Rayovac 2010 Annual Report Download - page 101

Report of Independent Registered Public Accounting Firm
The Board of Directors and Stockholders
Spectrum Brands Holdings, Inc.:
We have audited the accompanying consolidated statements of financial position of Spectrum Brands Holdings,
Inc. and subsidiaries (the Company) as of September 30, 2010 and September 30, 2009 (Successor Company),
and the related consolidated statements of operations, shareholders’ equity (deficit) and comprehensive income
(loss), and cash flows for the year ended September 30, 2010, the period August 31, 2009 to September 30, 2009
(Successor Company), the period October 1, 2008 to August 30, 2009 and the year ended September 30, 2008
(Predecessor Company). In connection with our audits of the consolidated financial statements, we have also
audited the financial statement schedule II. These consolidated financial statements are the responsibility of the
Company’s management. Our responsibility is to express an opinion on these consolidated financial statements
based on our audits.
We conducted our audits 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. 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 audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the
financial position of the Spectrum Brands Holdings, Inc. and subsidiaries as of September 30, 2010 and
September 30, 2009 (Successor Company), and the results of their operations and their cash flows for the year
ended September 30, 2010, the period August 31, 2009 to September 30, 2009 (Successor Company), the period
October 1, 2008 to August 30, 2009 and the year ended September 30, 2008 (Predecessor Company) in
conformity with U.S. generally accepted accounting principles.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board
(United States), the Company’s internal control over financial reporting as of September 30, 2010, based on
criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring
Organizations of the Treadway Commission (COSO), and our report dated December 14, 2010 expressed an
unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.
As discussed in Note 2 to the consolidated financial statements, the Predecessor Company filed a petition for
reorganization under Chapter 11 of the United States Bankruptcy Code on February 3, 2009. The Company’s
plan of reorganization became effective and the Company emerged from bankruptcy protection on August 28,
2009. In connection with their emergence from bankruptcy, the Successor Company Spectrum Brands, Inc.
adopted fresh-start reporting in conformity with ASC Topic 852, “Reorganizations” formerly America Institute
of Certified Public Accountants Statement of Position 90-7, “Financial Reporting by Entities in Reorganization
under the Bankruptcy Code”, effective as of August 30, 2009. Accordingly, the Successor Company’s
consolidated financial statements prior to August 30, 2009 are not comparable to its consolidated financial
statements for periods on after August 30, 2009.
As discussed in Note 10 to the consolidated financial statements, effective September 30, 2009, the Successor
Company adopted the measurement date provision of ASC 715, “Compensation-Retirement Benefits” formerly
FAS 158, “Employers’ Accounting for Defined Benefit Pension and other Postretirement Plans”.
/s/ KPMG LLP
Atlanta, Georgia
December 14, 2010
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