollars
in thousands)
|
||||||||
|
Net
appreciation in fair market value
|
||||||||
|
Vanguard
Index Trust – 500
Portfolio
|
$ |
10,001
|
$ |
2,157
|
||||
|
Vanguard
Wellington Fund Investor
Shares
|
3,240
|
233
|
||||||
|
Vanguard
Windsor II Fund Investor
Shares
|
5,239
|
858
|
||||||
|
Vanguard
Small-Cap Index Fund Investor
Shares
|
3,757
|
1,552
|
||||||
|
Energizer
Holdings, Inc. Common
Stock
|
33,658
|
4,227
|
||||||
|
Pfizer,
Inc. Common
Stock
|
---
|
(728 | ) | |||||
|
Other
|
8,324
|
3,530
|
||||||
| $ |
64,219
|
$ |
11,829
|
|||||
6.
Nonparticipant-directed
Investments
The
net assets in
nonparticipant-directed investments, which are in the ENR Stock Fund,
were $0 at
December 31, 2006 and 2005, respectively. Information about the
changes in net assets relating to the nonparticipant-directed investments
is as
follows:
|
For
The Years
|
||||||||
|
Ended
December 31,
|
||||||||
|
2006
|
2005
|
|||||||
|
(dollars
in thousands)
|
||||||||
|
Changes
in
Net Assets:
|
||||||||
|
Contributions
|
$ | $ |
458
|
|||||
|
Net
appreciation
|
7,064
|
|||||||
|
Benefits
paid
|
(396 | ) | ||||||
|
Transfers
to participant-directed
investments
|
(40,408 | ) | ||||||
|
Other
|
--
|
|||||||
| $ |
0
|
$ | (33,282 | ) | ||||
As
stated earlier,
during plan year 2005, the Company removed the exchange restriction
previously
in place on the restricted portion of the Energizer Stock Fund in
the Plan (SIP)
effective February 15, 2005. Likewise, the allocation of the Company’s pre-tax
matching contributions will no longer be automatically allocated
to Energizer
stock, but rather will be allocated in accordance with each participant’s
pre-tax payroll contributions investment elections. These changes to the
Savings Investment Plan were made to enhance each colleague’s ability to ensure
appropriate diversification in their SIP portfolio.
7.
Form 5500
For
the year ended
December 31, 2006 and 2005, there were no reconciling items between
the Plan and
Form 5500.
Supplemental
Schedule
Accounting
Firm On Supplementary Information
Our
audit was
performed for the purpose of forming an opinion on the basic financial
statements taken as a whole. The supplemental schedule of assets held
at end of year is presented for purposes of additional analysis and
is not a
required part of the basic financial statements, but is supplementary
information required by the Department of Labor’s Rules and Regulations for
Reporting and Disclosure under the Employee Retirement Income Security
Act of
1974. This supplemental schedule is the responsibility of the Plan’s
management. The supplemental schedule has been subjected to the
auditing procedures applied in the audit of the basic financial statements
and,
in our opinion, is fairly stated in all material respects in relation
to the
basic financial statements taken as a whole.
/s/
RubinBrown LLP
June 28, 2007
June 28, 2007
EIN
43-1863181 PLAN NO. 002
SCHEDULE
H,
LINE 4i - SCHEDULE OF ASSETS (HELD AT END OF YEAR)
December
31, 2006
(Dollars
in
Thousands)
|
(a)
|
(b) Identity
of Issue, Borrower, Lessor, or Similar Party
|
(c) Description
of Investment Including Maturity Date, Rate of Interest,
Collateral,
Par,
or Maturity Value
|
(d) Cost
|
(e) Current
value
|
|
*
|
Vanguard
Group
|
PRIMECAP
Fund
|
$ 22,155
|
$ 25,264
|
|
*
|
Vanguard
Group
|
500
Index
Portfolio
|
74,683
|
83,712
|
|
*
|
Vanguard
Group
|
Money
Market
Reserve Fund - Federal Portfolio
|
26,632
|
26,632
|
|
*
|
Vanguard
Group
|
Wellington
Fund
|
62,887
|
68,284
|
|
*
|
Vanguard
Group
|
Windsor
II
Fund
|
47,670
|
57,912
|
|
*
|
Vanguard
Group
|
International
Growth Fund
|
28,406
|
33,279
|
|
*
|
Vanguard
Group
|
Small
Cap
Index Fund
|
22,147
|
30,401
|
|
*
|
Vanguard
Group
|
Explorer
Fund
|
10,439
|
11,129
|
|
*
|
Vanguard
Group
|
Bond
Market
Index
|
15,282
|
15,111
|
|
*
|
Vanguard
Group
|
Forward
International Sml Companies Fund Institutional Class
|
3,336
|
3,604
|
|
*
|
Vanguard
Group
|
Mainstay
Small Cap Opportunity Fund I
|
1,299
|
1,397
|
|
*
|
Vanguard
Group
|
Target
Retirement 2005 Fund
|
1,280
|
1,266
|
|
*
|
Vanguard
Group
|
Target
Retirement 2010 Fund
|
7,380
|
7,507
|
|
*
|
Vanguard
Group
|
Target
Retirement 2015 Fund
|
8,119
|
8,159
|
|
*
|
Vanguard
Group
|
Target
Retirement 2020 Fund
|
6,833
|
6,937
|
|
*
|
Vanguard
Group
|
Target
Retirement 2025 Fund
|
4,977
|
4,978
|
|
*
|
Vanguard
Group
|
Target
Retirement 2030 Fund
|
4,290
|
4,350
|
|
*
|
Vanguard
Group
|
Target
Retirement 2035 Fund
|
2,554
|
2,586
|
|
*
|
Vanguard
Group
|
Target
Retirement 2040 Fund
|
1,020
|
1,025
|
|
*
|
Vanguard
Group
|
Target
Retirement 2045 Fund
|
797
|
804
|
|
*
|
Vanguard
Group
|
Target
Retirement 2050 Fund
|
238
|
246
|
|
*
|
Vanguard
Group
|
Target
Retirement Income
|
518
|
521
|
|
Total
Investment in Shares in Registered Investment Company
|
352,942
|
395,104
|
||
|
*
|
Vanguard
Group
|
Vanguard
Retirement Saving Trust (Common/Collective Trust)
|
91,850
|
91,850
|
|
Total
Investment in Common/Collective Trust
|
91,850
|
91,850
|
||
|
*
|
Energizer
Holdings, Inc.
|
ESOP
Common
Stock - Participant directed
|
44,314
|
89,853
|
|
Total
Investment in Common Stock
|
44,314
|
89,853
|
||
|
*
|
Participant
Loans
|
Notes
Receivable from Participants (various maturity dates, 4.75% to
10.50%
interest)
|
-
|
9,287
|
|
$ 489,106
|
$ 586,094
|
|||
|
*
Investment
represents allowable transaction with a party-in-interest.
|
||||
Pursuant
to the
requirements of the Securities Exchange Act of 1934, Energizer Holdings,
Inc.,
as Plan Administrator of the Savings Investment Plan, has duly caused this
annual report to be signed by the undersigned thereunto duly
authorized.
ENERGIZER
HOLDINGS,
INC.
By: _____________________________________________
Daniel
J. Sescleifer
Executive
Vice President and Chief Financial
Officer
June
28,
2007