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Game Changer
NYSE: SPB
Spectrum Brands Holdings
2011 Annual Report

Table of contents

  • Page 1
    Spectrum Brands Holdings 2011 Annual Report Game Changer NYSE: SPB

  • Page 2
    ... America, the Rayovac® brand dominates the baƩery market. Our porƞolio features a wide variety of consumer baƩeries including alkaline, zinc carbon, hearing aid, rechargeable baƩeries and chargers. Rayovac® and VARTA® also market portable lighƟng products. HOME APPLIANCES Spectrum's Russell...

  • Page 3
    ... around the world, demonstraÆŸng that our Spectrum Value Model is working. We believe our Spectrum Value Model is a game changer. This retail customer strategy is ideal for largely everyday, non-discreÆŸonary, replacement consumer products, parÆŸcularly in this challenging environment of sluggish...

  • Page 4
    ... value consumer products for everyday use. We have the capacity to generate strong and conÆŸnuous free cash ï¬,ow built upon a diversified revenue stream, aÆ©racÆŸve margins, and the top one, two or three global market posiÆŸon. We have powerful and enduring brand names in categories with long-term...

  • Page 5
    ... the market and product opportuniÆŸes to drive a rewarding and prosperous future and greater value creaÆŸon for our stakeholders. These are exciÆŸng ÆŸmes for our Company. We are grateful for your support and hope you will conÆŸnue to share our enthusiasm for the future of Spectrum Brands. Sincerely...

  • Page 6
    ...their analysis of the Company's ability to service and repay its debt and meet its working capital requirements. Free cash ï¬,ow should not be considered in isolation or as a substitute for pretax income (loss), net income (loss), cash provided by (used in) operating activities or other statement of...

  • Page 7
    ... the enÆŸty conducÆŸng the remaining business of Fortune Brands, Inc. changed its name to Beam Inc. The comparison below assumes that $100 was invested in (i) the common stock of Spectrum Brands, Inc. (SBI) from September 2, 2009 unÆŸl June 16, 2010, and (ii) following the compleÆŸon of the Merger...

  • Page 8

  • Page 9
    ...reference in this Annual Report on Form 10-K in response to Part III, Items 10, 11, 12, 13 and 14. Act. * For purposes of this calculation only, shares of the registrant's Common Stock, par value $0.01 per share, held by directors and executive officers and by Harbinger Group Inc., Harbinger Capital...

  • Page 10
    ... AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS ... 34 36 39 78 79 79 80 80 ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK ...ITEM 8. ITEM 9. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA ...CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL...

  • Page 11
    ... the United States, Europe, Latin America and Asia. Substantially all of our rechargeable batteries and chargers, shaving and grooming products, small household appliances, personal care products and portable lighting products are manufactured by third-party suppliers, primarily located in Asia. We...

  • Page 12
    ... our competitors' advertising and promotional activities and pricing strategies. On June 28, 2011 we filed a Form S-3 registration statement with the U.S. Securities and Exchange Commission ("SEC") under which 1.2 million shares of our common stock and 6.3 million shares of our common stock held by...

  • Page 13
    ... (AA, AAA, C, D and 9-volt sizes) to both retail and industrial customers. Our alkaline batteries are marketed and sold primarily under the Rayovac and VARTA brands. We also manufacture alkaline batteries for third parties who sell the batteries under their own private labels. Our zinc carbon...

  • Page 14
    We also sell Nickel Metal Hydride (NiMH) rechargeable batteries and a variety of battery chargers under the Rayovac and VARTA brands. Our other specialty battery products include camera batteries, lithium batteries, silver oxide batteries, keyless entry batteries and coin cells for use in watches, ...

  • Page 15
    ... of battery-powered, portable lighting products, including flashlights and lanterns for both retail and industrial markets. We sell our portable lighting products under the Rayovac and VARTA brand names, under other proprietary brand names and pursuant to licensing arrangements with third parties...

  • Page 16
    .... Substantially all of our rechargeable batteries and chargers, portable lighting products, hair care and other personal care products and our electric shaving and grooming products and small appliances are manufactured by third party suppliers that are primarily located in the Asia/Pacific region...

  • Page 17
    ... other premium brands. In Latin America, where zinc carbon batteries outsell alkaline batteries, the Rayovac brand is competitively priced. The pet supply product category is highly fragmented with over 500 manufacturers in the U.S. alone, consisting primarily of small companies with limited product...

  • Page 18
    ... Jarden Corporation, DeLonghi America, Euro-Pro Operating LLC, Metro Thebe, Inc., d/b/a HWI Breville, NACCO Industries, Inc. (Hamilton Beach) and SEB S.A. In addition, Russell Hobbs competes with retailers who use their own private label brands for household appliances (for example, Wal-Mart). Our...

  • Page 19
    ... to our business or financial condition. Electronic and electrical products that we sell in Europe, particularly products sold under the Remington brand name, VARTA battery chargers, certain portable lighting and all of our batteries, are subject to regulation in European Union ("EU") markets under...

  • Page 20
    ... and as our market share changes and, as a result, actual costs to our company could differ from our current estimates and may be material to our business, financial condition or results of operations. The third directive is the Directive on Batteries and Accumulators and Waste Batteries, which was...

  • Page 21
    ... Governance." Copies will also be provided to any stockholder upon written request to the Vice President, Investor Relations & Corporate Communications, Spectrum Brands Holdings, Inc. at 601 Rayovac Drive, Madison, Wisconsin 53711 or via electronic mail at [email protected], or by...

  • Page 22
    ...on Form 10-K. All statements, other than statements of historical facts included in this Annual Report, including the statements under Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations regarding our business strategy, future operations, financial condition...

