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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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¨
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Delaware
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22-2423556
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification Number)
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601 Rayovac Drive, Madison, Wisconsin
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53711
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(Address of principal executive offices)
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(Zip Code)
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Large accelerated filer
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¨
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Accelerated filer
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¨
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Non-accelerated filer
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x
(Do not check if a smaller reporting company)
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Smaller reporting company
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¨
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Page
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PART I
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ITEM 1.
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BUSINESS
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ITEM 1A.
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RISK FACTORS
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ITEM 1B.
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UNRESOLVED STAFF COMMENTS
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ITEM 2.
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PROPERTIES
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ITEM 3.
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LEGAL PROCEEDINGS
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ITEM 4.
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MINE SAFETY DISCLOSURES
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PART II
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ITEM 5.
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MARKET FOR THE REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
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ITEM 6.
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SELECTED FINANCIAL DATA
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ITEM 7.
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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
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ITEM 7A.
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QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
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ITEM 8.
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FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
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ITEM 9.
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CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
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ITEM 9A.
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CONTROLS AND PROCEDURES
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ITEM 9B.
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OTHER INFORMATION
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PART III
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ITEM 10.
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DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
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ITEM 11.
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EXECUTIVE COMPENSATION
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ITEM 12.
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
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ITEM 13.
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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE
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ITEM 14.
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PRINCIPAL ACCOUNTING FEES AND SERVICES
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PART IV
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ITEM 15.
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EXHIBITS, FINANCIAL STATEMENTS AND SCHEDULES
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INDEX TO CONSOLIDATED FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULE
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SIGNATURES
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EXHIBIT INDEX
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ITEM 1.
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BUSINESS
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•
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consumer batteries, including alkaline and zinc carbon batteries, rechargeable batteries and chargers and hearing aid batteries, other specialty batteries and portable lighting products;
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•
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pet supplies, including aquatic equipment and supplies, dog and cat treats, small animal foods, clean up and training aids, health and grooming products and bedding;
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•
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home and garden control products including household insect controls, insect repellents and herbicides;
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electric and wet shaving and grooming devices;
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small appliances, including small kitchen appliances and home product appliances; and
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electric personal care and styling devices.
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Percentage of Total Company
Net Sales for the Fiscal Year Ended
September 30,
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2012
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2011
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2010
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Consumer batteries
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29
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%
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30
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%
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38
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%
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Small appliances
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24
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%
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24
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%
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9
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%
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Pet supplies
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19
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%
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18
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%
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22
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%
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Home and garden control products
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12
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%
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11
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%
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13
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%
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Electric shaving and grooming
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8
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%
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9
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%
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10
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%
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Electric personal care products
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8
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%
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8
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%
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8
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%
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100
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%
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100
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%
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100
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%
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ITEM 1A.
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RISK FACTORS
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•
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the impact of our substantial indebtedness on our business, financial condition and results of operations;
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•
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the impact of restrictions in our debt instruments on our ability to operate our business, finance our capital needs or pursue or expand business strategies;
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•
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any failure to comply with financial covenants and other provisions and restrictions of our debt instruments;
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our ability to successfully integrate the business acquired in connection with the combination with the HHI Business and achieve the expected synergies from that integration at the expected costs;
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the impact of expenses resulting from the implementation of new business strategies, divestitures or current and proposed restructuring activities;
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the impact of fluctuations in commodity prices, costs or availability of raw materials or terms and conditions available from suppliers, including suppliers’ willingness to advance credit;
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•
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interest rate and exchange rate fluctuations;
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•
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the loss of, or a significant reduction in, sales to a significant retail customer(s);
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•
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competitive promotional activity or spending by competitors or price reductions by competitors;
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the introduction of new product features or technological developments by competitors and/or the development of new competitors or competitive brands;
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the effects of general economic conditions, including inflation, recession or fears of a recession, depression or fears of a depression, labor costs and stock market volatility or changes in trade, monetary or fiscal policies in the countries where we do business;
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changes in consumer spending preferences and demand for our products;
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our ability to develop and successfully introduce new products, protect our intellectual property and avoid infringing the intellectual property of third parties;
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our ability to successfully implement, achieve and sustain manufacturing and distribution cost efficiencies and improvements, and fully realize anticipated cost savings;
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the cost and effect of unanticipated legal, tax or regulatory proceedings or new laws or regulations (including environmental, public health and consumer protection regulations);
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public perception regarding the safety of our products, including the potential for environmental liabilities, product liability claims, litigation and other claims;
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•
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the impact of pending or threatened litigation;
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•
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changes in accounting policies applicable to our business;
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•
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government regulations;
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•
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the seasonal nature of sales of certain of our products;
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•
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the effects of climate change and unusual weather activity;
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the effects of political or economic conditions, terrorist attacks, acts of war or other unrest in international markets;
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the risk that synergies will not be realized following the consummation of the Hardware Acquisition; and
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the ability to consummate the Hardware Acquisition.
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require us to dedicate a large portion of our cash flow to pay principal and interest on our indebtedness, which will reduce the availability of our cash flow to fund working capital, capital expenditures, research and development expenditures and other business activities;
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increase our vulnerability to general adverse economic and industry conditions;
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limit our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate;
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restrict our ability to make strategic acquisitions, dispositions or to exploit business opportunities;
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place us at a competitive disadvantage compared to our competitors that have less debt; and
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limit our ability to borrow additional funds (even when necessary to maintain adequate liquidity) or dispose of assets.
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We compete against many well-established companies that may have substantially greater financial and other resources, including personnel and research and development, and greater overall market share than us.
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In some key product lines, our competitors may have lower production costs and higher profit margins than us, which may enable them to compete more aggressively in offering retail discounts, rebates and other promotional incentives.
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Product improvements or effective advertising campaigns by competitors may weaken consumer demand for our products.
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•
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Consumer purchasing behavior may shift to distribution channels where we do not have a strong presence.
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Consumer preferences may change to lower margin products or products other than those we market.
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We may not be successful in the introduction, marketing and manufacture of any new products or product innovations or be able to develop and introduce, in a timely manner, innovations to our existing products that satisfy customer needs or achieve market acceptance.
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currency fluctuations, including, without limitation, fluctuations in the foreign exchange rate of the Euro;
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changes in the economic conditions or consumer preferences or demand for our products in these markets;
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the risk that because our brand names may not be locally recognized, we must spend significant amounts of time and money to build brand recognition without certainty that we will be successful;
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labor unrest;
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political and economic instability, as a result of terrorist attacks, natural disasters or otherwise;
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lack of developed infrastructure;
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longer payment cycles and greater difficulty in collecting accounts;
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restrictions on transfers of funds;
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import and export duties and quotas, as well as general transportation costs;
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changes in domestic and international customs and tariffs;
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changes in foreign labor laws and regulations affecting our ability to hire and retain employees;
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inadequate protection of intellectual property in foreign countries;
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unexpected changes in regulatory environments;
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•
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difficulty in complying with foreign law;
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difficulty in obtaining distribution and support; and
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adverse tax consequences.
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Although contracts with our suppliers address related compliance issues, we may be unable to procure appropriate Restriction of the Use of Hazardous Substances in Electrical and Electronic Equipment compliant material in sufficient quantity and quality and/or be able to incorporate it into our product procurement processes without compromising quality and/or harming our cost structure.
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We may face excess and obsolete inventory risk related to non-compliant inventory that we may hold for which there is reduced demand, and we may need to write down the carrying value of such inventories.
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We may be unable to sell certain existing inventories of our batteries in Europe.
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our ability to identify and develop relationships with qualified suppliers;
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the terms and conditions upon which we purchase products from our suppliers, including applicable exchange rates, transport costs and other costs, our suppliers’ willingness to extend credit to us to finance our inventory purchases and other factors beyond our control;
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the financial condition of our suppliers;
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•
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political instability in the countries in which our suppliers are located;
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•
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our ability to import outsourced products;
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•
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our suppliers’ noncompliance with applicable laws, trade restrictions and tariffs; or
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•
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our suppliers’ ability to manufacture and deliver outsourced products according to our standards of quality on a timely and efficient basis.
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•
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discharges to the air, water and land;
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the handling and disposal of solid and hazardous substances and wastes; and
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•
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remediation of contamination associated with release of hazardous substances at our facilities and at off-site disposal locations.
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ITEM 1B.
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UNRESOLVED STAFF COMMENTS
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ITEM 2.
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PROPERTIES
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Facility
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Function
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Global Batteries & Appliances
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Fennimore, Wisconsin(1)
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Alkaline Battery Manufacturing
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Portage, Wisconsin(1)
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Zinc Air Button Cell and Lithium Coin Cell Battery, Foil Shaver Component Manufacturing
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Deforest, Wisconsin(2)
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Distribution/Returns Center
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Dischingen, Germany(1)
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Alkaline Battery Manufacturing
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Washington, UK(2)
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Zinc Air Button Cell Battery Manufacturing & Distribution
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Guatemala City, Guatemala(1)
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Zinc Carbon Battery Manufacturing
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Jaboatao, Brazil(1)
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Zinc Carbon Battery Manufacturing
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Dixon, Illinois(2)
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Battery & Lighting Device Packaging & Distribution
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Ellwangen-Neunheim, Germany(2)
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Battery & Lighting Device, Electric Shaver & Personal Care Product Distribution
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Redlands, California(2)
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Warehouse, Electric Shaver & Personal Care Product Distribution
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Manchester, England(1)
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Warehouse and Sales and administrative office
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Wolverhampton, England(1)
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Warehouse
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Wolverhampton, England(2)
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Warehouse
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Global Pet Supplies
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Noblesville, Indiana(1)
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Pet Supply Manufacturing & Distribution
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Bridgeton, Missouri(2)
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Pet Supply Manufacturing
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Blacksburg, Virginia(1)
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Pet Supply Manufacturing
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Melle, Germany(1)
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Pet Supply Manufacturing
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Melle, Germany(2)
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Pet Supply Distribution
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Edwardsville, Illinois(2)
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Pet Supply Distribution
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Grand Rapids, Michigan(2)
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Pet Supply Manufacturing & Distribution
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Roanoke, Virginia(2)
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Pet Supply Distribution
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Home and Garden Business
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Vinita Park, Missouri(2)
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Household & Controls and Contract Manufacturing
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Earth City, Missouri(2)
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Household & Controls Manufacturing
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(1)
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Facility is owned.
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(2)
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Facility is leased.
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ITEM 3.
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LEGAL PROCEEDINGS
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ITEM 4.
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MINE SAFETY DISCLOSURES
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ITEM 5.
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MARKET FOR THE REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
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ITEM 6.
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SELECTED FINANCIAL DATA
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Successor
Company
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Predecessor
Company
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2012
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2011
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2010
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Period from
August 31, 2009
through
September 30,
2009
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Period from
October 1, 2008
through
August 30,
2009
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2008
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Statement of Operations Data:
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Net sales
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$
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3,252.4
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$
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3,186.9
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$
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2,567.0
|
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$
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219.9
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$
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2,010.6
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$
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2,426.6
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Gross profit
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1,115.7
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1,128.9
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921.4
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64.4
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751.8
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920.1
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||||||
Operating income (loss)(1)
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306.1
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228.7
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169.1
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0.1
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156.8
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(684.6
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)
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Interest expense (12)
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192.0
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208.5
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277.0
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17.0
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172.9
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229.0
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Other expense (income), net
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0.9
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2.5
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12.3
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(0.8
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)
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3.3
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1.2
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Reorganization items expense (income), net
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—
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—
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3.6
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4.0
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(1,142.8
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)
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—
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Income (loss) from continuing operations before income taxes
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113.2
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17.7
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(123.8
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)
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(20.0
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)
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1,123.4
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(914.8
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)
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Income tax expense (benefit)
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60.4
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92.3
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63.2
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51.2
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22.6
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(9.5
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)
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(Loss) income from discontinued operations, net of tax(2)
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—
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—
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(2.7
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)
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0.4
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(86.8
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)
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(26.2
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)
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Net income (loss) (3)(4)(5)(6)(7)
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52.8
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(74.6
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)
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(189.8
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)
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(70.8
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)
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1,013.9
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(931.5
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)
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||||||
Restructuring and related charges—cost of goods sold(8)
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$
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9.8
|
|
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$
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7.8
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|
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$
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7.2
|
|
|
$
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0.2
|
|
|
$
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13.2
|
|
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$
|
16.5
|
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Restructuring and related charges—operating expenses(8)
|
|
9.8
|
|
|
20.8
|
|
|
17.0
|
|
|
1.6
|
|
|
30.9
|
|
|
22.8
|
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||||||
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||||||||||||
Cash Flow and Related Data:
|
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|
|
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|
||||||||||||
Net cash provided (used) by operating activities
|
|
$
|
248.7
|
|
|
$
|
232.2
|
|
|
$
|
57.3
|
|
|
$
|
75.0
|
|
|
$
|
1.6
|
|
|
$
|
(10.2
|
)
|
Capital expenditures(10)
|
|
46.8
|
|
|
36.2
|
|
|
40.3
|
|
|
2.7
|
|
|
8.1
|
|
|
18.9
|
|
||||||
Depreciation and amortization (excluding amortization of debt issuance costs)(10)
|
|
129.8
|
|
|
134.7
|
|
|
117.3
|
|
|
8.6
|
|
|
58.5
|
|
|
85.0
|
|
||||||
Statement of Financial Position Data (at period end):
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cash and cash equivalents
|
|
$
|
157.9
|
|
|
$
|
142.4
|
|
|
$
|
170.6
|
|
|
$
|
97.8
|
|
|
|
|
$
|
104.8
|
|
||
Working capital(11)
|
|
454.4
|
|
|
412.0
|
|
|
537.3
|
|
|
323.7
|
|
|
|
|
371.5
|
|
|||||||
Total assets
|
|
3,753.5
|
|
|
3,622.3
|
|
|
3,873.7
|
|
|
3,020.7
|
|
|
|
|
2,247.5
|
|
|||||||
Total long-term debt, net of current maturities
|
|
1,652.9
|
|
|
1,535.5
|
|
|
1,723.1
|
|
|
1,530.0
|
|
|
|
|
2,474.8
|
|
|||||||
Total debt
|
|
1,669.3
|
|
|
1,576.6
|
|
|
1,743.8
|
|
|
1,583.5
|
|
|
|
|
2,523.4
|
|
|||||||
Total shareholder's equity (deficit)
|
|
992.7
|
|
|
989.1
|
|
|
1,046.7
|
|
|
660.9
|
|
|
|
|
(1,027.2
|
)
|
(1)
|
Pursuant to the guidance in Financial Accounting Standards Board Accounting Standards Codification Topic 350:
“Intangibles-Goodwill and Other,”
we conduct annual impairment testing of goodwill and indefinite-lived intangible assets. As a result of these analyses we recorded non-cash pretax impairment charges of approximately $32 million, $34 million and $861 million in Fiscal 2011, the period from October 1, 2008 through August 30, 2009 and our fiscal year ended September 30, 2008, ("Fiscal 2008"), respectively. No non-cash impairment charges were recorded during Fiscal 2012, Fiscal 2010 and the period from August 31, 2009 through September 30, 2009. See the
“Critical Accounting Policies—Valuation of Assets and Asset Impairment“
section of Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations as well as Note 2(i), Significant Accounting Policies—Intangible Assets,
|
(2)
|
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, enriched soils, mulch and grass seed, following an evaluation of the historical lack of profitability and the projected input costs and significant working capital demands for the growing product portion of the Home and Garden Business during Fiscal 2009. During the second quarter of Fiscal 2009, we completed the shutdown of the growing products portion of the Home and Garden Business and, accordingly, began reporting the results of operations of this business as discontinued operations. Therefore, the presentation of all historical continuing operations has been changed to exclude the growing products portion of the Home and Garden Business. Fiscal 2008 loss from discontinued operations, net of tax, includes a non-cash pretax impairment charge of approximately $8 million to reduce the carrying value of intangible assets relating to the growing products portion of our Home and Garden Business to reflect its estimated fair value.
|
(3)
|
Fiscal 2012 income tax expense of
$60 million
includes a non-cash charge of approximately $14 million resulting from an increase in the valuation allowance against certain net deferred tax assets.
|
(4)
|
Fiscal 2011 income tax expense of $92 million includes a non-cash charge of approximately $65 million resulting from an increase in the valuation allowance against certain net deferred tax assets.
|
(5)
|
Fiscal 2010 income tax expense of $63 million includes a non-cash charge of approximately $92 million resulting from an increase in the valuation allowance against certain net deferred tax assets.
|
(6)
|
Included in the period from August 31, 2009 through September 30, 2009 for the Successor Company is a non-cash tax charge of $58 million related to the residual U.S. and foreign taxes on approximately $166 million of actual and deemed distributions of foreign earnings. Income tax expense for the Predecessor Company for the period from October 1, 2008 through August 30, 2009 includes a non-cash adjustment of approximately $52 million resulting from a reduction in the valuation allowance against certain deferred tax assets. Included in income tax expense for the period from October 1, 2008 through August 30, 2009 for the Predecessor Company is a non-cash charge of $104 million related to the tax effects of the fresh start adjustments. In addition, income tax expense for the Predecessor Company for this period includes the tax effect of the gain on the cancellation of debt from the extinguishment of the then existing senior subordinated notes as well as the modification of the then existing senior term credit facility. The tax effect of these gains increased the Company’s U.S. net deferred tax asset exclusive of indefinite lived intangibles by approximately $124 million. However, due to the Company’s full valuation allowance on the U.S. net deferred tax assets exclusive of indefinite lived intangibles as of August 30, 2009, the tax effect of the gain on the cancellation of debt and the modification of the senior secured credit facility was offset by a corresponding adjustment to increase the valuation allowance for deferred tax assets by $124 million. The tax effect of the fresh start adjustments, the gain on the cancellation of debt and the modification of the senior secured credit facility, net of corresponding adjustments to the valuation allowance, are netted against reorganization items.
|
(7)
|
Fiscal 2008 income tax benefit of $10 million includes a non-cash charge of approximately $189 million resulting from an increase in the valuation allowance against certain net deferred tax assets.
|
(8)
|
See Note 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 from October 1, 2008 through August 30, 2009 and Fiscal 2008 does not assume the exercise of common stock equivalents as the impact would be antidilutive.
|
(10)
|
Amounts reflect the results of continuing operations only.
|
(11)
|
Working capital is defined as current assets less current liabilities.
|
(12)
|
Fiscal 2012 includes a non-cash charge of $2 million related to the write-off of unamortized debt issuance costs and unamortized premiums in connection with the extinguishment and refinancing of the Company’s 12% Notes. Fiscal 2011 includes a non-cash charge of $24 million related to the write-off of unamortized debt issuance costs and unamortized discounts in conjunction with the refinancing of the Company’s Term Debt facility. Fiscal 2010 includes a non-cash charge of $83 million related to the write-off of unamortized debt issuance costs and unamortized discounts and premiums in connection with the extinguishment and refinancing of debt that was completed in conjunction with the Merger.
|
ITEM 7.
|
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
•
|
Strong Diversified Global Brand Portfolio.
We have a global portfolio of well-recognized consumer product brands. We believe that the strength of our brands positions us to extend our product lines and provide our retail customers with strong sell-through to consumers.
|
•
|
Strong Global Retail Relationships.
We have well-established business relationships with many of the top global retailers, distributors and wholesalers, which have assisted us in our efforts to expand our overall market penetration and promote sales.
|
•
|
Expansive Distribution Network.
We distribute our products in approximately
140
countries through a variety of trade channels, including retailers, wholesalers and distributors, hearing aid professionals, industrial distributors and Original Equipment Manufacturers.
|
•
|
Innovative New Products, Packaging and Technologies.
We have a long history of product and packaging innovations in each of our six product categories and continually seek to introduce new products both as extensions of existing product lines and as new product categories.
|
•
|
Experienced Management Team.
