Rayovac 2010 Annual Report Download - page 102

Report of Independent Registered Public Accounting Firm
The Board of Directors and Stockholders
Spectrum Brands Holdings, Inc.:
We have audited Spectrum Brands Holdings, Inc. and subsidiaries (the Company) 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). 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, included in the accompanying
Management’s Annual Report on Internal Control Over Financial Reporting. Our responsibility is to express an
opinion on the Company’s internal control over financial 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 financial reporting was maintained in all material respects. Our audit
included obtaining an understanding of internal control over financial reporting, assessing the risk that a material
weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on
the assessed risk. Our audit also included 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 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 (1) pertain to the maintenance of records that, in reasonable detail,
accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) 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 (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 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 conditions, or that the degree of compliance with the
policies or procedures may deteriorate.
In our opinion, Spectrum Brands Holdings, Inc. and subsidiaries maintained, in all material respects, effective
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.
We have also audited the accompanying consolidated statements of financial position of Spectrum Brands
Holdings, Inc. and subsidiaries 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), along with the financial statement schedule II, and our report dated December 14, 2010
expressed an unqualified opinion on those consolidated financial statements.
The Company acquired Russell Hobbs, Inc. and its subsidiaries (Russell Hobbs) on June 16, 2010. Management
excluded Russell Hobbs from its assessment of the effectiveness of internal control over financial reporting and
the associated total assets of $863,282,000 and total net sales of $237,576,000 included in the consolidated
financial statements of the Company as of and for the year ended September 30, 2010. Our audit of internal
control over financial reporting of the Company as of September 30, 2010 also excluded Russell Hobbs.
/s/ KPMG LLP
Atlanta, Georgia
December 14, 2010
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