  • Page 23
    ... Annual Report on Form 10-K is accurate only as of September 30, 2011 or as otherwise specified, as our business, financial condition, results of operations and prospects may have changed since that date. Except as required by applicable law, including the securities laws of the U.S. and the rules...

  • Page 24
    ...our financial statements prepared after August 30, 2009 will not be comparable to our financial information from prior periods. All conditions required for the adoption of fresh-start reporting were met upon emergence from Chapter 11 of the Bankruptcy Code on the Effective Date. However, in light of...

  • Page 25
    ... Related To Our Business We are a parent company and our primary source of cash is and will be distributions from our subsidiaries. We are a parent company with limited business operations of our own. Our main asset is the capital stock of our subsidiaries. We conduct most of our business operations...

  • Page 26
    ..., results of operations and financial condition. In addition, our ability to access the capital markets may be restricted at a time when it could be necessary or beneficial to do so, which could have an impact on our flexibility to react to changing economic and business conditions. In 2011, concern...

  • Page 27
    ...our retail customers, who use their own private label brands, and with distributors and foreign manufacturers of unbranded products. Significant new competitors or increased competition from existing competitors may adversely affect our business, financial condition and results of our operations. We...

  • Page 28
    ... without limitation, fluctuations in the foreign exchange rate of the Euro; changes in the economic conditions or consumer preferences or demand for our products in these markets; the risk that because our brand names may not be locally recognized, we must spend significant amounts of time and money...

  • Page 29
    ... demand trends, energy costs, transportation costs, government regulations, duties and tariffs, changes in currency exchange rates, price controls, general economic conditions and other unforeseen circumstances. In particular, during 2008 and 2010, and to date in 2011, we experienced extraordinary...

  • Page 30
    ... amount of Spectrum Brands' U.S. net operating losses and other tax attributes to certain limitations. As a consequence of the Salton-Applica merger, as well as earlier business combinations and issuances of common stock consummated by both companies, use of the tax benefits of Russell Hobbs...

  • Page 31
    ... of private label products, which we do not produce on their behalf and which directly compete with our products, could have a material adverse effect on our business, financial condition and results of operations. As a result of our international operations, we face a number of risks related to...

  • Page 32
    ... treat, dispose of or recycle certain products we manufacture or import into the EU at our own expense. The EU Directive on Batteries and Accumulators and Waste Batteries bans heavy metals in batteries by establishing maximum quantities of heavy metals in batteries and mandates waste management of...

  • Page 33
    ... our business, financial condition and results of operations. In our Global Batteries & Appliances segment, we license the use of the Black & Decker brand for marketing in certain small household appliances in North America, South America (excluding Brazil) and the Caribbean. Sales of Black & Decker...

  • Page 34
    ... in turn harm our business, financial condition and results of operations. We face risks related to our sales of products obtained from third-party suppliers. We sell a significant number of products that are manufactured by third party suppliers over which we have no direct control. While we have...

  • Page 35
    ... could restrict or eliminate our ability to purchase products from non-compliant suppliers. Any or all of these effects could adversely affect our business, financial condition and results of operations. Class action and derivative action lawsuits and other investigations, regardless of their merits...

  • Page 36
    ... may have a material effect on our business, financial condition and results of operations. We are also subject to proceedings related to our disposal of industrial and hazardous material at off-site disposal locations or similar disposals made by other parties for which we are responsible as...

  • Page 37
    ... in certain of our products that are sold through the Home and Garden Business continue to be evaluated by the EPA as part of this program. It is possible that the EPA or a third party active ingredient registrant may decide that a pesticide we use in our products will be limited or made unavailable...

  • Page 38
    ... testing is necessary include, but are not limited to: strategic decisions to exit a business or dispose of an asset made in response to changes in economic, political and competitive conditions; the impact of the economic environment on the customer base and on broad market conditions that drive...

  • Page 39
    ... governing Spectrum Brands' debt." In addition, because, as of the date HRG and the Harbinger Parties own more than 50% of the voting power of SB Holdings, SB Holdings is considered a controlled company under the NYSE listing standards. As such, the NYSE corporate governance rules requiring...

  • Page 40
    ..., because of the limited market and generally low volume of trading in SB Holdings' common stock that could occur, the share price of its common stock could be more likely to be affected by broad market fluctuations, general market conditions, fluctuations in our operating results, changes in the...

  • Page 41
    ... Plan"), which was approved at the Annual Meeting of Stockholders on March 1, 2011. As a result of shareholder approval of the 2011 Plan, no further awards will be granted under the 2009 Plan and the 2007 RH Plan. Up to 4,625,676 shares of common stock of the Company, net of cancellations, may be...

  • Page 42
    ..., Brazil(1) ...Zinc Carbon Battery Manufacturing Manizales, Colombia(3) ...Zinc Carbon Battery Manufacturing Dixon, Illinois(2) ...Battery & Lighting Device Packaging & Distribution Ellwangen-Neunheim, Germany(2) ...Battery & Lighting Device, Electric Shaver & Personal Care Product Distribution...

  • Page 43
    ... of litigation generally arising out of the ordinary course of business. We do not believe that any other matters or proceedings presently pending will have a material adverse effect on its results of operations, financial condition, liquidity or cash flows. Environmental We have provided for the...

  • Page 44
    ... trading price of or trading market for the SBH Common Stock. Spectrum Brands did not declare or pay any cash dividends on its Old Common Stock or its New Common Stock at any time since it commenced public trading in 1997 through its delisting in connection with the Merger on June 16, 2010, and...

  • Page 45
    ...5, 2011, we have purchased 175,100 shares of our common stock pursuant to this plan. Total Number of Shares Purchased Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs Maximum Number of Shares that may Yet Be Purchased Under the Plans or Programs Period Average Price...