Our management team has substantial consumer products experience. On average, each senior management team member has more than 20 years of experience at Spectrum, VARTA, Remington, Russell Hobbs or other branded consumer product companies such as Newell Rubbermaid, H.J. Heinz and Schering-Plough.
|
|
|
Fiscal Year Ended
September 30,
|
|||||||
Fiscal Quarter Ended
|
|
2012
|
|
2011
|
|
2010
|
|||
December
|
|
26
|
%
|
|
27
|
%
|
|
23
|
%
|
March
|
|
23
|
%
|
|
22
|
%
|
|
21
|
%
|
June
|
|
25
|
%
|
|
25
|
%
|
|
25
|
%
|
September
|
|
26
|
%
|
|
26
|
%
|
|
31
|
%
|
|
|
||
|
Net Sales
|
||
Fiscal 2011 Net Sales
|
$
|
3,187
|
|
Increase in pet supplies
|
45
|
|
|
Increase in home and garden control products
|
33
|
|
|
Increase in consumer batteries
|
31
|
|
|
Increase in electric shaving and grooming products
|
12
|
|
|
Increase in electric personal care products
|
9
|
|
|
Increase in small appliances
|
8
|
|
|
Foreign currency impact, net
|
(73
|
)
|
|
|
|
||
Fiscal 2012 Net Sales
|
$
|
3,252
|
|
|
|
|
|
Fiscal Year
|
||||||
|
|
2012
|
|
2011
|
||||
Product line net sales
|
|
|
|
|
||||
Consumer batteries
|
|
$
|
949
|
|
|
$
|
954
|
|
Small appliances
|
|
772
|
|
|
778
|
|
||
Pet supplies
|
|
615
|
|
|
579
|
|
||
Home and garden control products
|
|
387
|
|
|
354
|
|
||
Electric shaving and grooming products
|
|
279
|
|
|
274
|
|
||
Electric personal care products
|
|
250
|
|
|
248
|
|
||
Total net sales to external customers
|
|
$
|
3,252
|
|
|
$
|
3,187
|
|
|
|
Fiscal 2012
|
||||||||||||||||||
|
|
Global
Batteries &
Appliances
|
|
Global Pet
Supplies
|
|
Home and
Garden
Business
|
|
Corporate /
Unallocated
Items(a)
|
|
Consolidated
Spectrum
Brands
|
||||||||||
|
|
(in millions)
|
||||||||||||||||||
Net income (loss), as adjusted (a)
|
|
$
|
221
|
|
|
$
|
70
|
|
|
$
|
71
|
|
|
$
|
(309
|
)
|
|
$
|
53
|
|
Income tax expense
|
|
—
|
|
|
—
|
|
|
—
|
|
|
60
|
|
|
60
|
|
|||||
Interest expense
|
|
—
|
|
|
—
|
|
|
—
|
|
|
192
|
|
|
192
|
|
|||||
Acquisition and integration related charges
|
|
15
|
|
|
5
|
|
|
2
|
|
|
9
|
|
|
31
|
|
|||||
Restructuring and related charges
|
|
7
|
|
|
10
|
|
|
1
|
|
|
1
|
|
|
19
|
|
|||||
Adjusted EBIT
|
|
$
|
243
|
|
|
$
|
85
|
|
|
$
|
74
|
|
|
$
|
(47
|
)
|
|
$
|
355
|
|
Depreciation and amortization (d)
|
|
64
|
|
|
28
|
|
|
13
|
|
|
25
|
|
|
130
|
|
|||||
Adjusted EBITDA
|
|
$
|
307
|
|
|
$
|
113
|
|
|
$
|
87
|
|
|
$
|
(22
|
)
|
|
$
|
485
|
|
|
|
Fiscal 2011
|
||||||||||||||||||
|
|
Global
Batteries &
Appliances
|
|
Global Pet
Supplies
|
|
Home and
Garden
Business
|
|
Corporate /
Unallocated
Items(a)
|
|
Consolidated
Spectrum
Brands
|
||||||||||
|
|
(in millions)
|
||||||||||||||||||
Net income (loss), as adjusted (a)
|
|
$
|
180
|
|
|
$
|
50
|
|
|
$
|
62
|
|
|
$
|
(367
|
)
|
|
$
|
(75
|
)
|
Income tax expense
|
|
—
|
|
|
—
|
|
|
—
|
|
|
92
|
|
|
92
|
|
|||||
Interest expense
|
|
—
|
|
|
—
|
|
|
—
|
|
|
184
|
|
|
184
|
|
|||||
Write-off unamortized discounts and financing fees (b)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
24
|
|
|
24
|
|
|||||
Restructuring and related charges
|
|
6
|
|
|
17
|
|
|
2
|
|
|
4
|
|
|
29
|
|
|||||
Acquisition and integration related charges
|
|
31
|
|
|
—
|
|
|
—
|
|
|
6
|
|
|
37
|
|
|||||
Intangible asset impairment
|
|
23
|
|
|
8
|
|
|
1
|
|
|
—
|
|
|
32
|
|
|||||
Accelerated depreciation and amortization (c)
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|||||
Adjusted EBIT
|
|
$
|
239
|
|
|
$
|
75
|
|
|
$
|
65
|
|
|
$
|
(57
|
)
|
|
$
|
322
|
|
Depreciation and amortization (d)
|
|
68
|
|
|
24
|
|
|
12
|
|
|
31
|
|
|
135
|
|
|||||
Adjusted EBITDA
|
|
$
|
307
|
|
|
$
|
99
|
|
|
$
|
77
|
|
|
$
|
(26
|
)
|
|
$
|
457
|
|
(a)
|
It is our policy to record income tax expense and interest expense on a consolidated basis. Accordingly, such amounts are not reflected in the operating results of the operating segments.
|
(b)
|
Adjustment reflects the write-off of unamortized deferred financing fees and discounts related to the refinancing of our Term loan facility.
|
(c)
|
Adjustment reflects restricted stock amortization and accelerated depreciation associated with certain restructuring initiatives. Inasmuch as this amount is included within Restructuring and related charges, this adjustment negates the impact of reflecting the add-back of depreciation and amortization.
|
(d)
|
Included within depreciation and amortization is amortization of unearned restricted stock compensation.
|
|
|
2012
|
|
2011
|
||||
|
|
(in millions)
|
||||||
Net sales to external customers
|
|
$
|
2,250
|
|
|
$
|
2,254
|
|
Segment profit
|
|
$
|
244
|
|
|
$
|
239
|
|
Segment profit as a % of net sales
|
|
10.8
|
%
|
|
10.6
|
%
|
||
Segment Adjusted EBITDA
|
|
$
|
307
|
|
|
$
|
307
|
|
Assets as of September 30,
|
|
$
|
2,243
|
|
|
$
|
2,275
|
|
|
|
2012
|
|
2011
|
||||
|
|
(in millions)
|
||||||
Net sales to external customers
|
|
$
|
615
|
|
|
$
|
579
|
|
Segment profit
|
|
$
|
86
|
|
|
$
|
75
|
|
Segment profit as a % of net sales
|
|
14.0
|
%
|
|
13.0
|
%
|
||
Segment Adjusted EBITDA
|
|
$
|
113
|
|
|
$
|
99
|
|
Assets as of September 30,
|
|
$
|
956
|
|
|
$
|
828
|
|
|
|
2012
|
|
2011
|
||||
|
|
(in millions)
|
||||||
Net sales to external customers
|
|
$
|
387
|
|
|
$
|
354
|
|
Segment profit
|
|
$
|
74
|
|
|
$
|
65
|
|
Segment profit as a % of net sales
|
|
19.1
|
%
|
|
18.4
|
%
|
||
Segment Adjusted EBITDA
|
|
$
|
87
|
|
|
$
|
77
|
|
Assets as of September 30,
|
|
$
|
508
|
|
|
$
|
476
|
|
|
|
2012
|
|
2011
|
||||
Costs included in cost of goods sold:
|
|
|
|
|
||||
Global Cost Reduction Initiatives:
|
|
|
|
|
||||
Termination benefits
|
|
$
|
2.9
|
|
|
$
|
1.6
|
|
Other associated costs
|
|
6.9
|
|
|
5.9
|
|
||
Other Cost Reduction Initiatives:
|
|
|
|
|
||||
Other associated costs
|
|
—
|
|
|
0.3
|
|
||
Total included in cost of goods sold
|
|
$
|
9.8
|
|
|
$
|
7.8
|
|
Costs included in operating expenses:
|
|
|
|
|
||||
Global Cost Reduction Initiatives:
|
|
|
|
|
||||
Termination benefits
|
|
3.1
|
|
|
10.2
|
|
||
Other associated costs
|
|
5.8
|
|
|
7.8
|
|
||
Other Cost Reduction Initiatives:
|
|
|
|
|
||||
Termination benefits
|
|
—
|
|
|
0.9
|
|
||
Other associated costs
|
|
0.9
|
|
|
1.9
|
|
||
Total included in operating expenses
|
|
$
|
9.8
|
|
|
$
|
20.8
|
|
Total restructuring and related charges
|
|
$
|
19.6
|
|
|
$
|
28.6
|
|
|
|
||
|
Net Sales
|
||
Fiscal 2010 Net Sales
|
$
|
2,567
|
|
Addition of Russell Hobbs—small appliances
|
548
|
|
|
Addition of Russell Hobbs—pet supplies
|
7
|
|
|
Addition of Russell Hobbs—home and garden control products
|
4
|
|
|
Increase in electric personal care products
|
28
|
|
|
Increase in electric shaving and grooming products
|
13
|
|
|
Increase in home and garden control products
|
7
|
|
|
Decrease in pet supplies
|
(3
|
)
|
|
Decrease in consumer batteries
|
(12
|
)
|
|
Foreign currency impact, net
|
28
|
|
|
|
|
||
Fiscal 2011 Net Sales
|
$
|
3,187
|
|
|
|
|
|
Fiscal Year
|
||||||
|
|
2011
|
|
2010
|
||||
Product line net sales
|
|
|
|
|
||||
Consumer batteries
|
|
$
|
954
|
|
|
$
|
954
|
|
Small appliances
|
|
778
|
|
|
231
|
|
||
Pet supplies
|
|
579
|
|
|
566
|
|
||
Home and garden control products
|
|
354
|
|
|
343
|
|
||
Electric shaving and grooming products
|
|
274
|
|
|
257
|
|
||
Electric personal care products
|
|
248
|
|
|
216
|
|
||
Total net sales to external customers
|
|
$
|
3,187
|
|
|
$
|
2,567
|
|
|
|
Fiscal 2011
|
||||||||||||||||||
|
|
Global
Batteries &
Appliances
|
|
Global Pet
Supplies
|
|
Home and
Garden
Business
|
|
Corporate /
Unallocated
Items(a)
|
|
Consolidated
Spectrum
Brands
|
||||||||||
|
|
(in millions)
|
||||||||||||||||||
Net income (loss), as adjusted (a)
|
|
$
|
180
|
|
|
$
|
50
|
|
|
$
|
62
|
|
|
$
|
(367
|
)
|
|
$
|
(75
|
)
|
Income tax expense
|
|
—
|
|
|
—
|
|
|
—
|
|
|
92
|
|
|
92
|
|
|||||
Interest expense
|
|
—
|
|
|
—
|
|
|
—
|
|
|
184
|
|
|
184
|
|
|||||
Write-off unamortized discounts and financing fees (b)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
24
|
|
|
24
|
|
|||||
Restructuring and related charges
|
|
6
|
|
|
17
|
|
|
2
|
|
|
4
|
|
|
29
|
|
|||||
Acquisition and integration related charges
|
|
31
|
|
|
—
|
|
|
—
|
|
|
6
|
|
|
37
|
|
|||||
Intangible asset impairment
|
|
23
|
|
|
8
|
|
|
1
|
|
|
—
|
|
|
32
|
|
|||||
Accelerated depreciation and amortization (c)
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|||||
Adjusted EBIT
|
|
$
|
239
|
|
|
$
|
75
|
|
|
$
|
65
|
|
|
$
|
(57
|
)
|
|
$
|
322
|
|
Depreciation and amortization (d)
|
|
68
|
|
|
24
|
|
|
12
|
|
|
31
|
|
|
135
|
|
|||||
Adjusted EBITDA
|
|
$
|
307
|
|
|
$
|
99
|
|
|
$
|
77
|
|
|
$
|
(26
|
)
|
|
$
|
457
|
|
|
|
Fiscal 2010
|
||||||||||||||||||
|
|
Global
Batteries &
Appliances
|
|
Global Pet
Supplies
|
|
Home and
Garden
Business
|
|
Corporate /
Unallocated
Items(a)
|
|
Consolidated
Spectrum
Brands
|
||||||||||
|
|
(in millions)
|
||||||||||||||||||
Net income (loss), as adjusted (a)
|
|
$
|
143
|
|
|
$
|
51
|
|
|
$
|
40
|
|
|
$
|
(424
|
)
|
|
$
|
(190
|
)
|
Loss from discontinued operations, net of tax
|
|
—
|
|
|
—
|
|
|
3
|
|
|
—
|
|
|
3
|
|
|||||
Income tax expense
|
|
—
|
|
|
—
|
|
|
—
|
|
|
63
|
|
|
63
|
|
|||||
Interest expense
|
|
—
|
|
|
—
|
|
|
—
|
|
|
195
|
|
|
195
|
|
|||||
Write-off unamortized discounts and financing fees (e)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
82
|
|
|
82
|
|
|||||
Pre-acquisition earnings
|
|
61
|
|
|
4
|
|
|
1
|
|
|
—
|
|
|
66
|
|
|||||
Restructuring and related charges
|
|
4
|
|
|
7
|
|
|
8
|
|
|
5
|
|
|
24
|
|
|||||
Acquisition and integration related charges
|
|
15
|
|
|
—
|
|
|
—
|
|
|
24
|
|
|
39
|
|
|||||
Reorganization items
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3
|
|
|
3
|
|
|||||
Accelerated depreciation and amortization (c)
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
(2
|
)
|
|
(3
|
)
|
|||||
Fresh-start inventory fair value adjustment
|
|
18
|
|
|
14
|
|
|
2
|
|
|
—
|
|
|
34
|
|
|||||
Russell Hobbs inventory fair value adjustment
|
|
3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3
|
|
|||||
Brazilian IPI credit/other
|
|
(5
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5
|
)
|
|||||
Adjusted EBIT
|
|
$
|
239
|
|
|
$
|
76
|
|
|
$
|
53
|
|
|
$
|
(54
|
)
|
|
$
|
314
|
|
Depreciation and amortization (d)
|
|
58
|
|
|
28
|
|
|
15
|
|
|
17
|
|
|
118
|
|
|||||
Adjusted EBITDA
|
|
$
|
297
|
|
|
$
|
104
|
|
|
$
|
68
|
|
|
$
|
(37
|
)
|
|
$
|
432
|
|
(a)
|
It is our policy to record income tax expense and interest expense on a consolidated basis. Accordingly, such amounts are not reflected in the operating results of the operating segments.
|
(b)
|
Adjustment reflects the write-off of unamortized deferred financing fees and discounts related to the refinancing of our Term loan facility.
|
(c)
|
Adjustment reflects restricted stock amortization and accelerated depreciation associated with certain restructuring initiatives. Inasmuch as this amount is included within Restructuring and related charges, this adjustment negates the impact of reflecting the add-back of depreciation and amortization.
|
(d)
|
Included within depreciation and amortization is amortization of unearned restricted stock compensation.
|
(e)
|
Adjustment reflects the following: (i) $61 million write-off of unamortized deferred financing fees and discounts associated with our restructured capital structure, refinanced on June 16, 2010; (ii) $17 million related to the termination of interest rate swaps and commitment fees; 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.
|
|
|
2011
|
|
2010
|
||||
|
|
(in millions)
|
||||||
Net sales to external customers
|
|
$
|
2,254
|
|
|
$
|
1,658
|
|
Segment profit
|
|
$
|
239
|
|
|
$
|
171
|
|
Segment profit as a % of net sales
|
|
10.6
|
%
|
|
10.3
|
%
|
||
Segment Adjusted EBITDA
|
|
$
|
307
|
|
|
$
|
297
|
|
Assets as of September 30,
|
|
$
|
2,275
|
|
|
$
|
2,477
|
|
|
|
2011
|
|
2010
|
||||
|
|
(in millions)
|
||||||
Net sales to external customers
|
|
$
|
579
|
|
|
$
|
566
|
|
Segment profit
|
|
$
|
75
|
|
|
$
|
58
|
|
Segment profit as a % of net sales
|
|
13.0
|
%
|
|
10.2
|
%
|
||
Segment Adjusted EBITDA
|
|
$
|
99
|
|
|
$
|
104
|
|
Assets as of September 30,
|
|
$
|
828
|
|
|
$
|
839
|
|
|
|
2011
|
|
2010
|
||||
|
|
(in millions)
|
||||||
Net sales to external customers
|
|
$
|
354
|
|
|
$
|
343
|
|
Segment profit
|
|
$
|
65
|
|
|
$
|
51
|
|
Segment profit as a % of net sales
|
|
18.4
|
%
|
|
14.9
|
%
|
||
Segment Adjusted EBITDA
|
|
$
|
77
|
|
|
$
|
68
|
|
Assets as of September 30,
|
|
$
|
476
|
|
|
$
|
496
|
|
|
|
2011
|
|
2010
|
||||
Costs included in cost of goods sold:
|
|
|
|
|
||||
Global Realignment Initiatives:
|
|
|
|
|
||||
Termination benefits
|
|
$
|
—
|
|
|
$
|
0.2
|
|
Other associated costs
|
|
—
|
|
|
(0.1
|
)
|
||
Ningbo Exit Plan:
|
|
|
|
|
||||
Other associated costs
|
|
0.3
|
|
|
2.1
|
|
||
Global Cost Reduction Initiatives:
|
|
|
|
|
||||
Termination benefits
|
|
1.6
|
|
|
2.6
|
|
||
Other associated costs
|
|
5.9
|
|
|
2.3
|
|
||
Total included in cost of goods sold
|
|
$
|
7.8
|
|
|
$
|
7.1
|
|
Costs included in operating expenses:
|
|
|
|
|
||||
European Initiatives:
|
|
|
|
|
||||
Termination benefits
|
|
$
|
(0.3
|
)
|
|
$
|
(0.1
|
)
|
Global Realignment Initiatives:
|
|
|
|
|
||||
Termination benefits
|
|
1.2
|
|
|
5.4
|
|
||
Other associated costs
|
|
1.9
|
|
|
(1.9
|
)
|
||
Global Cost Reduction Initiatives:
|
|
|
|
|
||||
Termination benefits
|
|
10.2
|
|
|
4.3
|
|
||
Other associated costs
|
|
7.8
|
|
|
9.3
|
|
||
Total included in operating expenses
|
|
$
|
20.8
|
|
|
$
|
17.0
|
|
Total restructuring and related charges
|
|
$
|
28.6
|
|
|
$
|
24.1
|
|
•
|
Higher income before income tax expense, interest expense and impairment charges of $42 million and;
|
•
|
Lower cash acquisition, integration and restructuring related costs of $12 million and;
|
•
|
Lower cash payments for interest of $11 million (See Note 6, "Debt", of Notes to Consolidated Financial Statements included in this Annual Report on Form 10-K), partially offset by;
|
•
|
A $32 million use of cash from working capital and other items driven by higher inventories, partially offset by lower accounts receivable, higher accounts payable, higher accrued salaries and employee benefit obligations and;
|
•
|
Higher cash payments for income taxes of $2 million and;
|
•
|
Other items totaling a use of $14 million.
|
|
|
Contractual Obligations
|
||||||||||||||||||||||||||
|
|
Payments due by Fiscal Year
|
||||||||||||||||||||||||||
|
|
2013
|
|
2014
|
|
2015
|
|
2016
|
|
2017
|
|
Thereafter
|
|
Total
|
||||||||||||||
Debt:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Debt, excluding capital lease obligations(1)
|
|
$
|
13
|
|
|
$
|
10
|
|
|
$
|
6
|
|
|
$
|
359
|
|
|
$
|
—
|
|
|
$
|
1,250
|
|
|
$
|
1,638
|
|
Capital lease obligations(2)
|
|
3
|
|
|
3
|
|
|
2
|
|
|
2
|
|
|
2
|
|
|
15
|
|
|
27
|
|
|||||||
|
|
$
|
16
|
|
|
$
|
13
|
|
|
$
|
8
|
|
|
$
|
361
|
|
|
$
|
2
|
|
|
$
|
1,265
|
|
|
$
|
1,665
|
|
Employee benefit obligations(3)
|
|
10
|
|
|
9
|
|
|
9
|
|
|
9
|
|
|
10
|
|
|
56
|
|
|
103
|
|
|||||||
Operating lease obligations
|
|
33
|
|
|
28
|
|
|
22
|
|
|
21
|
|
|
17
|
|
|
43
|
|
|
164
|
|
|||||||
Other liabilities
|
|
—
|
|
|
2
|
|
|
1
|
|
|
1
|
|
|
1
|
|
|
7
|
|
|
12
|
|
|||||||
Total Contractual Obligations(4)
|
|
$
|
59
|
|
|
$
|
52
|
|
|
$
|
40
|
|
|
$
|
392
|
|
|
$
|
30
|
|
|
$
|
1,371
|
|
|
$
|
1,944
|
|
(1)
|
On November 16, 2012, Spectrum Brands Escrow Corp. issued $520 million aggregate principal amount of 2020 Notes and $570 million aggregate principal amount of 2022 Notes, which will be assumed by Spectrum Brands upon the First Closing. The net proceeds from the offering will be used to fund a portion of the purchase price and related fees and expenses for the Hardware Acquisition. Spectrum Brands intends to finance the remaining portion of the Hardware Acquisition, as well as refinance its existing Term Loan with a new $800 million senior secured term loan, which is expected to close concurrently with the First Closing. See Note 17, “Subsequent Events,” to our Consolidated Financial Statements included in this Annual Report on Form 10-K for additional information regarding our 2020 Notes and 2022 Notes.
|
(2)
|
Capital lease payments due by fiscal year include executory costs and imputed interest not reflected in the Consolidated Statements of Financial Position included in this Annual Report on Form 10-K.
|
(3)
|
Employee benefit obligations represent the sum of our estimated future minimum required funding for our qualified defined benefit plans based on actuarially determined estimates and projected future benefit payments from our unfunded postretirement plans. For additional information about our employee benefit obligations, see Note 10, "Employee Benefit Plans", of Notes to Consolidated Financial Statements, included in this Annual Report on Form 10-K.
|
(4)
|
At
September 30, 2012
, our consolidated balance sheet includes tax reserves for uncertain tax positions. However, it is not possible to predict or estimate the timing of payments for these obligations. The Company cannot predict the ultimate outcome of income tax audits currently in progress for certain of our companies; however, it is reasonably possible that during the next 12 months some portion of our unrecognized tax benefits could be recognized.
|
|
|
Other Commercial Commitments
|
||||||||||||||||||||||||||
|
|
Amount of Commitment Expiration by Fiscal Year
|
||||||||||||||||||||||||||
|
|
2013
|
|
2014
|
|
2015
|
|
2016
|
|
2017
|
|
Thereafter
|
|
Total
|
||||||||||||||
Letters of credit
|
|
$
|
19
|
|
|
$
|
7
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
26
|
|
Total Other Commercial Commitments
|
|
$
|
19
|
|
|
$
|
7
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
26
|
|
ITEM 7A.
|
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|
ITEM 8.
|
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
|
ITEM 9.
|
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
|
ITEM 9A.
|
CONTROLS AND PROCEDURES
|
ITEM 9B.
|
OTHER INFORMATION
|
ITEM 10.
|
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
|
ITEM 11.
|
EXECUTIVE COMPENSATION
|
ITEM 12.
|
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
|
ITEM 13.
|
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE
|
ITEM 14.
|
PRINCIPAL ACCOUNTING FEES AND SERVICES
|
ITEM 15.
