##### Table of Contents





As filed with the Securities and Exchange
    Commission on July 12, 2011
 Registration
    No. 333-175167
 ­
    ­
   UNITED STATES SECURITIES AND
    EXCHANGE COMMISSION
 Washington, D.C.
    20549
 Amendment No. 1 to
 Form S-3
 REGISTRATION
    STATEMENT
 UNDER
 THE SECURITIES ACT OF
    1933
 SPECTRUM BRANDS HOLDINGS,
    INC.
 (Exact name of Registrant as
    specified in its charter)
  Delaware

27-2166630(State or other jurisdiction
    of
    incorporation or organization)

(IRS Employer
    Identification No.)   601 Rayovac Drive
 Madison,  Wisconsin 53711
 (608)
    275-3340
 (Address, including zip code,
    and telephone number,
 including area code, of
    Registrants principal executive offices)
  Nathan E. Fagre
 General Counsel and Secretary
 Spectrum Brands Holdings, Inc.
 601 Rayovac Drive
 Madison, Wisconsin 53711
 (608)
    275-3340
 (Name, address, including zip
    code, and telephone number,
 including area code, of agent
    for service)
  Copies to:
  Jeffrey D. Marell, Esq.
    Raphael M. Russo, Esq.
    Paul, Weiss, Rifkind, Wharton & Garrison LLP
    1285 Avenue of the Americas
    New York, New York 10019
    (212) 373-3000

Michael Kaplan, Esq.
    Davis Polk & Wardwell LLP
    450 Lexington Avenue
    New York, New York 10017
    (212) 450-4000   Approximate date of commencement of proposed sale to
    public:
  o
  o
  o
  o
  o
  o
  12b-2
  Large
    accelerated
    filer o
    Accelerated
    filer þ
    Non-accelerated
    filer o
    Smaller
    reporting
    company o   The Registrant hereby amends this Registration Statement on
    such date or dates as may be necessary to delay its effective
    date until the Registrant shall file a further amendment which
    specifically states that this Registration Statement shall
    thereafter become effective in accordance with Section 8(a)
    of the Securities Act of 1933, as amended, or until this
    Registration Statement shall become effective on such date as
    the Securities and Exchange Commission, acting pursuant to said
    Section 8(a), may determine.




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##### Table of Contents



The
information in this prospectus is not complete and may be
changed. The selling stockholders may not sell these securities
until the registration statement filed with the Securities and
Exchange Commission is effective. This prospectus is not an
offer to sell these securities and it is not soliciting an offer
to buy these securities in any state where the offer or sale is
not permitted.


SUBJECT TO COMPLETION, DATED
    JULY 12, 2011
   6,495,489 Shares
   
   Spectrum Brands Holdings,
    Inc.
 Common Stock
      Selling Stockholder
      Investing in our common stock involves risks that are
    described in the Risk Factors section incorporated
    by reference herein.
  Underwriting



Proceeds toPrice to

Discounts and

Proceeds

SellingPublic

Commissions

to us

StockholderPer Share

$



$



$



$Total

$



$



$



$        Credit
    Suisse
    Deutsche Bank Securities
    Jefferies




---



##### 



None of us, the Selling Stockholder or the underwriters have
    authorized any person to provide you with any information other
    than that contained or incorporated by reference in this
    prospectus or in any free writing prospectus prepared by or on
    behalf of us or to which we have referred you. None of us, the
    Selling Stockholder or the underwriters take responsibility for,
    and can provide assurance as to the reliability of, any
    information that others may give to you. None of us, the Selling
    Stockholder or the underwriters are making an offer to sell
    these securities in any jurisdiction where the offer or sale is
    not permitted. You should assume that the information appearing
    in this prospectus is accurate only as of the date on the front
    cover of this prospectus or such other date stated in this
    prospectus.
  TABLE OF
    CONTENTS
   
 Trademarks


iMarket and
    Industry Data


iiProspectus
    Summary


1Summary
    Consolidated Financial and Other Data


10Risk
    Factors


15Special
    Note Regarding Forward-Looking Statements


15Use of
    Proceeds


16Dividend
    Policy


16Unaudited
    Pro Forma Condensed Combined Financial Statements


16Principal
    and Selling Stockholders


22Description
    of Capital Stock


25U.S.
    Federal Income Tax Consequences for
    Non-U.S.
    Holders


31Underwriting


34Notice To
    Canadian Residents


37Legal
    Matters


38Experts


38Where You
    Can Find More Information


39Information
    Incorporated By Reference


39Index to
    Consolidated Financial Statements


F-1EX-23.1EX-23.2     TRADEMARKS  ® ® ® ® ® ® ® ® ® ® ® ® ® ® ® ® ® ® ® ® ® tm 
 i




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##### Table of Contents



MARKET
    AND INDUSTRY DATA     ii




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##### Table of Contents



PROSPECTUS
    SUMMARY  This summary highlights material information about us and
    this offering, but does not contain all of the information that
    you should consider before investing in our common stock. You
    should read this entire prospectus carefully, as well as the
    Risk Factors and our consolidated financial
    statements and the accompanying notes, which are incorporated
    into this prospectus by reference, before investing. This
    prospectus includes forward-looking statements that involve
    risks and uncertainties. See Special Note Regarding
    Forward-Looking Statements.
  Unless otherwise indicated in this prospectus or the context
    requires otherwise, (i) SB Holdings,
    we, us, our or the
    Company refers to Spectrum Brands Holdings, Inc.
    and, where applicable, its consolidated subsidiaries;
    (ii) Spectrum Brands refers to Spectrum Brands,
    Inc. and, where applicable, its consolidated subsidiaries;
    (iii) Russell Hobbs refers to Russell Hobbs,
    Inc. and, where applicable, its consolidated subsidiaries;
    (iv) Selling Stockholder refers to Harbinger
    Capital Partners Master Fund I, Ltd.;
    (v) Merger means the business combination of
    Spectrum Brands and Russell Hobbs consummated on June 16,
    2010 creating SB Holdings; and (vi) pro forma
    means that the applicable information is presented on a pro
    forma basis to give effect to the Merger as if it occurred on
    October 1, 2008, the first day of our fiscal year.
  Our
    Company
    OEMs LTM
 1




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##### Table of Contents



Global Batteries &
    Appliances Global
    Pet Supplies Home and Garden Business income/(loss)
  LTM Period Ended April 3, 2011NetPro Forma


Adjusted


Income /Operating Segment

Net Sales(a)


EBITDA(a)


(Loss)


Market Position by Product Category(In millions)Global Batteries & Appliances

$
2,211


$
302


$
183


Consumer batteries:#3 in North America, #2 in
    Europe and #1 in Latin AmericaElectric shaving and grooming: #2 in North America,
    United Kingdom and Australia, and #3 in Continental EuropeElectric personal care products: #1 in Australia, #2 in
    the United Kingdom and #3 in North AmericaPortable lighting:#2 in North America, Europe and
    Latin AmericaKitchen products:#2 position in United States with two
    of our brands holding a #1 market shareHome products:#1 in hand-held irons in the U.S.Global Pet Supplies

$
565


$
99


$
60


Global pet supplies:#2 position Aquatics products:#1 positionHome and Garden Business

$
359


$
71


$
56


Home and garden control products: #2 positionCorporate





$
(32
)

$
(85
)Unallocated items(b)









$
(395
)Consolidated SB Holdings

$
3,135


$
440


($
181
)     (a)
    
    See Summary Consolidated Financial and Other Data
    for reconciliations of Pro Forma Net Sales to Net Sales and
    Adjusted EBITDA by segment to Net Income by segment.(b)
    
    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.
 2




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##### Table of Contents



Products
  Global
    Batteries and Appliances
  Consumer Batteries.
  Rayovac
        Electric Shaving and Grooming.
  Electric Personal Care Products.
  Portable Lighting.
 3




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##### Table of Contents



Kitchen Products.
  Home Products.
  Global
    Pet Supplies
  Companion Animal and Aquatics.
    Home and
    Garden Business
  Home and Garden Control Products.
  Rid-a-Bug,
  EPA
 4




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##### Table of Contents



Our
    Competitive Strengths
    Market Leading, Well Positioned Product
    Portfolio.
  Strong Financial Performance through the Economic
    Cycle. pre-acquisition
  Proven Ability to Develop New Products.
  Long-term Relationships with Key Retailers and Global
    Distribution Network. Wal-Mart Carrefour The Home Depot Lowes Target Boots Canadian Tire PetSmart PETCO
  Low-cost and Efficient Supply Chain.
  Experienced and Proven Management Team.
 5




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##### Table of Contents



Growth
    Strategy
    Benefit from Merger Synergies.
      Focus on New Product Development and Packaging
    Innovation.
  Pursue Bolt-on Acquisitions to Further Enhance
    Scale.
 6




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##### Table of Contents



Utilize Strong Cash Flow Generation to Pay Down
    Debt.
  Continue to Improve Operating Efficiencies.
  Recent
    Developments
  ABL Revolver
  About the
    Selling Security Holder and the Secondary Offering
  HCP Master Fund HRG
 7




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##### Table of Contents



Corporate
    Information
  53711-2497. (608) 275-3340. www.spectrumbrands.com
 8




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##### Table of Contents



The
    Offering
  Common stock offered by the Company
    
    1,000,000 shares, or 1,150,000 shares if the
    underwriters exercise their over-allotment option in fullCommon stock offered by the Selling Stockholder
    
    5,495,489, or 6,319,812 shares if the underwriters exercise
    their over-allotment option in full.Common stock outstanding before this offering
    
    As of July 8, 2011, 51,075,535 shares of our common
    stock were outstanding, excluding 1,578,136 unvested
    restricted stock units issued pursuant to our equity incentive
    plans.Option to purchase additional shares of common stock
    
    The underwriters have an option to purchase a maximum of 974,323
    additional shares of our common stock from us and the Selling
    Stockholder to cover over-allotment of shares. The underwriters
    can exercise this option at any time within 30 days from
    the date of this prospectus.Use of proceeds
    
    We expect to use the net proceeds of the sale of shares offered
    by us for general corporate purposes, which may include, among
    other things, working capital needs, the refinancing of existing
    indebtedness, the expansion of our business and acquisitions. We
    will not receive any proceeds from the sale of common stock by
    the Selling Stockholder.Dividend policy
    
    We have not historically paid dividends and we do not anticipate
    paying any dividends on our common stock in our 2011 fiscal
    year. See Dividend Policy.NYSE symbol
    
    SPB
 9




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##### Table of Contents



SUMMARY
    CONSOLIDATED FINANCIAL AND OTHER DATA      Bankruptcy Code Predecessor Company
  SuccessorPredecessor Company


Company


Successor CompanyFiscal Year Ended


Period


PeriodSeptember 30,


from


fromOctober 1,


August 31,


Fiscal


Six


Six


LTM2008


2009


Year


Months


Months


Periodthrough


through


Ended


Ended


Ended


EndedAugust 30,


September 30,


September 30,


April 4,


April 3,


April 3,2007


2008


2009


2009


2010


2010


2011


2011(1)(In millions)Statement of Operations Data(2):Net sales

$
2,333


$
2,427


$
2,011


$
220


$
2,567


$
1,125


$
1,555


$
2,997Cost of goods sold


1,425



1,490



1,246



155



1,638



727



998



1,909Restructuring and related charges


31



16



13



0



7



4



3



6Gross profit


877



920



752



64



921



394



555



1,082Operating ExpensesSelling


510



506



363



39



467



215



271



522General and administrative


162



189



145



21



199



86



119



233Research and development


27



25



21



3



31



14



16



33Acquisition and integration related charges


















38



5



24



58Restructuring and related charges


67



23



31



2



17



8



8



17Goodwill and intangibles impairment(3)


363



861



34



















Operating income(loss)


(252
)


(685
)


157



0



169



65



116



221Net (loss) income(4)(5)(6)


(597
)


(932
)


1,014



(71
)


(190
)


(79
)


(70
)


(181
)
 10




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##### Table of Contents



Predecessor Company

Combined

Successor CompanyTwelve Months

Fiscal Year

Six MonthsFiscal Year Ended

Ended

Ended

Ended

Six Months

LTM PeriodSeptember 30,

September 30,

September 30,

April 4,

Ended

Ended2007

2008

2009

2010

2010

April 3, 2011

April 3, 2011(1)(In millions)Other Data:Capital expenditures(7)

$
23


$
19


$
11


$
40


$
11


$
19


$
48Depreciation and amortization (excluding amortization of debt
    issuance costs)(7)


77



85



67



117



53



66



131Cash Flow Data:Net cash provided by (used in)Operating activities

$
(33
)

$
(10
)

$
77


$
57


$
(81
)

$
(123
)

$
15Investing activities


(23
)


(6
)


(20
)


(43
)


(11
)


(23
)


(55
)Financing activities


93



52



(65
)


66



56



50



60Balance Sheet Data (at period end):Cash and cash equivalents

$
70


$
105


$
98


$
171


$
55


$
73


$
73Working capital(8)


370



372



324



537



304



591



591Total assets


3,211



2,248



3,021



3,874



2,901



3,801



3,801Total debt


2,460



2,523



1,584



1,744



1,627



1,825



1,825Supplemental Financial Information:Pro forma net sales(9)