  • Page 46
    ... 30, 2011 and 2010 also includes that of Russell Hobbs since the Merger on June 16, 2010. On November 5, 2008, Spectrum Brands' board of directors committed to the shutdown of the growing products portion of the Home and Garden Business, which includes the manufacturing and marketing of fertilizers...

  • Page 47
    ... 7. Management's Discussion and Analysis of Financial Condition and Results of Operations as well as Note 2(i), Significant Accounting Policies-Intangible Assets, of Notes to Consolidated Financial Statements included in this Annual Report on Form 10-K for further details on impairment charges. 37

  • Page 48
    ...14, Restructuring and Related Charges, of Notes to Consolidated Financial Statements included in this Annual Report on Form 10-K for further discussion. (9) Diluted average shares outstanding for each of Fiscal 2011, Fiscal 2010, the period from August 31, 2009 through September 30, 2009, the period...

  • Page 49
    ... with Item 6. Selected Financial Data and our Consolidated Financial Statements and related notes included in this Annual Report on Form 10-K. Certain prior year amounts have been reclassified to conform to the current year presentation. All references to Fiscal 2011, 2010 and 2009 refer to fiscal...

  • Page 50
    ... the United States, Europe, Latin America and Asia. Substantially all of our rechargeable batteries and chargers, shaving and grooming products, small household appliances, personal care products and portable lighting products are manufactured by third-party suppliers, primarily located in Asia. We...

  • Page 51
    ... that are directly associated with the reorganization from the ongoing operations of the business in our consolidated Statements of Operations and Cash Flows included in this Annual Report on Form 10-K., and have applied fresh-start reporting upon emergence from Chapter 11 of the Bankruptcy Code as...

  • Page 52
    ... to exit our zinc carbon and alkaline battery manufacturing and distribution facility in Ninghai, China, we undertook cost reduction initiatives (the "Ningbo Exit Plan"). These initiatives include fixed cost savings by integrating production equipment into our remaining production facilities and...

  • Page 53
    ...carbon batteries in cell sizes of AA, AAA, C, D and 9-volt, and specialty batteries, which include rechargeable batteries, hearing aid batteries, photo batteries and watch/calculator batteries. Most consumer batteries are marketed under one of the following brands: Rayovac/VARTA, Duracell, Energizer...

  • Page 54
    ... Remington brand, Braun and Norelco. Electric grooming products include beard and mustache trimmers, nose and ear trimmers, body groomers and haircut kits and related accessories. Hair care appliances include hair dryers, straightening irons, styling irons and hair-setters. Europe and North America...

  • Page 55
    ..., which is included in our Fiscal 2010 Consolidated Statements of Operations from June 16, 2010, the date of the Merger, through the end of the period. See Note 15, Acquisitions, of Notes to Consolidated Financial Statements, included in this Annual Report on Form 10-K for supplemental pro forma...

  • Page 56
    ... Fiscal Year 2011 2010 Product line net sales Consumer batteries ...Small appliances ...Pet supplies ...Home and garden control products ...Electric shaving and grooming products ...Electric personal care products ...Portable lighting products ...Total net sales to external customers ... $ 862 778...

  • Page 57
    ... Consolidated Financial Statements included in this Annual Report on Form 10-K for additional information regarding our restructuring and related charges. Operating Income. Operating income of approximately $228 million was recognized in Fiscal 2011 compared to $169 million recognized in Fiscal 2010...

  • Page 58
    ... GAAP Net Income (Loss) from Continuing Operations to Adjusted EBIT and Adjusted EBITDA by segment and for Consolidated SB Holdings for Fiscal 2011 and Fiscal 2010: Global Batteries & Appliances Fiscal 2011 Home and Corporate / Garden Unallocated Business Items(a) (in millions) Global Pet Supplies...

  • Page 59
    ...; and (iii) $4 million related to pre-payment premiums associated with the paydown of our old asset based revolving credit facility and supplemental loan extinguished on June 16, 2010. Global Batteries & Appliances 2011 2010 (in millions) Net sales to external customers ...Segment profit ...Segment...

  • Page 60
    ... slightly to 10.6% in Fiscal 2011 compared to 10.3% in Fiscal 2010. See "Restructuring and Related Charges" below, as well as Note 14, Restructuring and Related Charges, of Notes to Consolidated Financial Statements included in this Annual Report on Form 10-K for additional information regarding...

  • Page 61
    ... dollars will be settled. We reported a foreign exchange gain in Other expense (income), net, of $(1) million during Fiscal 2011 related to the change to the official exchange rate. Global Pet Supplies 2011 2010 (in millions) Net sales to external customers ...Segment profit ...Segment profit as...

  • Page 62
    ...Restructuring and Related Charges, of Notes to Consolidated Financial Statements included in this Annual Report on Form 10-K for additional information regarding our restructuring and related charges. Segment Adjusted EBITDA in Fiscal 2011 was $99 million compared to $104 million in Fiscal 2010. The...

  • Page 63
    ... label battery production at our Dischingen, Germany battery plant to our manufacturing facility in China and restructuring Europe's sales, marketing and support functions. In connection with the European Initiatives, we recorded de minimis pretax restructuring and related charges during Fiscal 2011...

  • Page 64
    ... to the Home and Garden Business. See Note 2(i), Significant Accounting Policies and Practices-Intangible Assets, of Notes to Consolidated Financial Statements included in this Annual Report on Form 10-K for further details on this impairment charge. Interest Expense. Interest expense in Fiscal 2011...

