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62 SPECTRUM BRANDS | 2006 ANNUAL REPORT
Report of Independent Registered Public
Accounting Firm
The Board of Directors and Shareholders
Spectrum Brands, Inc.:
We have audited management’s assessment, included in the
accompanying Management’s Annual Report on Internal Controls Over
Financial Reporting as set forth in Item 9A of Spectrum Brands, Inc.
Annual Report on Form 10-K for the year ended September 30,
2006, that Spectrum Brands, Inc. and subsidiaries (the Company)
maintained effective internal control over fi nancial 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).
The Company’s management is responsible for maintaining effec-
tive internal control over fi nancial reporting and for its assessment
of the effectiveness of internal control over fi nancial reporting.
Our responsibility is to express an opinion on management’s
assessment and an opinion on the effectiveness of the Company’s
internal control over fi nancial reporting 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 effective internal con-
trol over fi nancial reporting was maintained in all material respects.
Our audit included obtaining an understanding of internal control
over fi nancial reporting, evaluating management’s assessment, test-
ing and evaluating the design and operating effectiveness of inter-
nal control, and performing such other procedures as we considered
necessary in the circumstances. We believe that our audit provides
a reasonable basis for our opinion.
A company’s internal control over fi nancial reporting is a pro-
cess designed to provide reasonable assurance regarding the reli-
ability of fi nancial reporting and the preparation of fi nancial
statements for external purposes in accordance with generally
accepted accounting principles. A company’s internal control
over fi nancial reporting includes those policies and procedures
that (1) pertain to the maintenance of records that, in reasonable
detail, accurately and fairly refl ect the transactions and disposi-
tions of the assets of the Company; (2) provide reasonable assur-
ance that transactions are recorded as necessary to permit
preparation of fi nancial statements in accordance with generally
accepted accounting principles, and that receipts and expendi-
tures of the Company are being made only in accordance with
authorizations of management and directors of the Company;
and (3) 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
fi nancial statements.
Because of its inherent limitations, internal control over
fi nancial reporting may not prevent or detect misstatements.
Also, projections of any evaluation of effectiveness to future peri-
ods are subject to the risk that controls may become inadequate
because of changes in conditions, or that the degree of compli-
ance with the policies or procedures may deteriorate.
In our opinion, management’s assessment that the Company
maintained effective internal control over fi nancial reporting as of
September 30, 2006, is fairly stated, in all material respects, based
on criteria established in Internal Control—Integrated Framework issued
by the COSO. Also, in our opinion, the Company maintained, in all
material respects, effective internal control over fi nancial reporting
as of September 30, 2006, based on criteria established in Internal
Control—Integrated Framework issued by the COSO.
We also have audited, in accordance with the standards of
the Public Company Accounting Oversight Board (United
States), the consolidated balance sheets of Spectrum Brands,
Inc. and subsidiaries as of September 30, 2006 and 2005, and
the related consolidated statements of operations, sharehold-
ers’ equity and comprehensive income (loss) and cash fl ows for
each of the years in the three-year period ended September 30,
2006, and our report dated December 14, 2006 expressed an
unqualifi ed opinion on those consolidated fi nancial statements.
Our report refers to the Company’s adoption of Statement of
Financial Accounting Standards No. 123(R), “Share-Based Payment”
effective October 1, 2005, the beginning of the Company’s fi scal
year ended September 30, 2006.
Atlanta, Georgia
December 14, 2006
2006 Form 10-K Annual Report
Spectrum Brands, Inc.