$
2,333


$
2,427


$
3,006


$
3,111


$
1,531


$
1,555


$
3,135Adjusted EBITDA(10)


272



297



391



432



208



216



440     (1)
    
    The LTM period ended April 3, 2011 is derived from the
    financial results of the fiscal year ended September 30,
    2010, subtracting the financial results for the six months ended
    April 4, 2010 and adding the financial results for the six
    months ended April 3, 2011.(2)
    
    On November 5, 2008, our 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 products portion of the Home and Garden Business
    during fiscal 2009. During the second quarter of our 2009 fiscal
    year, we completed the shutdown of the growing products portion
    of the Home and Garden Business and, accordingly, began
    reporting the results of operations of the growing products
    portion of the Home and Garden Business as discontinued
    operations. As of October 1, 2005, we began reporting the
    results of operations of the
    Nu-Gro Pro
    and Tech division of the Home and Garden Business as
    discontinued operations. We also began reporting the results of
    operations of the Canadian division of the Home and Garden
    Business as discontinued operations as of October 1, 2006,
    which business was sold on November 1, 2007. Therefore, the
    presentation of all historical continuing operations has been
    changed to exclude the growing products portion of the Home and
    Garden Business, the Nu-Gro Pro and Tech and the Canadian
    divisions of the Home and Garden Business but to include the
    remaining control products portion of the Home and Garden
    Business.(3)
    
    During our 2010, 2009, 2008 and 2007 fiscal years, pursuant to
    the Financial Accounting Standards Board (FASB)
    Codification Topic 350: Intangibles-Goodwill and
    Other, formerly SFAS No. 142,
    Goodwill and Other Intangible Assets, we
    conducted our 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 $34 million, $861 million and
    $363 million in the eleven month period ended
    August 30, 2009 and in our 2008 and 2007 fiscal years,
    respectively. See Managements Discussion and
    Analysis of Financial Condition and Results of
    Operations  Critical Accounting Policies 
    Valuation of Assets and Asset Impairment as well as
    Note 3(i), Significant Accounting Policies and
    Practices  Intangible Assets, beginning on
    page 51 and 77, respectively, in our current report on
    Form 8-K
    filed with the SEC on February 25, 2011 incorporated by
    reference herein.
 11




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##### Table of Contents



(4)
    
    For our 2010 fiscal year, income tax expense of $63 million
    includes a non-cash charge of approximately $92 million
    which increased the valuation allowance against certain net
    deferred tax assets.(5)
    
    Included in the one month period 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. The eleven
    month period ended August 30, 2009 income tax expense
    includes a non-cash adjustment of approximately $52 million
    which reduced the valuation allowance against certain deferred
    tax assets.The eleven month period for the Predecessor Company includes a
    reorganization gain of $1,143 million and a non-cash charge
    of $104 million related to the tax effects of the
    fresh-start adjustments. In addition, the eleven month period
    for the Predecessor Company includes the tax effect on the gain
    on the cancellation of debt from the extinguishment of the
    senior subordinated notes as well as the modification of the
    senior term credit facility resulting in approximately
    $124 million reduction in the U.S. net deferred tax
    asset exclusive of indefinite lived intangibles. Due to our full
    valuation allowance position as of August 30, 2009 on the
    U.S. net deferred tax asset exclusive of indefinite lived
    intangibles, the tax effect of the gain on the cancellation of
    debt and the modification of a prior senior term loan is offset
    by a corresponding adjustment to the valuation allowance of
    $124 million. The tax effect of the fresh-start
    adjustments, the gain on the cancellation of debt and the
    modification of the Old Senior Term Credit Facility, net of
    corresponding adjustments to the valuation allowance, are netted
    against reorganization items.(6)
    
    For our 2008 fiscal year, income tax benefit of $10 million
    includes a non-cash charge of approximately $222 million
    which increased the valuation allowance against certain net
    deferred tax assets. For our 2007 fiscal year, income tax
    expense of $56 million includes a non-cash charge of
    approximately $180 million which increased the valuation
    allowance against certain net deferred tax assets.(7)
    
    Amounts reflect the results of continuing operations only.(8)
    
    Working capital is defined as current assets less current
    liabilities.(9)
    
    The following table reconciles pro forma net sales, which
    includes pre-acquisition Russell Hobbs net sales as of
    October 1, 2008, to our net sales, as reported:  Combined


Successor CompanyPredecessor Company


Twelve Months


Fiscal Year


Six MonthsFiscal Year Ended


Ended


Ended


Ended


Six Months


LTM PeriodSeptember 30,


September 30,


September 30,


April 4,


Ended


Ended2007


2008


2009


2010


2010


April 3, 2011


April 3, 2011(In millions)Net sales, as reported

$
2,333


$
2,427


$
2,231


$
2,567


$
1,125


$
1,555


$
2,997Pre-acquisition sales










775



544



406







138Pro forma net sales

$
2,333


$
2,427



3,006



3,111



1,531



1,555



3,135   LTM Period Ended April 3, 2011Global Batteries &


Global Pet


Home & Garden


ConsolidatedAppliances


Supplies


Business


Spectrum(In millions)Net sales, as reported

$
2,084


$
557


$
356


$
2,997Pre-acquisition sales


127



8



3



138Pro forma net sales

$
2,211



565



359



3,135   (10)
    
    EBITDA represents net income (loss) before net interest expense,
    income tax expense, depreciation, and amortization (excluding
    amortization of debt issuance costs). Adjusted EBITDA represents
    EBITDA adjusted to add back or deduct certain items that are
    unusual in nature or not comparable from period to period.
    Management believes EBITDA and Adjusted EBITDA are useful in
    evaluating our business and also for a discussion of the
    analytical limitations of these measures.
 12




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##### Table of Contents



Combined


Successor CompanyPredecessor Company


Twelve Months


Fiscal Year


Six Months


Six Months


LTM PeriodFiscal Year Ended


Ended


Ended


Ended


Ended


EndedSeptember 30,


September 30,


September 30,


April 4,


April 3,


April 3,2007


2008


2009


2010


2010


2011


2011(In millions)Net (loss) income

$
(597
)

$
(932
)

$
943


$
(190
)

$
(79
)

$
(70
)

$
(181
)Interest expense


256



229



190



277



98



126



305Income tax expense (benefit)


56



(10
)


74



63



33



60



90Depreciation and amortization (excluding amortization of debt
    issuance costs)


77



85



67



117



53



66



131EBITDA

$
(208
)

$
(627
)

$
1,274


$
268


$
104


$
182


$
345Pre-acquisition earnings(a)










81



66



51







15Goodwill and Intangibles impairment


363



861



34















Restructuring and related charges


98



39



46



24



12



11



24Acquisition and integration related charges














38



5



24



58Loss from discontinued operations, net of tax


34



26



86



3



3







Brazilian IPI credit(b)


(9
)


(12
)


(6
)


(5
)


(5
)






(1
)Reorganization items, net










(1,139
)


4



4







(1
)Fresh-start inventory fair value adjustments










16



35



35







Other fair value adjustments










2



3











3Accelerated depreciation and amortization(c)


(10
)


(0
)


(4
)


(3
)


(0
)


(1
)


(3
)Transaction costs


4



9



















Adjusted EBITDA

$
272


$
297


$
391


$
432


$
208


$
216



440     (a)
    
    Reflects pro forma earnings of Russell Hobbs as if the Merger
    was consummated on October 1, 2008.(b)
    
    Adjustment reflects expiring taxes and related estimated
    penalties, associated with our provision for presumed credits
    applied to the Brazilian excise tax on manufactured products,
    for which the examination period expired.(c)
    
    Adjustment reflects accelerated amortization and or depreciation
    associated with restructuring initiatives. As this amount is
    included within restructuring and related charges, the
    adjustment negates the impact of reflecting the add back of
    depreciation and/or amortization twice.
 13




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##### Table of Contents



Global





Home <M Period Ended

Batteries &


Global Pet


Garden





Unallocated


ConsolidatedApril 3, 2011 (a)

Appliances


Supplies


Business


Corporate


Items (b)


Spectrum(In millions)Net (loss) income

$
183


$
60


$
56


$
(85
)

$
(395
)

$
(181
)Interest expense


















305



305Income tax expense (benefit)


















90



90Depreciation and amortization (excluding amortization of debt
    issuance costs)


67



25



14



25







131EBITDA

$
250


$
85


$
70


$
(60
)





$
345Pre-acquisition earnings(c)


13



2















15Restructuring and related charges


4



10



2



8







24Acquisition and integration related charges


34



1







23







58Other fair value adjustments


2



1















3Accelerated depreciation and amortization(d)










(1
)


(2
)






(3
)Other(e)


(1
)










(1
)






(2
)Adjusted EBITDA

$
302


$
99


$
71


$
(32
)





$
440     (a)
    
    The LTM period ended April 3, 2011 is derived from the
    financial results of the fiscal year ended September 30,
    2010, subtracting the financial results for the six months ended
    April 4, 2010 and adding the financial results for the six
    months ended April 3, 2011.(b)
    
    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.(c)
    
    Reflects pro forma earnings of Russell Hobbs as if the Merger
    was consummated prior to the LTM period ended April 3, 2011.(d)
    
    Adjustment reflects accelerated amortization and/or depreciation
    associated with restructuring initiatives. As this amount is
    included within restructuring and related charges, the
    adjustment negates the impact of reflecting the add back of
    depreciation and / or amortization twice.(e)
    
    Represents Brazilian IPI credit and Reorganization items, net.
 14




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##### Table of Contents



RISK
    FACTORS   SPECIAL
    NOTE REGARDING FORWARD-LOOKING STATEMENTS     15




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##### Table of Contents



USE OF
    PROCEEDS     DIVIDEND
    POLICY   UNAUDITED
    PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS  ASC 805
   16




---



##### Table of Contents




    SB Holdings historical audited consolidated financial statements
    and the notes thereto included in its Current Report on
    Form 8-K
    filed with the SEC on February 25, 2011 which was filed to
    recast SB Holdings audited consolidated financial statements
    that were initially filed with the SEC on December 14, 2010 in
    SB Holdings Annual Report on
    Form 10-K
    for the fiscal year ended September 30, 2010, and are
    incorporated by reference in this prospectus;
    SB Holdings historical unaudited condensed consolidated
    financial statements and notes thereto included in its Quarterly
    Report on
    Form 10-Q
    for the three and six month periods ended April 3, 2011,
    incorporated by reference in this prospectus;
    Russell Hobbs historical audited consolidated financial
    statements for the fiscal year ended June 30, 2009 and
    notes thereto included elsewhere in this prospectus; and
    Russell Hobbs historical unaudited condensed consolidated
    financial statements for the nine month period ended
    March 31, 2010 and notes thereto included elsewhere in this
    prospectus.       17




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##### Table of Contents



Spectrum
    Brands Holdings, Inc.
  Unaudited
    Pro Forma Condensed Combined Statement of Operations
 For the
    year ended September 30, 2010
  Eliminationof RussellHobbsDuplicateFinancial


Water


Pro FormaSB Holdings


Russell Hobbs


Information


Products(4a)


Adjustments


Note


Pro FormaYear Ended


9 Months EndedSept. 30, 2010


March 31, 2010(In thousands, except per share amounts)Net sales

$
2,567,011


$
617,607


$
(35,755
)

$
(326
)

$







$
3,148,537Cost of goods sold


1,638,451



422,729



(23,839
)


(77
)


(2,164
)


(4b
)


2,035,100Restructuring and related charges


7,150























7,150Gross profit


921,410



194,878



(11,916
)


(249
)


2,164







1,106,287Selling


466,813



88,885



(5,962
)


(1,346
)










548,390General and administrative


199,386



36,019



(4,640
)






15,007



(4c
)(4d)


245,772Research and development


31,013



6,513



(659
)














36,867Acquisition and integrated related charges


38,452















(34,675
)


(4e
)


3,777Restructuring and related charges


16,968



4,361



















21,329Total operating expenses


752,632



135,778



(11,261
)


(1,346
)


(19,668
)






856,135Operating income


168,778



59,100



(655
)


1,097



21,832







250,152Interest expense


277,015



24,112



(3,866
)






(114,323
)


(4f
)


182,938Other expense (income), net


12,300



5,702



923















18,925(Loss) income from continuing operations before reorganization
    items and income taxes


(120,537
)


29,286



2,288



1,097



136,155







48,289Reorganization items expense (income), net


3,646























3,646(Loss) income from continuing operations before income taxes


(124,183
)


29,286



2,288



1,097



136,155







44,643Income tax expense (benefit)


63,189



11,375



(214
)










(4g
)


74,350(Loss) income from continuing operations

$
(187,372
)

$
17,911


$
2,502


$
1,097


$
136,155






$
(29,707
)Basic net (loss) income per common share:(Loss) income from continuing operations

$
(5.20
)





















$
(0.58
)Weighted average of common stock outstanding


36,000



739,013











(723,680
)


(4h
)


51,333Diluted net (loss) income per common share:(Loss) income from continuing operations

$
(5.20
)





















$
(0.58
)Weighted average of common stock and equivalents outstanding


36,000



739,013











(723,680
)


(4h
)