  • Page 65
    ... 2(x), Significant Accounting Policies and Practices- Reorganization Items, of Notes to Consolidated Financial Statements included in this Annual Report on Form 10-K for more information related to our reorganization under Chapter 11 of the Bankruptcy Code. Income Taxes. In Fiscal 2011, we recorded...

  • Page 66
    ...September 30, 2010 Compared to Fiscal Year Ended September 30, 2009 Fiscal 2009, when referenced within this Management's Discussion and Analysis of Financial Condition and Results of Operations included in this Annual Report on Form 10-K, includes the combined results of Old Spectrum for the period...

  • Page 67
    ... Fiscal Year 2010 2009 Product line net sales Consumer batteries ...Pet supplies ...Home and garden control products ...Electric shaving and grooming products ...Small appliances ...Electric personal care products ...Portable lighting products ...Total net sales to external customers ... $ 866 566...

  • Page 68
    ... in Fiscal 2009 primarily related to the shutdown of our Ningbo, China battery manufacturing facility. See "Restructuring and Related Charges" below, as well as Note 14, Restructuring and Related Charges, to our Consolidated Financial Statements included in this Annual Report on Form 10-K for...

  • Page 69
    ... Fiscal 2009. Segment Results. As discussed under "Business Overview" above we manage our business in three reportable segments: (i) Global Batteries & Appliances, (ii) Global Pet Supplies; and (iii) Home and Garden Business. Operating segment profits do not include restructuring and related charges...

  • Page 70
    ... GAAP Net Income (Loss) from Continuing Operations to Adjusted EBIT and Adjusted EBITDA by segment and for Consolidated SB Holdings for Fiscal 2010 and Fiscal 2009: Global Batteries & Appliances Fiscal 2010 Home and Corporate / Garden Unallocated Business Items(a) (in millions) Global Pet Supplies...

  • Page 71
    ... an increase in market share, as consumers opt for our value proposition during the weakening economic conditions in the U.S, which was tempered by a decline in alkaline battery sales in Europe as we continued efforts to exit from unprofitable or marginally profitable private label battery sales, as...

  • Page 72
    ...14, Restructuring and Related Charges, to our Consolidated Financial Statements included in this Annual Report on Form 10-K for additional information regarding our restructuring and related charges. Segment Adjusted EBITDA in Fiscal 2010 was $297 million compared to $274 million in Fiscal 2009. The...

  • Page 73
    ... our emergence from Chapter 11 of the Bankruptcy Code. The decrease in Fiscal 2010 segment profitability was tempered by improved pricing and lower manufacturing and operating costs as a result of our global cost reduction initiatives announced in Fiscal 2009. See "Restructuring and Related Charges...

  • Page 74
    ...in this Annual Report on Form 10-K for additional information regarding our restructuring and related charges. The following table summarizes all restructuring and related charges we incurred in Fiscal 2010 and Fiscal 2009 (in millions): 2010 2009 Costs included in cost of goods sold: Latin America...

  • Page 75
    ... to the Home and Garden Business. See Note 2(i), Significant Accounting Policies and Practices-Intangible Assets, of Notes to Consolidated Financial Statements included in this Annual Report on Form 10-K for further details on this impairment charge. Interest Expense. Interest expense in Fiscal 2010...

  • Page 76
    ... 2(x) Significant Accounting Policies and Practices-Reorganization items, of Notes to Consolidated Financial Statements included in this Annual Report on Form 10-K for more information related to our reorganization under Chapter 11 of the Bankruptcy Code. Income Taxes. In Fiscal 2010, we recorded...

  • Page 77
    ... 30, 2009, the total amount of unrecognized tax benefits that, if recognized, would affect the effective income tax rate in future periods was $13 million and $8 million, respectively. See Note 9, Income Taxes, of Notes to Consolidated Financial Statements included in this Annual Report on Form 10...

  • Page 78
    ...Cash used by operating activities from discontinued operations was de minimis in Fiscal 2011 compared to a use of $11 million in Fiscal 2010. The operating activities of discontinued operations were related to the growing products portion of the Home and Garden Business. See "Discontinued Operations...

  • Page 79
    ... time of emergence from Chapter 11 of the Bankruptcy Code (the "Prior Term Facility") and our then-existing asset based revolving loan facility, to pay fees and expenses in connection with the refinancing and for general corporate purposes. The 9.5% Notes and 12% Notes were issued by Spectrum Brands...

  • Page 80
    ... Consolidated Statements of Financial Position included in this Annual Report on Form 10-K and are amortized as an adjustment to interest expense over the remaining life of the Term Loan. In connection with the refinancing, included in Fiscal 2011 Interest expense are cash charges of approximately...

  • Page 81
    ... price, including a redemption premium, upon the occurrence of a change of control, as defined in such indenture. At September 30, 2011 and September 30, 2010, we had outstanding principal of $245 million under the 12% Notes, including PIK interest of $27 million that was added during Fiscal 2010...

  • Page 82
    ... issuance costs within the Consolidated Statements of Financial Position included in this Annual Report on Form 10-K and are amortized as an adjustment to interest expense over the remaining life of the 12% Notes effective with the closing of the Merger. At September 30, 2011, we were in compliance...

  • Page 83
    ... total market value of the restricted shares on the date of grant was approximately $49 million, which represented unearned restricted stock compensation. Unearned compensation is amortized to expense over the appropriate vesting period. During Fiscal 2011, we filed a registration statement related...

  • Page 84
    ... Commitment Expiration by Fiscal Year 2012 2013 2014 2015 2016 Thereafter Total Letters of credit ...Total Other Commercial Commitments ... $28 $28 $7 $7 $- $- $- $- $- $- $3 $3 $38 $38 Critical Accounting Policies Our Consolidated Financial Statements included in this Annual Report on Form...

