Rayovac 2011 Annual Report Download - page 95

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, 2011 and 2010 (Successor Company), and the related
consolidated statements of operations, shareholders’ equity (deficit) and comprehensive income (loss), and cash
flows for the years ended September 30, 2011 and September 30, 2010, the period August 31, 2009 to
September 30, 2009 (Successor Company) and the period October 1, 2008 to August 30, 2009 (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 and financial statement schedule are the
responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated
financial statements and financial statement schedule 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 Spectrum Brands Holdings, Inc. and subsidiaries as of September 30, 2011 and 2010
(Successor Company), and the results of their operations and their cash flows for the years ended September 30,
2011 and September 30, 2010, the period August 31, 2009 to September 30, 2009 (Successor Company) and the
period October 1, 2008 to August 30, 2009 (Predecessor Company) in conformity with U.S. generally accepted
accounting principles. Also in our opinion, the related financial statement schedule, when considered in relation
to the basic consolidated financial statements taken as a whole, presents fairly, in all material respects, the
information set forth therein.
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, 2011, 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 8, 2011 expressed an
unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.
As discussed in Note 1 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 its emergence from bankruptcy, Spectrum Brands, Inc. adopted fresh-start reporting in
conformity with ASC Topic 852, “Reorganizations” effective as of August 30, 2009. Accordingly, the
consolidated financial information for periods beginning on or after August 30, 2009 is presented on a different
basis than that for the periods prior to that date and, therefore, is not comparable.
/s/ KPMG LLP
Milwaukee, Wisconsin
December 8, 2011
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