51,333  18




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##### Table of Contents



Spectrum
    Brands Holdings, Inc.
    Notes to Unaudited Pro Forma Consolidated Statement of
    Operations
    For the Year ended September 30, 2010
    (in thousands, except per share amounts)
  (1)
    Conforming
    Interim Periods    (2)
    Basis of
    Presentation              (3)
    Significant
    Accounting policies    (4)
    Pro Forma
    Reclassifications and Adjustments for the Transaction     19




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##### Table of Contents



Assumed


Pro FormaInterest Rate


Interest Expense$750,000 Term loan


8.1
%

$
60,750$750,000 Senior secured notes


9.5
%


71,250$231,161 Senior subordinated notes


12.0
%


27,739ABL revolving credit facility


6.0
%


2,110Foreign debt, other obligations and capitalized leases






8,832Amortization of debt issuance costs and discounts






12,257Total Pro forma interest expense






182,938Less: elimination of historical interest expense






297,261Pro forma adjustment





$
(114,323
)           Basic


51,333Effect of restricted stock


Diluted


51,333  20




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##### Table of Contents



(5)
    Transaction
    Costs    Legal and professional fees

$
24,962Employee termination charges


9,713Pro forma adjustment


34,675Integration costs


3,777Total Acquisition and integration related charges

$
38,452    21




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##### Table of Contents



PRINCIPAL
    AND SELLING STOCKHOLDERS    
    each person who is known by us to beneficially own more than 5%
    of the outstanding shares of our common stock (each, a
    5% Stockholder), including the Selling
    Stockholder;
    our named executive officers;
    each of our directors; and
    all directors and executive officers as a group.  SEC c/o Spectrum
  Shares Beneficially Owned



Shares Beneficially OwnedBefore this Offering



After this OfferingNumber of



Shares

Number ofShares

Percentage

Offered

Shares

PercentageName and Address of Beneficial OwnerHarbinger Group Inc.(1)


27,756,905



54.3
%






27,756,905



53.3
%450 Park Avenue, 27th FloorNew York, NY 10022Harbinger Capital Partners Master Fund I, Ltd.(2)


6,398,912



12.5
%


5,495,489



903,423



1.7
%c/o International
    Fund Services (Ireland) Limited78 Sir John Rogersons Quay
    Dublin 2, IrelandHarbinger Capital Partners Special Situations Fund, L.P.(2)


101,089



*







101,089



*450 Park Avenue, 30th FloorNew York, NY 10022D. E. Shaw Laminar Portfolios, L.L.C.(3)


3,012,766



5.9
%






3,012,766



5.8
%120 W. 45th Street, Tower 45, 39th FloorNew York, NY 10036FMR LLC(4)


5,619,452



11.0
%






5,619,452



10.8
%82 Devonshire StreetBoston, MA 02109 22




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##### Table of Contents



Shares Beneficially Owned



Shares Beneficially OwnedBefore this Offering



After this OfferingNumber of



Shares

Number ofShares

Percentage

Offered

Shares

PercentageDirectors and Named Executive OfficersDavid R. Lumley(5)


116,192



*







116,192



*Anthony L. Genito(6)


97,650



*







97,650



*John A. Heil(7)


98,387



*







98,387



*Terry L. Polistina(8)


114,756



*







114,756



*Kenneth C. Ambrecht(9)


5,538



*







5,538



*Eugene I. Davis(9)


5,538



*







5,538



*Virginia A. Kamsky(9)


2,521



*







2,521



*Marc S. Kirschner(9)


7,538



*







7,538



*Norman S. Matthews(9)


17,538



*







17,538



*David M. Maura(1)


15,000



*







15,000



*Omar Asali






*











*Hugh R. Rovit(9)


5,538



*







5,538



*All current directors and named executive officers of SB
    Holdings as a group (12 persons)


486,196



*







486,196



*     *
    
    Indicates less than 1% of the total number of outstanding shares
    of our common stock.(1)
    
    Based on information set forth in a Schedule 13D that was
    filed with the SEC on January 11, 2011 by Harbinger Group
    Inc. (HRG). The Selling Stockholder,
    Harbinger Capital Partners Special Situations Fund, L.P. (the
    Special Fund) and Global Opportunities
    Breakaway Ltd. (the Breakaway Fund)
    (together, the Harbinger Parties) own
    approximately 93.3% of the outstanding shares of common stock of
    HRG (not including shares issuable upon conversion of the
    Series A Convertible Preferred Stock). As a result of their
    ownership interest in HRG and certain other arrangements among
    the Harbinger Parties and HRG, the Harbinger Reporting Persons
    (as defined below) and HRG may be deemed to be members of a
    group for purposes of the Exchange Act, and the
    Harbinger Reporting Persons may be deemed to beneficially own
    the shares of our common stock directly owned by HRG. Each
    Harbinger Reporting Person specifically disclaims beneficial
    ownership in the shares of our common stock owned by HRG except
    to the extent it or he actually exercises voting or dispositive
    power with respect to such common stock.(2)
    
    Based on information set forth in a Schedule 13D that was
    filed with the SEC on June 28, 2010, as amended by
    Amendment No. 1 to the Schedule 13D that was filed
    with the SEC on July 22, 2010, Amendment No. 2 to the
    Schedule 13D that was filed with the SEC on August 17,
    2010, Amendment No. 3 to the Schedule 13D that was
    filed with the SEC on September 15, 2010, Amendment
    No. 4 to the Schedule 13D that was filed with the SEC
    on January 11, 2011 and Amendment No. 5 to the
    Schedule 13D that was filed with the SEC on May 16,
    2011, in each case by the Selling Stockholder; Harbinger Capital
    Partners LLC (Harbinger LLC), the investment
    manager of the Master Fund; the Special Fund; Harbinger Capital
    Partners Special Situations GP, LLC (HCPSS),
    the general partner of the Special Fund; Breakaway Fund;
    Harbinger Capital Partners II LP (HCP
    II), the investment manager of the Breakaway Fund;
    Harbinger Capital Partners II GP LLC (HCP II
    GP), the general partner of HCP II; Harbinger
    Holdings, LLC (Harbinger Holdings), the
    managing member of Harbinger LLC and HCPSS; and Philip Falcone,
    the managing member of HCP II GP and Harbinger Holdings and the
    portfolio manager of the Harbinger Parties (each of the Master
    Fund, Harbinger LLC, Special Fund, HCPSS, Breakaway Fund, HCP
    II, HCP II GP, Harbinger Holdings and Philip Falcone may be
    referred to herein as a Reporting Person and
    collectively may be referred to as Harbinger Reporting
    Persons). As of the date of the filing of Amendment
    No. 5 to the Schedule 13D, the Harbinger Reporting
    Persons may be deemed to be the beneficial owner of
    6,500,001 shares of our common stock, constituting 12.5% of
    our outstanding common stock. Each of the Harbinger Reporting
    Persons specifically disclaims beneficial ownership in the
    shares 23




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##### Table of Contents



of our common stock except to the extent he or it actually
    exercises voting or dispositive power with respect to such
    shares.David M. Maura is the direct beneficial owner of
    15,000 shares of our common stock, constituting less than
    1% of our common stock outstanding. As a result of
    Mr. Mauras employment with affiliates of the Selling
    Stockholder, Mr. Maura and the Harbinger Reporting Persons
    may be deemed to be members of a group for purposes
    of the Securities Exchange Act of 1934, as amended, and the
    owners of the shares of our common stock owned by each other.
    Mr. Maura and the Harbinger Reporting Persons specifically
    disclaim beneficial ownership in the shares of our common stock
    owned by each other.(3)
    
    Based on information set forth in a Schedule 13G that was
    filed with the SEC on June 28, 2010, as amended by
    Amendment No. 1 to the Schedule 13G that was filed
    with the SEC on February 14, 2011 by D. E. Shaw Laminar
    Portfolios, L.L.C. (Shaw), D.E.
    Shaw & Co., L.L.C., managing member to Shaw
    (DESCO LLC), D.E. Shaw & Co., L.P.,
    investment adviser to Shaw (DESCO LP), and
    David E. Shaw (collectively with Shaw, DESCO LLC and DESCO LP,
    the Shaw Reporting Persons), the Shaw
    Reporting Persons beneficially own 3,012,766 shares of our
    common stock. The Shaw Reporting Persons have the sole power to
    vote and dispose of the shares of our common stock held by them
    and the shared power to vote and dispose of the shares of our
    common stock held by them. David E. Shaw does not own any of
    such shares directly and disclaims beneficial ownership of such
    shares(4)
    
    According to a Schedule 13G filed June 10, 2011:
    (i) Fidelity Management & Research Company
    (Fidelity), a wholly-owned subsidiary of FMR LLC, is
    the beneficial owner of 5,469,982 shares of our common
    stock as a result of Fidelity acting as investment advisor to
    various investment companies registered under Section 8 of
    the Investment Company Act of 1940 (the Fidelity
    Funds); (ii) Pyramis Global Advisors, LLC
    (PGALLC) is the beneficial owner of
    130,436 shares of our common stock as a result of PGALLC
    serving as investment advisor to institutional accounts,
    non-U.S.
    mutual funds, or investment companies registered under
    Section 8 of the Investment Company Act of 1940; and
    (iii) Pyramis Global Advisors Trust Company
    (PGATC) is the beneficial owner of
    19,040 shares of our common stock. Each of FMR LLC and
    Edward C. Johnson 3d, Chairman of FMR LLC, may be deemed to
    beneficially own the shares of our common stock beneficially
    owned by Fidelity, PGALLC and PGATC. Each of Edward C. Johnson
    3d and FMR LLC, through its control of Fidelity and the Fidelity
    Funds, has the sole power to dispose of the
    5,468,982 shares of our common stock owned by the Fidelity
    Funds. Each of Edward C. Johnson 3d and FMR LLC, through its
    control of PGALLC, has the sole power to vote or direct the vote
    of, and to dispose of, the 130,436 shares of our common
    stock owned by institutional accounts or funds advised by
    PGALLC. Each of Edward C. Johnson 3d and FMR LLC, through its
    control of PGATC, has the sole power to vote or direct the vote
    over 19,040 shares of our common stock and sole dispositive
    power over 19,040 shares of our common stock owned by
    institutional accounts managed by PGATC. Neither FMR LLC nor
    Edward C. Johnson 3d has the sole power to vote or direct the
    voting of the shares of our common stock owned directly by the
    Fidelity Funds. The address of each of these persons, other than
    PGALLC and PGATC, is 82 Devonshire Street, Boston, Massachusetts
    02109. The address for PGALLC and PGATC is 900 Salem Street,
    Smithfield, Rhode Island 02917.(5)
    
    Includes 41,667 shares of restricted stock.(6)
    
    Includes 45,142 shares of restricted stock.(7)
    
    Includes 45,378 shares of restricted stock.(8)
    
    Includes 107,538 shares of restricted stock.(9)
    
    Includes 2,521 shares of restricted stock. 24




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##### Table of Contents



DESCRIPTION
    OF CAPITAL STOCK  Charter By-laws Organizational Documents DGCL
  Authorized
    Capital Stock
  common stock preferred stock
  Common
    Stock
  Dividend
    Rights
    Voting
    Rights
    Right
    to Receive Liquidation Distributions
    Preferred
    Stock
    
    the number of shares of any series and the designation to
    distinguish the shares of such series from the shares of all
    other series;
    the voting powers, if any, and whether such voting powers are
    full or limited in such series;
    the redemption provisions, if any, applicable to such series,
    including the redemption price or prices to be paid;
    whether dividends, if any, will be cumulative or noncumulative,
    the dividend rate of such series, and the dates and preferences
    of dividends on such series;
    the rights of such series to the distribution of our assets in
    the event of a voluntary or involuntary dissolution, liquidation
    or winding up of our affairs;
    the provisions, if any, pursuant to which the shares of such
    series are convertible into, or exchangeable for, shares of any
    other class or classes or of any other series of the same or any
    other class or classes 25




---



##### Table of Contents



of our capital stock, or any other security, or any other
    corporation or other entity, and the rates or other determinants
    of conversion or exchange applicable thereto;  
    the right, if any, to subscribe for or to purchase any of our
    securities or any other corporation or other entity;
    the provisions, if any, of a sinking fund applicable to such
    series; and
    any other relative, participating, optional or other special
    powers, preferences or rights and qualifications, limitations or
    restrictions thereof.  Registration
    Rights
  SB Holdings Registration Rights Agreement Avenue Parties holder
  Form S-1 Form S-3
    Form S-3 Form S-3
   26




---



##### Table of Contents



lock-up
  Rule 144
    Our
    Transfer Agent and Registrar
    Stock
    Exchange Listing of Our Common Stock
    Other
    Provisions of Our Organizational Documents
  Purchase
    Rights of Eligible Stockholders
  eligible
    stockholder
   27




---



##### Table of Contents



payment-in-kind Merger
    Agreement Stockholder Agreement
  Corporate
    Opportunities
  and/or
  Restrictions
    on Affiliate Transactions
  Special approval
  Removal
    of Directors
    Annual
    Meetings of Stockholders
    Amendment
    of Our Organizational Documents
   28




---



##### Table of Contents



Delaware
    Law Regulating Corporate Takeovers
    Limitation
    of Liabilities and Indemnification
     29




