Rayovac 2013 Annual Report Download - page 80

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Management’s Annual Report on Internal Control over Financial Reporting. The Company’s management
is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in
Rules 13a-15(f) and 15d-15(f) under the Exchange Act). The Company’s management assessed the effectiveness
of its internal control over financial reporting as of September 30, 2013. In making this assessment, the
Company’s management used the criteria set forth by the Committee of Sponsoring Organizations of the
Treadway Commission (“COSO”) in the Internal Control- Integrated Framework (1992). The Company’s
management has concluded that, as of September 30, 2013, its internal control over financial reporting is
effective based on these criteria. The Company’s management excluded the residential hardware and home
improvement business (the HHI Business) from its assessment of the effectiveness of internal control over
financial reporting, as the Company may omit an assessment of an acquired business’s internal control over
financial reporting from its assessment of the registrant’s internal control; however, such exclusion may not
extend beyond one year from the date of the acquisition, nor may such assessment be omitted from more than
one annual management report on internal control over financial reporting. The total assets of $1,736 million and
total net sales of $870 million associated with the HHI Business are included in the consolidated financial
statements of the Company as of and for the year ended September 30, 2013. The Company’s independent
registered public accounting firm, KPMG LLP, has issued an audit report on the Company’s internal control over
financial reporting, which is included herein.
Changes in Internal Control Over Financial Reporting. There was no change in our internal control over
financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934, as
amended) that occurred during our fourth fiscal quarter that has materially affected, or is reasonably likely to
materially affect, our internal control over financial reporting.
Limitations on the Effectiveness of Controls. The Company’s management, including our Chief Executive
Officer and Chief Financial Officer, does not expect that the Company’s disclosure controls and procedures or
the Company’s internal controls over financial reporting will prevent all errors and all fraud. A control system,
no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the
objectives of the control system are met. Further, the design of a control system must reflect the fact that there
are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the
inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all
control issues and instances of fraud, if any, within the Company have been detected.
ITEM 9B. OTHER INFORMATION
None.
70