Rayovac 2015 Annual Report Download - page 86

effectiveness of internal control over financial reporting. The total assets of $1,543.1 million and the total net
sales of $160.5 million associated with AAG are included in the consolidated financial statements of the
Company as of and for the year ended September 30, 2015.
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.
AAG Acquisition. On May 21, 2015, we completed our acquisition of AAG. As permitted by the guidelines
established by the staff of the SEC for newly acquired businesses, management has excluded AAG and its
subsidiaries from its assessment of the effectiveness of our internal control over financial reporting. As
previously reported, in connection with the preparation of the financial statements of Armored AutoGroup In.
(“AAG Sub”), a subsidiary of AAG, for the year ended December 31, 2014, certain significant deficiencies in
AAG Sub’s internal controls became evident to its management that, in the aggregate, represent a material
weakness. None of the deficiencies individually represented a material weakness, and all resulting adjustments,
none of which were material, were reflected in AAG’s consolidated financial statements for the year ended
December 31, 2014. In connection with the AAG acquisition, we were aware of and reviewed these deficiencies
as part of our due diligence process and determined that they were not material to us at the time. We will
continue to evaluate and monitor these deficiencies as we integrate AAG into our control environment following
the acquisition and have taken steps to mitigate and address the deficiencies.
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.
SB/RH Holdings, LLC
SB/RH Holdings’ Evaluation of Disclosure Controls and Procedures. Our management, with the
participation of our principal executive officer and principal financial officer, has evaluated the effectiveness of
our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the
Exchange Act) pursuant to Rule 13a-15(b) under the Exchange Act as of the end of the period covered by this
Annual Report on Form 10-K. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer
have concluded that, as of such date, our disclosure controls and procedures are effective to ensure that
information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded,
processed, summarized and reported within the time periods specified in applicable SEC rules and forms, and is
accumulated and communicated to SB/RH Holdings’ management, including SB/RH Holdings’ Chief Executive
Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.
Management’s Annual Report on Internal Control over Financial Reporting. SB/RH Holdings’ 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). SB/RH Holdings’ management assessed the
effectiveness of its internal control over financial reporting as of September 30, 2015. In making this assessment,
SB/RH Holdings’ management used the criteria set forth by the Committee of Sponsoring Organizations of the
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