---



##### Table of Contents




    for any breach of the directors duty of loyalty to us or
    our stockholders;
    for acts or omissions not in good faith or which involve
    intentional misconduct or a knowing violation of law;
    for payments of unlawful dividends or unlawful stock purchases
    or redemptions under Section 174 of the DGCL; or
    for any transaction from which the director derived an improper
    personal benefit.      Merger
    Agreement Provisions Relating to Spectrum Brands and Russell
    Hobbs Directors and Officers
     30




---



##### Table of Contents



U.S.
    FEDERAL INCOME TAX CONSEQUENCES FOR
    NON-U.S.
    HOLDERS  Non-U.S. Holder, Treasury
    Regulations IRS
  non-U.S. tax
  Holder U.S. Holder Non-U.S. Holder
  Partnership
  THE SUMMARY OF U.S. FEDERAL INCOME TAX CONSEQUENCES SET
    FORTH BELOW IS FOR GENERAL INFORMATION ONLY AND IT IS NOT
    INTENDED TO BE, NOR SHOULD IT BE CONSTRUED TO BE, LEGAL OR TAX
    ADVICE TO ANY HOLDER OR PROSPECTIVE HOLDER OF SHARES AND NO
    OPINION OR REPRESENTATION WITH RESPECT TO THE U.S. FEDERAL
    INCOME TAX CONSEQUENCES TO ANY SUCH HOLDER OR PROSPECTIVE HOLDER
    IS MADE. A HOLDER SHOULD CONSULT ITS OWN TAX ADVISOR REGARDING
    THE APPLICATION OF U.S. FEDERAL TAX LAWS TO ITS PARTICULAR
    CIRCUMSTANCES AND ANY TAX CONSEQUENCES ARISING UNDER THE LAWS OF
    ANY STATE, LOCAL,
    NON-U.S. OR
    OTHER TAXING JURISDICTION OR UNDER ANY APPLICABLE TAX TREATY.
  Distributions
    on Common Stock
  Dividend Policy, Non-U.S. Holders dividend
 31




---



##### Table of Contents



Non-U.S. Holders Non-U.S. Holder Non-U.S. Holder Non-U.S. Holder Non-U.S. Holder
  Non-U.S. Holders Non-U.S. Holder) Non-U.S. Holder
  Sale or
    Other Taxable Disposition of Common Stock
  Non-U.S. Holder
  
    the gain is effectively connected with the
    Non-U.S. Holders
    conduct of a trade or business within the United States or, if
    an applicable tax treaty applies, is attributable to a
    U.S. permanent establishment (or, in the case of an
    individual, a fixed base) maintained by such
    Non-U.S. Holder
    in the United States, in which case the branch profits tax
    discussed above may also apply to a corporate
    Non-U.S. Holder;
    the
    Non-U.S. Holder
    is an individual present in the United States for 183 or more
    days in the taxable year of the disposition and certain other
    requirements are met; or
    the Foreign Investment in Real Property Tax Act, or
    FIRPTA, rules apply because (1) our
    common stock constitutes a U.S. real property interest by
    reason of our status as a United States real property
    holding corporation (USRPHC) for
    U.S. federal income tax purposes at any time during the
    shorter of the period during which the
    Non-U.S. Holder
    holds our common stock or the five-year period ending on the
    date on which the
    Non-U.S. Holder
    disposes of our common stock; and (2) assuming that our
    common stock constitutes a U.S. real property interest and
    is treated as regularly traded on an established securities
    market within the meaning of applicable Treasury Regulations,
    the
    Non-U.S. Holder
    held, directly or indirectly, at any time within the five-year
    period preceding the disposition, more than 5% of our common
    stock.     Non-U.S. Holder
 32




---



##### Table of Contents



Non-U.S. Holder
  U.S.
    Federal Estate Tax
  Non-U.S. Holders
  Backup
    Withholding and Information Reporting
  Non-U.S. Holder Non-U.S. Holder Non-U.S. Holder
  Non-U.S. Holder Form W-8)
  Non-U.S. Holder Non-U.S. Holder Non-U.S. Holder Non-U.S. Holder non-U.S. office non-U.S. broker non-U.S. broker U.S. Related Financial Intermediary non-U.S. office Non-U.S. Holder
  Non-U.S. Holders Non-U.S. Holders
    Recent
    Legislation
  FATCA Non-U.S. Holders
 33




---



##### Table of Contents



UNDERWRITING    Underwriter

Number of SharesCredit Suisse Securities (USA) LLCDeutsche Bank Securities Inc.Jefferies & Company, Inc.Total


6,495,489     30-day
      Per Share

TotalWithout

With

Without

WithOver-Allotment

Over-Allotment

Over-Allotment

Over-AllotmentUnderwriting Discounts and Commissions paid by us and the
    Selling Stockholder

$



$



$



$     lock-up
 34




---



##### Table of Contents



lock-up 16-day lock-up lock-up 18-day
  lock-up 16-day 18-day
          
    Stabilizing transactions permit bids to purchase the underlying
    security so long as the stabilizing bids do not exceed a
    specified maximum.
    Over-allotment involves sales by the underwriters of shares in
    excess of the number of shares the underwriters are obligated to
    purchase, which creates a syndicate short position. The short
    position may be either a covered short position or a naked short
    position. In a covered short position, the number of shares
    over-allotted by the underwriters is not greater than the number
    of shares that they may purchase in the over-allotment option.
    In a naked short position, the number of shares involved is
    greater than the number of shares in the over-allotment option.
    The underwriters may close out any covered short position by
    either exercising their over-allotment option
    and/or
    purchasing shares in the open market.
    Syndicate covering transactions involve purchases of the common
    stock in the open market after the distribution has been
    completed in order to cover syndicate short positions. In
    determining the source of 35




---



##### Table of Contents



shares to close out the short position, the underwriters will
    consider, among other things, the price of shares available for
    purchase in the open market as compared to the price at which
    they may purchase shares through the over-allotment option. If
    the underwriters sell more shares than could be covered by the
    over-allotment option, a naked short position, the position can
    only be closed out by buying shares in the open market. A naked
    short position is more likely to be created if the underwriters
    are concerned that there could be downward pressure on the price
    of the shares in the open market after pricing that could
    adversely affect investors who purchase in the offering.  
    Penalty bids permit the representatives to reclaim a selling
    concession from a syndicate member when the common stock
    originally sold by the syndicate member is purchased in a
    stabilizing or syndicate covering transaction to cover syndicate
    short positions.      European
    Economic Area
  Relevant Member State Shares
          offer to the public Prospectus Directive 2010 PD
    Amending Directive
 36




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##### Table of Contents



United
    Kingdom
       NOTICE TO
    CANADIAN RESIDENTS  Resale
    Restrictions
    Representations
    of Purchasers
    
    the purchaser is entitled under applicable provincial securities
    laws to purchase the common stock without the benefit of a
    prospectus qualified under those securities laws as it is an
    accredited investor as defined under National
    Instrument
    45-106 
    Prospectus and Registration Exemptions,
    the purchaser is a permitted client as defined in
    National Instrument
    31-103 -
    Registration Requirements and Exemptions,
    where required by law, the purchaser is purchasing as principal
    and not as agent,
    the purchaser has reviewed the text above under Resale
    Restrictions, and
    the purchaser acknowledges and consents to the provision of
    specified information concerning the purchase of the common
    stock to the regulatory authority that by law is entitled to
    collect the information, including certain personal information.
    For purchasers in Ontario, questions about such indirect
    collection of personal information should be directed to
    Administrative Support Clerk, Suite 1903, Box 55, 20 Queen
    Street West, Toronto, Ontario M5H 3S8 or on
    (416) 593-3684.  Rights of
    Action  Ontario Purchasers Only
   37




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##### Table of Contents



Enforcement
    of Legal Rights
    Taxation
    and Eligibility for Investment
   LEGAL
    MATTERS   EXPERTS    Reorganization 90-7, Financial Reporting by Entities in Reorganization under
    the Bankruptcy Code Compensation  Retirement
    Benefits Employers Accounting for Defined Benefit Pension
    and other Postretirement Plans
   38




---



##### Table of Contents



WHERE YOU
    CAN FIND MORE INFORMATION  1-800-SEC-0330 http://www.sec.gov
   INFORMATION
    INCORPORATED BY REFERENCE    
    Our Annual Report on
    Form 10-K
    for the fiscal year ended September 30, 2010 (filed on
    December 14, 2010);
    Our Definitive Proxy Statement on Schedule 14A filed on
    January 28, 2011 (other than information in the Definitive
    Proxy Statement that is not specifically incorporated by
    reference in our Annual Report on
    Form 10-K
    for the year ended September 30, 2010);
    Our Quarterly Reports on
    Form 10-Q
    for the quarterly periods ended January 2, 2011 (filed on
    February 11, 2011) and April 3, 2011 (filed on
    May 12, 2011); and
    Our Current Reports on
    Form 8-K
    filed with the SEC (other than any portions thereof deemed
    furnished and not filed) on Current Reports on
    Form 8-K
    filed with the SEC on November 22, 2010, January 18,
    2011, February 2, 2011, February 7, 2011,
    February 25, 2011, March 2, 2011, March 7, 2011,
    March 10, 2011, April 27, 2011 and July 11, 2011.      (608) 275-3340.
 39




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##### Table of Contents



INDEX TO
    CONSOLIDATED FINANCIAL STATEMENTS  RUSSELL
    HOBBS, INC.
  PageAudited Consolidated Financial Statements
    for the Fiscal Years ended June 30, 2009 and 2008Report of Independent Registered Public
    Accounting Firm


F-2Consolidated Balance Sheets as of June 30,
    2009 and 2008


F-3Consolidated Statements of Operations for the
    Years Ended June 30, 2009 and 2008


F-4Consolidated Statements of Stockholders
    Equity for the Years Ended June 30, 2009 and 2008


F-5Consolidated Statements of Cash Flows for the
    Years Ended June 30, 2009 and 2008


F-6Notes to Consolidated Financial Statements


F-7Unaudited Consolidated Financial Statements
    for the Nine Months ended March 31, 2010 and 2009Unaudited Consolidated Balance Sheets as of
    March 31, 2010 and June 30, 2009


F-51Unaudited Consolidated Statements of Operations
    for the Nine Months ended March 31, 2010 and 2009


F-52Unaudited Consolidated Statement of
    Stockholders Equity for the period ended March 31, 2010


F-53Unaudited Consolidated Statements of Cash Flows
    for the Nine Months ended March 31, 2010 and 2009


F-54Notes to Unaudited Consolidated Financial
    Statements


F-55  F-1




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##### Table of Contents



Report
    of Independent Registered Public Accounting Firm
  
  Page F-50.
        
 F-2




---



##### Table of Contents



Russell
    Hobbs, Inc. and Subsidiaries
  CONSOLIDATED
    BALANCE SHEETS
  June 30,


June 30,2009


2008(In thousands, except par value data)ASSETSCurrent Assets:Cash and cash equivalents

$
16,095


$
26,136Accounts and other receivables, less allowances of $4,142 at
    June 30, 2009 and $3,061 at June 30, 2008


133,711



155,555Inventories


165,495



222,643Prepaid expenses and other


12,240



23,005Assets held for sale






427Prepaid income taxes


3,574



4,464Deferred income taxes


943



1,324Total current assets


332,058



433,554Property, Plant and Equipment  at cost, less
    accumulated depreciation of $10,004 at June 30, 2009 and
    $3,792 at June 30, 2008


20,876



24,090Non-current Deferred Income Taxes


3,419



8,822Goodwill


162,469



164,021Intangibles, Net


206,805



228,350Other Assets


12,219



6,251Total Assets

$
737,846


$
865,088LIABILITIES AND STOCKHOLDERS EQUITYCurrent Liabilities:Accounts payable

$
58,385


$
96,702Accrued expenses


73,293



103,437Harbinger Term loan  current portion (related party)


20,000



Brazil term loan


2,228



403Current income taxes payable


4,245



3,979Total current liabilities


158,151



204,521Long-Term Liabilities:North American credit facility


52,739



104,006European credit facility


19,845



30,389Harbinger Term loan  long-term portion (related party)


141,456



145,252Series D Redeemable Preferred Stock  authorized
    and outstanding: 110.2 shares at $0.01 par value
    (related party)


139,744



119,453Series E Redeemable Preferred Stock  authorized
    and outstanding: 50 shares at $0.01 par value (related
    party)


56,238



Pension liability


19,791



11,659Non-current deferred income taxes


46,347



43,783Other long-term liabilities


3,856



5,905Total Liabilities


638,167



664,968Commitments and Contingencies  See Note 3Stockholders Equity:Common stock  authorized: 1,000,000 shares of
    $0.01 par value; issued and outstanding:
    731,874 shares at June 30, 2009 and June 30, 2008


7,319



7,319Treasury stock  7,886 shares, at cost


(65,793
)


(65,793
)Paid-in capital


302,677



301,431Accumulated deficit


(102,460
)


(44,143
)Accumulated other comprehensive (loss) income


(42,064
)


1,306Total stockholders equity


99,679



200,120Total Liabilities and Stockholders Equity

$
737,846


$
865,088    F-3




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##### Table of Contents



Russell
    Hobbs, Inc. and Subsidiaries
 CONSOLIDATED
    STATEMENTS OF OPERATIONS
  Year Ended