|
EXHIBITS, FINANCIAL STATEMENTS AND SCHEDULES
|
(a)
|
The following documents are filed as part of or are included in this Annual Report on Form 10-K:
|
|
|
|
Page
|
Report of Independent Registered Public Accounting Firm
|
|
Consolidated Statements of Financial Position
|
|
Consolidated Statements of Operations
|
|
Consolidated Statements of Shareholder's Equity (Deficit) and Comprehensive Income (Loss)
|
|
Consolidated Statements of Cash Flows
|
|
Notes to Consolidated Financial Statements
|
|
Schedule II Valuation and Qualifying Accounts
|
|
|
2012
|
|
2011
|
||||
Assets
|
|
|
|
|
||||
Current assets:
|
|
|
|
|
||||
Cash and cash equivalents
|
|
$
|
157,872
|
|
|
$
|
142,414
|
|
Receivables:
|
|
|
|
|
||||
Trade accounts receivable, net of allowances of $21,870 and $14,128, respectively
|
|
335,301
|
|
|
356,605
|
|
||
Other
|
|
40,067
|
|
|
33,235
|
|
||
Inventories
|
|
452,633
|
|
|
434,630
|
|
||
Deferred income taxes
|
|
28,143
|
|
|
28,170
|
|
||
Prepaid expenses and other
|
|
49,273
|
|
|
48,792
|
|
||
Total current assets
|
|
1,063,289
|
|
|
1,043,846
|
|
||
Property, plant and equipment, net
|
|
214,017
|
|
|
206,389
|
|
||
Deferred charges and other
|
|
27,711
|
|
|
36,824
|
|
||
Goodwill
|
|
694,245
|
|
|
610,338
|
|
||
Intangible assets, net
|
|
1,714,929
|
|
|
1,683,909
|
|
||
Debt issuance costs
|
|
39,320
|
|
|
40,957
|
|
||
Total assets
|
|
$
|
3,753,511
|
|
|
$
|
3,622,263
|
|
Liabilities and Shareholder's Equity
|
|
|
|
|
||||
Current liabilities:
|
|
|
|
|
||||
Current maturities of long-term debt
|
|
$
|
16,414
|
|
|
$
|
41,090
|
|
Accounts payable
|
|
325,023
|
|
|
323,171
|
|
||
Accrued liabilities:
|
|
|
|
|
||||
Wages and benefits
|
|
82,119
|
|
|
70,945
|
|
||
Income taxes payable
|
|
30,272
|
|
|
31,606
|
|
||
Accrued interest
|
|
30,473
|
|
|
30,467
|
|
||
Other
|
|
124,597
|
|
|
134,565
|
|
||
Total current liabilities
|
|
608,898
|
|
|
631,844
|
|
||
Long-term debt, net of current maturities
|
|
1,652,886
|
|
|
1,535,522
|
|
||
Employee benefit obligations, net of current portion
|
|
89,994
|
|
|
83,802
|
|
||
Deferred income taxes
|
|
377,465
|
|
|
337,336
|
|
||
Other
|
|
31,578
|
|
|
44,637
|
|
||
Total liabilities
|
|
2,760,821
|
|
|
2,633,141
|
|
||
Commitments and contingencies
|
|
|
|
|
||||
Shareholder's equity:
|
|
|
|
|
||||
Other capital
|
|
1,359,946
|
|
|
1,338,734
|
|
||
Accumulated deficit
|
|
(333,821
|
)
|
|
(335,166
|
)
|
||
Accumulated other comprehensive loss
|
|
(33,435
|
)
|
|
(14,446
|
)
|
||
Total shareholder's equity
|
|
992,690
|
|
|
989,122
|
|
||
Total liabilities and shareholder's equity
|
|
$
|
3,753,511
|
|
|
$
|
3,622,263
|
|
|
|
2012
|
|
2011
|
|
2010
|
||||||
Net sales
|
|
$
|
3,252,435
|
|
|
$
|
3,186,916
|
|
|
$
|
2,567,011
|
|
Cost of goods sold
|
|
2,126,922
|
|
|
2,050,208
|
|
|
1,638,451
|
|
|||
Restructuring and related charges
|
|
9,835
|
|
|
7,841
|
|
|
7,150
|
|
|||
Gross profit
|
|
1,115,678
|
|
|
1,128,867
|
|
|
921,410
|
|
|||
Operating expenses:
|
|
|
|
|
|
|
||||||
Selling
|
|
521,191
|
|
|
536,535
|
|
|
466,813
|
|
|||
General and administrative
|
|
214,522
|
|
|
240,923
|
|
|
199,034
|
|
|||
Research and development
|
|
33,087
|
|
|
32,901
|
|
|
31,013
|
|
|||
Acquisition and integration related charges
|
|
31,066
|
|
|
36,603
|
|
|
38,452
|
|
|||
Restructuring and related charges
|
|
9,756
|
|
|
20,803
|
|
|
16,968
|
|
|||
Intangible asset impairment
|
|
—
|
|
|
32,450
|
|
|
—
|
|
|||
|
|
809,622
|
|
|
900,215
|
|
|
752,280
|
|
|||
Operating income
|
|
306,056
|
|
|
228,652
|
|
|
169,130
|
|
|||
Interest expense
|
|
191,998
|
|
|
208,492
|
|
|
277,015
|
|
|||
Other expense, net
|
|
878
|
|
|
2,491
|
|
|
12,300
|
|
|||
Income (loss) from continuing operations before reorganization items and income taxes
|
|
113,180
|
|
|
17,669
|
|
|
(120,185
|
)
|
|||
Reorganization items expense, net
|
|
—
|
|
|
—
|
|
|
3,646
|
|
|||
Income (loss) from continuing operations before income taxes
|
|
113,180
|
|
|
17,669
|
|
|
(123,831
|
)
|
|||
Income tax expense
|
|
60,385
|
|
|
92,295
|
|
|
63,189
|
|
|||
Income (loss) from continuing operations
|
|
52,795
|
|
|
(74,626
|
)
|
|
(187,020
|
)
|
|||
Loss from discontinued operations, net of tax
|
|
—
|
|
|
—
|
|
|
(2,735
|
)
|
|||
Net income (loss)
|
|
$
|
52,795
|
|
|
$
|
(74,626
|
)
|
|
$
|
(189,755
|
)
|
|
|
Common Stock
|
|
Additional
Paid-In
Capital/Other
|
|
Accumulated
|
|
Accumulated
Other
Comprehensive
Income (Loss),
|
|
Total
Shareholder's
Equity
|
|||||||||||||
|
|
Shares
|
|
Amount
|
|
Capital
|
|
Deficit
|
|
net of tax
|
|
(Deficit)
|
|||||||||||
Balances at September 30, 2009
|
|
30,000
|
|
|
$
|
300
|
|
|
$
|
724,796
|
|
|
$
|
(70,785
|
)
|
|
$
|
6,568
|
|
|
$
|
660,879
|
|
Net loss
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(189,755
|
)
|
|
—
|
|
|
(189,755
|
)
|
|||||
Adjustment of additional minimum pension liability
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(17,773
|
)
|
|
(17,773
|
)
|
|||||
Valuation allowance adjustment
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,398
|
)
|
|
(2,398
|
)
|
|||||
Translation adjustment
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
12,596
|
|
|
12,596
|
|
|||||
Other unrealized loss
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(6,490
|
)
|
|
(6,490
|
)
|
|||||
Comprehensive loss
|
|
|
|
|
|
|
|
|
|
|
|
(203,820
|
)
|
||||||||||
Extinguishment of Spectrum Brands common stock, pursuant to the Merger
|
|
(30,000
|
)
|
|
(300
|
)
|
|
(724,796
|
)
|
|
—
|
|
|
—
|
|
|
(725,096
|
)
|
|||||
Issuance of restricted stock
|
|
—
|
|
|
—
|
|
|
(9
|
)
|
|
—
|
|
|
—
|
|
|
(9
|
)
|
|||||
Amortization of unearned compensation
|
|
—
|
|
|
—
|
|
|
16,574
|
|
|
—
|
|
|
—
|
|
|
16,574
|
|
|||||
Other capital
|
|
—
|
|
|
—
|
|
|
1,298,203
|
|
|
—
|
|
|
—
|
|
|
1,298,203
|
|
|||||
Balances at September 30, 2010
|
|
—
|
|
|
$
|
—
|
|
|
$
|
1,314,768
|
|
|
$
|
(260,540
|
)
|
|
$
|
(7,497
|
)
|
|
$
|
1,046,731
|
|
Net loss
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(74,626
|
)
|
|
—
|
|
|
(74,626
|
)
|
|||||
Adjustment of additional minimum pension liability
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4,299
|
)
|
|
(4,299
|
)
|
|||||
Valuation allowance adjustment
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,706
|
|
|
2,706
|
|
|||||
Translation adjustment
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(10,115
|
)
|
|
(10,115
|
)
|
|||||
Other unrealized gains
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,759
|
|
|
4,759
|
|
|||||
Comprehensive loss
|
|
|
|
|
|
|
|
|
|
|
|
(81,575
|
)
|
||||||||||
Amortization of unearned compensation
|
|
—
|
|
|
—
|
|
|
29,969
|
|
|
—
|
|
|
—
|
|
|
29,969
|
|
|||||
Restricted stock units surrendered
|
|
—
|
|
|
—
|
|
|
(6,003
|
)
|
|
—
|
|
|
—
|
|
|
(6,003
|
)
|
|||||
Balances at September 30, 2011
|
|
—
|
|
|
$
|
—
|
|
|
$
|
1,338,734
|
|
|
$
|
(335,166
|
)
|
|
$
|
(14,446
|
)
|
|
$
|
989,122
|
|
Net income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
52,795
|
|
|
—
|
|
|
52,795
|
|
|||||
Adjustment of additional minimum pension liability
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(11,150
|
)
|
|
(11,150
|
)
|
|||||
Valuation allowance adjustment
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
126
|
|
|
126
|
|
|||||
Translation adjustment
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(8,602
|
)
|
|
(8,602
|
)
|
|||||
Other unrealized gains
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
637
|
|
|
637
|
|
|||||
Comprehensive income
|
|
|
|
|
|
|
|
|
|
|
|
33,806
|
|
||||||||||
Amortization of unearned compensation
|
|
—
|
|
|
—
|
|
|
25,208
|
|
|
—
|
|
|
—
|
|
|
25,208
|
|
|||||
Restricted stock units surrendered
|
|
—
|
|
|
—
|
|
|
(3,996
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Dividend declared and paid to parent
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(51,450
|
)
|
|
—
|
|
|
—
|
|
|||||
Balances at September 30, 2012
|
|
—
|
|
|
$
|
—
|
|
|
$
|
1,359,946
|
|
|
$
|
(333,821
|
)
|
|
$
|
(33,435
|
)
|
|
$
|
992,690
|
|
|
|
2012
|
|
2011
|
|
2010
|
||||||
Cash flows from operating activities:
|
|
|
|
|
|
|
||||||
Net income (loss)
|
|
$
|
52,795
|
|
|
$
|
(74,626
|
)
|
|
$
|
(189,755
|
)
|
Loss from discontinued operations, net of tax
|
|
—
|
|
|
—
|
|
|
(2,735
|
)
|
|||
Income (loss) from continuing operations
|
|
52,795
|
|
|
(74,626
|
)
|
|
(187,020
|
)
|
|||
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
|
|
|
|
|
|
|
||||||
Depreciation
|
|
40,950
|
|
|
47,065
|
|
|
54,822
|
|
|||
Amortization of intangibles
|
|
63,666
|
|
|
57,695
|
|
|
45,920
|
|
|||
Amortization of unearned restricted stock compensation
|
|
25,208
|
|
|
29,969
|
|
|
16,574
|
|
|||
Amortization of debt issuance costs
|
|
9,922
|
|
|
13,198
|
|
|
9,030
|
|
|||
Intangible asset impairment
|
|
—
|
|
|
32,450
|
|
|
—
|
|
|||
Administrative related reorganization items
|
|
—
|
|
|
—
|
|
|
3,646
|
|
|||
Payments for administrative related reorganization items
|
|
—
|
|
|
—
|
|
|
(47,173
|
)
|
|||
Non-cash increase to cost of goods sold due to fresh-start reporting inventory valuation
|
|
—
|
|
|
—
|
|
|
34,865
|
|
|||
Non-cash interest expense on 12% Notes
|
|
—
|
|
|
—
|
|
|
24,555
|
|
|||
Write off of unamortized (premium) discount on retired debt
|
|
(466
|
)
|
|
8,950
|
|
|
59,162
|
|
|||
Write off of debt issuance costs
|
|
2,946
|
|
|
15,420
|
|
|
6,551
|
|
|||
Non-cash restructuring and related charges
|
|
5,195
|
|
|
15,143
|
|
|
16,359
|
|
|||
Non-cash debt accretion
|
|
722
|
|
|
4,773
|
|
|
18,302
|
|
|||
Changes in assets and liabilities:
|
|
|
|
|
|
|
||||||
Accounts receivable
|
|
16,498
|
|
|
17,412
|
|
|
12,600
|
|
|||
Inventories
|
|
(11,642
|
)
|
|
96,406
|
|
|
(66,127
|
)
|
|||
Prepaid expenses and other current assets
|
|
561
|
|
|
815
|
|
|
2,025
|
|
|||
Accounts payable and accrued liabilities
|
|
1,424
|
|
|
(60,573
|
)
|
|
86,247
|
|
|||
Deferred taxes and other
|
|
40,951
|
|
|
28,144
|
|
|
(21,779
|
)
|
|||
Net cash provided by operating activities of continuing operations
|
|
248,730
|
|
|
232,241
|
|
|
68,559
|
|
|||
Net cash used by operating activities of discontinued operations
|
|
—
|
|
|
—
|
|
|
(11,221
|
)
|
|||
Net cash provided by operating activities
|
|
248,730
|
|
|
232,241
|
|
|
57,338
|
|
|||
Cash flows from investing activities:
|
|
|
|
|
|
|
||||||
Purchases of property, plant and equipment
|
|
(46,809
|
)
|
|
(36,160
|
)
|
|
(40,316
|
)
|
|||
Acquisition of Black Flag
|
|
(43,750
|
)
|
|
—
|
|
|
—
|
|
|||
Acquisition of FURminator, net of cash acquired
|
|
(139,390
|
)
|
|
—
|
|
|
—
|
|
|||
Acquisition of Seed Resources, net of cash acquired
|
|
—
|
|
|
(11,053
|
)
|
|
—
|
|
|||
Proceeds from sale of assets held for sale
|
|
—
|
|
|
6,997
|
|
|
—
|
|
|||
Other investing activity
|
|
(1,545
|
)
|
|
(5,480
|
)
|
|
(2,189
|
)
|
Net cash used by investing activities
|
|
(231,494
|
)
|
|
(45,696
|
)
|
|
(42,505
|
)
|
|||
Cash flows from financing activities:
|
|
|
|
|
|
|
||||||
Proceeds from issuance of 6.75% Notes
|
|
300,000
|
|
|
—
|
|
|
—
|
|
|||
Payment of 12% Notes, including tender and call premium
|
|
(270,431
|
)
|
|
—
|
|
|
—
|
|
|||
Proceeds from issuance of 9.5% Notes, including premium
|
|
217,000
|
|
|
—
|
|
|
—
|
|
|||
Proceeds from senior credit facilities, excluding ABL revolving credit facility, net of discount
|
|
—
|
|
|
—
|
|
|
1,474,755
|
|
|||
Payment of senior credit facilities, excluding ABL revolving credit facility
|
|
(155,061
|
)
|
|
(224,763
|
)
|
|
(1,278,760
|
)
|
|||
Prepayment penalty of term loan facility
|
|
—
|
|
|
(5,653
|
)
|
|
—
|
|
|||
Reduction of other debt
|
|
(29,112
|
)
|
|
—
|
|
|
(8,456
|
)
|
|||
Other debt financing, net
|
|
392
|
|
|
30,788
|
|
|
13,688
|
|
|||
Debt issuance costs, net of refund
|
|
(11,231
|
)
|
|
(12,616
|
)
|
|
(55,024
|
)
|
|||
ABL revolving credit facility, net
|
|
—
|
|
|
—
|
|
|
(33,225
|
)
|
|||
Payments of supplemental loan
|
|
—
|
|
|
—
|
|
|
(45,000
|
)
|
|||
Cash dividends paid to parent
|
|
(51,450
|
)
|
|
—
|
|
|
—
|
|
|||
Treasury stock purchases
|
|
—
|
|
|
(3,409
|
)
|
|
(2,207
|
)
|
|||
Other financing activities
|
|
(953
|
)
|
|
—
|
|
|
—
|
|
|||
Net cash (used) provided by financing activities
|
|
(846
|
)
|
|
(215,653
|
)
|
|
65,771
|
|
|||
Effect of exchange rate changes on cash and cash equivalents due to Venezuela hyperinflation
|
|
—
|
|
|
—
|
|
|
(8,048
|
)
|
|||
Effect of exchange rate changes on cash and cash equivalents
|
|
(932
|
)
|
|
908
|
|
|
258
|
|
|||
Net increase (decrease) in cash and cash equivalents
|
|
15,458
|
|
|
(28,200
|
)
|
|
72,814
|
|
|||
Cash and cash equivalents, beginning of period
|
|
142,414
|
|
|
170,614
|
|
|
97,800
|
|
|||
Cash and cash equivalents, end of period
|
|
$
|
157,872
|
|
|
$
|
142,414
|
|
|
$
|
170,614
|
|
Supplemental disclosure of cash flow information:
|
|
|
|
|
|
|
||||||
Cash paid for interest
|
|
$
|
185,634
|
|
|
$
|
171,577
|
|
|
$
|
136,429
|
|
Cash paid for income taxes, net
|
|
39,173
|
|
|
37,171
|
|
|
36,951
|
|
|
||||||
|
|
|
|
|
|
|
Building and improvements
|
|
|
20
|
-
|
40
|
years
|
Machinery, equipment and other
|
|
|
2
|
-
|
15
|
years
|
|
|
Unrealized Gains (Losses)
|
|
Adjustment of minimum pension liability
|
|
Translation Adjustments
|
|
Total
|
||||||||
Balance at September 30, 2009
|
|
$
|
851
|
|
|
$
|
(190
|
)
|
|
$
|
5,907
|
|
|
$
|
6,568
|
|
Gross change before reclassification adjustment
|
|
(15,621
|
)
|
|
(28,032
|
)
|
|
11,511
|
|
|
(32,142
|
)
|
||||
Net reclassification adjustment for losses (gains) included in earnings
|
|
6,356
|
|
|
1,355
|
|
|
—
|
|
|
7,711
|
|
||||
Gross change after reclassification adjustment
|
|
$
|
(9,265
|
)
|
|
$
|
(26,677
|
)
|
|
$
|
11,511
|
|
|
$
|
(24,431
|
)
|
Deferred tax effect
|
|
2,775
|
|
|
8,904
|
|
|
1,085
|
|
|
12,764
|
|
||||
Deferred tax valuation allowance
|
|
(116
|
)
|
|
(2,763
|
)
|
|
481
|
|
|
(2,398
|
)
|
||||
Net adjustment to AOCI
|
|
$
|
(6,606
|
)
|
|
$
|
(20,536
|
)
|
|
$
|
13,077
|
|
|
$
|
(14,065
|
)
|
Balance at September 30, 2010
|
|
$
|
(5,755
|
)
|
|
$
|
(20,726
|
)
|
|
$
|
18,984
|
|
|
$
|
(7,497
|
)
|
Gross change before reclassification adjustment
|
|
(5,992
|
)
|
|
(6,344
|
)
|
|
(12,857
|
)
|
|
(25,193
|
)
|
||||
Net reclassification adjustment for losses (gains) included in earnings
|
|
13,422
|
|
|
8
|
|
|
—
|
|
|
13,430
|
|
||||
Gross change after reclassification adjustment
|
|
$
|
7,430
|
|
|
$
|
(6,336
|
)
|
|
$
|
(12,857
|
)
|
|
$
|
(11,763
|
)
|
Deferred tax effect
|
|
(2,671
|
)
|
|
2,037
|
|
|
2,742
|
|
|
2,108
|
|
||||
Deferred tax valuation allowance
|
|
(331
|
)
|
|
3,529
|
|
|
(492
|
)
|
|
2,706
|
|
||||
Net adjustment to AOCI
|
|
$
|
4,428
|
|
|
$
|
(770
|
)
|
|
$
|
(10,607
|
)
|
|
$
|
(6,949
|
)
|
Balance at September 30, 2011
|
|
$
|
(1,327
|
)
|
|
$
|
(21,496
|
