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SPECTRUM BRANDS | 2007 ANNUAL REPORT 77
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 Sep-
tember 30, 2007, that Spectrum Brands, Inc. and subsidiaries (the
Company) maintained effective internal control over fi nancial
reporting as of September 30, 2007, based on criteria established
in Internal Control – Integrated Framework issued by the Com-
mittee of Sponsoring Organizations of the Treadway Commission
(COSO). The Company’s management is responsible for maintain-
ing effective 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 manage-
ment’s assessment and an opinion on the effectiveness of the Com-
pany’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
control over fi nancial reporting was maintained in all material
respects. Our audit included obtaining an understanding of
internal control over fi nancial reporting, evaluating manage-
ment’s assessment, testing and evaluating the design and operat-
ing effectiveness of internal 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
reliability 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
periods are subject to the risk that controls may become inade-
quate because of changes in conditions, or that the degree of
compliance 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, 2007, 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 Com-
pany maintained, in all material respects, effective internal con-
trol over fi nancial reporting as of September 30, 2007, 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, 2007 and 2006, and the related
consolidated statements of operations, shareholders’ equity
(defi cit) and comprehensive income (loss) and cash fl ows for
each of the years in the three-year period ended September 30,
2007, and our report dated December 14, 2007 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. 158 “Employers’ Account-
ing for Defi ned Benefi t Pension and Other Postretirement Plans,”
effective September 30, 2007.
Atlanta, Georgia
December 14, 2007