Year EndedJune 30, 2009


June 30, 2008(In thousands, except per share data)Net sales

$
796,628


$
660,897Cost of goods sold


577,138



453,948Gross profit


219,490



206,949Selling, general and administrative expenses:Operating expenses


176,768



173,766Integration and transition expenses


1,020



17,875Patent infringement litigation expenses


6,605



5,145Employment termination benefits  severance


1,100



Acquisition related expenses


975



4,051186,468



200,837Operating income


33,022



6,112Other expense (income):Interest expense (approximately $42,700 and $14,500 in related
    party interest expense for the years ended June 30, 2009
    and 2008, respectively)


50,221



24,531Foreign currency loss (gain)


6,958



(1,739
)Interest and other income, net


(2,336
)


(2,512
)54,843



20,280Loss from continuing operations before income taxes


(21,821
)


(14,168
)Income tax provision


14,042



13,440Loss from continuing operations


(35,863
)


(27,608
)Loss from discontinued operations, net of tax of $71 and $646
    (Note 13)


(22,454
)


(14,926
)Net loss

$
(58,317
)

$
(42,534
)Weighted average common shares outstanding:Basic and diluted


731,874



731,874Loss per common share:Loss per share from continuing operations-basic and diluted

$
(0.05
)

$
(0.04
)Loss per share from discontinued operations-basic and diluted


(0.03
)


(0.02
)Loss per common share-basic and diluted

$
(0.08
)

$
(0.06
)    F-4




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##### Table of Contents



Russell
    Hobbs, Inc. and Subsidiaries
 CONSOLIDATED
    STATEMENTS OF STOCKHOLDERS EQUITY
  AccumulatedOtherCommon


Treasury


Paid-in


Accumulated


ComprehensiveStock


Stock


Capital


Deficit


(Loss) Income


Total(In thousands)Balance at June 30, 2007

$
7,319


$
(65,793
)

$
301,249


$
(1,609
)

$
1,413


$
242,579Comprehensive loss:Net loss














(42,534
)






(42,534
)Foreign currency translation adjustment (net of $0 tax)


















709



709Defined pension plans (net of tax of $127)


















(816
)


(816
)Total comprehensive loss






















(42,641
)Stock based compensation










182











182Balance at June 30, 2008


7,319



(65,793
)


301,431



(44,143
)


1,306



200,120Comprehensive loss:Net loss














(58,317
)






(58,317
)Foreign currency translation adjustment (net of $0 tax)


















(33,659
)


(33,659
)Defined pension plans (net of tax of $2,440)


















(7,683
)


(7,683
)Foreign exchange forwards (net of $0 tax)


















(713
)


(713
)Reduction in fair value of marketable securities (net of $0 tax)


















(1,315
)


(1,315
)Total comprehensive loss






















(101,687
)Stock based compensation










1,246











1,246Balance at June 30, 2009

$
7,319


$
(65,793
)

$
302,677


$
(102,460
)

$
(42,064
)

$
99,679    F-5




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##### Table of Contents



Russell
    Hobbs, Inc. and Subsidiaries
 CONSOLIDATED
    STATEMENTS OF CASH FLOWS
  Year Ended


Year EndedJune 30, 2009


June 30, 2008(In thousands)Cash flows from operating activities:Net loss

$
(58,317
)

$
(42,534
)Reconciliation to net cash provided by (used in) operating
    activities:Depreciation of property, plant and equipment


7,748



7,490Gain on disposal of fixed assets


(2,452
)


(2,549
)(Recovery) Provision for doubtful accounts


(410
)


297Non-cash interest


42,732



14,471Amortization of intangible and other assets


5,790



5,226Deferred taxes


8,377



5,935Stock-based compensation


1,246



182Changes in assets and liabilities, net of acquisition:Accounts and other receivables


13,210



35,109Inventories


42,846



(39,176
)Prepaid expenses and other


13,024



(3,784
)Accounts payable and accrued expenses


(59,831
)


(12,616
)Current income taxes


(306
)


(1,989
)Other assets and liabilities


(8,808
)


1,551Net cash provided by (used in) operating activities


4,849



(32,387
)Cash flows from investing activities:Additions to property, plant and equipment


(6,467
)


(3,540
)Cash acquired in merger






17,288Investment in Island Sky Australia Limited


(3,538
)


Proceeds from sale of assets


2,745



12,116Net cash (used in) provided by investing activities


(7,260
)


25,864Cash flows from financing activities:Proceeds from Harbinger term loan






140,000Payoff of debt






(110,000
)Payoff of senior subordinated notes






(43,397
)Net (payments) borrowings under lines of credit


(56,594
)


44,640Net proceeds from Brazil term loan


1,825



Proceeds from Series E Redeemable Preferred Stock


50,000



Payment of financing costs






(4,790
)Net cash provided by (used in) financing activities


(4,769
)


26,453Effect of exchange rate changes on cash


(2,861
)


(105
)Net (decrease) increase in cash and cash equivalents


(10,041
)


19,825Cash and cash equivalents at beginning of period


26,136



6,311Cash and cash equivalents at end of period

$
16,095


$
26,136Supplemental Disclosures of Cash Flow Information:Cash paid during the year for:Interest

$
7,281


$
11,208Income taxes

$
2,256


$
8,795   Non-cash investing and financing
    activities:
   F-6




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##### Table of Contents



Russell
    Hobbs, Inc. and Subsidiaries
  Notes
    to Consolidated Financial Statements
  NOTE 1 
    SUMMARY
    OF ACCOUNTING POLICIES  Overview
    ® ® ® ® ® ® ® ®
  2 ® 2 ® 2 ® air-to-water air-to-water
  Harbinger
  Merger
    of Salton and Applica
  Merger Sub APN Holdco Applica
  SFAS Business
    Combinations
  
    The relative voting interest in the combined entity after the
    combination; in this case, stockholders of Applica received
    approximately 92% of the equity ownership, and associated voting
    rights, in the combined entity upon completion of the merger and
    related transactions; and
    The composition of the governing body of the combined entity: in
    this case, the merger agreement provided that the composition of
    the Board of Directors of the surviving company would be
    determined by Applica. F-7




---



##### Table of Contents



Russell
    Hobbs, Inc. and Subsidiaries
  Notes to
    Consolidated Financial
    Statements  (Continued)
         Acquisition
    of Applica by Harbinger
    Principles
    of Consolidation
    Use of
    Estimates
      Income Taxes. Accounting for Income Taxes Accounting for Uncertainty in Income Taxes FIN 48
 F-8




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##### Table of Contents



Russell
    Hobbs, Inc. and Subsidiaries
  Notes to
    Consolidated Financial
    Statements  (Continued)
        Collectability of Accounts
    Receivable.
  
    Russell Hobbs historical bad debt experiences;
    publicly available information regarding its customers and the
    inherent credit risk related to them;
    information from subscription-based credit reporting companies;
    trade association data and reports;
    current economic trends; and
    changes in customer payment terms or payment patterns.    Inventory. first-in,
 F-9




---



##### Table of Contents



Russell
    Hobbs, Inc. and Subsidiaries
  Notes to
    Consolidated Financial
    Statements  (Continued)
  Product Liability Claims and
    Litigation. case-by-case
    Long-Lived Assets. Accounting for the Impairment or Disposal of
    Long-Lived Assets
  Intangible Assets.
  
    a significant decrease in the market value of an asset;
    a significant adverse change in the extent or manner in which an
    asset is used; or
    an accumulation of costs significantly in excess of the amount
    originally expected for the acquisition of an asset.    Goodwill.
  
    a significant adverse change in legal factors or in business
    climate;
    unanticipated competition; or
    an adverse action or assessment by a regulator. F-10




---



##### Table of Contents



Russell
    Hobbs, Inc. and Subsidiaries
  Notes to
    Consolidated Financial
    Statements  (Continued)
     Other Estimates.
  Foreign
    Operations
      Cash
    and Cash Equivalents
    Comprehensive
    Income (Loss)
   F-11




---



##### Table of Contents



Russell
    Hobbs, Inc. and Subsidiaries
  Notes to
    Consolidated Financial
    Statements  (Continued)
    June 30,


June 30,2009


2008(In thousands)Accumulated foreign currency translation adjustment

$
(31,537
)

$
2,122Defined pension plans:Domestic


(2,721
)


(1,085
)Foreign


(5,778
)


269Foreign exchange forwards


(713
)


Reduction in market value of investment in Island Sky


(1,315
)


Total accumulated other compressive (loss) income

$
(42,064
)

$
1,306   Revenue
    Recognition
    Cooperative
    Advertising and Slotting Fees
    Cost
    of Goods Sold
    Advertising
    Costs
    Property,
    Plant and Equipment
   F-12




---



##### Table of Contents



Russell
    Hobbs, Inc. and Subsidiaries
  Notes to
    Consolidated Financial
    Statements  (Continued)
  Freight
    Costs
    Product
    Warranty Obligations
    Year Ended


Year EndedJune 30,


June 30,2009


2008(In thousands)Balance, beginning of period

$
8,030


$
6,944Additions to accrued product warranties


61,932



49,231Reductions of accruals  payments and credits issued


(61,012
)


(48,145
)Balance, end of period

$
8,950


$
8,030   Stock-Based
    Compensation
      Legal
    Costs
  ®
  Earnings
    (Loss) Per Share
   F-13




---



##### Table of Contents



Russell
    Hobbs, Inc. and Subsidiaries
  Notes to
    Consolidated Financial
    Statements  (Continued)
    Year Ended June 30,2009


2008(In thousands, except per share data)Loss from continuing operations

$
(35,863
)

$
(27,608
)Loss from discontinued operations


(22,454
)


(14,926
)Net loss

$
(58,317
)

$
(42,534
)Weighted average common shares outstanding  basic and
    diluted


731,874



731,874Loss per common share  basic and diluted:Loss from continuing operations

$
(0.05
)

$
(0.04
)Loss from discontinued operations


(0.03
)


(0.02
)Net earnings (loss)

$
(0.08
)

$
(0.06
)   Financial
    Accounting Standards Not Yet Adopted
    No. FAS 142-3,
  Employers Disclosures
    about Postretirement Benefit Plan Assets
   F-14




---



##### Table of Contents



Russell
    Hobbs, Inc. and Subsidiaries
  Notes to
    Consolidated Financial
    Statements  (Continued)
      Reclassifications
    NOTE 2 
    MERGERS
    AND ACQUISITIONS  Harbinger
    Going Private Acquisition of Russell Hobbs
  Acquisition Co
  Effective Date
      Merger
    of Applica and Salton
  Merger Sub Merger
 F-15




---



##### Table of Contents



Russell
    Hobbs, Inc. and Subsidiaries
  Notes to
    Consolidated Financial
    Statements  (Continued)
      Series A Preferred Stock Series C
    Preferred Stock
    Series D Preferred Stock 1 4 2008
    Notes
      Wells Fargo Credit
    Agreement Lenders
 F-16




---



##### Table of Contents



Russell
    Hobbs, Inc. and Subsidiaries
  Notes to
    Consolidated Financial
    Statements  (Continued)
          North American Credit
    Facility 5-year
  Term Loan 5-year
  5-year
    (In thousands)Fair value of Salton common stock(1)

$
3,919Debt repayment and accrued interest and associated fees


258,041Fees and expenses


10,765$
272,725     (1)
    
    The fair value of the common stock outstanding was based on the
    average closing price for the period beginning two days prior
    to, and ending two days after, the execution of the merger
    agreement on October 1, 2007. F-17




---



##### Table of Contents



Russell
    Hobbs, Inc. and Subsidiaries
  Notes to
    Consolidated Financial
    Statements  (Continued)
     (In thousands)Accounts receivable, net

$
98,429Inventories


87,637Other current assets


74,604Property, plant and equipment


19,343Identifiable intangible assets


180,200Other assets


9,438Accounts payable


(90,445
)Accrued expenses


(77,003
)Other current liabilities


(67,732
)Other long-term liabilities


(32,022
)Deferred tax liability


(32,960
)Goodwill (Household Products segment)


103,236Total purchase price

$
272,725   change-in-control
    Amount











AmountAccrued as of











Accrued as ofJune 30,


Additional


Amount


Other


June 30,2008


Accruals


Paid


Adjustments


2009(In thousands)Severance and related expenses

$
2,189


$



$
(1,049
)

$
(640
)(1)

$
500Unfavorable lease and other


2,522



2,253



(2,388
)


30



2,417Total

$
4,711


$
2,253


$
(3,437
)

$
(610
)

$
2,917     (1)
    
    The reduction in the year ended June 30, 2009 was due to
    Russell Hobbs determination that certain accruals were no
    longer necessary.  Amount











AmountAccrued as of











Accrued as ofDecember 31,


Additional


Amount


Other


June 30,2007


Accruals


Paid


Adjustments


2008(In thousands)Severance and related expenses

$
5,194


$
985


$
(2,308
)

$
(1,682
)

$
2,189Unfavorable lease and other


2,798



1,525



(1,801
)






2,522Total

$
7,992


$
2,510


$
(4,109
)

$
(1,682
)

$
4,711  F-18




---



##### Table of Contents



Russell
    Hobbs, Inc. and Subsidiaries
  Notes to
    Consolidated Financial
    Statements  (Continued)
    WeightedInitial