)
|
|
$
|
8,377
|
|
|
$
|
(14,446
|
)
|
Gross change before reclassification adjustment
|
|
(1,824
|
)
|
|
(15,682
|
)
|
|
(8,602
|
)
|
|
(26,108
|
)
|
||||
Net reclassification adjustment for losses (gains) included in earnings
|
|
3,097
|
|
|
900
|
|
|
—
|
|
|
3,997
|
|
||||
Gross change after reclassification adjustment
|
|
$
|
1,273
|
|
|
$
|
(14,782
|
)
|
|
$
|
(8,602
|
)
|
|
$
|
(22,111
|
)
|
Deferred tax effect
|
|
(636
|
)
|
|
3,632
|
|
|
—
|
|
|
2,996
|
|
||||
Deferred tax valuation allowance
|
|
908
|
|
|
(782
|
)
|
|
—
|
|
|
126
|
|
||||
Net adjustment to AOCI
|
|
$
|
1,545
|
|
|
$
|
(11,932
|
)
|
|
$
|
(8,602
|
)
|
|
$
|
(18,989
|
)
|
Balance at September 30, 2012
|
|
$
|
218
|
|
|
$
|
(33,428
|
)
|
|
$
|
(225
|
)
|
|
$
|
(33,435
|
)
|
Restricted Stock Awards
|
|
Shares
|
|
Weighted
Average
Grant Date
Fair Value
|
|
Fair Value at Grant Date
|
|||||
Restricted stock awards at September 30, 2010
|
|
428
|
|
|
$
|
23.57
|
|
|
$
|
10,088
|
|
Vested
|
|
(305
|
)
|
|
23.31
|
|
|
(7,111
|
)
|
||
Restricted stock awards at September 30, 2011
|
|
123
|
|
|
$
|
24.20
|
|
|
$
|
2,977
|
|
Vested
|
|
(110
|
)
|
|
23.75
|
|
|
(2,613
|
)
|
||
Restricted stock awards at September 30, 2012
|
|
13
|
|
|
$
|
28.00
|
|
|
$
|
364
|
|
Restricted Stock Units
|
|
Shares
|
|
Weighted
Average
Grant Date
Fair Value
|
|
Fair Value at Grant Date
|
|||||
Restricted stock units at September 30, 2010
|
|
249
|
|
|
$
|
28.22
|
|
|
$
|
7,028
|
|
Granted
|
|
1,658
|
|
|
29.02
|
|
|
48,110
|
|
||
Forfeited
|
|
(43
|
)
|
|
29.47
|
|
|
(1,267
|
)
|
||
Vested
|
|
(235
|
)
|
|
28.23
|
|
|
(6,635
|
)
|
||
Restricted stock units at September 30, 2011
|
|
1,629
|
|
|
$
|
29.00
|
|
|
$
|
47,236
|
|
Granted
|
|
745
|
|
|
27.43
|
|
|
20,439
|
|
||
Forfeited
|
|
(57
|
)
|
|
28.49
|
|
|
(1,624
|
)
|
||
Vested
|
|
(386
|
)
|
|
28.81
|
|
|
(11,119
|
)
|
||
Restricted stock units at September 30, 2012
|
|
1,931
|
|
|
$
|
28.45
|
|
|
$
|
54,931
|
|
|
|
2012
|
|
2011
|
|
2010
|
||||||
|
|
|
|
|
|
|
||||||
Russell Hobbs
|
|
|
|
|
|
|
||||||
Integration costs
|
|
$
|
10,168
|
|
|
$
|
23,084
|
|
|
$
|
3,777
|
|
Employee termination charges
|
|
3,900
|
|
|
8,105
|
|
|
9,713
|
|
|||
Legal and professional fees
|
|
1,495
|
|
|
4,883
|
|
|
24,962
|
|
|||
Merger related Acquisition and integration related charges
|
|
$
|
15,563
|
|
|
$
|
36,072
|
|
|
$
|
38,452
|
|
FURminator
|
|
7,938
|
|
|
—
|
|
|
—
|
|
|||
Black Flag
|
|
3,379
|
|
|
—
|
|
|
—
|
|
|||
Other
|
|
4,186
|
|
|
531
|
|
|
—
|
|
|||
Total Acquisition and integration related charges
|
|
$
|
31,066
|
|
|
$
|
36,603
|
|
|
$
|
38,452
|
|
|
|
September 30,
|
||||||
|
|
2012
|
|
2011
|
||||
Land, buildings and improvements
|
|
$
|
88,580
|
|
|
$
|
101,303
|
|
Machinery, equipment and other
|
|
247,065
|
|
|
202,309
|
|
||
Construction in progress
|
|
18,366
|
|
|
10,134
|
|
||
|
|
354,011
|
|
|
313,746
|
|
||
Less accumulated depreciation
|
|
139,994
|
|
|
107,357
|
|
||
|
|
$
|
214,017
|
|
|
$
|
206,389
|
|
|
|
Global Batteries &
Appliances
|
|
Global Pet
Supplies
|
|
Home and Garden
Business
|
|
Total
|
||||||||
Goodwill:
|
|
|
|
|
|
|
|
|
||||||||
Balance at September 30, 2010
|
|
$
|
268,420
|
|
|
$
|
159,985
|
|
|
$
|
171,650
|
|
|
$
|
600,055
|
|
Additions
|
|
—
|
|
|
10,029
|
|
|
255
|
|
|
10,284
|
|
||||
Effect of translation
|
|
(272
|
)
|
|
271
|
|
|
—
|
|
|
(1
|
)
|
||||
Balance at September 30, 2011
|
|
$
|
268,148
|
|
|
$
|
170,285
|
|
|
$
|
171,905
|
|
|
$
|
610,338
|
|
Additions
|
|
—
|
|
|
70,023
|
|
|
15,852
|
|
|
85,875
|
|
||||
Effect of translation
|
|
408
|
|
|
(2,376
|
)
|
|
—
|
|
|
(1,968
|
)
|
||||
Balance at September 30, 2012
|
|
$
|
268,556
|
|
|
$
|
237,932
|
|
|
$
|
187,757
|
|
|
$
|
694,245
|
|
Intangible Assets:
|
|
|
|
|
|
|
|
|
||||||||
Trade names Not Subject to Amortization
|
|
|
|
|
|
|
|
|
||||||||
Balance at September 30, 2010
|
|
$
|
569,945
|
|
|
$
|
211,533
|
|
|
$
|
76,000
|
|
|
$
|
857,478
|
|
Additions
|
|
—
|
|
|
2,630
|
|
|
150
|
|
|
2,780
|
|
||||
Intangible asset impairment
|
|
(23,200
|
)
|
|
(8,600
|
)
|
|
(650
|
)
|
|
(32,450
|
)
|
||||
Effect of translation
|
|
(941
|
)
|
|
(72
|
)
|
|
—
|
|
|
(1,013
|
)
|
||||
Balance at September 30, 2011
|
|
$
|
545,804
|
|
|
$
|
205,491
|
|
|
$
|
75,500
|
|
|
$
|
826,795
|
|
Additions
|
|
—
|
|
|
14,000
|
|
|
8,000
|
|
|
22,000
|
|
||||
Reclassification to intangible assets subject to amortization
|
|
(920
|
)
|
|
(2,530
|
)
|
|
—
|
|
|
(3,450
|
)
|
||||
Effect of translation
|
|
542
|
|
|
(4,819
|
)
|
|
—
|
|
|
(4,277
|
)
|
||||
Balance at September 30, 2012
|
|
$
|
545,426
|
|
|
$
|
212,142
|
|
|
$
|
83,500
|
|
|
$
|
841,068
|
|
Intangible Assets Subject to Amortization
|
|
|
|
|
|
|
|
|
||||||||
Balance at September 30, 2010, net
|
|
$
|
516,324
|
|
|
$
|
230,248
|
|
|
$
|
165,310
|
|
|
$
|
911,882
|
|
Additions
|
|
—
|
|
|
4,193
|
|
|
—
|
|
|
4,193
|
|
||||
Amortization during period
|
|
(33,184
|
)
|
|
(15,599
|
)
|
|
(8,912
|
)
|
|
(57,695
|
)
|
||||
Effect of translation
|
|
(1,667
|
)
|
|
401
|
|
|
—
|
|
|
(1,266
|
)
|
||||
Balance at September 30, 2011, net
|
|
$
|
481,473
|
|
|
$
|
219,243
|
|
|
$
|
156,398
|
|
|
$
|
857,114
|
|
Additions
|
|
—
|
|
|
65,118
|
|
|
17,000
|
|
|
82,118
|
|
||||
Reclassification from intangible assets not subject to amortization
|
|
920
|
|
|
2,530
|
|
|
—
|
|
|
3,450
|
|
||||
Amortization during period
|
|
(32,892
|
)
|
|
(19,503
|
)
|
|
(11,271
|
)
|
|
(63,666
|
)
|
||||
Effect of translation
|
|
(2,389
|
)
|
|
(2,766
|
)
|
|
—
|
|
|
(5,155
|
)
|
||||
Balance at September 30, 2012, net
|
|
$
|
447,112
|
|
|
$
|
264,622
|
|
|
$
|
162,127
|
|
|
$
|
873,861
|
|
Total Intangible Assets, net at September 30, 2012
|
|
$
|
992,538
|
|
|
$
|
476,764
|
|
|
$
|
245,627
|
|
|
$
|
1,714,929
|
|
|
September 30,
2012 |
|
September 30,
2011 |
||||
Technology Assets Subject to Amortization:
|
|
|
|
||||
Gross balance
|
$
|
90,924
|
|
|
$
|
71,805
|
|
Accumulated amortization
|
(22,768
|
)
|
|
(13,635
|
)
|
||
Carrying value, net
|
$
|
68,156
|
|
|
$
|
58,170
|
|
Trade Names Subject to Amortization:
|
|
|
|
||||
Gross balance
|
$
|
150,829
|
|
|
$
|
149,700
|
|
Accumulated amortization
|
(28,347
|
)
|
|
(16,320
|
)
|
||
Carrying value, net
|
$
|
122,482
|
|
|
$
|
133,380
|
|
Customer Relationships Subject to Amortization:
|
|
|
|
||||
Gross balance
|
$
|
796,235
|
|
|
$
|
738,937
|
|
Accumulated amortization
|
(113,012
|
)
|
|
(73,373
|
)
|
||
Carrying value, net
|
$
|
683,223
|
|
|
$
|
665,564
|
|
Total Intangible Assets Subject to Amortization
|
$
|
873,861
|
|
|
$
|
857,114
|
|
|
|
2012
|
|
2011
|
|
2010
|
||||||
Proprietary technology amortization
|
|
$
|
9,133
|
|
|
$
|
6,817
|
|
|
$
|
6,305
|
|
Trade names amortization
|
|
14,347
|
|
|
12,558
|
|
|
3,750
|
|
|||
Customer relationship amortization
|
|
40,186
|
|
|
38,320
|
|
|
35,865
|
|
|||
|
|
$
|
63,666
|
|
|
$
|
57,695
|
|
|
$
|
45,920
|
|
|
|
September 30, 2012
|
|
September 30, 2011
|
||||||||||
|
|
Amount
|
|
Rate
|
|
Amount
|
|
Rate
|
||||||
Term Loan, U.S. Dollar, expiring June 17, 2016
|
|
$
|
370,175
|
|
|
5.1
|
%
|
|
$
|
525,237
|
|
|
5.1
|
%
|
9.5% Notes, due June 15, 2018
|
|
950,000
|
|
|
9.5
|
%
|
|
750,000
|
|
|
9.5
|
%
|
||
6.75% Notes, due March 15, 2020
|
|
300,000
|
|
|
6.8
|
%
|
|
—
|
|
|
—
|
%
|
||
12% Notes, due August 28, 2019
|
|
—
|
|
|
—
|
%
|
|
245,031
|
|
|
12.0
|
%
|
||
ABL Facility, expiring May 3, 2016
|
|
—
|
|
|
4.3
|
%
|
|
—
|
|
|
2.5
|
%
|
||
Other notes and obligations
|
|
18,059
|
|
|
10.9
|
%
|
|
44,333
|
|
|
10.5
|
%
|
||
Capitalized lease obligations
|
|
26,683
|
|
|
6.2
|
%
|
|
24,911
|
|
|
6.2
|
%
|
||
|
|
1,664,917
|
|
|
|
|
1,589,512
|
|
|
|
||||
Original issuance premiums (discounts) on debt
|
|
4,383
|
|
|
|
|
(12,900
|
)
|
|
|
||||
Less current maturities
|
|
16,414
|
|
|
|
|
41,090
|
|
|
|
||||
Long-term debt
|
|
$
|
1,652,886
|
|
|
|
|
$
|
1,535,522
|
|
|
|
|
Maturities of Debt
|
||
2013
|
$
|
16,414
|
|
2014
|
13,164
|
|
|
2015
|
8,063
|
|
|
2016
|
361,222
|
|
|
2017
|
1,500
|
|
|
Thereafter
|
1,264,554
|
|
|
|
|
||
|
$
|
1,664,917
|
|
|
|
Asset Derivatives
|
|
|
|
September 30, 2012
|
|
September 30, 2011
|
||||
Derivatives designated as hedging instruments under ASC 815:
|
|
|
|
|
|
|
||||
Commodity contracts
|
|
Receivables—Other
|
|
$
|
985
|
|
|
$
|
274
|
|
Commodity contracts
|
|
Deferred charges and other
|
|
1,017
|
|
|
—
|
|
||
Foreign exchange contracts
|
|
Receivables—Other
|
|
1,194
|
|
|
3,189
|
|
||
Total asset derivatives designated as hedging instruments under ASC 815
|
|
|
|
$
|
3,196
|
|
|
$
|
3,463
|
|
Derivatives not designated as hedging instruments under ASC 815:
|
|
|
|
|
|
|
||||
Foreign exchange contracts
|
|
Receivables—Other
|
|
41
|
|
|
—
|
|
||
Total asset derivatives
|
|
|
|
$
|
3,237
|
|
|
$
|
3,463
|
|
Liability Derivatives
|
|
|
|
September 30, 2012
|
|
September 30, 2011
|
||||
Derivatives designated as hedging instruments under ASC 815:
|
|
|
|
|
|
|
||||
Interest rate contracts
|
|
Accounts payable
|
|
$
|
—
|
|
|
$
|
1,246
|
|
Interest rate contracts
|
|
Accrued interest
|
|
—
|
|
|
708
|
|
||
Commodity contracts
|
|
Accounts payable
|
|
9
|
|
|
1,228
|
|
||
Commodity contracts
|
|
Other long term liabilities
|
|
—
|
|
|
4
|
|
||
Foreign exchange contracts
|
|
Accounts payable
|
|
3,063
|
|
|
2,698
|
|
||
Total liability derivatives designated as hedging instruments under ASC 815
|
|
|
|
$
|
3,072
|
|
|
$
|
5,884
|
|
Derivatives not designated as hedging instruments under ASC 815:
|
|
|
|
|
|
|
||||
Foreign exchange contracts
|
|
Accounts payable
|
|
3,967
|
|
|
10,945
|
|
||
Foreign exchange contracts
|
|
Other long term liabilities
|
|
2,926
|
|
|
12,036
|
|
||
Total liability derivatives
|
|
|
|
$
|
9,965
|
|
|
$
|
28,865
|
|
Derivatives in ASC 815 Cash Flow
Hedging Relationships
|
|
Amount of
Gain (Loss)
Recognized in
AOCI on
Derivatives
(Effective Portion)
|
|
Location of
Gain (Loss)
Reclassified from
AOCI into Income
(Effective Portion)
|
|
Amount of
Gain (Loss)
Reclassified from
AOCI into Income
(Effective Portion)
|
|
Location of
Gain (Loss)
Recognized in
Income on
Derivative
(Ineffective
Portion and Amount
Excluded from
Effectiveness
Testing)
|
|
Amount of
Gain (Loss)
Recognized in
Income on
Derivatives
(Ineffective Portion
and Amount
Excluded from
Effectiveness Testing)
|
|
||||||
Commodity contracts
|
|
$
|
1,606
|
|
|
Cost of goods sold
|
|
$
|
(1,148
|
)
|
|
Cost of goods sold
|
|
$
|
94
|
|
|
Interest rate contracts
|
|
15
|
|
|
Interest expense
|
|
(864
|
)
|
|
Interest expense
|
|
—
|
|
|
|||
Foreign exchange contracts
|
|
61
|
|
|
Net sales
|
|
(474
|
)
|
|
Net sales
|
|
—
|
|
|
|||
Foreign exchange contracts
|
|
(3,506
|
)
|
|
Cost of goods sold
|
|
(611
|
)
|
|
Cost of goods sold
|
|
—
|
|
|
|||
Total
|
|
$
|
(1,824
|
)
|
|
|
|
$
|
(3,097
|
)
|
|
|
|
$
|
94
|
|
|
|
|||||||||||||||||
Derivatives in ASC 815 Cash Flow
Hedging Relationships
|
|
Amount of
Gain (Loss)
Recognized in
AOCI on
Derivatives
(Effective Portion)
|
|
Location of
Gain (Loss)
Reclassified from
AOCI into Income
(Effective Portion)
|
|
Amount of
Gain (Loss)
Reclassified from
AOCI into Income
(Effective Portion)
|
|
Location of
Gain (Loss)
Recognized in
Income on
Derivative
(Ineffective
Portion and Amount
Excluded from
Effectiveness
Testing)
|
|
Amount of
Gain (Loss)
Recognized in
Income on
Derivatives
(Ineffective Portion
and Amount
Excluded from
Effectiveness Testing)
|
|
||||||
Commodity contracts
|
|
$
|
(1,750
|
)
|
|
Cost of goods sold
|
|
$
|
2,617
|
|
|
Cost of goods sold
|
|
$
|
(47
|
)
|
|
Interest rate contracts
|
|
(88
|
)
|
|
Interest expense
|
|
(3,319
|
)
|
|
Interest expense
|
|
(205
|
)
|
(A)
|
|||
Foreign exchange contracts
|
|
(487
|
)
|
|
Net sales
|
|
(131
|
)
|
|
Net sales
|
|
—
|
|
|
|||
Foreign exchange contracts
|
|
(3,667
|
)
|
|
Cost of goods sold
|
|
(12,384
|
)
|
|
Cost of goods sold
|
|
—
|
|
|
|||
Total
|
|
$
|
(5,992
|
)
|
|
|
|
$
|
(13,217
|
)
|
|
|
|
$
|
(252
|
)
|
|
(A)
|
Reclassified from AOCI associated with the prepayment of portions of the Senior Credit Facility. See also Note 6, Debt, for a more complete discussion of the Company’s refinancing of its Senior Credit Facility.
|
Derivatives in ASC 815 Cash Flow
Hedging Relationships
|
|
Amount of
Gain (Loss)
Recognized in
AOCI on
Derivatives
(Effective Portion)
|
|
Location of
Gain (Loss)
Reclassified from
AOCI into Income
(Effective Portion)
|
|
Amount of
Gain (Loss)
Reclassified from
AOCI into Income
(Effective Portion)
|
|
Location of
Gain (Loss)
Recognized in
Income on
Derivative
(Ineffective
Portion and Amount
Excluded from
Effectiveness
Testing)
|
|
Amount of
Gain (Loss)
Recognized in
Income on
Derivatives
(Ineffective Portion
and Amount
Excluded from
Effectiveness Testing)
|
|
||||||
Commodity contracts
|
|
$
|
3,646
|
|
|
Cost of goods sold
|
|
$
|
719
|
|
|
Cost of goods sold
|
|
$
|
(1
|
)
|
|
Interest rate contracts
|
|
(13,955
|
)
|
|
Interest expense
|
|
(4,439
|
)
|
|
Interest expense
|
|
(6,112
|
)
|
(A)
|
|||
Foreign exchange contracts
|
|
(752
|
)
|
|
Net sales
|
|
(812
|
)
|
|
Net sales
|
|
—
|
|
|
|||
Foreign exchange contracts
|
|
(4,560
|
)
|
|
Cost of goods sold
|
|
2,481
|
|
|
Cost of goods sold
|
|
—
|
|
|
|||
Total
|
|
$
|
(15,621
|
)
|
|
|
|
$
|
(2,051
|
)
|
|
|
|
$
|
(6,113
|
)
|
|
(A)
|
Includes
$(4,305)
reclassified from AOCI associated with the refinancing of the Senior Credit Facility. (See also Note 6, Debt, for a more complete discussion of the Company’s refinancing of its Senior Credit Facility.)
|
|
|
Amount of Gain (Loss)
Recognized in
Income on Derivatives
|
|
Location of Gain or (Loss)
Recognized in
Income on Derivatives
|
||
Foreign exchange contracts
|
|
$
|
5,916
|
|
|
Other expense, net
|
|
|
Amount of Gain (Loss)
Recognized in
Income on Derivatives
|
|
Location of Gain or (Loss)
Recognized in
Income on Derivatives
|
||
Foreign exchange contracts
|
|
$
|
(5,052
|
)
|
|
Other expense, net
|
|
|
Amount of Gain
(Loss) Recognized in
Income on Derivatives
|
|
Location of Gain or (Loss)
Recognized in
Income on Derivatives
|
||
Commodity contracts
|
|
$
|
153
|
|
|
Cost of goods sold
|
Foreign exchange contracts
|
|
(42,039
|
)
|
|
Other expense, net
|
|
Total
|
|
$
|
(41,886
|
)
|
|
|
|
|
2012
|
|
2011
|
|||||||||
|
|
Notional
Amount
|
|
Remaining
Term
|
|
Notional
Amount
|
|
Remaining
Term
|
|||||
Interest rate swaps-fixed
|
|
$
|
—
|
|
|
—
|
|
|
$
|
200,000
|
|
|
.28 years
|
Interest rate swaps-fixed
|
|
$
|
—
|
|
|
—
|
|
|
$
|
300,000
|
|
|
.36 years
|
|
|
|
Level 1 -
|
|
Unadjusted quoted prices for identical instruments in active markets.
|
|
|
|
Level 2 -
|
|
Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations whose inputs are observable or whose significant value drivers are observable.
|
|
|
|
Level 3 -
|
|
Significant inputs to the valuation model are unobservable.