  • Page 85
    ... is being used, a history of operating or cash flow losses or an adverse change in legal factors or in the business climate, among others, may trigger an impairment review. An asset's value is deemed impaired if the discounted cash flows or earnings projections generated do not support the carrying...

  • Page 86
    ... asset is reported in Deferred charges and other in our Consolidated Statements of Financial Position included in this Annual Report on Form 10-K. Our trade receivables subject us to credit risk which is evaluated based on changing economic, political and specific customer conditions. We assess...

  • Page 87
    ... contributions. See Note 10, Employee Benefit Plans, of Notes to Consolidated Financial Statements included in this Annual Report on Form 10-K for a more complete discussion of our employee benefit plans. Restructuring and Related Charges Restructuring charges are recognized and measured according...

  • Page 88
    ... to the administrative functions and other costs directly related to the initiatives implemented. See Note 14, Restructuring and Related Charges, of Notes to Consolidated Financial Statements included in this Annual Report on Form 10-K for a more complete discussion of our restructuring initiatives...

  • Page 89
    ...cost of one year's purchases of the related commodities due to the same change in commodity prices, would be a net gain of $0.6 million. ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA The information required for this Item is included in this Annual Report on Form 10-K within Item 15, Exhibits...

  • Page 90
    ...in applicable SEC rules and forms, and is accumulated and communicated to the Company's management, including the Company's Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure. Management's Annual Report on Internal Control over...

  • Page 91
    ... Spectrum Brands Code of Business Conduct and Ethics, a code of ethics that applies to all of our directors, officers and employees. The Spectrum Brands Code of Business Conduct and Ethics is publicly available on our website at www.spectrumbrands.com under "Investor Relations-Corporate Governance...

  • Page 92
    ... Committee Interlocks and Insider Participation" in SB Holdings Definitive Proxy Statement. ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS Ownership of Common Shares of Spectrum Brands Holdings, Inc. The information required by Item 403 of...

  • Page 93
    ...Index to Consolidated Financial Statements and Financial Statement Schedule, filed as part of this Annual Report on Form 10-K. 2. The financial statement schedule listed in the Index to Consolidated Financial Statements and Financial Statement Schedule, filed as part of this Annual Report on Form 10...

  • Page 94
    SPECTRUM BRANDS, INC. AND SUBSIDIARIES INDEX TO CONSOLIDATED FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULE Page Reports of Independent Registered Public Accounting Firm ...Consolidated Statements of Financial Position ...Consolidated Statements of Operations ...Consolidated Statements of ...

  • Page 95
    ... have audited the accompanying consolidated statements of financial position of Spectrum Brands Holdings, Inc. and subsidiaries (the Company) as of September 30, 2011 and 2010 (Successor Company), and the related consolidated statements of operations, shareholders' equity (deficit) and comprehensive...

  • Page 96
    ...We have also audited the accompanying consolidated statements of financial position of Spectrum Brands Holdings, Inc. and subsidiaries as of September 30, 2011 and 2010 (Successor Company), and the related consolidated statements of operations, shareholders' equity (deficit) and comprehensive income...

  • Page 97
    SPECTRUM BRANDS HOLDINGS, INC. AND SUBSIDIARIES Consolidated Statements of Financial Position September 30, 2011 and September 30, 2010 (In thousands, except per share amounts) Successor Company 2011 2010 Assets Current assets: Cash and cash equivalents ...Receivables: Trade accounts receivable, ...

  • Page 98
    SPECTRUM BRANDS HOLDINGS, INC. AND SUBSIDIARIES Consolidated Statements of Operations (In thousands, except per share amounts) Successor Company Period from August 31, 2009 Year Ended Year Ended through September 30, September 30, September 30, 2011 2010 2009 Predecessor Company Period from October ...

  • Page 99
    ... deficit and accumulated other comprehensive income ...- - - Issuance of new common stock in connection with emergence from Chapter 11 of the Bankruptcy Code ...30,000 300 724,796 Balances at August 30, 2009, Successor Company ...30,000 $ 300 $ 724,796 $ - - - - - $ 69,445 - (1,160) 5,104 (2,650...

  • Page 100
    ... Comprehensive Shareholders' Accumulated Income (Loss), Treasury Equity Deficit net of tax Stock (Deficit) Common Stock Shares Amount Additional Paid-In Capital Balances at August 30, 2009, Successor Company ...Net loss ...Adjustment of additional minimum pension liability ...Valuation allowance...

  • Page 101
    SPECTRUM BRANDS HOLDINGS, INC. AND SUBSIDIARIES Consolidated Statements of Cash Flows (In thousands) Predecessor Company Period from Period from August 31, October 1, 2009 2008 Year Ended Year Ended through through September 30, September 30, September August 30, 2011 2010 30, 2009 2009 Cash flows ...

  • Page 102
    ... products in approximately 130 countries through a variety of trade channels, including retailers, wholesalers and distributors, hearing aid professionals, industrial distributors and original equipment manufacturers and enjoys name recognition in its markets under the Rayovac, VARTA and Remington...

  • Page 103
    ... for, and its general policy is not to accept, product returns for battery sales. The Company does accept returns in specific instances related to its shaving, grooming, personal care, home and garden, small appliances and pet products. The provision for customer returns is based on historical sales...

  • Page 104
    SPECTRUM BRANDS HOLDINGS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(CONTINUED) (In thousands, except per share amounts) The Company enters into various promotional arrangements, primarily with retail customers, including arrangements entitling such retailers to cash rebates ...

  • Page 105
    ... nature, are generally made from wire or other longer-lived materials, and are shipped to customers for use in displaying the Company's products. These permanent fixtures are restocked with the Company's product multiple times over the fixture's useful life. The costs of both temporary and permanent...