AverageValue

Useful Life(Dollars in thousands)License agreements

$
8,690


9 yearsTradenames

$
171,510


Indefinite         
    create an industry leader by blending complementary assets,
    skills and strengths;
    result in a larger company with greater market presence and more
    diverse product offerings;
    leverage complementary brand names;
    offer access to a broader range of product categories by
    providing a more comprehensive portfolio of product offerings;
    provide opportunities for international expansion;    
    have greater potential to access capital markets; and
    take advantage of financial synergies.      Harbinger
    Acquisition of Applica
  MergerSub
   F-19




---



##### Table of Contents



Russell
    Hobbs, Inc. and Subsidiaries
  Notes to
    Consolidated Financial
    Statements  (Continued)
    (In thousands)Purchase of remaining shares

$
125,592Cost basis in Applica prior to acquiring remaining shares


25,786Debt repayment and associated fees and accrued interest


77,197Fees and expenses


14,200$
242,775   Business
    Combinations
  (In thousands)Accounts receivable, net

$
119,421Inventories


118,380Other current assets


18,376Property, plant and equipment


15,441Goodwill (Household Products segment)


72,608Customer relationships


2,310Other identifiable intangible assets


60,060Other assets


9,404Accounts payable


(42,616
)Accrued expenses


(45,722
)Current taxes payable


(4,387
)Senior credit facility


(73,660
)Deferred tax liability


(23,701
)Valuation allowance


16,861$
242,775     WeightedInitial

AverageValue

Useful Life(Dollars in thousands)Customer relationships

$
2,310


9 yearsTradenames

$
18,000


IndefinitePatents

$
8,240


12 yearsBlack &
    Decker®

    license agreement

$
33,820


9 years      F-20




---



##### Table of Contents



Russell
    Hobbs, Inc. and Subsidiaries
  Notes to
    Consolidated Financial
    Statements  (Continued)
        change-in-control
      Other
    Intangible Assets
    June 30, 2009


June 30, 2008WeightedAverage

Gross





GrossAmortization

Carrying


Accumulated


Carrying


AccumulatedPeriod

Amount


Amortization


Amount


Amortization(Years)

(In thousands)Licenses

9

$
42,510


$
(10,530
)

$
42,510


$
(5,806
)Trade names(1)

Indefinite


166,554







182,433



Patents

12


8,240



(1,659
)


8,240



(973
)Customer relationships

9


2,310



(620
)


2,310



(364
)$
219,614


$
(12,809
)

$
235,493


$
(7,143
)     (1)
    
    The decrease in the gross carrying amount of trade names in the
    year ended June 30, 2009 was solely attributable to foreign
    currency translation, as certain significant trade names are
    recorded on the books of Russell Hobbs European subsidiary.    (In thousands)2010

$
5,6672011

$
5,6672012

$
5,6672013

$
5,6672014

$
5,667Thereafter

$
11,916  F-21




---



##### Table of Contents



Russell
    Hobbs, Inc. and Subsidiaries
  Notes to
    Consolidated Financial
    Statements  (Continued)
  NOTE 3 
    COMMITMENTS
    AND CONTINGENCIES  Litigation
    and Other Matters
  NACCO Litigation.
      Asbestos Matters.
  Environmental Matters.
  
    Kirksville, Missouri.Soil and groundwater
    contamination by trichloroethylene has been identified at the
    former manufacturing facility in Kirksville, Missouri.
    Toastmaster has entered into a Consent Agreement with the
    Missouri Department of Natural Resources
    (MDNR) regarding the contamination.
    Laurinburg, North Carolina.Soil and
    groundwater contamination by trichloroethylene has been
    identified at the former manufacturing facility in Laurinburg,
    North Carolina. A groundwater pump and treat system has operated
    at the site since 1993.
    Macon, Missouri.Soil and groundwater
    contamination by trichloroethylene and petroleum have been
    identified at the former manufacturing facility in Macon,
    Missouri. The facility is participating in the Missouri
    Brownfields/Voluntary Cleanup Program.  PRPs
 F-22




---



##### Table of Contents



Russell
    Hobbs, Inc. and Subsidiaries
  Notes to
    Consolidated Financial
    Statements  (Continued)
      Other Matters.
      Employment
    and Other Agreements
       F-23




---



##### Table of Contents



Russell
    Hobbs, Inc. and Subsidiaries
  Notes to
    Consolidated Financial
    Statements  (Continued)
      change-in-control
      Leases
    (In thousands)2010

$
12,2342011


9,5922012


7,8342013


5,9542014


2,728Thereafter


19,593$
57,935  F-24




---



##### Table of Contents



Russell
    Hobbs, Inc. and Subsidiaries
  Notes to
    Consolidated Financial
    Statements  (Continued)
    License
    Agreements
  ®
          ®
  ®
  ® ®
   F-25




---



##### Table of Contents



Russell
    Hobbs, Inc. and Subsidiaries
  Notes to
    Consolidated Financial
    Statements  (Continued)
  NOTE 4 
    ACCRUED
    EXPENSES    June 30,


June 30,2009


2008(In thousands)Promotions, co-op and other advertising allowances

$
18,078


$
25,760Chargebacks


1,403



1,855Salaries and bonuses


5,792



10,146Warranty


8,950



8,030Environmental liability


6,193



6,300Product liability


3,963



4,496Freight


3,685



2,246Royalty


3,371



3,467Other


21,858



41,137$
73,293


$
103,437   NOTE 5 
    STOCK-BASED
    COMPENSATION      Share-Based
    Payment SFAS 123(R)
    Section D, Certain Assumptions Used in Valuation
    Methods, SAB
 F-26




---



##### Table of Contents



Russell
    Hobbs, Inc. and Subsidiaries
  Notes to
    Consolidated Financial
    Statements  (Continued)
  six-and-a-
    Year Ended

Year EndedJune 30, 2009

June 30, 2008Expected dividend yield


0.00
%

0.00%Expected volatility


50.52
%

56.17%  91.70%Risk-free interest rate


1.47
%

3.01%  3.66%Expected term of options in years


2.5


6  6.5     Weighted-Weighted-


Average


TotalAverage


Remaining


IntrinsicExercise


Contractual


ValueShares (000)


Price


Term (Years)


(000)Outstanding at beginning of year


9,528


$
1.17Granted


411


$
0.20Repurchased


(6,979
)

$
0.69Forfeited


(710
)

$
9.23Outstanding at end of year


2,250


$
0.24



9.03


$
225Options exercisable at end of year














         Acquisition Co.
 F-27




---



##### Table of Contents



Russell
    Hobbs, Inc. and Subsidiaries
  Notes to
    Consolidated Financial
    Statements  (Continued)
  NOTE 6 
    PROPERTY,
    PLANT AND EQUIPMENT    June 30,


June 30,Useful Lives

2009


2008(Dollars in thousands)Land(1)

NA

$
5,347


$
6,338Building(1)

39.5 years


1,810



2,145Computer equipment

3 - 7 years


10,339



9,985Equipment and other

3 - 5 years


11,363



7,541Leasehold improvements

8 - 10 years(2)


2,021



1,873Total




30,880



27,882Less accumulated depreciation




10,004



3,792Total



$
20,876


$
24,090     (1)
    
    The decrease in the gross carrying amount of land and building
    in the year ended June 30, 2009 was solely attributable to
    foreign currency translation as these assets are recorded on the
    books of Russell Hobbs European subsidiary.(2)
    
    Shorter of remaining term of lease or useful life.  NOTE 7 
    SENIOR
    SECURED CREDIT FACILITY, LETTERS OF CREDIT AND LONG-TERM
    DEBT  North American Credit Facility.
    
    LIBOR (adjusted for any reserves), plus a specified margin
    (determined by Russell Hobbs average quarterly
    availability and set at 2.5% on June 30, 2009), which was
    2.81% on June 30, 2009; or
    the Base Rate plus a specified margin (based on Russell
    Hobbs average quarterly availability and set at 1.5% on
    June 30, 2009), which was 4.75% on June 30, 2009.  30-day
     F-28




---



##### Table of Contents



Russell
    Hobbs, Inc. and Subsidiaries
  Notes to
    Consolidated Financial
    Statements  (Continued)
              European Credit Facility.
  Base Rate revolver loan
         F-29




---



##### Table of Contents



Russell
    Hobbs, Inc. and Subsidiaries
  Notes to
    Consolidated Financial
    Statements  (Continued)
  Brazil Term Loan.
  Harbinger Term Loan.
  
    provided for the payment of interest by automatically having the
    outstanding principal amount increase by an amount equal to the
    interest due (the PIK Option) from
    January 31, 2008 through March 31, 2009;
    provided Russell Hobbs the option, after March 31, 2009, to
    pay the interest due on such loan either (i) in cash or
    (ii) by the PIK Option;
    increased the applicable borrowing margins by 150 basis
    points (the Margin Increase) as consideration
    for the right to have the PIK Option;
    increased the outstanding loan amount by $15 million from
    $110 million to $125 million to fund general corporate
    purposes; and
    provided Russell Hobbs a delayed draw option to draw down up to
    an additional $15 million in the next 24 months in
    installments of at least $5 million to fund general
    corporate expenses (which was subsequently drawn in the fourth
    fiscal quarter of 2008).                Series D Preferred Stock. Series D Preferred
    Stock
  Ranking. Liquidation
 F-30




---



##### Table of Contents



Russell
    Hobbs, Inc. and Subsidiaries
  Notes to
    Consolidated Financial
    Statements  (Continued)
  Junior Stock
  Liquidation Preference. Series D Liquidation Preference
  Sale Transaction
  Dividends.
    Voting Rights.
  No Conversion Rights.
  Mandatory Redemption.
 F-31




---



##### Table of Contents



Russell
    Hobbs, Inc. and Subsidiaries
  Notes to
    Consolidated Financial
    Statements  (Continued)
      Series E Preferred Stock. Series E Preferred
    Stock
  Ranking. Liquidation Junior Stock
  Liquidation Preference. Series E Liquidation
    Preference
  Sale Transaction
  Dividends.
    Voting Rights.
 F-32




---



##### Table of Contents



Russell
    Hobbs, Inc. and Subsidiaries
  Notes to
    Consolidated Financial
    Statements  (Continued)
    No Conversion Rights.
  Mandatory Redemption.
      (In millions)2010

$
22.32011


20.02012


20.02013


174.02014


196.0Total Debt

$
432.3   NOTE 8 
    EMPLOYEE
    BENEFIT PLANS    Domestic Plan
  European Plan
 F-33




---



##### Table of Contents



Russell
    Hobbs, Inc. and Subsidiaries
  Notes to
    Consolidated Financial
    Statements  (Continued)
    Employers Accounting for Defined
    Benefit Pension and Other Postretirement Benefit Plans
  Year Ended June 30, 2009Domestic


European


Total(In thousands)Changes in benefit obligation:Benefit obligation at June 30, 2008

$
12,120


$
47,005


$
59,125Service cost






216



216Interest cost


701



2,448



3,149Actuarial (gain)/loss


(139
)


2,412



2,273Plan participant contributions






189



189Foreign exchange impact






(8,568
)


(8,568
)Benefits paid and expenses


(940
)


(1,123
)


(2,063
)Benefit obligation at the end of year

$
11,742


$
42,579


$
54,321Changes in plan assets:Fair value of plan assets at June 30, 2008

$
9,435


$
38,031


$
47,466Actual return on plan assets


(1,131
)


(4,245
)


(5,376
)Employer contribution


384



1,254



1,638Plan participant contribution






189



189Benefits paid from plan assets


(940
)


(1,123
)


(2,063
)Foreign exchange impact






(7,307
)


(7,307
)Fair value of plan assets at end of year

$
7,748


$
26,799


$
34,547Funded status

$
(3,994
)

$
(15,780
)

$
(19,774
)   As of June 30, 2009Domestic


European


Total(In thousands)Amounts recognized in consolidated balance sheets:Pension liability

$
(3,994
)

$
(15,780
)

$
(19,774
)Amounts recognized in accumulated other comprehensive income:Net actuarial (gain)/loss

$
1,636


$
8,398


$
10,035     F-34




---



##### Table of Contents



Russell
    Hobbs, Inc. and Subsidiaries
  Notes to
    Consolidated Financial
    Statements  (Continued)
  Year Ended June 30, 2009Domestic


European


Total(In thousands)Components of net periodic benefit costs:Service cost-benefits earned

$



$
216


$
216Interest cost on projected benefit obligations


701



2,448



3,149Actuarial return on plan assets


(645
)


(1,977
)


(2,622
)Net amortization and deferral






236



236$
56


$
923


$
979   Six Months Ended June 30, 2008Domestic


European


Total(In thousands)Changes in benefit obligation:Benefit obligation at December 31, 2008

$
12,267


$
50,536


$
62,803Service cost






239



239Interest cost


362



1,420



1,782Actuarial (gain)/loss


(1
)


(4,675
)


(4,676
)Plan participant contributions






132



132Foreign exchange impact






(31
)


(31
)Benefits paid and expenses


(508
)


(616
)


(1,124
)Benefit obligation at the end of year

$
12,120


$
47,005


$
59,125Changes in plan assets:Fair value of plan assets at December 31, 2008

$
10,461


$
40,414


$
50,875Actual return on plan assets


(781
)


(2,674
)


(3,455
)Employer contribution


263



796



1,059Plan participant contribution






132



132Benefits paid from plan assets


(508
)


(616
)