|
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Assets:
|
|
|
|
|
|
|
|
|
||||||||
Commodity contracts, net
|
|
$
|
—
|
|
|
$
|
1,993
|
|
|
$
|
—
|
|
|
$
|
1,993
|
|
Total Assets
|
|
$
|
—
|
|
|
$
|
1,993
|
|
|
$
|
—
|
|
|
$
|
1,993
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
||||||||
Foreign exchange contracts, net
|
|
$
|
—
|
|
|
$
|
(8,721
|
)
|
|
$
|
—
|
|
|
$
|
(8,721
|
)
|
Total Liabilities
|
|
$
|
—
|
|
|
$
|
(8,721
|
)
|
|
$
|
—
|
|
|
$
|
(8,721
|
)
|
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Total Assets
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
||||||||
Interest rate contracts
|
|
$
|
—
|
|
|
$
|
(1,954
|
)
|
|
$
|
—
|
|
|
$
|
(1,954
|
)
|
Commodity contracts
|
|
—
|
|
|
(958
|
)
|
|
—
|
|
|
(958
|
)
|
||||
Foreign exchange contracts, net
|
|
—
|
|
|
(22,490
|
)
|
|
—
|
|
|
(22,490
|
)
|
||||
Total Liabilities
|
|
$
|
—
|
|
|
$
|
(25,402
|
)
|
|
$
|
—
|
|
|
$
|
(25,402
|
)
|
|
|
September 30, 2012
|
|
September 30, 2011
|
||||||||||||
|
|
Carrying
Amount
|
|
Fair Value
|
|
Carrying
Amount
|
|
Fair Value
|
||||||||
Total debt
|
|
$
|
(1,669,300
|
)
|
|
$
|
(1,804,831
|
)
|
|
$
|
(1,576,612
|
)
|
|
$
|
(1,660,528
|
)
|
Interest rate swap agreements
|
|
—
|
|
|
—
|
|
|
(1,954
|
)
|
|
(1,954
|
)
|
||||
Commodity swap and option agreements
|
|
1,993
|
|
|
1,993
|
|
|
(958
|
)
|
|
(958
|
)
|
||||
Foreign exchange forward agreements
|
|
(8,721
|
)
|
|
(8,721
|
)
|
|
(22,490
|
)
|
|
(22,490
|
)
|
|
|
2012
|
|
2011
|
|
2010
|
||||||
Pretax income (loss):
|
|
|
|
|
|
|
||||||
United States
|
|
$
|
(61,879
|
)
|
|
$
|
(119,439
|
)
|
|
$
|
(229,910
|
)
|
Outside the United States
|
|
175,059
|
|
|
137,108
|
|
|
106,079
|
|
|||
Total pretax income (loss)
|
|
$
|
113,180
|
|
|
$
|
17,669
|
|
|
$
|
(123,831
|
)
|
|
|
2012
|
|
2011
|
|
2010
|
||||||
Current:
|
|
|
|
|
|
|
||||||
Foreign
|
|
$
|
38,113
|
|
|
$
|
32,649
|
|
|
$
|
44,481
|
|
State
|
|
(361
|
)
|
|
2,332
|
|
|
2,907
|
|
|||
Total current
|
|
37,752
|
|
|
34,981
|
|
|
47,388
|
|
|||
Deferred:
|
|
|
|
|
|
|
||||||
Federal
|
|
20,884
|
|
|
20,247
|
|
|
22,119
|
|
|||
Foreign
|
|
5,190
|
|
|
28,054
|
|
|
(6,514
|
)
|
|||
State
|
|
(3,441
|
)
|
|
9,013
|
|
|
196
|
|
|||
Total deferred
|
|
22,633
|
|
|
57,314
|
|
|
15,801
|
|
|||
Income tax expense
|
|
$
|
60,385
|
|
|
$
|
92,295
|
|
|
$
|
63,189
|
|
|
|
2012
|
|
2011
|
|
2010
|
||||||
Statutory federal income tax expense (benefit)
|
|
$
|
39,613
|
|
|
$
|
6,184
|
|
|
$
|
(43,341
|
)
|
Permanent items
|
|
8,595
|
|
|
10,607
|
|
|
4,828
|
|
|||
Exempt foreign income
|
|
(5,760
|
)
|
|
(380
|
)
|
|
(9
|
)
|
|||
Foreign statutory rate vs. U.S. statutory rate
|
|
(15,211
|
)
|
|
(14,132
|
)
|
|
(9,601
|
)
|
|||
State income taxes, net of federal benefit
|
|
(2,164
|
)
|
|
1,242
|
|
|
(4,979
|
)
|
|||
Residual tax on foreign earnings
|
|
29,844
|
|
|
18,943
|
|
|
6,609
|
|
|||
FURminator purchase accounting benefit
|
|
(14,511
|
)
|
|
—
|
|
|
—
|
|
|||
Valuation allowance
|
|
24,525
|
|
|
68,425
|
|
|
90,854
|
|
|||
Reorganization items
|
|
—
|
|
|
—
|
|
|
7,553
|
|
|||
Unrecognized tax (benefit) expense
|
|
(4,386
|
)
|
|
(2,793
|
)
|
|
3,234
|
|
|||
Inflationary adjustments
|
|
(803
|
)
|
|
(1,472
|
)
|
|
3,409
|
|
|||
Correction of immaterial prior period error
|
|
—
|
|
|
4,873
|
|
|
5,900
|
|
|||
Other, net
|
|
643
|
|
|
798
|
|
|
(1,268
|
)
|
|||
Income tax expense
|
|
$
|
60,385
|
|
|
$
|
92,295
|
|
|
$
|
63,189
|
|
|
|
September 30,
|
||||||
|
|
2012
|
|
2011
|
||||
Current deferred tax assets:
|
|
|
|
|
||||
Employee benefits
|
|
$
|
16,399
|
|
|
$
|
14,188
|
|
Restructuring
|
|
8,054
|
|
|
10,682
|
|
||
Inventories and receivables
|
|
22,495
|
|
|
21,521
|
|
||
Marketing and promotional accruals
|
|
8,270
|
|
|
8,911
|
|
||
Other
|
|
13,866
|
|
|
14,742
|
|
||
Valuation allowance
|
|
(29,234
|
)
|
|
(28,772
|
)
|
||
Total current deferred tax assets
|
|
39,850
|
|
|
41,272
|
|
||
Current deferred tax liabilities:
|
|
|
|
|
||||
Inventories and receivables
|
|
(2,618
|
)
|
|
(5,015
|
)
|
||
Unrealized gains
|
|
(1,153
|
)
|
|
(2,382
|
)
|
||
Other
|
|
(7,936
|
)
|
|
(5,705
|
)
|
||
Total current deferred tax liabilities
|
|
(11,707
|
)
|
|
(13,102
|
)
|
||
Net current deferred tax assets
|
|
$
|
28,143
|
|
|
$
|
28,170
|
|
Noncurrent deferred tax assets:
|
|
|
|
|
||||
Employee benefits
|
|
$
|
33,584
|
|
|
$
|
29,983
|
|
Restructuring and purchase accounting
|
|
371
|
|
|
2,269
|
|
||
Net operating loss and credit carry forwards
|
|
572,397
|
|
|
525,318
|
|
||
Prepaid royalty
|
|
7,006
|
|
|
7,346
|
|
||
Property, plant and equipment
|
|
3,255
|
|
|
5,240
|
|
||
Unrealized losses
|
|
2,521
|
|
|
9,000
|
|
||
Long-term debt
|
|
3,976
|
|
|
22,602
|
|
||
Intangibles
|
|
4,282
|
|
|
4,749
|
|
||
Other
|
|
7,866
|
|
|
5,743
|
|
||
Valuation allowance
|
|
(353,189
|
)
|
|
(344,851
|
)
|
||
Total noncurrent deferred tax assets
|
|
282,069
|
|
|
267,399
|
|
||
Noncurrent deferred tax liabilities:
|
|
|
|
|
||||
Property, plant, and equipment
|
|
(15,337
|
)
|
|
(16,593
|
)
|
||
Unrealized gains
|
|
(15,803
|
)
|
|
(11,619
|
)
|
||
Intangibles
|
|
(596,199
|
)
|
|
(571,454
|
)
|
||
Taxes on unremitted foreign earnings
|
|
(29,231
|
)
|
|
—
|
|
||
Other
|
|
(2,964
|
)
|
|
(5,069
|
)
|
||
Total noncurrent deferred tax liabilities
|
|
(659,534
|
)
|
|
(604,735
|
)
|
||
Net noncurrent deferred tax liabilities
|
|
$
|
(377,465
|
)
|
|
$
|
(337,336
|
)
|
Net current and noncurrent deferred tax liabilities
|
|
$
|
(349,322
|
)
|
|
$
|
(309,166
|
)
|
|
|
||
Unrecognized tax benefits at September 30, 2009
|
$
|
7,765
|
|
Russell Hobbs acquired unrecognized tax benefits
|
3,251
|
|
|
Gross decrease – tax positions in prior period
|
(904
|
)
|
|
Gross increase – tax positions in current period
|
3,390
|
|
|
Lapse of statutes of limitations
|
(694
|
)
|
|
|
|
||
Unrecognized tax benefits at September 30, 2010
|
$
|
12,808
|
|
Gross increase – tax positions in prior period
|
1,658
|
|
|
Gross decrease – tax positions in prior period
|
(823
|
)
|
|
Gross increase – tax positions in current period
|
596
|
|
|
Settlements
|
(1,850
|
)
|
|
Lapse of statutes of limitations
|
(3,376
|
)
|
|
|
|
||
Unrecognized tax benefits at September 30, 2011
|
$
|
9,013
|
|
Gross increase – tax positions in prior period
|
773
|
|
|
Gross decrease – tax positions in prior period
|
(1,308
|
)
|
|
Gross increase – tax positions in current period
|
776
|
|
|
Settlements
|
(1,737
|
)
|
|
Lapse of statutes of limitations
|
(1,640
|
)
|
|
|
|
||
Unrecognized tax benefits at September 30, 2012
|
$
|
5,877
|
|
|
|
|
|
|
|
Pension and Deferred
Compensation Benefits
|
|
Other Benefits
|
|||||||||||||||||
|
|
2012
|
|
2011
|
|
2012
|
|
2011
|
|||||||||||||||
Change in benefit obligation
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Benefit obligation, beginning of year
|
|
$
|
209,472
|
|
|
$
|
214,977
|
|
|
$
|
542
|
|
|
$
|
527
|
|
|||||||
Service cost
|
|
2,048
|
|
|
2,543
|
|
|
12
|
|
|
11
|
|
|||||||||||
Interest cost
|
|
10,593
|
|
|
10,380
|
|
|
27
|
|
|
27
|
|
|||||||||||
Actuarial (gain) loss
|
|
29,834
|
|
|
(9,027
|
)
|
|
(14
|
)
|
|
(21
|
)
|
|||||||||||
Participant contributions
|
|
182
|
|
|
189
|
|
|
—
|
|
|
—
|
|
|||||||||||
Benefits paid
|
|
(9,354
|
)
|
|
(8,685
|
)
|
|
(1
|
)
|
|
(2
|
)
|
|||||||||||
Foreign currency exchange rate changes
|
|
(1,969
|
)
|
|
(905
|
)
|
|
—
|
|
|
—
|
|
|||||||||||
Benefit obligation, end of year
|
|
$
|
240,806
|
|
|
$
|
209,472
|
|
|
$
|
566
|
|
|
$
|
542
|
|
|||||||
Change in plan assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Fair value of plan assets, beginning of year
|
|
$
|
130,641
|
|
|
$
|
125,566
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|||||||
Actual return on plan assets
|
|
20,112
|
|
|
(100
|
)
|
|
—
|
|
|
—
|
|
|||||||||||
Employer contributions
|
|
12,587
|
|
|
14,486
|
|
|
1
|
|
|
2
|
|
|||||||||||
Employee contributions
|
|
182
|
|
|
189
|
|
|
—
|
|
|
—
|
|
|||||||||||
Benefits paid
|
|
(9,354
|
)
|
|
(8,685
|
)
|
|
(1
|
)
|
|
(2
|
)
|
|||||||||||
Plan expenses paid
|
|
—
|
|
|
(226
|
)
|
|
—
|
|
|
—
|
|
|||||||||||
Foreign currency exchange rate changes
|
|
(241
|
)
|
|
(589
|
)
|
|
—
|
|
|
—
|
|
|||||||||||
Fair value of plan assets, end of year
|
|
$
|
153,927
|
|
|
$
|
130,641
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|||||||
Accrued Benefit Cost
|
|
$
|
(86,879
|
)
|
|
$
|
(78,831
|
)
|
|
$
|
(566
|
)
|
|
$
|
(542
|
)
|
|||||||
Range of assumptions:
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Discount rate
|
|
4.0
|
%
|
-
|
13.5
|
%
|
|
4.2
|
%
|
-
|
13.6
|
%
|
|
4.0
|
%
|
|
5.0
|
%
|
|||||
Expected return on plan assets
|
|
4.0
|
%
|
-
|
7.8
|
%
|
|
3.0
|
%
|
-
|
7.8
|
%
|
|
N/A
|
|
|
N/A
|
|
|||||
Rate of compensation increase
|
|
2.3
|
%
|
-
|
5.5
|
%
|
|
0.0
|
%
|
-
|
5.5
|
%
|
|
N/A
|
|
|
N/A
|
|
|
|
Pension and Deferred Compensation Benefits
|
|
Other Benefits
|
||||||||||||||||||||
|
|
2012
|
|
2011
|
|
2010
|
|
2012
|
|
2011
|
|
2010
|
||||||||||||
Components of net periodic benefit cost
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Service cost
|
|
$
|
2,048
|
|
|
$
|
2,543
|
|
|
$
|
2,479
|
|
|
$
|
12
|
|
|
$
|
11
|
|
|
$
|
9
|
|
Interest cost
|
|
10,593
|
|
|
10,380
|
|
|
8,239
|
|
|
27
|
|
|
27
|
|
|
26
|
|
||||||
Expected return on assets
|
|
(8,225
|
)
|
|
(7,829
|
)
|
|
(5,774
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Amortization of prior service cost
|
|
72
|
|
|
—
|
|
|
535
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Amortization of transition obligation
|
|
—
|
|
|
—
|
|
|
207
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Recognized net actuarial (gain) loss
|
|
828
|
|
|
8
|
|
|
613
|
|
|
(54
|
)
|
|
(52
|
)
|
|
(58
|
)
|
||||||
Net periodic cost (benefit)
|
|
$
|
5,316
|
|
|
$
|
5,102
|
|
|
$
|
6,299
|
|
|
$
|
(15
|
)
|
|
$
|
(14
|
)
|
|
$
|
(23
|
)
|
|
|
|
Weighted Average
Allocation
|
||||||||
|
|
Target
|
|
Actual
|
|||||||
Asset Category
|
|
2012
|
|
2012
|
|
2011
|
|||||
Equity Securities
|
|
0
|
-
|
60
|
%
|
|
49
|
%
|
|
46
|
%
|
Fixed Income Securities
|
|
0
|
-
|
40
|
%
|
|
20
|
%
|
|
21
|
%
|
Other
|
|
0
|
-
|
100
|
%
|
|
31
|
%
|
|
33
|
%
|
Total
|
|
100%
|
|
100
|
%
|
|
100
|
%
|
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
U.S. Defined Benefit Plan Assets:
|
|
|
|
|
|
|
|
|
||||||||
Common collective trust—equity
|
|
$
|
20,520
|
|
|
$
|
16,667
|
|
|
$
|
—
|
|
|
$
|
37,187
|
|
Common collective trust—fixed income
|
|
—
|
|
|
14,534
|
|
|
—
|
|
|
14,534
|
|
||||
Total U.S. Defined Benefit Plan Assets
|
|
$
|
20,520
|
|
|
$
|
31,201
|
|
|
$
|
—
|
|
|
$
|
51,721
|
|
International Defined Benefit Plan Assets:
|
|
|
|
|
|
|
|
|
||||||||
Common collective trust—equity
|
|
$
|
—
|
|
|
$
|
38,507
|
|
|
$
|
—
|
|
|
$
|
38,507
|
|
Common collective trust—fixed income
|
|
—
|
|
|
15,661
|
|
|
—
|
|
|
15,661
|
|
||||
Insurance contracts—general fund
|
|
—
|
|
|
40,651
|
|
|
—
|
|
|
40,651
|
|
||||
Other
|
|
—
|
|
|
7,387
|
|
|
—
|
|
|
7,387
|
|
||||
Total International Defined Benefit Plan Assets
|
|
$
|
—
|
|
|
$
|
102,206
|
|
|
$
|
—
|
|
|
$
|
102,206
|
|
|
|
||
2013
|
$
|
9,697
|
|
2014
|
8,783
|
|
|
2015
|
9,122
|
|
|
2016
|
9,492
|
|
|
2017
|
9,775
|
|
|
2018-2022
|
56,072
|
|
|
|
2012
|
|
2011
|
|
2010
|
||||||
Global Batteries & Appliances
|
|
$
|
2,249,939
|
|
|
$
|
2,254,153
|
|
|
$
|
1,658,123
|
|
Global Pet Supplies
|
|
615,508
|
|
|
578,905
|
|
|
566,335
|
|
|||
Home and Garden Business
|
|
386,988
|
|
|
353,858
|
|
|
342,553
|
|
|||
Total segments
|
|
$
|
3,252,435
|
|
|
$
|
3,186,916
|
|
|
$
|
2,567,011
|
|
|
|
2012
|
|
2011
|
|
2010
|
||||||
Global Batteries & Appliances
|
|
$
|
63,618
|
|
|
$
|
68,084
|
|
|
$
|
57,557
|
|
Global Pet Supplies
|
|
27,702
|
|
|
24,274
|
|
|
28,538
|
|
|||
Home and Garden Business
|
|
13,296
|
|
|
12,375
|
|
|
14,418
|
|
|||
Total segments
|
|
104,616
|
|
|
104,733
|
|
|
100,513
|
|
|||
Corporate
|
|
25,208
|
|
|
29,996
|
|
|
16,803
|
|
|||
Total Depreciation and amortization
|
|
$
|
129,824
|
|
|
$
|
134,729
|
|
|
$
|
117,316
|
|
|
|
2012
|
|
2011
|
|
2010
|
||||||
Global Batteries & Appliances
|
|
$
|
244,442
|
|
|
$
|
238,864
|
|
|
$
|
171,298
|
|
Global Pet Supplies
|
|
85,866
|
|
|
75,564
|
|
|
57,675
|
|
|||
Home and Garden Business
|
|
73,609
|
|
|
65,180
|
|
|
51,192
|
|
|||
Total segments
|
|
403,917
|
|
|
379,608
|
|
|
280,165
|
|
|||
Corporate expenses
|
|
47,204
|
|
|
53,259
|
|
|
48,465
|
|
|||
Acquisition and integration related charges
|
|
31,066
|
|
|
36,603
|
|
|
38,452
|
|
|||
Restructuring and related charges
|
|
19,591
|
|
|
28,644
|
|
|
24,118
|
|
|||
Intangible asset impairment
|
|
—
|
|
|
32,450
|
|
|
—
|
|
|||
Interest expense
|
|
191,998
|
|
|
208,492
|
|
|
277,015
|
|
|||
Other expense, net
|
|
878
|
|
|
2,491
|
|
|
12,300
|
|
|||
Income (loss) from continuing operations before reorganization items and income taxes
|
|
$
|
113,180
|
|
|
$
|
17,669
|
|
|
$
|
(120,185
|
)
|
|
|
September 30,
|
||||||
|
|
2012
|
|
2011
|
||||
Global Batteries & Appliances
|
|
$
|
2,243,472
|
|
|
$
|
2,275,076
|
|
Global Pet Supplies
|
|
956,043
|
|
|
828,202
|
|
||
Home and Garden Business
|
|
508,083
|
|
|
476,381
|
|
||
Total segments
|
|
3,707,598
|
|
|
3,579,659
|
|
||
Corporate
|
|
45,913
|
|
|
42,604
|
|
||
Total assets at year end
|
|
$
|
3,753,511
|
|
|
$
|
3,622,263
|
|
|
|
September 30,
|
||||||
|
|
2012
|
|
2011
|
||||
Global Batteries & Appliances
|
|
$
|
1,434,392
|
|
|
$
|
1,468,617
|
|
Global Pet Supplies
|
|
768,140
|
|
|
647,953
|
|
||
Home and Garden Business
|
|
445,774
|
|
|
417,078
|
|
||
Total segments
|
|
2,648,306
|
|
|
2,533,648
|
|
||
Corporate
|
|
41,916
|
|
|
44,770
|
|
||
Long-lived assets at year end
|
|
$
|
2,690,222
|
|
|
$
|
2,578,418
|
|
(A)
|
Includes all of the Company’s non-current assets.
|
|
|
2012
|
|
2011
|
|
2010
|
||||||
Global Batteries & Appliances
|
|
$
|
36,271
|
|
|
$
|
25,471
|
|
|
$
|
28,496
|
|
Global Pet Supplies
|
|
7,447
|
|
|
7,059
|
|
|
7,920
|
|
|||
Home and Garden Business
|
|
3,091
|
|
|
3,630
|
|
|
3,890
|
|
|||
Total segments
|
|
46,809
|
|
|
36,160
|
|
|
40,306
|
|
|||
Corporate
|
|
—
|
|
|
—
|
|
|
10
|
|
|||
Total Capital expenditures
|
|
$
|
46,809
|
|
|
$
|
36,160
|
|
|
$
|
40,316
|
|
|
|
2012
|
|
2011
|
|
2010
|
||||||
United States
|
|
$
|
1,772,138
|
|
|
$
|
1,780,127
|
|
|
$
|
1,444,779
|
|
Outside the United States
|
|
1,480,297
|
|
|
1,406,789
|
|
|
1,122,232
|
|
|||
Total net sales to external customers
|
|
$
|
3,252,435
|
|
|
$
|
3,186,916
|
|
|
$
|
2,567,011
|
|
|
|
September 30,
|
||||||
|
|
2012
|
|
2011
|
||||
United States
|
|
$
|
1,988,632
|
|
|
$
|
1,843,869
|
|
Outside the United States
|
|
701,590
|
|
|
734,549
|
|
||
Long-lived assets at year end
|
|
$
|
2,690,222
|
|
|
$
|
2,578,418
|
|
(A)
|
Includes all of the Company’s non-current assets.
|
|
|
||
2013
|
$
|
32,623
|
|
2014
|
27,731
|
|
|
2015
|
22,296
|
|
|
2016
|
21,549
|
|
|
2017
|
16,823
|
|
|
Thereafter
|
43,199
|
|
|
|
|
||
Total minimum lease payments
|
$
|
164,221
|
|
|
|
•
|
for so long as the Harbinger Parties and their affiliates beneficially own 40% or more of the outstanding voting securities of SB Holdings, the Harbinger Parties and the Company will cooperate to ensure, to the greatest extent possible, the continuation of the structure of the SB Holdings board of directors as described in the Stockholder Agreement;
|
•
|
the Harbinger Parties will not effect any transfer of equity securities of SB Holdings to any person that would result in such person and its affiliates owning
40%
or more of the outstanding voting securities of SB Holdings, unless specified conditions are met; and
|
•
|
the Harbinger Parties will be granted certain access and informational rights with respect to SB Holdings and its subsidiaries.
|
|
|
2012
|
|
2011
|
|
2010
|
||||||
Cost of goods sold:
|
|
|
|
|
|
|
||||||
Global Batteries & Appliances
|
|
$
|
5,094
|
|
|
$
|
756
|
|
|
$
|
3,275
|
|
Global Pet Supplies
|
|
4,741
|
|
|
7,085
|
|
|
3,837
|
|
|||
Home and Garden Business
|
|
—
|
|
|
—
|
|
|
38
|
|
|||
Total restructuring and related charges in cost of goods sold
|
|
$
|
9,835
|
|
|
$
|
7,841
|
|
|
$
|
7,150
|
|
Operating expense:
|
|
|
|
|
|
|
||||||
Global Batteries & Appliances
|
|
$
|
2,487
|
|
|
$
|
5,338
|
|
|
$
|
251
|
|
Global Pet Supplies
|
|
5,395
|
|
|
9,567
|
|
|
2,917
|
|
|||
Home and Garden Business
|
|
912
|
|
|
2,704
|
|
|
8,419
|
|
|||
Corporate
|
|
962
|
|
|
3,194
|
|
|
5,381
|
|
|||
Total restructuring and related charges in operating expense
|
|
$
|
9,756
|
|
|
$
|
20,803
|
|
|
$
|
16,968
|
|
Total restructuring and related charges
|
|
$
|
19,591
|
|
|
$
|
28,644
|
|
|
$
|
24,118
|
|
|
|
2012
|
|
2011
|
|
2010
|
||||||
Costs included in cost of goods sold:
|
|
|
|
|
|
|
||||||
Global Cost Reduction initiatives:
|
|
|
|
|
|
|
||||||
Termination benefits
|
|
$
|
2,941
|
|
|
$
|
1,679
|
|
|
$
|
2,630
|
|
Other associated costs
|
|
6,894
|
|
|
5,889
|
|
|
2,273
|
|
|||
Other restructuring initiatives:
|
|
|
|
|
|
|
||||||
Termination benefits
|
|
—
|
|
|
—
|
|
|
201
|
|
|||
Other associated costs
|
|
—
|
|
|
273
|
|
|
2,046
|
|
|||
Total included in cost of goods sold
|
|
$
|
9,835
|
|
|
$
|
7,841
|
|
|
$
|
7,150
|
|
Costs included in operating expenses:
|
|
|
|
|
|
|
||||||
Global Cost Reduction initiatives:
|
|
|
|
|
|
|
||||||
Termination benefits
|
|
$
|
3,079
|
|
|
$
|
10,155
|
|
|
$
|
4,268
|
|
Other associated costs
|
|
5,776
|
|
|
7,761
|
|
|
9,272
|
|
|||
Other restructuring initiatives:
|
|
|
|
|
|
|
||||||
Termination benefits
|
|
—
|
|
|
956
|
|
|
5,269
|
|
|||
Other associated costs
|
|
901
|
|
|
1,931
|
|
|
(1,841
|
)
|
|||
Total included in operating expenses
|
|
$
|
9,756
|
|
|
$
|
20,803
|
|
|
$
|
16,968
|
|
Total restructuring and related charges
|
|
$
|
19,591
|
|
|
$
|
28,644
|
|
|
$
|
24,118
|
|
|
|
Termination
Benefits
|
|
Other
Costs
|
|
Total
|
||||||
Accrual balance at September 30, 2011
|
|
$
|
8,795
|
|
|
$
|
3,021
|
|
|
$
|
11,816
|
|
Provisions
|
|
2,095
|
|
|
(169
|
)
|
|
1,926
|
|
|||
Cash expenditures
|
|
(7,765
|
)
|
|
(1,353
|
)
|
|
(9,118
|
)
|
|||
Non-cash items
|
|
127
|
|
|
(404
|
)
|
|
(277
|
)
|
|||
Accrual balance at September 30, 2012
|
|
$
|
3,252
|
|
|
$
|
1,095
|
|
|
$
|
4,347
|
|
Expensed as incurred(A)
|
|
$
|
3,926
|
|
|
$
|
12,838
|
|
|
$
|
16,764
|
|
(A)
|
Consists of amounts not impacting the accrual for restructuring and related charges.
|
|
|
Global
Batteries and
Appliances
|
|
Global Pet
Supplies
|
|
Home and
Garden
|
|
Corporate
|
|
Total
|
||||||||||
Restructuring and related charges incurred during Fiscal 2012
|
|
$
|
7,642
|
|
|
$
|
10,136
|
|
|
$
|
912
|
|
|
$
|
—
|
|
|
$
|
18,690
|
|
Restructuring and related charges incurred since initiative inception
|
|
$
|
20,809
|
|
|
$
|
36,998
|
|
|
$
|
17,620
|
|
|
$
|
7,591
|
|
|
$
|
83,018
|
|
Total future estimated restructuring and related charges expected to be incurred
|
|
$
|
1,501
|
|
|
$
|
2,575
|
|
|
$
|
1,521
|
|
|
$
|
—
|
|
|
$
|
5,597
|
|
|
|
2010
|
||
Net sales:
|
|
|
||
Reported Net sales
|
|
$
|
2,567,011
|
|
Russell Hobbs adjustment
|
|
543,952
|
|
|
Pro forma Net sales
|
|
$
|
3,110,963
|
|
Loss from continuing operations:
|
|
|
||
Reported loss from continuing operations
|
|
$
|
(187,020
|
)
|
Russell Hobbs adjustment
|
|
(5,504
|
)
|
|
Pro forma loss from continuing operations
|
|
$
|
(192,524
|
)
|
Inventory
|
$
|
2,509
|
|
Property, plant and equipment
|
301
|
|
|
Intangible assets
|
25,000
|
|
|
Goodwill
|
15,852
|
|
|
Other assets
|
88
|
|
|
Total consideration
|
$
|
43,750
|
|
•
|
Certain indefinite-lived intangible assets were valued using a relief from royalty methodology. Customer relationships and certain definite-lived intangible assets were valued using a multi-period excess earnings method. The total fair value of indefinite and definite lived intangibles was
$25,000
as of October 31, 2011. A summary of the significant key inputs is as follows:
|
◦
|
The Company valued customer relationships using the income approach, specifically the multi-period excess earnings method. In determining the fair value of the customer relationship, the multi-period excess earnings approach values the intangible asset at the present value of the incremental after-tax cash flows attributable only to the customer relationship after deducting contributory asset charges. The incremental after-tax cash flows attributable to the subject intangible asset are then discounted to their present value. Only expected sales from current customers were used, which included an expected growth rate of
3%
. The Company assumed a customer retention rate of approximately
95%
, which was supported by historical retention rates. Income taxes were estimated at
40%
and amounts were discounted using a rate of
13.5%
. The customer relationships were valued at
$17,000
under this approach and will be amortized over
20
years.