  • Page 106
    ... has become impaired. During Fiscal 2011, Fiscal 2010 and the period from October 1, 2008 through August 30, 2009, the Company's goodwill and trade name intangibles were tested for impairment as of the Company's August financial period end, the Company's annual testing date, as well as in certain...

  • Page 107
    ... 2011 which required the Company to test its indefinite-lived intangible assets for impairment between annual impairment dates. As more fully discussed above in Note 1, Description of Business, on October 1, 2010, the Company realigned its operating segments into three vertically integrated, product...

  • Page 108
    ...the financial statements are recorded as a component of Accumulated other comprehensive income (loss) ("AOCI"). Also included in AOCI are the effects of exchange rate changes on intercompany balances of a long-term nature. As of September 30, 2011 and September 30, 2010, accumulated gains related to...

  • Page 109
    ... restricted stock and assumed conversion of employee stock options awards. The Predecessor Company common stock was cancelled as a result of the Company's emergence from Chapter 11 of the Bankruptcy Code on the Effective Date. The Successor Company common stock began trading on September 2, 2009. As...

  • Page 110
    ... 2009 has not assumed the exercise of common stock equivalents as the impact would be antidilutive. On June 16, 2010, the Company issued 20,433 shares of its common stock in conjunction with the Merger. Additionally, all shares of its wholly owned subsidiary Spectrum Brands, were converted to shares...

  • Page 111
    ... employee stock awards at the date of grant and recognizes these costs over the requisite service period of the awards. In September 2009, the Successor Company's board of directors (the "Board") adopted the 2009 Spectrum Brands Inc. Incentive Plan (the "2009 Plan"). In conjunction with the Merger...

  • Page 112
    SPECTRUM BRANDS HOLDINGS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(CONTINUED) (In thousands, except per share amounts) The Successor Company granted approximately 1,674 shares of restricted stock during Fiscal 2011. Of these grants, 93 restricted stock units are time-based ...

  • Page 113
    ... post business combination expenses associated with mergers and acquisitions. The following table summarizes acquisition and integration related charges incurred by the Company during Fiscal 2011 and Fiscal 2010 associated with the Merger: 2011 2010 Integration costs ...Employee termination charges...

  • Page 114
    ... accompanying Consolidated Statements of Operations and represent amounts that the Company has identified as directly relating to the bankruptcy cases. Reorganization items expense (income), net during Fiscal 2010 and during the period from August 31, 2009 through September 30, 2009 and the period...

  • Page 115
    SPECTRUM BRANDS HOLDINGS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(CONTINUED) (In thousands, except per share amounts) (5) Goodwill and Intangible Assets Intangible assets consist of the following: Global Batteries & Global Pet Home and Garden Appliances Supplies Business ...

  • Page 116
    ...a trade name within the Home and Garden Business segment. ASC 350 requires companies to test goodwill and indefinite-lived intangible assets for impairment annually, or more often if an event or circumstance indicates that an impairment loss may have incurred. During Fiscal 2011, Fiscal 2010 and the...

  • Page 117
    SPECTRUM BRANDS HOLDINGS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(CONTINUED) (In thousands, except per share amounts) (6) Debt Debt consists of the following: September 30, 2011 Amount Rate September 30, 2010 Amount Rate Term Loan, U.S. Dollar, maturing June 17, 2016 ...

  • Page 118
    SPECTRUM BRANDS HOLDINGS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(CONTINUED) (In thousands, except per share amounts) Senior Term Credit Facility On February 1, 2011, the Company completed the refinancing of its term loan facility, which was initially established in ...

  • Page 119
    ... refinancing of the Prior Term Facility, the Company is no longer required to make interest payments as payment in kind after the semi-annual interest payment date of August 28, 2010. All Fiscal 2011 interest payments were made in cash. The Company may redeem all or a part of the 12% Notes, upon not...

  • Page 120
    SPECTRUM BRANDS HOLDINGS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(CONTINUED) (In thousands, except per share amounts) In connection with the Merger, the Company obtained the consent of the note holders to certain amendments to the 2019 Indenture (the "Supplemental Indenture...

  • Page 121
    SPECTRUM BRANDS HOLDINGS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(CONTINUED) (In thousands, except per share amounts) At September 30, 2010, the Company had aggregate borrowing availability of approximately $225,255, net of lender reserves of $28,972 and outstanding letters...

  • Page 122
    SPECTRUM BRANDS HOLDINGS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(CONTINUED) (In thousands, except per share amounts) The fair value of outstanding derivative contracts recorded as liabilities in the accompanying Consolidated Statements of Financial Position were as follows...

  • Page 123
    SPECTRUM BRANDS HOLDINGS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(CONTINUED) (In thousands, except per share amounts) The following table summarizes the impact of derivative instruments on the accompanying Consolidated Statements of Operations for Fiscal 2010 (Successor ...

  • Page 124
    SPECTRUM BRANDS HOLDINGS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(CONTINUED) (In thousands, except per share amounts) Other Changes in Fair Value of Derivative Contracts For derivative instruments that are used to economically hedge the fair value of the Company's third ...

  • Page 125
    SPECTRUM BRANDS HOLDINGS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(CONTINUED) (In thousands, except per share amounts) rating exposure. The maximum loss due to credit risk equals the fair value of the gross asset derivatives which are primarily concentrated with a foreign ...

  • Page 126
    SPECTRUM BRANDS HOLDINGS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(CONTINUED) (In thousands, except per share amounts) The Company's interest rate swap derivative financial instruments at September 30, 2011 and September 30, 2010 are summarized as follows: 2011 Remaining ...