(1,124
)Foreign exchange impact






(21
)


(21
)Fair value of plan assets at end of year

$
9,435


$
38,031


$
47,466Funded status

$
(2,685
)

$
(8,974
)

$
(11,659
)   As of June 30, 2008Domestic


European


Total(In thousands)Amounts recognized in consolidated balance sheets:Pension liability

$
(2,685
)

$
(8,974
)

$
(11,659
)Amounts recognized in accumulated other comprehensive income:Net actuarial (gain)/loss

$
1,145


$
(456
)

$
689     F-35




---



##### Table of Contents



Russell
    Hobbs, Inc. and Subsidiaries
  Notes to
    Consolidated Financial
    Statements  (Continued)
  Six Months Ended June 30, 2008Domestic


European


Total(In thousands)Components of net periodic benefit costs:Service cost-benefits earned

$



$
239


$
239Interest cost on projected benefit obligations


361



1,420



1,781Actuarial return on plan assets


(364
)


(1,548
)


(1,912
)Net amortization and deferral










$
(3
)

$
111


$
108   Year Ended

Six MonthsJune 30, 2009

June 30, 2008Domestic

European

Domestic

EuropeanWeighted average assumptions used to determine net period
    benefit cost:Discount rate


6.0
%


6.60
%


6.0
%


5.7
%Rate of increase in compensation


N/A



5.40
%


N/A



4.8
%Expected return on plan assets


7.0
%


7.46
%


7.0
%


7.7
%   As of June 30, 2009


As of June 30, 2008Domestic


European


Domestic


European(Dollars in thousands)Information for pension plans with accumulated benefit
    obligation in excess of plan assets:Projected benefit obligation

$
11,741


$
42,579


$
12,120


$
47,005Accumulated benefit obligation

$
11,741


$
32,455


$
12,120


$
45,218Fair value of plan assets

$
7,747


$
32,454


$
9,435


$
38,031Allocation of plan assets:Equity securities


62.3
%


75.6
%


55.2
%


78.0
%Debt securities


36.8
%


15.7
%


42.6
%


10.0
%Other


0.9
%


8.7
%


2.2
%


12.0
%Total


100
%


100
%


100
%


100
%       F-36




---



##### Table of Contents



Russell
    Hobbs, Inc. and Subsidiaries
  Notes to
    Consolidated Financial
    Statements  (Continued)
  Domestic

European

Total(In thousands)Contributions:Expected contributions in fiscal 2010

$
410


$
1,292


$
1,702Expected future benefit payments:Fiscal 2010

$
925


$
1,069


$
1,994Fiscal 2011

$
916


$
1,152


$
2,068Fiscal 2012

$
910


$
1,250


$
2,160Fiscal 2013

$
902


$
1,349


$
2,251Fiscal 2014

$
901


$
1,464


$
2,365Fiscal 2015 thru 2019

$
4,504


$
8,555


$
13,059   NOTE 9 
    INCOME
    TAXES      Accounting for Income
    Taxes
      Year Ended


Year EndedJune 30,


June 30,2009


2008(In thousands)Current:Federal

$



$
Foreign


4,614



7,993State






4,614



7,993Deferred


9,428



5,447$
14,042


$
13,440  F-37




---



##### Table of Contents



Russell
    Hobbs, Inc. and Subsidiaries
  Notes to
    Consolidated Financial
    Statements  (Continued)
    Year Ended


Year EndedJune 30,


June 30,2009


2008(In thousands)United States

$
(49,334
)

$
(43,684
)Foreign


27,513



29,516$
(21,821
)

$
(14,168
)     Year Ended


Year EndedJune 30,


June 30,2009


2008Statutory rate


35.0
%


35.0
%Permanent differences


5.6



(3.3
)State income tax


5.5



7.9Foreign taxes


6.7



18.0Foreign earnings distributed to, or taxable in, the U.S.


(8.3
)


(10.9
)FIN 48


(1.1
)


(19.8
)Valuation allowance


(112.0
)


(115.9
)Other


4.2



(5.9
)(64.4
)%


(94.9
)%     As of


As ofJune 30,


June 30,2009


2008(In thousands)Inventory differences

$
1,011


$
2,302Accrued expenses


35,805



26,102Valuation allowance


(35,873
)


(27,080
)Total current assets

$
943


$
1,324Net operating loss and other carryforwards


110,912



125,149Fixed assets


(1,912
)


(1,694
)Goodwill and intangible asset amortization


18,215



8,125Valuation allowance


(123,796
)


(122,757
)Net non-current assets

$
3,419


$
8,822Non-current liabilities (indefinite-lived intangible assets)

$
(46,347
)

$
(43,783
)      F-38




---



##### Table of Contents



Russell
    Hobbs, Inc. and Subsidiaries
  Notes to
    Consolidated Financial
    Statements  (Continued)
                Accounting for Uncertainties in income Taxes, FIN 48 Accounting for Contingencies. Accounting for Income Taxes,
 F-39




---



##### Table of Contents



Russell
    Hobbs, Inc. and Subsidiaries
  Notes to
    Consolidated Financial
    Statements  (Continued)
    2009


2008(In millions)Unrecognized tax benefit at June 30,

$
3.8


$
0.5Gross increases  tax positions in current period


0.1



1.6Gross decreases  currency translation


(0.3
)


Gross increases  business combination






2.2Settlements






(0.5
)Lapse of statute of limitations


(1.2
)


Ending balance at June 30,

$
2.4


$
3.8           NOTE 10 
    CONCENTRATION
    OF CREDIT AND OTHER RISKS      ®
   F-40




---



##### Table of Contents



Russell
    Hobbs, Inc. and Subsidiaries
  Notes to
    Consolidated Financial
    Statements  (Continued)
        PNTR WTO
  NOTE 11 
    FAIR
    VALUE OF FINANCIAL INSTRUMENTS  Fair
    Value of Financial Instruments
  Fair Value
    Measurements
 F-41




---



##### Table of Contents



Russell
    Hobbs, Inc. and Subsidiaries
  Notes to
    Consolidated Financial
    Statements  (Continued)
          
    Level 1  Quoted market prices in active
    markets for identical assets or liabilities
    Level 2  Inputs other than level 1
    inputs that are either directly or indirectly observable
    Level 3  Unobservable inputs developed
    using Russell Hobbs estimates and assumptions, which
    reflect those that market participants would use    FAS 157-2, Effective Date of FASB Statement No. 157 FSP 157-2 FSP 157-2,
 F-42




---



##### Table of Contents



Russell
    Hobbs, Inc. and Subsidiaries
  Notes to
    Consolidated Financial
    Statements  (Continued)
    Fair Value Measurements at June 30, 2009Quoted


Significant





TotalPrices in


Other


Significant


CarryingActive


Observable


Unobservable


Value atMarkets


Inputs


Inputs


June 30,(Level 1)


(Level 2)


(Level 3)


2009(In thousands)Assets:Investment in Island Sky Australia Ltd.

$
2,100


$



$



$
2,100Assets held in pension plans






40,202







40,202Total assets

$
2,100


$
40,202


$



$
42,302Liabilities:Foreign currency forward contracts(1)

$




(713
)

$




(713
)Total liabilities

$



$
(713
)

$



$
(713
)     (1)
    
    Foreign currency forward contracts  The fair value of
    Russell Hobbs foreign currency forward contracts were
    valued based upon quotes from outside parties and was valued
    using a pricing model with all significant inputs based on
    observable market data such as measurement date spots and
    forward rates. A positive fair value represents the amount
    Russell Hobbs would receive upon exiting the contracts and a
    negative fair value represents the amount Russell Hobbs would
    pay upon exiting the contracts. Russell Hobbs intends to hold
    all contracts to maturity, at which time the fair value will be
    zero.      As of June 30,2009Carrying


FairAmount


Value(1)(In thousands)North American credit facility

$
52,739


$
50,842European credit facility


19,845



19,102Harbinger term loan


161,456



148,779Brazil term loan


2,228



2,228Series D Preferred Stock


139,744



120,600Series E Preferred Stock


56,238



48,530$
432,250


$
390,081     (1)
    
    The estimated fair values of each of Russell Hobbs debt
    instruments were based on estimated future discounted cash
    flows. Fair value estimates related to Russell Hobbs debt
    instruments are made at a specific point in time based on
    relevant market information. These estimates are subjective in
    nature and involve uncertainties and matters of significant
    judgments and therefore can not be determined with precision.
    Changes in the assumptions could significantly affect the
    estimates. F-43




---



##### Table of Contents



Russell
    Hobbs, Inc. and Subsidiaries
  Notes to
    Consolidated Financial
    Statements  (Continued)
  NOTE 12 
    BUSINESS
    SEGMENT AND GEOGRAPHIC AREA INFORMATION  ® ® ® ® ® ® ® ® ®
  2009


2008Net Sales


%


Net Sales


%(Dollars in thousands)Kitchen Products

$
627,647



78
%

$
499,796



75
%Home Products


124,724



16
%


118,866



18
%Personal Care Products


14,473



2
%


9,791



2
%Pet Products


21,804



3
%


24,978



4
%Pest Control Products


7,980



1
%


7,466



1
%Consolidated net sales

$
796,628



100
%

$
660,897



100
%     Year Ended


Year EndedJune 30,


June 30,2009


2008(In thousands)Net sales:United States operations

$
416,084


$
347,263International operations


380,544



313,634Consolidated net sales

$
796,628


$
660,897Long-lived assets(1):United States operations

$
251,476


$
238,853International operations


138,674



177,608Consolidated long-lived assets

$
390,150


$
416,461     (1)
    
    Includes property plant and equipment and other intangible
    assets.   F-44




---



##### Table of Contents



Russell
    Hobbs, Inc. and Subsidiaries
  Notes to
    Consolidated Financial
    Statements  (Continued)
  NOTE 13 
    DISCONTINUED
    OPERATIONS  China
    Sourcing Operations
  AAL
        Transition
    Costs
      Discontinuation
    of Regional Operations
    Year Ended

Year EndedJune 30,

June 30,2009

2008(In thousands)Net sales

$
8,632


$
6,365Loss

$
2,752


$
366   Sale
    of Professional Care
   F-45




---



##### Table of Contents



Russell
    Hobbs, Inc. and Subsidiaries
  Notes to
    Consolidated Financial
    Statements  (Continued)
  Water
    Products Segment
    Water Filtration Business. 2 ® 2 ® 2 ®
  2 ® 2 ®
      June 30,


June 30,2009


2008(In thousands)Assets of discontinued division:Accounts receivable

$
146


$
Inventories


3,173



3,261Prepaid expenses and other


1,472



Property and equipment, net


199



258Total assets

$
4,990


$
3,519Liabilities of discontinued division:Accounts payable

$
704


$
511Accrued liabilities


201



172Total liabilities

$
905


$
683   Commercial Water Business. air-to-water available-for-sale
 F-46




---



##### Table of Contents



Russell
    Hobbs, Inc. and Subsidiaries
  Notes to
    Consolidated Financial
    Statements  (Continued)
    Year Ended

Year EndedJune 30,

June 30,2009

2008(In thousands)Net sales

$
32


$
Loss

$
3,012


$
   June 30,


June 30,2009


2008(In thousands)Assets of discontinued operations:Cash and cash equivalents

$
1,249


$
Accounts receivable


16



Inventories


664



Prepaid expenses and other


5,144



Investments


2,067



Property and equipment, net


182



Total assets

$
9,322


$
Liabilities of discontinued operations:Accounts payable

$
324


$
Total liabilities

$
324


$
     NOTE 14 
    ACQUISITION
    RELATED EXPENSES      NOTE 15 
    SUBSEQUENT
    EVENTS    Australian Credit Facility. 90-day
 F-47




---



##### Table of Contents



Russell
    Hobbs, Inc. and Subsidiaries
  Notes to
    Consolidated Financial
    Statements  (Continued)
    Internal Revenue Service Examination.
  Preferred Stock Amendments.
  Island Sky Australia Limited.
  Modification of Restricted Stock Units.
  NOTE 16 
    SUBSEQUENT
    EVENTS FOR REVISED FINANCIAL STATEMENTS  Water Products Segment Dividend.
  Merger between Spectrum Brands and Russell
    Hobbs. SB/RH Merger,
   F-48




---



##### Table of Contents



Russell
    Hobbs, Inc. and Subsidiaries
  Notes to
    Consolidated Financial
    Statements  (Continued)
    SB/RH Merger, SB/RH Merger,
  SB/RH Merger, SB/RH Merger
        SB/RH Merger, SB/RH Merger,
    SB/RH Merger,
  NOTE 17 
    SUBSEQUENT
    EVENTS (UNAUDITED)    Purchase of Rights to Use
    Farberware®

    Brand. ®
 F-49




---



##### Table of Contents



Russell
    Hobbs, Inc. and Subsidiaries
  VALUATION
    AND QUALIFYING ACCOUNTS
  Charged(Credited)Balance at


to Costs


Charged to





Balance atBeginning


and


Other





End ofDescription

of Period


Expenses


Accounts


Deductions


Period(In thousands)Year Ended June 30, 2009Reserves deducted from assets to which they apply:Allowance for doubtful accounts