|
◦
|
The Company valued trade names using the income approach, specifically the relief from royalty method. Under this method, the asset value was determined by estimating the hypothetical royalties that would have to be paid if the trade name was not owned. Royalty rates were selected based on consideration of several factors, including other similar trademark licensing and transaction agreements and the relative profitability and perceived contribution of the trademarks and trade names. Royalty rates used in the determination of the fair values of trade names were in the range of
2%
-
4%
of expected net sales related to the respective trade name. The Company anticipates using the trade names for an indefinite period as demonstrated by the sustained use of each subject trademark. In estimating the fair value of the trade names, net sales for the trade names were estimated to grow at a rate of
(15)%
-
8%
annually with a terminal year growth rate of
3%
. Income taxes were estimated at
40%
and amounts were discounted using a rate of
13.5%
. Trade names were valued at
$8,000
under this approach.
|
Current assets
|
$
|
9,240
|
|
Property, plant and equipment
|
648
|
|
|
Intangible assets
|
79,000
|
|
|
Goodwill
|
68,531
|
|
|
Total assets acquired
|
$
|
157,419
|
|
Current liabilities
|
758
|
|
|
Long-term liabilities
|
14,916
|
|
|
Total liabilities assumed
|
$
|
15,674
|
|
Total consideration
|
$
|
141,745
|
|
•
|
Certain indefinite-lived intangible assets were valued using a relief from royalty methodology. Customer relationships and certain definite-lived intangible assets were valued using a multi-period excess earnings method. The total fair value of indefinite and definite lived intangibles was
$79,000
as of December 22, 2011. A summary of the significant key inputs is as follows:
|
◦
|
The Company valued customer relationships using the income approach, specifically the multi-period excess earnings method. In determining the fair value of the customer relationship, the multi-period excess earnings approach values the intangible asset at the present value of the incremental after-tax cash flows attributable only to the customer relationship after deducting contributory asset charges. The incremental after-tax cash flows attributable to the subject intangible asset are then discounted to their present value. Only expected sales from current customers were used, which included an expected growth rate of
3%
. The Company assumed a customer retention rate of approximately
95%
, which was supported by historical retention rates. Income taxes were estimated at
40%
and amounts were discounted using a rate of
14%
. The customer relationships were valued at
$46,000
under this approach and will be amortized over
20
years.
|
◦
|
The Company valued trade names using the income approach, specifically the relief from royalty method. Under this method, the asset value was determined by estimating the hypothetical royalties that would have to be paid if the trade name was not owned. Royalty rates were selected based on consideration of several factors, including other similar trademark licensing and transaction agreements and the relative profitability and perceived contribution of the trademarks and trade names. Royalty rates used in the determination of the fair values of trade names were in the range of
4%
-
5%
of expected net sales related to the respective trade name. The Company anticipates using the trade names for an indefinite period as demonstrated by the sustained use of each subject trade name. In estimating the fair value of the trade names, net sales for the trade names were estimated to grow at a rate of
2%
-
12%
annually with a terminal year growth rate of
3%
. Income taxes were estimated at
40%
and amounts were discounted using a rate of
14%
. Trade names were valued at
$14,000
under this approach.
|
◦
|
The Company valued technology using the income approach, specifically the relief from royalty method. Under this method, the asset value was determined by estimating the hypothetical royalties that would have to be paid if the technology was not owned. Royalty rates used in the determination of the fair values of technologies were
10%
-
12%
of expected net sales related to the respective technology. The Company anticipates using these technologies through the legal life of the underlying patent and therefore the expected life of these technologies was equal to the remaining legal life of the underlying patents, which is
|
|
|
Quarter Ended
|
||||||||||||||
|
|
September 30, 2012
|
|
July 1, 2012
|
|
April 1, 2012
|
|
January 1, 2012
|
||||||||
Net sales
|
|
$
|
832,576
|
|
|
$
|
824,803
|
|
|
$
|
746,285
|
|
|
$
|
848,771
|
|
Gross profit
|
|
279,925
|
|
|
291,696
|
|
|
260,031
|
|
|
284,026
|
|
||||
Net income (loss)
|
|
9,225
|
|
|
58,851
|
|
|
(28,451
|
)
|
|
13,170
|
|
|
|
Quarter Ended
|
||||||||||||||
|
|
September 30, 2011
|
|
July 3, 2011
|
|
April 3, 2011
|
|
January 2, 2011
|
||||||||
Net sales
|
|
$
|
827,329
|
|
|
$
|
804,635
|
|
|
$
|
693,885
|
|
|
$
|
861,067
|
|
Gross profit
|
|
280,495
|
|
|
293,694
|
|
|
255,439
|
|
|
299,239
|
|
||||
Net (loss) income
|
|
(33,776
|
)
|
|
28,921
|
|
|
(50,025
|
)
|
|
(19,746
|
)
|
|
|
Parent
|
|
Guarantor
Subsidiaries
|
|
Nonguarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
Total
|
||||||||||
ASSETS
|
||||||||||||||||||||
Current assets:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
|
$
|
6,729
|
|
|
$
|
13,302
|
|
|
$
|
137,841
|
|
|
$
|
—
|
|
|
$
|
157,872
|
|
Receivables:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Trade accounts receivables, net of allowances
|
|
51,991
|
|
|
87,382
|
|
|
195,928
|
|
|
—
|
|
|
335,301
|
|
|||||
Intercompany receivables
|
|
242,449
|
|
|
961,195
|
|
|
332,975
|
|
|
(1,534,668
|
)
|
|
1,951
|
|
|||||
Other
|
|
1,705
|
|
|
6,639
|
|
|
29,772
|
|
|
—
|
|
|
38,116
|
|
|||||
Inventories
|
|
87,482
|
|
|
174,254
|
|
|
197,467
|
|
|
(6,570
|
)
|
|
452,633
|
|
|||||
Deferred income taxes
|
|
(5,545
|
)
|
|
23,766
|
|
|
8,276
|
|
|
1,646
|
|
|
28,143
|
|
|||||
Prepaid expenses and other
|
|
16,534
|
|
|
4,721
|
|
|
28,022
|
|
|
(4
|
)
|
|
49,273
|
|
|||||
Total current assets
|
|
401,345
|
|
|
1,271,259
|
|
|
930,281
|
|
|
(1,539,596
|
)
|
|
1,063,289
|
|
|||||
Property, plant and equipment, net
|
|
61,246
|
|
|
47,633
|
|
|
105,138
|
|
|
—
|
|
|
214,017
|
|
|||||
Long term intercompany receivables
|
|
103,358
|
|
|
110,076
|
|
|
73,731
|
|
|
(287,165
|
)
|
|
—
|
|
|||||
Deferred charges and other
|
|
9,094
|
|
|
1,920
|
|
|
16,697
|
|
|
—
|
|
|
27,711
|
|
|||||
Goodwill
|
|
67,722
|
|
|
438,864
|
|
|
187,659
|
|
|
—
|
|
|
694,245
|
|
|||||
Intangible assets, net
|
|
514,968
|
|
|
777,220
|
|
|
422,741
|
|
|
—
|
|
|
1,714,929
|
|
|||||
Debt issuance costs
|
|
39,320
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
39,320
|
|
|||||
Investments in subsidiaries
|
|
2,678,029
|
|
|
1,120,830
|
|
|
445
|
|
|
(3,799,304
|
)
|
|
—
|
|
|||||
Total assets
|
|
$
|
3,875,082
|
|
|
$
|
3,767,802
|
|
|
$
|
1,736,692
|
|
|
$
|
(5,626,065
|
)
|
|
$
|
3,753,511
|
|
LIABILITIES AND SHAREHOLDER'S EQUITY
|
||||||||||||||||||||
Current liabilities:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Current maturities of long-term debt
|
|
$
|
3,939
|
|
|
$
|
1,667
|
|
|
$
|
10,808
|
|
|
$
|
—
|
|
|
$
|
16,414
|
|
Accounts payable
|
|
79,522
|
|
|
107,065
|
|
|
138,436
|
|
|
—
|
|
|
325,023
|
|
|||||
Intercompany accounts payable
|
|
993,646
|
|
|
321,210
|
|
|
20,261
|
|
|
(1,335,117
|
)
|
|
—
|
|
|||||
Accrued liabilities:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Wages and benefits
|
|
21,682
|
|
|
18,158
|
|
|
42,279
|
|
|
—
|
|
|
82,119
|
|
|||||
Income taxes payable
|
|
(96
|
)
|
|
64
|
|
|
30,304
|
|
|
—
|
|
|
30,272
|
|
|||||
Accrued interest
|
|
30,427
|
|
|
—
|
|
|
46
|
|
|
—
|
|
|
30,473
|
|
|||||
Other
|
|
20,331
|
|
|
38,366
|
|
|
65,900
|
|
|
—
|
|
|
124,597
|
|
|||||
Total current liabilities
|
|
1,149,451
|
|
|
486,530
|
|
|
308,034
|
|
|
(1,335,117
|
)
|
|
608,898
|
|
|||||
Long-term debt, net of current maturities
|
|
1,622,060
|
|
|
3,259
|
|
|
27,567
|
|
|
—
|
|
|
1,652,886
|
|
|||||
Long-term intercompany debt
|
|
—
|
|
|
376,754
|
|
|
109,966
|
|
|
(486,720
|
)
|
|
—
|
|
|||||
Employee benefit obligations, net of current portion
|
|
24,560
|
|
|
—
|
|
|
65,434
|
|
|
—
|
|
|
89,994
|
|
|||||
Deferred income taxes
|
|
64,727
|
|
|
222,994
|
|
|
89,744
|
|
|
—
|
|
|
377,465
|
|
|||||
Other
|
|
16,225
|
|
|
236
|
|
|
15,117
|
|
|
—
|
|
|
31,578
|
|
|||||
Total liabilities
|
|
2,877,023
|
|
|
1,089,773
|
|
|
615,862
|
|
|
(1,821,837
|
)
|
|
2,760,821
|
|
|||||
Shareholder's equity:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Other capital
|
|
1,365,315
|
|
|
2,089,602
|
|
|
1,078,928
|
|
|
(3,173,899
|
)
|
|
1,359,946
|
|
|||||
Accumulated (deficit) retained earnings
|
|
(333,821
|
)
|
|
606,196
|
|
|
55,262
|
|
|
(661,458
|
)
|
|
(333,821
|
)
|
|||||
Accumulated other comprehensive loss
|
|
(33,435
|
)
|
|
(17,769
|
)
|
|
(13,360
|
)
|
|
31,129
|
|
|
(33,435
|
)
|
|||||
Total shareholder's equity (deficit)
|
|
998,059
|
|
|
2,678,029
|
|
|
1,120,830
|
|
|
(3,804,228
|
)
|
|
992,690
|
|
|||||
Total liabilities and shareholder's equity
|
|
$
|
3,875,082
|
|
|
$
|
3,767,802
|
|
|
$
|
1,736,692
|
|
|
$
|
(5,626,065
|
)
|
|
$
|
3,753,511
|
|
|
|
Parent
|
|
Guarantor
Subsidiaries
|
|
Nonguarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
Total
|
||||||||||
Net sales
|
|
$
|
668,127
|
|
|
$
|
1,214,406
|
|
|
$
|
1,884,685
|
|
|
$
|
(514,783
|
)
|
|
$
|
3,252,435
|
|
Cost of goods sold
|
|
486,733
|
|
|
850,869
|
|
|
1,304,001
|
|
|
(514,681
|
)
|
|
2,126,922
|
|
|||||
Restructuring and related charges
|
|
—
|
|
|
4,712
|
|
|
5,123
|
|
|
—
|
|
|
9,835
|
|
|||||
Gross profit
|
|
181,394
|
|
|
358,825
|
|
|
575,561
|
|
|
(102
|
)
|
|
1,115,678
|
|
|||||
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Selling
|
|
75,870
|
|
|
153,352
|
|
|
292,934
|
|
|
(965
|
)
|
|
521,191
|
|
|||||
General and administrative
|
|
53,723
|
|
|
80,051
|
|
|
80,739
|
|
|
9
|
|
|
214,522
|
|
|||||
Research and development
|
|
18,943
|
|
|
10,345
|
|
|
3,799
|
|
|
—
|
|
|
33,087
|
|
|||||
Acquisition and Integration related charges
|
|
12,676
|
|
|
13,109
|
|
|
5,281
|
|
|
—
|
|
|
31,066
|
|
|||||
Restructuring and related charges
|
|
1,794
|
|
|
5,500
|
|
|
2,462
|
|
|
—
|
|
|
9,756
|
|
|||||
|
|
163,006
|
|
|
262,357
|
|
|
385,215
|
|
|
(956
|
)
|
|
809,622
|
|
|||||
Operating income
|
|
18,388
|
|
|
96,468
|
|
|
190,346
|
|
|
854
|
|
|
306,056
|
|
|||||
Interest expense
|
|
172,772
|
|
|
6,302
|
|
|
12,923
|
|
|
1
|
|
|
191,998
|
|
|||||
Other (income) expense, net
|
|
(181,428
|
)
|
|
(121,935
|
)
|
|
468
|
|
|
303,773
|
|
|
878
|
|
|||||
Income from continuing operations before income taxes
|
|
27,044
|
|
|
212,101
|
|
|
176,955
|
|
|
(302,920
|
)
|
|
113,180
|
|
|||||
Income tax (benefit) expense
|
|
(25,751
|
)
|
|
39,758
|
|
|
46,068
|
|
|
310
|
|
|
60,385
|
|
|||||
Net income
|
|
$
|
52,795
|
|
|
$
|
172,343
|
|
|
$
|
130,887
|
|
|
$
|
(303,230
|
)
|
|
$
|
52,795
|
|
|
|
Parent
|
|
Guarantor
Subsidiaries
|
|
Nonguarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
Total
|
||||||||||
Net cash provided by operating activities
|
|
$
|
139,692
|
|
|
$
|
250,866
|
|
|
$
|
258,012
|
|
|
$
|
(399,840
|
)
|
|
$
|
248,730
|
|
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Purchases of property, plant and equipment
|
|
(20,586
|
)
|
|
(12,595
|
)
|
|
(13,628
|
)
|
|
—
|
|
|
(46,809
|
)
|
|||||
Acquisition of Black Flag
|
|
—
|
|
|
(43,750
|
)
|
|
—
|
|
|
—
|
|
|
(43,750
|
)
|
|||||
Acquisition of FURminator, net of cash acquired
|
|
—
|
|
|
(139,390
|
)
|
|
—
|
|
|
—
|
|
|
(139,390
|
)
|
|||||
Other investing activity
|
|
135
|
|
|
(91
|
)
|
|
(1,589
|
)
|
|
—
|
|
|
(1,545
|
)
|
|||||
Net cash used by investing activities
|
|
(20,451
|
)
|
|
(195,826
|
)
|
|
(15,217
|
)
|
|
—
|
|
|
(231,494
|
)
|
|||||
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Proceeds from issuance of 6.75% Notes
|
|
300,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
300,000
|
|
|||||
Payment of 12% Notes, including tender and call premium
|
|
(270,431
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(270,431
|
)
|
|||||
Proceeds from issuance of 9.5% Notes, including premium
|
|
217,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
217,000
|
|
|||||
Payment of senior credit facilities, excluding ABL revolving credit facility
|
|
(155,061
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(155,061
|
)
|
|||||
Reduction of other debt
|
|
(25,000
|
)
|
|
—
|
|
|
(4,112
|
)
|
|
—
|
|
|
(29,112
|
)
|
|||||
Other debt financing, net
|
|
—
|
|
|
—
|
|
|
392
|
|
|
—
|
|
|
392
|
|
|||||
Debt issuance costs
|
|
(11,231
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(11,231
|
)
|
|||||
Other financing activities
|
|
—
|
|
|
(953
|
)
|
|
—
|
|
|
—
|
|
|
(953
|
)
|
|||||
Cash dividends paid to parent
|
|
(51,450
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(51,450
|
)
|
|||||
Advances related to intercompany transactions
|
|
(116,388
|
)
|
|
(49,574
|
)
|
|
(233,878
|
)
|
|
399,840
|
|
|
—
|
|
|||||
Net cash (used) provided by financing activities
|
|
(112,561
|
)
|
|
(50,527
|
)
|
|
(237,598
|
)
|
|
399,840
|
|
|
(846
|
)
|
|||||
Effect of exchange rate changes on cash and cash equivalents
|
|
—
|
|
|
—
|
|
|
(932
|
)
|
|
—
|
|
|
(932
|
)
|
|||||
Net increase (decrease) in cash and cash equivalents
|
|
6,680
|
|
|
4,513
|
|
|
4,265
|
|
|
—
|
|
|
15,458
|
|
|||||
Cash and cash equivalents, beginning of period
|
|
49
|
|
|
8,789
|
|
|
133,576
|
|
|
—
|
|
|
142,414
|
|
|||||
Cash and cash equivalents, end of period
|
|
$
|
6,729
|
|
|
$
|
13,302
|
|
|
$
|
137,841
|
|
|
$
|
—
|
|
|
$
|
157,872
|
|
|
|
Parent
|
|
Guarantor
Subsidiaries
|
|
Nonguarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
Total
|
||||||||||
ASSETS
|
||||||||||||||||||||
Current assets:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
|
$
|
49
|
|
|
$
|
8,789
|
|
|
$
|
133,576
|
|
|
$
|
—
|
|
|
$
|
142,414
|
|
Receivables:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Trade accounts receivables, net of allowances
|
|
64,832
|
|
|
115,440
|
|
|
176,333
|
|
|
—
|
|
|
356,605
|
|
|||||
Intercompany receivables
|
|
550,640
|
|
|
907,730
|
|
|
392,044
|
|
|
(1,854,857
|
)
|
|
(4,443
|
)
|
|||||
Other
|
|
2,144
|
|
|
5,527
|
|
|
30,007
|
|
|
—
|
|
|
37,678
|
|
|||||
Inventories
|
|
75,652
|
|
|
179,506
|
|
|
183,640
|
|
|
(4,168
|
)
|
|
434,630
|
|
|||||
Deferred income taxes
|
|
(7,285
|
)
|
|
26,436
|
|
|
8,037
|
|
|
982
|
|
|
28,170
|
|
|||||
Prepaid expenses and other
|
|
18,286
|
|
|
4,538
|
|
|
25,968
|
|
|
—
|
|
|
48,792
|
|
|||||
Total current assets
|
|
704,318
|
|
|
1,247,966
|
|
|
949,605
|
|
|
(1,858,043
|
)
|
|
1,043,846
|
|
|||||
Property, plant and equipment, net
|
|
57,669
|
|
|
43,808
|
|
|
104,912
|
|
|
—
|
|
|
206,389
|
|
|||||
Long term intercompany receivables
|
|
136,709
|
|
|
134,313
|
|
|
127,175
|
|
|
(398,197
|
)
|
|
—
|
|
|||||
Deferred charges and other
|
|
11,364
|
|
|
4,725
|
|
|
20,735
|
|
|
—
|
|
|
36,824
|
|
|||||
Goodwill
|
|
67,722
|
|
|
354,481
|
|
|
188,135
|
|
|
—
|
|
|
610,338
|
|
|||||
Intangible assets, net
|
|
525,409
|
|
|
714,710
|
|
|
443,790
|
|
|
—
|
|
|
1,683,909
|
|
|||||
Debt issuance costs
|
|
40,957
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
40,957
|
|
|||||
Investments in subsidiaries
|
|
2,330,632
|
|
|
1,022,634
|
|
|
—
|
|
|
(3,353,266
|
)
|
|
—
|
|
|||||
Total assets
|
|
$
|
3,874,780
|
|
|
$
|
3,522,637
|
|
|
$
|
1,834,352
|
|
|
$
|
(5,609,506
|
)
|
|
$
|
3,622,263
|
|
LIABILITIES AND SHAREHOLDER'S EQUITY
|
||||||||||||||||||||
Current liabilities:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Current maturities of long-term debt
|
|
$
|
30,585
|
|
|
$
|
1,036
|
|
|
$
|
9,469
|
|
|
$
|
—
|
|
|
$
|
41,090
|
|
Accounts payable
|
|
1,338,536
|
|
|
455,696
|
|
|
283,669
|
|
|
(1,754,730
|
)
|
|
323,171
|
|
|||||
Accrued liabilities:
|
|
|
|
|
|
|
|
|
|
—
|
|
|||||||||
Wages and benefits
|
|
20,377
|
|
|
13,396
|
|
|
37,172
|
|
|
—
|
|
|
70,945
|
|
|||||
Income taxes payable
|
|
366
|
|
|
(21
|
)
|
|
31,261
|
|
|
—
|
|
|
31,606
|
|
|||||
Accrued interest
|
|
30,361
|
|
|
—
|
|
|
106
|
|
|
—
|
|
|
30,467
|
|
|||||
Other
|
|
20,661
|
|
|
45,827
|
|
|
68,077
|
|
|
—
|
|
|
134,565
|
|
|||||
Total current liabilities
|
|
1,440,886
|
|
|
515,934
|
|
|
429,754
|
|
|
(1,754,730
|
)
|
|
631,844
|
|
|||||
Long-term debt, net of current maturities
|
|
1,503,990
|
|
|
307,087
|
|
|
222,753
|
|
|
(498,308
|
)
|
|
1,535,522
|
|
|||||
Employee benefit obligations, net of current portion
|
|
17,408
|
|
|
7,301
|
|
|
59,093
|
|
|
—
|
|
|
83,802
|
|
|||||
Deferred income taxes
|
|
86,248
|
|
|
169,838
|
|
|
81,250
|
|
|
—
|
|
|
337,336
|
|
|||||
Other
|
|
22,205
|
|
|
3,564
|
|
|
18,868
|
|
|
—
|
|
|
44,637
|
|
|||||
Total liabilities
|
|
3,070,737
|
|
|
1,003,724
|
|
|
811,718
|
|
|
(2,253,038
|
)
|
|
2,633,141
|
|
|||||
Shareholder's equity:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Other capital
|
|
1,338,735
|
|
|
1,693,632
|
|
|
980,167
|
|
|
(2,673,800
|
)
|
|
1,338,734
|
|
|||||
Accumulated (deficit) retained earnings
|
|
(426,165
|
)
|
|
922,638
|
|
|
37,719
|
|
|
(869,358
|
)
|
|
(335,166
|
)
|
|||||
Accumulated other comprehensive (loss) income
|
|
(108,527
|
)
|
|
(97,357
|
)
|
|
4,748
|
|
|
186,690
|
|
|
(14,446
|
)
|
|||||
Total shareholder's equity (deficit)
|
|
804,043
|
|
|
2,518,913
|
|
|
1,022,634
|
|
|
(3,356,468
|
)
|
|
989,122
|
|
|||||
Total liabilities and shareholder's equity
|
|
$
|
3,874,780
|
|
|
$
|
3,522,637
|
|
|
$
|
1,834,352
|
|
|
$
|
(5,609,506
|
)
|
|
$
|
3,622,263
|
|
|
|
Parent
|
|
Guarantor
Subsidiaries
|
|
Nonguarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
Total
|
||||||||||
Net sales
|
|
$
|
536,670
|
|
|
$
|
1,301,887
|
|
|
$
|
1,486,744
|
|
|
$
|
(138,385
|
)
|
|
$
|
3,186,916
|
|
Cost of goods sold
|
|
342,256
|
|
|
929,409
|
|
|
914,939
|
|
|
(136,396
|
)
|
|
2,050,208
|
|
|||||
Restructuring and related charges
|
|
127
|
|
|
7,086
|
|
|
657
|
|
|
(29
|
)
|
|
7,841
|
|
|||||
Gross profit
|
|
194,287
|
|
|
365,392
|
|
|
571,148
|
|
|
(1,960
|
)
|
|
1,128,867
|
|
|||||
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Selling
|
|
72,375
|
|
|
172,746
|
|
|
292,004
|
|
|
(590
|
)
|
|
536,535
|
|
|||||
General and administrative
|
|
62,809
|
|
|
80,227
|
|
|
97,687
|
|
|