  • Page 127
    ..., except per share amounts) an adjustment to Loss from discontinued operations, net of tax, by the Predecessor Company. The amount recorded during the period from October 1, 2008 through August 30, 2009, was due to the shutdown of the growing products portion of the Home and Garden Business and...

  • Page 128
    SPECTRUM BRANDS HOLDINGS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(CONTINUED) (In thousands, except per share amounts) Company, the Company adjusts its derivative contract liabilities to reflect the price at which a potential market participant would be willing to assume the...

  • Page 129
    SPECTRUM BRANDS HOLDINGS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(CONTINUED) (In thousands, except per share amounts) The Company's net derivative portfolio as of September 30, 2010, contains Level 2 instruments and consists of commodity, interest rate and foreign exchange ...

  • Page 130
    ... FINANCIAL STATEMENTS-(CONTINUED) (In thousands, except per share amounts) The components of income tax expense are as follows: Successor Company Period from August 31, 2009 through September 30, 2009 Predecessor Company Period from October 1, 2008 through August 30, 2009 2011 2010 Current...

  • Page 131
    SPECTRUM BRANDS HOLDINGS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(CONTINUED) (In thousands, except per share amounts) ...Company September 30, 2011 2010 Current deferred tax assets: Employee benefits ...Restructuring ...Inventories and receivables ...Marketing and promotional...

  • Page 132
    ... will expire beginning in 2012. Certain of the foreign net operating losses have indefinite carryforward periods. The Company is subject to an annual limitation on the use of its net operating losses that arose prior to its emergence from bankruptcy. The Company has had multiple changes of ownership...

  • Page 133
    ...from August 31, 2009 through September 30, 2009 (Successor Company) was not material. In connection with the Merger, the Company recorded additional unrecognized tax benefits of approximately $3,299 as part of purchase accounting. As of September 30, 2011, certain of the Company's legal entities are...

  • Page 134
    ... prior period error in our consolidated financial statements related to deferred taxes in certain foreign jurisdictions. We believe the correction of these errors to be both quantitatively and qualitatively immaterial to our annual results for Fiscal 2011, Fiscal 2010 or to any of our previously...

  • Page 135
    SPECTRUM BRANDS HOLDINGS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(CONTINUED) (In thousands, except per share amounts) Other Benefits Under the Rayovac postretirement plan, the Company provides certain health care and life insurance benefits to eligible retired employees. ...

  • Page 136
    ... per share amounts) The net underfunded status as of September 30, 2011 and September 30, 2010 of $78,831 and $89,411, respectively, is recognized in the accompanying Consolidated Statements of Financial Position within Employee benefit obligations, net of current portion. Included in the Company...

  • Page 137
    ... within each asset class. Specific asset class targets are based on the results of periodic asset liability studies. The investment policies permit variances from the targets within certain parameters. The weighted average expected long-term rate of return is based on a Fiscal 2011 review of such...

  • Page 138
    ... of the Internal Revenue Code. The Company also sponsors defined contribution pension plans for employees of certain foreign subsidiaries. Successor Company contributions charged to operations, including discretionary amounts, for Fiscal 2011, Fiscal 2010 and the period from August 31, 2009 through...

  • Page 139
    ... Period from August 31, 2009 through September 30, 2009 Predecessor Company Period from October 1, 2008 through August 30, 2009 2011 2010 Global Batteries & Appliances ...Global Pet Supplies ...Home and Garden Business ...Total segments ...Corporate ...Total Depreciation and amortization ... $ 68...

  • Page 140
    ... share amounts) Segment profit Successor Company Period from August 31, 2009 through September 30, 2009 Predecessor Company Period from October 1, 2008 through August 30, 2009 2011 2010 Global Batteries & Appliances ...Global Pet Supplies ...Home and Garden Business ...Total segments ...Corporate...

  • Page 141
    ...) during Fiscal 2011 related to the change to the official exchange rate. Segment total assets September 30, 2011 2010 Global Batteries & Appliances ...Global Pet Supplies ...Home and Garden Business ...Total segments ...Corporate ...Total assets at year end ...Segment long-lived assets (A) $2,275...

  • Page 142
    ... CONSOLIDATED FINANCIAL STATEMENTS-(CONTINUED) (In thousands, except per share amounts) Geographic Disclosures-Net sales to external customers Successor Company Period from August 31, 2009 through September 30, 2009 Predecessor Company Period from October 1, 2008 through August 30, 2009 2011 2010...

  • Page 143
    ...canceled and converted into the right to receive shares of SB Holdings common stock. Pursuant to the terms of the Merger Agreement, on February 9, 2010, Spectrum Brands entered into support agreements with the Harbinger Parties and Avenue International Master, L.P. and certain of its affiliates (the...

  • Page 144
    ... dated as of February 9, 2010 (the "Indemnification Agreement"), by which Harbinger Master Fund agreed, among other things and subject to the terms and conditions set forth therein, to guarantee the obligations of Russell Hobbs to pay (i) a reverse termination fee to Spectrum Brands under the merger...

  • Page 145
    ... September 30, 2009 Predecessor Company Period from October 1, 2008 through August 30, 2009 2011 2010 Cost of goods sold: Global Batteries & Appliances ...Global Pet Supplies ...Home and Garden Business ...Total restructuring and related charges in cost of goods sold ...Operating expense: Global...

  • Page 146
    SPECTRUM BRANDS HOLDINGS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(CONTINUED) (In thousands, except per share amounts) The following table summarizes restructuring and related charges incurred by type of charge: Successor Company Period from August 31, 2009 through September...

  • Page 147
    ... FINANCIAL STATEMENTS-(CONTINUED) (In thousands, except per share amounts) 2009 Restructuring Initiatives The Company implemented a series of initiatives within the Global Batteries & Appliances segment, the Global Pet Supplies segment and the Home and Garden Business segment to reduce operating...