200
|
|
|
240,923
|
|
|||||
Research and development
|
|
18,401
|
|
|
10,917
|
|
|
3,583
|
|
|
—
|
|
|
32,901
|
|
|||||
Acquisition and integration related charges
|
|
7,935
|
|
|
17,878
|
|
|
10,790
|
|
|
—
|
|
|
36,603
|
|
|||||
Restructuring and related charges
|
|
5,973
|
|
|
11,679
|
|
|
3,151
|
|
|
—
|
|
|
20,803
|
|
|||||
Intangible asset impairment
|
|
—
|
|
|
28,150
|
|
|
4,300
|
|
|
—
|
|
|
32,450
|
|
|||||
|
|
167,493
|
|
|
321,597
|
|
|
411,515
|
|
|
(390
|
)
|
|
900,215
|
|
|||||
Operating income
|
|
26,794
|
|
|
43,795
|
|
|
159,633
|
|
|
(1,570
|
)
|
|
228,652
|
|
|||||
Interest expense
|
|
185,387
|
|
|
2,072
|
|
|
21,017
|
|
|
16
|
|
|
208,492
|
|
|||||
Other (income) expense, net
|
|
(152,721
|
)
|
|
(81,621
|
)
|
|
(689
|
)
|
|
237,522
|
|
|
2,491
|
|
|||||
(Loss) income from continuing operations before income taxes
|
|
(5,872
|
)
|
|
123,344
|
|
|
139,305
|
|
|
(239,108
|
)
|
|
17,669
|
|
|||||
Income tax (benefit) expense
|
|
(14,582
|
)
|
|
46,351
|
|
|
61,081
|
|
|
(555
|
)
|
|
92,295
|
|
|||||
Net income (loss)
|
|
$
|
8,710
|
|
|
$
|
76,993
|
|
|
$
|
78,224
|
|
|
$
|
(238,553
|
)
|
|
$
|
(74,626
|
)
|
|
|
Parent
|
|
Guarantor
Subsidiaries
|
|
Nonguarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
Total
|
||||||||||
Net cash provided (used) by operating activities
|
|
$
|
566,214
|
|
|
$
|
(160,513
|
)
|
|
$
|
556,282
|
|
|
$
|
(729,742
|
)
|
|
$
|
232,241
|
|
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Purchases of property, plant and equipment
|
|
(14,396
|
)
|
|
(10,096
|
)
|
|
(11,668
|
)
|
|
—
|
|
|
(36,160
|
)
|
|||||
Acquisition of Seed Resources, net of cash acquired
|
|
—
|
|
|
(11,053
|
)
|
|
—
|
|
|
—
|
|
|
(11,053
|
)
|
|||||
Proceeds from sale of assets held for sale
|
|
—
|
|
|
—
|
|
|
6,997
|
|
|
—
|
|
|
6,997
|
|
|||||
Other investing activity
|
|
—
|
|
|
(5,607
|
)
|
|
127
|
|
|
—
|
|
|
(5,480
|
)
|
|||||
Net cash (used) provided by investing activities:
|
|
(14,396
|
)
|
|
(26,756
|
)
|
|
(4,544
|
)
|
|
—
|
|
|
(45,696
|
)
|
|||||
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Payment of senior credit facilities, excluding ABL revolving credit facility
|
|
(224,763
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(224,763
|
)
|
|||||
Debt issuance costs
|
|
(12,616
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(12,616
|
)
|
|||||
Other debt financing, net
|
|
30,788
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
30,788
|
|
|||||
Prepayment penalty of term loan facility
|
|
(5,653
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5,653
|
)
|
|||||
Treasury stock purchases
|
|
(3,409
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,409
|
)
|
|||||
(Advances related to) proceeds from intercompany transactions
|
|
(388,696
|
)
|
|
193,335
|
|
|
(534,381
|
)
|
|
729,742
|
|
|
—
|
|
|||||
Net cash (used) provided by financing activities
|
|
(604,349
|
)
|
|
193,335
|
|
|
(534,381
|
)
|
|
729,742
|
|
|
(215,653
|
)
|
|||||
Effect of exchange rate changes on cash and cash equivalents
|
|
—
|
|
|
—
|
|
|
908
|
|
|
—
|
|
|
908
|
|
|||||
Net (decrease) increase in cash and cash equivalents
|
|
(52,531
|
)
|
|
6,066
|
|
|
18,265
|
|
|
—
|
|
|
(28,200
|
)
|
|||||
Cash and cash equivalents, beginning of period
|
|
52,580
|
|
|
2,723
|
|
|
115,311
|
|
|
—
|
|
|
170,614
|
|
|||||
Cash and cash equivalents, end of period
|
|
49
|
|
|
8,789
|
|
|
133,576
|
|
|
—
|
|
|
142,414
|
|
|
|
Parent
|
|
Guarantor
Subsidiaries
|
|
Nonguarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
Total
|
||||||||||
Net sales
|
|
$
|
406,473
|
|
|
$
|
1,115,416
|
|
|
$
|
1,177,266
|
|
|
$
|
(132,144
|
)
|
|
$
|
2,567,011
|
|
Cost of goods sold
|
|
243,438
|
|
|
821,142
|
|
|
704,612
|
|
|
(130,741
|
)
|
|
1,638,451
|
|
|||||
Restructuring and related charges
|
|
3,390
|
|
|
3,875
|
|
|
(115
|
)
|
|
—
|
|
|
7,150
|
|
|||||
Gross profit
|
|
159,645
|
|
|
290,399
|
|
|
472,769
|
|
|
(1,403
|
)
|
|
921,410
|
|
|||||
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Selling
|
|
73,198
|
|
|
140,868
|
|
|
253,172
|
|
|
(425
|
)
|
|
466,813
|
|
|||||
General and administrative
|
|
21,779
|
|
|
105,906
|
|
|
71,349
|
|
|
—
|
|
|
199,034
|
|
|||||
Research and development
|
|
19,674
|
|
|
7,536
|
|
|
3,803
|
|
|
—
|
|
|
31,013
|
|
|||||
Acquisition and integration related charges
|
|
24,107
|
|
|
10,885
|
|
|
3,460
|
|
|
—
|
|
|
38,452
|
|
|||||
Restructuring and related charges
|
|
5,179
|
|
|
9,519
|
|
|
2,270
|
|
|
—
|
|
|
16,968
|
|
|||||
|
|
143,937
|
|
|
274,714
|
|
|
334,054
|
|
|
(425
|
)
|
|
752,280
|
|
|||||
Operating income (loss)
|
|
15,708
|
|
|
15,685
|
|
|
138,715
|
|
|
(978
|
)
|
|
169,130
|
|
|||||
Interest expense
|
|
248,172
|
|
|
5,554
|
|
|
23,246
|
|
|
43
|
|
|
277,015
|
|
|||||
Other (income) expense, net
|
|
(104,022
|
)
|
|
(40,837
|
)
|
|
9,810
|
|
|
147,349
|
|
|
12,300
|
|
|||||
(Loss) income from continuing operations before reorganization items, net and income taxes
|
|
(128,442
|
)
|
|
50,968
|
|
|
105,659
|
|
|
(148,370
|
)
|
|
(120,185
|
)
|
|||||
Reorganization items, net
|
|
4,482
|
|
|
(836
|
)
|
|
—
|
|
|
—
|
|
|
3,646
|
|
|||||
(Loss) income from continuing operations before income taxes
|
|
(132,924
|
)
|
|
51,804
|
|
|
105,659
|
|
|
(148,370
|
)
|
|
(123,831
|
)
|
|||||
Income tax expense
|
|
24,980
|
|
|
2,547
|
|
|
35,789
|
|
|
(127
|
)
|
|
63,189
|
|
|||||
(Loss) income from continuing operations
|
|
(157,904
|
)
|
|
49,257
|
|
|
69,870
|
|
|
(148,243
|
)
|
|
(187,020
|
)
|
|||||
Loss from discontinued operations, net of tax
|
|
—
|
|
|
(2,735
|
)
|
|
—
|
|
|
—
|
|
|
(2,735
|
)
|
|||||
Net (loss) income
|
|
$
|
(157,904
|
)
|
|
$
|
46,522
|
|
|
$
|
69,870
|
|
|
$
|
(148,243
|
)
|
|
$
|
(189,755
|
)
|
|
|
Parent
|
|
Guarantor
Subsidiaries
|
|
Nonguarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
Total
|
||||||||||
Net cash provided (used) by operating activities of continuing operations
|
|
$
|
343,012
|
|
|
$
|
(187,154
|
)
|
|
$
|
104,252
|
|
|
$
|
(191,551
|
)
|
|
$
|
68,559
|
|
Net cash used by operating activities of discontinued operations
|
|
—
|
|
|
(11,221
|
)
|
|
—
|
|
|
—
|
|
|
(11,221
|
)
|
|||||
Net cash provided (used) by operating activities
|
|
343,012
|
|
|
(198,375
|
)
|
|
104,252
|
|
|
(191,551
|
)
|
|
57,338
|
|
|||||
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Purchases of property, plant and equipment
|
|
(15,486
|
)
|
|
(11,587
|
)
|
|
(13,243
|
)
|
|
—
|
|
|
(40,316
|
)
|
|||||
Other investing activity
|
|
(2,577
|
)
|
|
297
|
|
|
91
|
|
|
—
|
|
|
(2,189
|
)
|
|||||
Intercompany investments
|
|
(174,319
|
)
|
|
174,319
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Net cash (used) provided by investing activities
|
|
(192,382
|
)
|
|
163,029
|
|
|
(13,152
|
)
|
|
—
|
|
|
(42,505
|
)
|
|||||
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Reduction of other debt
|
|
(8,039
|
)
|
|
—
|
|
|
(417
|
)
|
|
—
|
|
|
(8,456
|
)
|
|||||
Other debt financing, net
|
|
26,955
|
|
|
—
|
|
|
(13,267
|
)
|
|
—
|
|
|
13,688
|
|
|||||
Debt issuance costs, net of refund
|
|
(55,024
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(55,024
|
)
|
|||||
Proceeds from new senior credit facilities
|
|
1,474,755
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,474,755
|
|
|||||
Payments of senior credit facilities, excluding ABL revolving credit facility
|
|
(1,278,760
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,278,760
|
)
|
|||||
ABL revolving credit facility, net
|
|
(33,225
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(33,225
|
)
|
|||||
Payments of supplemental loan
|
|
(45,000
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(45,000
|
)
|
|||||
Treasury stock purchases
|
|
(2,207
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,207
|
)
|
|||||
(Advances related to) proceeds from intercompany transactions
|
|
(178,955
|
)
|
|
34,705
|
|
|
(47,301
|
)
|
|
191,551
|
|
|
—
|
|
|||||
Net cash (used) provided by financing activities
|
|
(99,500
|
)
|
|
34,705
|
|
|
(60,985
|
)
|
|
191,551
|
|
|
65,771
|
|
|||||
Effect of exchange rate changes on cash and cash equivalents
|
|
—
|
|
|
—
|
|
|
258
|
|
|
—
|
|
|
258
|
|
|||||
Foreign exchange impact on cash and cash equivalents due to Venezuela hyperinflation
|
|
—
|
|
|
—
|
|
|
(8,048
|
)
|
|
—
|
|
|
(8,048
|
)
|
|||||
Net increase (decrease) in cash and cash equivalents
|
|
51,130
|
|
|
(641
|
)
|
|
22,325
|
|
|
—
|
|
|
72,814
|
|
|||||
Cash and cash equivalents, beginning of period
|
|
1,450
|
|
|
3,364
|
|
|
92,986
|
|
|
—
|
|
|
97,800
|
|
|||||
Cash and cash equivalents, end of period
|
|
$
|
52,580
|
|
|
$
|
2,723
|
|
|
$
|
115,311
|
|
|
$
|
—
|
|
|
$
|
170,614
|
|
Column A
|
|
Column B
|
|
Column C Additions
|
|
Column D Deductions
|
|
Column E
|
||||||||||||
Descriptions
|
|
Balance at
Beginning
of Period
|
|
Charged to
Costs and
Expenses
|
|
Deductions
|
|
Other
Adjustments(A)
|
|
Balance at
End of
Period
|
||||||||||
September 30, 2012:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Accounts receivable allowances
|
|
$
|
14,128
|
|
|
$
|
7,742
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
21,870
|
|
September 30, 2011:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Accounts receivable allowances
|
|
$
|
4,351
|
|
|
$
|
9,777
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
14,128
|
|
September 30, 2010:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Accounts receivable allowances
|
|
$
|
1,011
|
|
|
$
|
3,340
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
4,351
|
|
|
|
|
SPECTRUM BRANDS, INC.
|
||
|
|
|
By:
|
|
/s/ David R. Lumley
|
David R. Lumley
Chief Executive Officer and Director
|
|
|
|
Signature
|
|
Title
|
|
|
|
/s/ David R. Lumley
David R. Lumley
|
|
Chief Executive Officer and Director
(Principal Executive Officer)
|
|
|
|
/s/ Anthony L. Genito
Anthony L. Genito
|
|
Executive Vice President, Chief Financial Officer, Chief Accounting Officer and Director
(Principal Financial Officer and
Principal Accounting Officer)
|
/s/ John Beattie
John Beattie
|
|
Director
|
/s/ Nathan E. Fagre
Nathan E. Fagre
|
|
Director
|
|
|
|
Exhibit 2.1
|
|
Purchase Agreement, dated February 21, 2004, by and among Rayovac Corporation, ROV Holding, Inc., VARTA AG, Interelectrica Adminstração e Participações Ltda., and Tabriza Brasil Empreendimentos Ltda. (filed by incorporation by reference to Exhibit 2.1 to Spectrum Brands, Inc.’s Current Report on Form 8-K filed with the SEC by Spectrum Brands, Inc. on June 14, 2004).
|
|
|
|
Exhibit 2.2
|
|
Joint Plan of Reorganization of Spectrum Jungle Labs Corporation, et al., Debtors (filed by incorporation by reference to Exhibit 99.T3E.2 to Spectrum Brands, Inc.’s Form T-3, filed with the SEC by Spectrum Brands, Inc. on April 28, 2009).
|
|
|
|
Exhibit 2.3
|
|
First Modification to Joint Plan of Reorganization (filed by incorporation by reference to Exhibit 99.2 to Spectrum Brands, Inc.’s Current Report on Form 8-K, filed with the SEC by Spectrum Brands, Inc. on July 16, 2009).
|
|
|
|
Exhibit 2.4
|
|
Second Modification to Joint Plan of Reorganization (filed by incorporation by reference to Exhibit 99.3 to Spectrum Brands, Inc.’s Current Report on Form 8-K, filed with the SEC by Spectrum Brands, Inc. on July 16, 2009).
|
|
|
|
Exhibit 2.5
|
|
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 (filed by incorporation by reference to Exhibit 2.1 to the Current Report on Form 8-K filed with the SEC by Spectrum Brands, Inc. on February 12, 2010).
|
|
|
|
Exhibit 2.6
|
|
Amendment to Agreement and Plan of Merger dated as of March 1, 2010 by and among SB/RH Holdings, Inc., Battery Merger Corp., Grill Merger Corp., Spectrum Brands, and Russell Hobbs, Inc. (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 March 2, 2010).
|
|
|
|
Exhibit 2.7
|
|
Second Amendment to Agreement and Plan of Merger dated as of March 26, 2010 by and among Spectrum Brands Holdings, Inc., Battery Merger Corp., Grill Merger Corp., Spectrum Brands, Inc., and Russell Hobbs, Inc. (filed by incorporation by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC by Spectrum Brands, Inc. on March 29, 2010).
|
|
|
|
Exhibit 2.8
|
|
Third Amendment to Agreement and Plan of Merger dated as of April 30, 2010 by and among Spectrum Brands Holdings, Inc., Battery Merger Corp., Grill Merger Corp., Spectrum Brands, Inc., and Russell Hobbs, Inc. (filed by incorporation by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC by Spectrum Brands, Inc. on May 3, 2010).
|
|
|
|
Exhibit 2.9
|
|
Acquisition Agreement, dated October 8, 2012, by and between Spectrum Brands, Inc. and Stanley Black & Decker, Inc., (filed by incorporation by reference to Exhibit 2.1 to the Current Report on Form 8-K filed with the SEC by Spectrum Brands, Inc. on October 12, 2012).
|
|
|
|
Exhibit 3.1
|
|
Restated Certificate of Incorporation of Spectrum Brands Holdings, Inc., dated June 16, 2010 (incorporated by reference to Exhibit 3.1 to the Registration Statement on Form S-8 filed with the SEC on June 16, 2010).
|
|
|
|
Exhibit 3.2
|
|
Amended and Restated Bylaws of Spectrum Brands Holdings, Inc., adopted as of June 16, 2010 (incorporated by reference to the Registration Statement on Form S-8 filed with the SEC on June 16, 2010).
|
|
|
|
Exhibit 4.1
|
|
Specimen certificate for shares of common stock (filed by incorporation by reference to Exhibit 4.1 to the Registration Statement on Form 8-A filed with the SEC on May 27, 2010).
|
|
|
|
Exhibit 4.2
|
|
Indenture governing Spectrum Brands, Inc.’s 9.5% Senior Secured Notes due 2018, dated as of June 16, 2010, among Spectrum Brands, Inc., the guarantors named therein and US Bank National Association, as trustee (filed by incorporation by reference to Exhibit 4.6 to the Quarterly Report on Form 10-Q filed with the SEC by Spectrum Brands, Inc. on August 18, 2010).
|
|
|
Exhibit 4.3
|
|
Supplemental Indenture, dated December 13, 2010, to the Indenture governing Spectrum Brands, Inc.’s 9.5% Senior Secured Notes due 2018, dated as of June 16, 2010, among Spectrum Brands, Inc., the guarantors named therein and US Bank National Association, as trustee (filed by incorporation by reference to Exhibit 4.8 to the Annual Report on Form 10-K filed with the SEC by Spectrum Brands, Inc. on December 14, 2010).
|
|
|
|
Exhibit 4.4
|
|
Indenture governing Spectrum Brands, Inc.’s 6.75% Senior Notes due 2020, dated as of March 20, 2012, among Spectrum Brands, Inc., the guarantors named therein and US Bank National Association, as trustee(filed by incorporation by reference to Exhibit 10.5 to the Quarterly Report on Form 10-Q filed with the SEC by Spectrum Brands, Inc. on May 9, 2012).
|
|
|
|
Exhibit 10.1
|
|
2009 Spectrum Brands, Inc. Incentive Plan (filed by incorporation by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC by Spectrum Brands, Inc. on August 31, 2009).
|
|
|
|
Exhibit 10.2
|
|
Registration Rights Agreement, dated as of August 28, 2009, by and among Spectrum Brands, Inc. and the investors listed on the signature pages thereto, with respect to Spectrum Brands, Inc.’s equity (filed by incorporation by reference to Exhibit 4.3 to the Current Report on Form 8-K filed with the SEC by Spectrum Brands, Inc. on August 31, 2009).
|
|
|
|
Exhibit 10.3
|
|
Registration Rights Agreement, dated as of March 20, 2012, by and among Spectrum Brands, Inc. and the investors listed on the signature pages thereto, with respect to Spectrum Brands, Inc.’s 6.75% Senior Notes due 2020 (filed by incorporation by reference to Exhibit 10.5 to the Quarterly Report on Form 10-Q filed with the SEC by Spectrum Brands, Inc. on May 9, 2012).
|
|
|
|
Exhibit 10.4
|
|
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).
|
|
|
|
Exhibit 10.5
|
|
Stockholder Agreement, dated as of February 9, 2010, by and among Harbinger Capital Partners Master Fund I, Ltd., Harbinger Capital Partners Special Situations Funds, L.P., Global Opportunities Breakaway Ltd., and SB/RH Holdings, Inc. (filed by incorporation by reference to Exhibit 10.5 to the Current Report on form 8-K filed with the SEC by Spectrum Brands, Inc. on February 12, 2010).
|
|
|
|
Exhibit 10.6
|
|
Registration Rights Agreement, dated as of February 9, 2010, by and among Spectrum Brands Holdings, Inc., Harbinger Capital Partners Master Fund I, Ltd., Harbinger Capital Partners Special Situations Fund, L.P., Global Opportunities Breakaway Ltd., Avenue International Master, L.P., Avenue Investments, L.P., Avenue Special Situations Fund IV, L.P., Avenue Special Situations Fund V, L.P. and Avenue-CDP Global Opportunities Fund, L.P. (filed by incorporation by reference to Exhibit 4.1 to the Registration Statement on Form S-4 filed with the SEC by Spectrum Brands Holdings, Inc. on March 29, 2010).
|
|
|
|
Exhibit 10.7
|
|
Separation and Consulting Agreement between Spectrum Brands, Inc. and Kent J. Hussey, dated April 14, 2010 (filed by incorporation by reference to Exhibit 10.1 to the Current Report on form 8-K filed with the SEC by Spectrum Brands, Inc. on April 15, 2010).
|
|
|
|
Exhibit 10.8
|
|
Amendment and Consent and Amended and Restated Credit Agreement, dated as of February 1, 2011, by and among Spectrum Brands, Inc. and certain of its domestic subsidiaries, as borrowers, the lenders party thereto and Credit Suisse AG, as administrative agent (filed by incorporation by reference to Exhibit 10.12 to the Quarterly Report on Form 10-Q filed with the SEC by Spectrum Brands, Inc. on February 11, 2011) and First Amendment to Amended and Restated Credit Agreement, dated as of December 15, 2011, among Spectrum Brands, Inc., SB/RH Holdings, LLC, Credit Suisse AG and the lenders party thereto (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC by Spectrum Brands, Inc. on December 21, 2011).
|
|
|
|
Exhibit 10.9
|
|
Subsidiary Guaranty dated as of June 16, 2010, by and among the subsidiaries of Spectrum Brands, Inc. party thereto, certain additional subsidiary guarantors described therein and Credit Suisse AG, as administrative agent (filed by incorporation by reference to Exhibit 10.13 to the Quarterly Report on Form 10-Q filed with the SEC by Spectrum Brands, Inc. on August 18, 2010).
|
|
|
|
Exhibit 10.10
|
|
Subsidiary Guaranty Supplement dated as of December 13, 2010, by and among Seed Resources, L.L.C. and Credit Suisse AG, as administrative agent (filed by incorporation by reference to Exhibit 10.14 to the Annual Report on Form 10-K filed with the SEC by Spectrum Brands, Inc. on December 14, 2010).
|
|
|
Exhibit 10.11
|
|
Guaranty dated as of June 16, 2010, by and among SB/RH Holdings, LLC and Credit Suisse AG, as administrative agent (filed by incorporation by reference to Exhibit 10.14 to the Quarterly Report on Form 10-Q filed with the SEC by Spectrum Brands, Inc. on August 18, 2010).
|
|
|
|
Exhibit 10.12
|
|
Security Agreement dated as of June 16, 2010, by and among Spectrum Brands, Inc., SB/RH Holdings, LLC, the other grantors party thereto and Wells Fargo Bank, National Association, as collateral trustee (filed by incorporation by reference to Exhibit 10.15 to the Quarterly Report on Form 10-Q filed with the SEC by Spectrum Brands, Inc. on August 18, 2010).
|
|
|
|
Exhibit 10.13
|
|
Security Agreement Supplement dated as of December 13, 2010, by and among Seed Resources, L.L.C. and Wells Fargo Bank, National Association, as collateral trustee (filed by incorporation by reference to Exhibit 10.17 to the Annual Report on Form 10-K filed with the SEC by Spectrum Brands, Inc. on December 14, 2010).
|
|
|
|
Exhibit 10.14
|
|
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 administrative agent (filed by incorporation by reference to Exhibit 10.16 to the Quarterly Report on Form 10-Q filed with the SEC by Spectrum Brands, Inc. on August 18, 2010).
|
|
|
|
Exhibit 10.15
|
|
Second Amendment to Loan and Security Agreement, dated as of March 4, 2011, 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 administrative agent (filed by incorporation by reference to Exhibit 10.19 to the Quarterly Report on Form 10-Q filed with the SEC by Spectrum Brands, Inc. on May 12, 2011).
|
|
|
|
Exhibit 10.16
|
|
Third Amendment to Loan and Security Agreement, dated as of April 21, 2011, 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 administrative agent (filed by incorporation by reference to Exhibit 10.20 to the Quarterly Report on Form 10-Q filed with the SEC by Spectrum Brands, Inc. on May 12, 2011).
|
|
|
|
Exhibit 10.17
|
|
Fourth Amendment to Loan and Security Agreement, dated as of May 24, 2012, 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 administrative agent (filed by incorporation by reference to Exhibit 10.22 to the Quarterly Report on Form 10-Q filed with the SEC by Spectrum Brands, Inc. on August 7, 2012).
|
|
|
|
Exhibit 10.18
|
|
Joinder Agreement to Loan and Security Agreement and Other Loan Documents dated as of December 13, 2010, by and among Seed Resources, L.L.C., Spectrum Brands, Inc., Russell Hobbs, Inc., the subsidiaries of Spectrum Brands, Inc. party to the Loan and Security Agreement as borrowers, SB/RH Holdings, LLC and Bank of America, N.A. (filed by incorporation by reference to Exhibit 10.19 to the Annual Report on Form 10-K filed with the SEC by Spectrum Brands, Inc. on December 14, 2010).
|
|
|
|
Exhibit 10.19
|
|
Guaranty dated as of June 16, 2010, by and among the guarantors described therein and Bank of America, N.A., as administrative agent (filed by incorporation by reference to Exhibit 10.17 to the Quarterly Report on Form 10-Q filed with the SEC by Spectrum Brands, Inc. on August 18, 2010).
|
|
|
|
Exhibit 10.20
|
|
Collateral Trust Agreement dated as of June 16, 2010, by and among Spectrum Brands, Inc., SB/RH Holdings, LLC, the other grantors party thereto, Credit Suisse AG, Cayman Islands Branch, as administrative agent, U.S. Bank National Association, as indenture trustee, and Wells Fargo Bank, National Association, as collateral trustee (filed by incorporation by reference to Exhibit 10.18 to the Quarterly Report on Form 10-Q filed with the SEC by Spectrum Brands, Inc. on August 18, 2010).
|
|
|
|
Exhibit 10.21
|
|
Intercreditor Agreement dated as of June 16, 2010, by and among Spectrum Brands, Inc., SB/RH Holdings, LLC, the other grantors party thereto, Bank of America, N.A., as ABL agent, and Wells Fargo Bank, National Association, as term/notes agent (filed by incorporation by reference to Exhibit 10.19 to the Quarterly Report on Form 10-Q filed with the SEC by Spectrum Brands, Inc. on August 18, 2010).
|
|
|
|
Exhibit 10.22
|
|
Joinder and Supplement to Intercreditor Agreement dated as of December 13, 2010, by and among Seed Resources, L.L.C., Spectrum Brands, Inc., Bank of America, N.A., as collateral agent and administrative agent, and Wells Fargo Bank, National Association, as collateral agent and trustee (filed by incorporation by reference to Exhibit 10.23 to the Annual Report on Form 10-K filed with the SEC by Spectrum Brands, Inc. on December 14, 2010).
|
|
|
Exhibit 10.23
|
|
Trademark Security Agreement dated as of June 16, 2010, by and among the loan parties party thereto and Wells Fargo Bank, National Association, as collateral trustee (filed by incorporation by reference to Exhibit 10.20 to the Quarterly Report on Form 10-Q filed with the SEC by Spectrum Brands, Inc. on August 18, 2010).
|
|
|
|
Exhibit 10.24
|
|
Trademark Security Agreement dated as of December 13, 2010, by and among Seed Resources, L.L.C. and Wells Fargo Bank, National Association, as collateral trustee (filed by incorporation by reference to Exhibit 10.25 to the Annual Report on Form 10-K filed with the SEC by Spectrum Brands, Inc. on December 14, 2010).
|
|
|
|
Exhibit 10.25
|
|
Trademark Security Agreement dated as of December 13, 2010, by and among Seed Resources, L.L.C. and Bank of 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).
|
|
|
|
Exhibit 10.26
|
|
Copyright Security Agreement dated as of June 16, 2010, by and among the loan parties party thereto and Wells Fargo Bank, National Association, as collateral trustee (filed by incorporation by reference to Exhibit 10.21 to the Quarterly Report on Form 10-Q filed with the SEC by Spectrum Brands, Inc. on August 18, 2010).
|
|
|
|
Exhibit 10.27
|
|
Patent Security Agreement dated as of June 16, 2010, by and among the loan parties party thereto and Wells Fargo Bank, National Association, as collateral trustee (filed by incorporation by reference to Exhibit 10.22 to the Quarterly Report on Form 10-Q filed with the SEC by Spectrum Brands, Inc. on August 18, 2010).
|
|
|
|
Exhibit 10.28
|
|
Patent Security Agreement dated as of December 13, 2010, by and among Seed Resources, L.L.C. and Wells Fargo Bank, National Association, as collateral trustee (filed by incorporation by reference to Exhibit 10.29 to the Annual Report on Form 10-K filed with the SEC by Spectrum Brands, Inc. on December 14, 2010).
|
|
|
|
Exhibit 10.29
|
|
Patent Security Agreement dated as of December 13, 2010, by and among Seed Resources, L.L.C. and Bank of America, N.A., as collateral agent and administrative agent (filed by incorporation by reference to Exhibit 10.30 to the Annual Report on Form 10-K filed with the SEC by Spectrum Brands, Inc. on December 14, 2010).
|
|
|
|
Exhibit 10.30
|
|
Amended and Restated Employment Agreement, entered into as of August 11, 2010, by and among Spectrum Brands, Inc., Spectrum Brands Holdings, Inc. and David R. Lumley (filed by incorporation by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC by Spectrum Brands Holdings, Inc. on August 17, 2010).
|
|
|
|
Exhibit 10.31
|
|
First Amendment, dated as of November 16, 2010, to the Employment Agreement, dated as of August 11, 2010, by and among Spectrum Brands, Inc., Spectrum Brands Holdings, Inc. and David R. Lumley (filed by incorporation by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC by Spectrum Brands Holdings, Inc. on November 22, 2010).
|
|
|
|
Exhibit 10.32
|
|
Retention Agreement, entered into as of August 11, 2010, by and between Spectrum Brands, Inc. and Anthony Genito (filed by incorporation by reference to Exhibit 10.2 to the Current Report on Form 8-K filed with the SEC by Spectrum Brands Holdings, Inc. on August 17, 2010).
|
|
|
|
Exhibit 10.33
|
|
Employment Agreement, effective June 9, 2008, by and between Spectrum Brands, Inc. and Anthony L. Genito (filed by incorporation by reference to Exhibit 10.15 to the Quarterly Report on Form 10-Q for the quarterly period ended June 29, 2008, filed with the SEC by Spectrum Brands, Inc. on August 8, 2008).
|
|
|
|
Exhibit 10.34
|
|
Amendment to the Employment Agreement, effective as of February 24, 2009, by and between Spectrum Brands, Inc. and Anthony L. Genito (filed by incorporation by reference to Exhibit 10.22 to the Annual Report on Form 10-K for the fiscal year ended September 30, 2010, filed with the SEC by Spectrum Brands, Inc. on December 29, 2009).
|
|
|
|
Exhibit 10.35
|
|
Description of Second Amendment to the Employment Agreement, effective as of August 28, 2009, by and between Spectrum Brands, Inc. and Anthony L. Genito (filed by incorporation by reference to Exhibit 10.23 to the Annual Report on Form 10-K filed with the SEC by Spectrum Brands, Inc. on December 29, 2009).
|
|
|
Exhibit 10.36
|
|
Third Amendment, dated as of November 16, 2010, to the Employment Agreement, dated as of June 9, 2008, by and among Spectrum Brands, Inc. and Anthony L. Genito (filed by incorporation by reference to Exhibit 10.3 to the Current Report on Form 8-K filed with the SEC by Spectrum Brands Holdings, Inc. on November 22, 2010).
|
|
|
|
Exhibit 10.37
|
|
Employment Agreement, entered into as of August 16, 2010, by and between Spectrum Brands, Inc. and Terry L. Polistina (filed by incorporation by reference to Exhibit 10.25 to the Quarterly Report on Form 10-Q filed with the SEC by Spectrum Brands Holdings, Inc. on August 18, 2010).
|
|
|
|
Exhibit 10.38
|
|
First Amendment, dated as of November 16, 2010, to the Employment Agreement, dated as of August 16, 2010, by and among Spectrum Brands, Inc. and Terry L. Polistina (filed by incorporation by reference to Exhibit 10.2 to the Current Report on Form 8-K filed with the SEC by Spectrum Brands Holdings, Inc. on November 22, 2010).
|
|
|
|
Exhibit 10.39
|
|
Amended and Restated Employment Agreement, effective as of January 16, 2007, by and between Spectrum Brands, Inc. and John A. Heil (filed by incorporation by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC by Spectrum Brands, Inc. on January 19, 2007).
|
|
|
|
Exhibit 10.40
|
|
Amendment to the Amended and Restated Employment Agreement, dated as of November 10, 2008, by and between Spectrum Brands, Inc. and John A. Heil (filed by incorporation by reference to Exhibit 10.7 to the Annual Report on Form 10-K filed with the SEC by Spectrum Brands, Inc. on December 10, 2008).
|
|
|
|
Exhibit 10.41
|
|
Second Amendment to the Amended and Restated Employment Agreement, effective as of February 24, 2009, by and between Spectrum Brands, Inc. and John A. Heil (filed by incorporation by reference to Exhibit 10.11 to the Annual Report on Form 10-K filed with the SEC by Spectrum Brands, Inc. on December 29, 2009).
|
|
|
|
Exhibit 10.42
|
|
Description of Third Amendment to the Amended and Restated Employment Agreement of John A. Heil, effective as of August 28, 2009 (filed by incorporation by reference to Exhibit 10.12 to the Annual Report on Form 10-K filed with the SEC by Spectrum Brands, Inc. on December 29, 2009).
|
|
|
|
Exhibit 10.43
|
|
Fourth Amendment, dated as of November 16, 2010, to the Amended and Restated Employment Agreement, dated as of January 16, 2007, by and among Spectrum Brands, Inc. and John A. Heil (filed by incorporation by reference to Exhibit 10.4 to the Current Report on Form 8-K filed with the SEC by Spectrum Brands Holdings, Inc. on November 22, 2010).
|
|
|
|
Exhibit 10.44
|
|
Spectrum Brands Holdings, Inc. 2007 Omnibus Equity Award Plan (formerly known as the Russell Hobbs, Inc. 2007 Omnibus Equity Award Plan) (filed by incorporation by reference to Exhibit 10.1 to the Registration Statement on Form S-8 filed with the SEC by Spectrum Brands Holdings, Inc. on June 16, 2010).
|
|
|
|
Exhibit 10.45
|
|
Separation Agreement, dated as of March 2, 2011, by and between Spectrum Brands, Inc. and John T. Wilson (filed by incorporation reference to Exhibit 10.1 to the Current Report on Form 8-k filed with the SEC by Spectrum Brands Holdings, Inc. on March 7, 2011).
|
|
|
|
Exhibit 10.46
|
|
Spectrum Brands Holdings, Inc. 2011 Omnibus Equity Award Plan (filed by incorporation by reference to Annex A to the Proxy Statement on Schedule 14A filed with the SEC by Spectrum Brands Holdings, Inc. on January 28, 2011).
|
|
|
|
Exhibit 10.47
|
|
Severance Agreement, dated as of November 19, 2012, by and between Spectrum Brands, Inc. and Nathan E. Fagre.*
|
|
|
|
Exhibit 21.1
|
|
Subsidiaries of Registrant.*
|
|
|
|
Exhibit 23.1
|
|
Consent of Independent Registered Public Accounting Firm.*
|
|
|
|
Exhibit 31.1
|
|
Certification of Chief Executive Officer required by Rule 13a-14(a) or Rule 15d-14(a) of the Securities and Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
|
|
|
|
Exhibit 31.2
|
|
Certification of Chief Financial Officer required by Rule 13a-14(a) or Rule 15d-14(a) of the Securities and Exchange Act of 1934, as adopted pursuant to Section 302 the Sarbanes-Oxley Act of 2002.*
|
|
|
Exhibit 32.1
|
|
Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*
|
|
|
|
Exhibit 32.2
|
|
Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*
|
|
|
|
101.INS
|
|
XBRL Instance Document**
|
|
|
|
101.SCH
|
|
XBRL Taxonomy Extension Schema Document**
|
|
|
|
101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase Document**
|
|
|
|
101.DEF
|
|
XBRL Taxonomy Extension Definition Document**
|
|
|
|
101.LAB
|
|
XBRL Taxonomy Extension Label Linkbase Document**
|
|
|
|
101.PRE
|
|
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 10-K shall be deemed to be “furnished” and not “filed.”
|
By:/s/ Stacey Neu
Name: Stacey Neu
Title: Vice President, Human Resources
|
By:/s/ Nathan Fagre
Name: Nathan Fagre
Title: Senior Vice President, General Counsel,
and Secretary
|
Subsidiary
|
Jurisdiction
|
Anabasis Handelsgesellschaft GmbH
|
Germany
|
APN Holding Company, Inc.
|
USA (Delaware)
|
Applica Asia Limited.
|
Hong Kong
|
Applica Canada Corporation
|
Canada
|
Applica Consumer Products, Inc.
|
USA (Delaware)
|
Applica Peru S.R.L.
|
Peru
|
Applica Manufacturing, S. de R.I. de C.V.
|
Mexico
|
Applica Mexico Holdings, Inc.
|
USA (Delaware)
|
Applica Servicios de Mexico, S. De R.L. de C.V.
|
Mexico
|
Best Way Distribuadora de Bens da Consumo Ltda.
|
Brazil
|
Carmen Ltd.
|
United Kingdom
|
Corporacion Applica de Centro America, Ltda.
|
Costa Rica
|
DB Online, LLC
|
USA (Hawaii)
|
DH Haden Ltd.
|
United Kingdom
|
Distribuidora Rayovac Guatemala, S.A.
|
Guatemala
|
Distribuidora Rayovac Honduras, S.A.
|
Honduras
|
Distribuidora Ray-O-Vac/VARTA, S.A. de C.V.
|
Mexico
|
8 in 1 Pet Products GmbH
|
Germany
|
Household Products Chile Comercial Limitada
|
Chile
|
HP Delaware, Inc.
|
USA (Delaware)
|
HPG LLC.
|
USA (Delaware)
|
Ipojuca Empreendimentos e Participações S.A.
|
Brazil
|
Maanring Holding B.V.
|
Netherlands
|
Microlite S.A.
|
Brazil
|
Minera Vidaluz, S.A. de C.V.
|
Mexico
|
Mountain Breeze, Ltd.
|
United Kingdom
|
Paula Grund. mbH & Co. Vermietungs-KG
|
Germany
|
Pifco Canada Ltd.
|
Canada
|
Pifco Ltd.
|
United Kingdom
|
Pifco Overseas Ltd.
|
Hong Kong
|
PPC Industrues Ltd.
|
BVI
|
Rayovac (UK) Limited
|
United Kingdom
|
Rayovac Argentina S.R.L.
|
Argentina
|
Rayovac Brasil Participações Ltda.
|
Brazil
|
Rayovac Costa Rica, S.A.
|
Costa Rica
|
Ray-O-Vac de Mexico, S.A. de C.V.
|
Mexico
|
Rayovac Dominican Republic, S.A.
|
Dominican Republic
|
Rayovac El Salvador, S.A. de C.V.
|
El Salvador
|
Rayovac Europe GmbH
|
Germany
|
Rayovac Europe Limited
|
United Kingdom
|
Rayovac Guatemala, S.A.
|
Guatemala
|
Rayovac Honduras, S.A.
|
Honduras
|
Rayovac Overseas Corp.
|
BWI
|
Rayovac Venezuela, S.A.
|
Venezuela
|
Rayovac-VARTA S.A.
|
Colombia
|
Remdale Investments Limited
|
BVI
|
Remington Asia
|
BWI
|
Remington Consumer Products
|
United Kingdom
|
Remington Licensing Corporation
|
USA (Delaware)
|
ROV German General Partner GmbH
|
Germany
|
ROV German Limited GmbH
|
Germany
|
ROV Holding, Inc.
|
USA (Delaware)
|
ROV International Finance Company
|
BWI
|
ROVCAL, INC.
|
USA (Wisconsin)
|
Russell Hobbs Deutschland GmbH
|
Germany
|
Russell Hobbs France S.A.S.
|
France
|
Russell Hobbs Holdings Ltd.
|
United Kingdom
|
Russell Hobbs Ltd.
|
United Kingdom
|
Russell Hobbs Towers Ltd.
|
United Kingdom
|
Salton Australia Pty. Ltd.
|
Australia
|
Salton Brasil Comércio, Importação e Exportação de Produtos Eletro-Eletrônicos Ltda.
|
Brazil
|
Salton Hong Kong Ltd.
|
Hong Kong
|
Salton Italia Srl.
|
Italy
|
Salton Nominees Ltd.
|
United Kingdom
|
Salton NZ Ltd.
|
New Zealand
|
Salton Productos Espana SA
|
Spain
|
Salton S.a.r.l.
|
Luxembourg
|
Salton UK
|
United Kingdom
|
Salton UK Holdings, Ltd.
|
United Kingdom
|
SB/RH Holdings, LLC
|
USA (Delaware)
|
Schultz Company
|
USA (Missouri)
|
Spectrum Brands Appliances (Ireland) Ltd.
|
Ireland
|
Spectrum Brands Australia Pty. Ltd.
|
Australia
|
Spectrum Brands (Hong Kong) Limited
|
Hong Kong
|
Spectrum Brands (Shenzhen) Ltd.
|
China
|
Spectrum Brands Asia
|
BWI
|
Spectrum Brands Canada Inc.
|
Canada
|
Spectrum Brands Europe GmbH
|
Germany
|
Spectrum Brands France S.A.S.
|
France
|
Spectrum Brands HK1 Limited
|
Hong Kong
|
Spectrum Brands HK2 Limited
|
Hong Kong
|
Spectrum Brands Holding B.V.
|
Netherlands
|
Spectrum Brands Italia S.r.L.
|
Italy
|
Spectrum Brands Lux S,a.R.L.
|
Luxembourg
|
Spectrum Brands Lux II S,a.R.L.
|
Luxembourg
|
Spectrum Brands Mauritius Limited
|
Mauritius
|
Spectrum Brands New Zealand Ltd.
|
New Zealand
|
Spectrum Brands Poland Sp.Z.o.o
|
Poland
|
Spectrum Brands Real Estate B.V.
|
The Netherlands
|
Spectrum Brands Schweiz GmbH
|
Switzerland
|
Spectrum Brands (UK) Holdings Limited
|
United Kingdom
|
Spectrum Brands (UK) Limited
|
United Kingdom
|
Spectrum China Business Trust
|
China
|
Spectrum Neptune US Holdco Corporation
|
USA (Delaware)
|
Tetra (UK) Limited
|
United Kingdom
|
Tetra Aquatic Asia Pacific Private Limited
|
Singapore
|
Tetra GmbH
|
Germany
|
Tetra Holding GmbH
|
Germany
|
Tetra Japan K.K.
|
Japan
|
The Fair Manufacturing Co. Ltd.
|
Cambodia
|
Toastmaster de Mexico S.A.
|
Mexico
|
Toastmaster Inc.
|
USA (Missouri)
|
Tofino Investment Limited
|
BVI
|
United Industries Corporation
|
USA (Delaware)
|
United Pet Group, Inc.
|
USA (Delaware)
|
United Pet Polska Sp.Z.o.o.
|
Poland
|
VARTA B.V.
|
Netherlands
|
VARTA Baterie spol.s r.o.
|
Czech Republic
|
VARTA Baterie spol.s r.o.
|
Slovakia
|
VARTA Batterie Ges.m.b.H
|
Austria
|
VARTA Batterie S.r.L.
|
Italy
|
VARTA Consumer Batteries A/S
|
Denmark
|
VARTA Consumer Batteries GmbH & Co. KGaA
|
Germany
|
VARTA Ltd.
|
United Kingdom
|
VARTA Pilleri Ticaret Ltd. Sirketi
|
Turkey
|
VARTA Rayovac Remington S.r.L.
|
Romania
|
VARTA Remington Rayovac d.o.o.
|
Croatia
|
VARTA Remington Rayovac Finland OY
|
Finland
|
VARTA Remington Rayovac Norway AS
|
Norway
|
VARTA Remington Rayovac Spain S.L.
|
Spain
|
VARTA Remington Rayovac Sweden AB
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Sweden
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VARTA Remington Rayovac Trgovina d.o.o.
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Slovenia
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VARTA Remington Rayovac Unipessoal Lda.
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Portugal
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VARTA S.A.S
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France
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VARTA-Hungaria Kereskedelmi es Szolgaltato KFT
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Hungary
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VRR Bulgaria EOOD
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Bulgaria
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ZAO “Spectrum Brands” Russia
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Russia
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Date: November 21, 2012
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/s/ David R. Lumley
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David R. Lumley
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Chief Executive Officer
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Date: November 21, 2012
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/s/ Anthony L. Genito
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Anthony L. Genito
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Chief Financial Officer
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/s/ David R. Lumley
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Name:
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David R. Lumley
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Title:
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Chief Executive Officer
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/s/ Anthony L. Genito
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Name:
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Anthony L. Genito
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Title:
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Chief Financial Officer
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