  • Page 148
    SPECTRUM BRANDS HOLDINGS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(CONTINUED) (In thousands, except per share amounts) 2008 Restructuring Initiatives The Company implemented an initiative within the Global Batteries & Appliances segment in China to reduce operating costs and...

  • Page 149
    ..., Germany battery plant, transferring private label battery production at the Company's Dischingen, Germany battery plant to the Company's manufacturing facility in China and restructuring its sales, marketing and support functions. The Company has recorded pretax restructuring and related charges...

  • Page 150
    ...the closing market price of the Spectrum Brands common stock at June 16, 2010 was used to calculate the purchase price. The total purchase price of Russell Hobbs was approximately $597,579 determined as follows: Spectrum Brands closing price per share on June 16, 2010 ...Purchase price-Russell Hobbs...

  • Page 151
    SPECTRUM BRANDS HOLDINGS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(CONTINUED) (In thousands, except per share amounts) (1) Number of shares calculated based upon conversion formula, as defined in the Merger Agreement, using balances as of June 16, 2010. (2) The fair value of...

  • Page 152
    ... was supported by historical retention rates. Income taxes were estimated at 36% and amounts were discounted using a rate of 15.5%. The customer relationships were valued at $38,000 under this approach. The Company valued trade names and trademarks using the income approach, specifically the relief...

  • Page 153
    ...accordance with ASC 805, the Company accounted for the acquisition by applying the acquisition method of accounting. The results of Seed Resources operations since December 3, 2010 are included in the Company's Consolidated Statements of Operations and are reported as part of the Global Pet Supplies...

  • Page 154
    ... the Predecessor Company was unable to successfully sell this business, in whole or in part. The shutdown of the growing products portion of the Home and Garden Business was completed during the second quarter of Fiscal 2009. The presentation herein of the results of continuing operations has been...

  • Page 155
    ...date through the date and time the Company's financial statements are issued. The Company has evaluated subsequent events through the date these financial statements were issued. On November 1, 2011, the Company completed the $43,750 cash acquisition of certain trade name brands from The Homax Group...

  • Page 156
    ... BRANDS HOLDINGS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(CONTINUED) (In thousands, except per share amounts) Company will account for the acquisition by applying the acquisition method of accounting and include the fair value of acquired assets within the Company's Home...

  • Page 157
    ... Charged to Costs and Other Expenses Deductions Adjustments(A) Column E Balance at End of Period Descriptions September 30, 2011 (Successor Company): Accounts receivable allowances ...September 30, 2010 (Successor Company): Accounts receivable allowances ...September 30, 2009 (Successor Company...

  • Page 158
    ...behalf by the undersigned thereunto duly authorized. SPECTRUM BRANDS HOLDINGS, INC. By: /s/ David R. Lumley David R. Lumley Chief Executive Officer DATE: December 8, 2011 Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons...

  • Page 159
    ... to Spectrum Brands, Inc.'s Current Report on Form 8-K, filed with the SEC by Spectrum Brands, Inc. on July 16, 2009). Agreement and Plan of Merger by and among SB/RH Holdings, Inc., Battery Merger Corp., Grill Merger Corp., Spectrum Brands, Inc. and Russell Hobbs, Inc. dated as of February 9, 2010...

  • Page 160
    ... 2019, dated as of August 28, 2009, by and among Spectrum Brands, Inc., Battery Merger Corp. and U.S. Bank National Association, as trustee (filed by incorporation by reference to Exhibit 4.4 to the Quarterly Report on Form 10-Q filed with the SEC by Spectrum Brands, Inc. on August 18, 2010). Third...

  • Page 161
    ....5 Form of Spectrum Brands, Inc. Restricted Stock Award Agreement under the 2009 Incentive Plan (filed by incorporation by reference to Exhibit 10.2 to the Current Report on Form 8-K filed with the SEC by Spectrum Brands, Inc. on October 28, 2009). Support Agreement, dated as of February 9, 2010 by...

  • Page 162
    ... the Annual Report on Form 10-K filed with the SEC by Spectrum Brands, Inc. on December 14, 2010). Loan and Security Agreement dated as of June 16, 2010, by and among Spectrum Brands, Inc. and certain of its domestic subsidiaries, as borrowers, the lenders party thereto and Bank of America, N.A., as...

  • Page 163
    ...America, N.A., as collateral agent and administrative agent (filed by incorporation by reference to Exhibit 10.26 to the Annual Report on Form 10-K filed with the SEC by Spectrum Brands, Inc. on December 14, 2010). Copyright Security Agreement dated as of June 16, 2010, by and among the loan parties...

  • Page 164
    ... Statement on Form S-8 filed with the SEC by Spectrum Brands Holdings, Inc. on June 16, 2010). Subsidiaries of Registrant.* Consent of Independent Registered Public Accounting Firm.* Certification of Chief Executive Officer required by Rule 13a-14(a) or Rule 15d-14(a) of the Securities and Exchange...

  • Page 165
    ... of 2002.* Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, ...Label Linkbase Document** XBRL Taxonomy Extension Presentation Linkbase Document** Filed herewith In accordance with Regulation S-T, the XBRL-related information in Exhibit 101 to this Annual Report on Form...

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  • Page 169
    ... 601 Rayovac Drive, Madison, WI 53711. STOCK EXCHANGE The common shares of Spectrum Brands Holdings, Inc. trade on the New York Stock Exchange under the ÆŸcker symbol SPB. Our Company is a member of the Russell 2000 Index. COMPANY INFORMATION Copies of the Annual Report, the Annual Report on Form...

  • Page 170