$
3,061


$
657


$
424


$



$
4,142Allowance for sales returns


















Deferred tax valuation allowance

$
149,837






$
9,832






$
159,669Year Ended June 30, 2008Reserves deducted from assets to which they apply:Allowance for doubtful accounts

$
2,995


$
297






$
(231
)(1)

$
3,061Allowance for sales returns

$
393










$
(393
)

$
Deferred tax valuation allowance

$
82,100






$
67,737






$
149,837     (1)
    
    Write-off against the reserve F-50




---



##### Table of Contents



Russell
    Hobbs, Inc. and Subsidiaries
  CONSOLIDATED
    BALANCE SHEETS
    (In thousands, except par value data)  March 31,


June 30,2010


2009(Unaudited)ASSETSCurrent Assets:Cash and cash equivalents

$
27,576


$
16,095Accounts and other receivables, less allowances of $3,668 at
    March 31, 2010 and $4,142 at June 30, 2009


124,630



133,711Inventories


142,645



165,495Prepaid expenses and other


10,766



12,240Prepaid income taxes


3,445



3,574Deferred income taxes


494



943Total current assets


309,556



332,058Property, Plant and Equipment  at cost, less
    accumulated depreciation of $11,044 at March 31, 2010 and
    $10,004 at June 30, 2009


17,399



20,876Non-current Deferred Income Taxes


1,847



3,419Goodwill


162,469



162,469Intangibles, Net


195,859



206,805Other Assets


21,447



12,219Total Assets

$
708,577


$
737,846LIABILITIES AND STOCKHOLDERS EQUITYCurrent Liabilities:Accounts payable

$
63,309


$
58,385Accrued expenses


77,142



73,293Harbinger Term loan  current portion (related party)


20,000



20,000Brazil term loan






2,228Current income taxes payable


8,090



4,245Total current liabilities


168,541



158,151Long-Term Liabilities:North American credit facility


12,946



52,739European credit facility


11,256



19,845Australia credit facility






Series D Preferred Stock  authorized and
    outstanding: 110.2 shares at $0.01 par value (related
    party)






139,744Series E Preferred Stock authorized and
    outstanding: 50 shares at $0.01 par value (related
    party)






56,238Harbinger Term loan  long-term portion (related party)


136,546



141,456Pension liability


13,734



19,791Non-current deferred income taxes


47,940



46,347Other long-term liabilities


3,542



3,856Total Liabilities


394,505



638,167Series D Preferred Stock  authorized and
    outstanding: 110.2 shares at $0.01 par value (related
    party)


147,271



Series E Preferred Stock  authorized and
    outstanding: 50 shares at $0.01 par value (related
    party)


59,268



Commitments and Contingencies  See Note 4Stockholders Equity:Common stock  authorized: 1,000,000 shares of
    $0.01 par value; issued and outstanding:
    739,013 shares at March 31, 2010 and June 30, 2009


7,319



7,319Treasury stock  7,886 shares, at cost


(65,793
)


(65,793
)Paid-in capital


302,677



302,677Accumulated deficit


(92,326
)


(102,460
)Accumulated other comprehensive loss


(44,344
)


(42,064
)Total stockholders equity


107,533



99,679Total Liabilities and Stockholders Equity

$
708,577


$
737,846    F-51




---



##### Table of Contents



Russell
    Hobbs, Inc. and Subsidiaries
  CONSOLIDATED
    STATEMENTS OF OPERATIONS (Unaudited)
    (In thousands, except per share data)  Nine Months Ended March 31,2010


2009(Dollars in thousands)Net sales

$
617,281



100.0
%

$
629,463



100.0
%Cost of goods sold


422,652



68.5



458,118



72.8Gross profit


194,629



31.5



171,345



27.2Selling, general and administrative expenses:Operating expenses


129,767



21.0



141,208



22.4Integration and transition expenses


454



0.1



1,147



0.2Patent infringement and other litigation expenses


1,806



0.3



5,757



0.9Employee termination benefits


379



0.1



916



0.1Merger and acquisition related expenses


2,026



0.3



1,015



0.2134,432



21.8



150,043



23.8Operating income


60,197



9.7



21,302



3.4Other expense (income):Interest expense ($21,673 and $31,426 in related party interest
    expense for the nine months ended March 31, 2010 and 2009,
    respectively)


24,112



3.9



38,130



6.1Foreign currency exchange loss


4,293



0.7



6,152



1.0Interest income and other expense (income), net


1,409



0.2



(3,322
)


(0.5
)29,814



4.8



40,960



6.6Income (loss) from continuing operations before income taxes


30,383



4.9



(19,658
)


(3.2
)Income tax provision


11,375



1.8



7,739



1.2Income (loss) from continuing operations


19,008



3.1



(27,397
)


(4.4
)Income (loss) from discontinued operations, net of tax of $322
    and $37 (Note 9)


(8,874
)


(1.4
)


(17,616
)


(2.8
)Net earnings (loss)


10,134



1.7



(45,013
)


(7.2
)Preferred stock dividends


13,914



2.3







Net earnings (loss) available to common stockholders

$
(3,780
)


(0.6
)%

$
(45,013
)


(7.2
)%Earnings (loss) per common share:Income (loss) from continuing operations  basic and
    diluted

$
0.00






$
(0.04
)Loss from discontinued operations  basic and diluted


(0.01
)






(0.02
)Net earnings (loss)  basic and diluted

$
(0.01
)





$
(0.06
)Weighted average common shares outstanding:Basic and diluted


739,013







739,013    F-52




---



##### Table of Contents



Russell
    Hobbs, Inc. and Subsidiaries
  CONSOLIDATED
    STATEMENT OF STOCKHOLDERS EQUITY (Unaudited)
    (In thousands)  AccumulatedOtherCommon


Treasury


Paid-in


Accumulated


ComprehensiveStock


Stock


Capital


Deficit


Loss


TotalBalance at June 30, 2009

$
7,319


$
(65,793
)

$
302,677


$
(102,460
)

$
(42,064
)

$
99,679Comprehensive income:Net earnings














10,134







10,134Foreign currency translation adjustment (net of $0 tax)


















(5,859
)


(5,859
)Defined pension plans (net of $0.7 million tax)


















2,925



2,925Foreign exchange forwards (net of $0 tax)


















364



364Increase in fair value of marketable securities (net of $0 tax)


















290



290Total comprehensive income






















7,854Balance at March 31, 2010

$
7,319


$
(65,793
)

$
302,677


$
(92,326
)

$
(44,344
)

$
107,533    F-53




---



##### Table of Contents



Russell
    Hobbs, Inc. and Subsidiaries
  CONSOLIDATED
    STATEMENTS OF CASH FLOWS (Unaudited)  Nine Months EndedMarch 31,2010


2009(In thousands)Cash flows from operating activities:Net earnings (loss)

$
10,134


$
(45,013
)Reconciliation of net earnings (loss) to net cash provided by
    (used in) operating activities:Depreciation of property, plant and equipment


6,163



5,504Provision for doubtful accounts


1,202



247Non-cash interest


20,647



31,426Amortization of intangible and other assets


4,366



4,333Deferred taxes


296



(293
)Changes in assets and liabilities, net of acquisition:Accounts and other receivables


8,311



28,870Inventories


23,245



25,338Prepaid expenses and other


1,599



5,836Accounts payable and accrued expenses


8,404



(87,134
)Current income taxes


5,430



892Other assets and liabilities


(5,969
)


(9,795
)Net cash provided by (used in) operating activities


83,828



(39,789
)Cash flows from investing activities:Additions to property, plant and equipment


(1,679
)


(5,420
)Investment in Island Sky Australia Limited


(274
)


(3,538
)Proceeds from sale of assets






2,452Net cash used in investing activities


(1,953
)


(6,506
)Cash flows from financing activities:Amortization payments on Harbinger term loan


(15,000
)


Net (payments) borrowings under lines of credit


(49,645
)


(13,148
)Payments in connection with Spectrum merger


(3,018
)


Proceeds from Series E Redeemable Preferred Stock






50,000(Payoff of) net proceeds from Brazil term loan


(2,228
)


1,930Net cash (used in) provided by financing activities


(69,891
)


38,782Effect of exchange rate changes on cash


(503
)


(3,422
)Net increase (decrease) in cash and cash equivalents


11,481



(10,935
)Cash and cash equivalents at beginning of period


16,095



26,136Cash and cash equivalents at end of period

$
27,576


$
15,201   Supplemental
    Disclosures of Cash Flow Information:
  Nine Months EndedMarch 31,2010


2009(In thousands)Cash paid during the period for:Interest

$
3,182


$
4,482Income taxes

$
6,794


$
1,724    F-54




---



##### Table of Contents



Russell
    Hobbs, Inc. and SubsidiariesNotes to Unaudited Consolidated Financial Statements
  1.
    SUMMARY
    OF ACCOUNTING POLICIES  Interim
    Reporting
    Rule 10-01 Regulation S-X
    Overview
    ® ® ® ® ® ® ® ®
  Harbinger
  Comprehensive
    Income (Loss)
   F-55




---



##### Table of Contents



Russell
    Hobbs, Inc. and Subsidiaries
  Notes to
    Unaudited Consolidated Financial
    Statements  (Continued)
    March 31,


June 30,2010


2009(In thousands)Accumulated foreign currency translation adjustment

$
(37,396
)

$
(31,537
)Defined pension plans


(5,574
)


(8,499
)Foreign exchange forwards


(349
)


(713
)Reduction in market value of investment in Island Sky


(1,025
)


(1,315
)Total accumulated other compressive loss

$
(44,344
)

$
(42,064
)   Earnings
    (Loss) Per Share
      Nine Months EndedMarch 31,


March 31,2010


2009(In thousands except per share amounts)Income (loss) from continuing operations

$
19,008


$
(27,397
)Preferred stock dividends


(13,914
)


Earnings (loss) from continuing operations attributable to
    common stockholders


5,094



(27,397
)Loss from discontinued operations


(8,874
)


(17,616
)Net earnings (loss) attributable to common stockholders

$
(3,780
)

$
(45,013
)Weighted average common shares outstanding  basic and
    diluted


739,013



739,013Earnings (loss) per common share  basic and diluted:Earnings (loss) from continuing operations

$
0.00


$
(0.04
)Loss from discontinued operations


(0.01
)


(0.02
)Net earnings (loss)

$
(0.01
)

$
(0.06
)   Foreign
    Currency Exchange Loss
   F-56




---



##### Table of Contents



Russell
    Hobbs, Inc. and Subsidiaries
  Notes to
    Unaudited Consolidated Financial
    Statements  (Continued)
    Intangible
    Assets
    Weighted

March 31, 2010


June 30, 2009Average

Gross





GrossAmortization

Carrying


Accumulated


Carrying


AccumulatedPeriod

Amount


Amortization


Amount


Amortization(Years)

(In thousands)Licenses

9

$
42,510


$
(14,073
)

$
42,510


$
(10,530
)Trade names(1)

Indefinite


159,859







166,554



Patents

12


8,240



(2,174
)


8,240



(1,659
)Customer relationships

9


2,310



(813
)


2,310



(620
)$
212,919


$
(17,060
)

$
219,614


$
(12,809
)     (1)
    
    Decrease in the gross carrying amount of indefinite trade names
    at March 31, 2010 was solely attributable to foreign
    currency translation, as certain significant trade names are
    recorded on the books of Russell Hobbs European subsidiary.      Reclassifications
    Financial
    Accounting Standards Board Accounting Standards
    Codification
  FASB Codification ASC GAAP
 F-57




---



##### Table of Contents



Russell
    Hobbs, Inc. and Subsidiaries
  Notes to
    Unaudited Consolidated Financial
    Statements  (Continued)
    Financial
    Accounting Standards Not Yet Adopted
  Employers Disclosures About Postretirement Benefit Plan
    Assets.
  Accounting for Transfers of Financial
    Assets.
  Variable Interest Entities.
  Fair Value Measurements and Disclosures.
  2.
    MERGER
    WITH SPECTRUM BRANDS  Merger
    Agreement SB
    Holdings
 F-58




---



##### Table of Contents



Russell
    Hobbs, Inc. and Subsidiaries
  Notes to
    Unaudited Consolidated Financial
    Statements  (Continued)
  Merger
    and Financing-Related Expenses
      3.
    MERGER OF
    SALTON AND APPLICA  Merger Sub Applica
    change-in-control
    Amount








AmountAccrued as of





Other


Accrued as ofJune 30, 2009


Amount Paid


Adjustments


March 31, 2010(In thousands)Severance and other accrued expenses

$
500


$
(25
)

$



$
475Unfavorable lease and other


2,417



(1,296
)


(149
)


972Total

$
2,917


$
(1,321
)

$
(149
)

$
1,447   F-59




---



##### Table of Contents



Russell
    Hobbs, Inc. and Subsidiaries
  Notes to
    Unaudited Consolidated Financial
    Statements  (Continued)
  Amount








AmountAccrued as of





Other


Accrued as ofJune 30, 2008


Amount Paid


Adjustments


March 31, 2009(In thousands)Severance and related expenses

$
2,189


$
(1,046
)

$



$
1,143Unfavorable lease and other


2,522



(1,941
)


(118
)


463Total

$
4,711


$
(2,987
)

$
(118
)

$
1,606   4.
    COMMITMENTS
    AND CONTINGENCIES  Litigation
    and Other Matters
  NACCO Litigation.
  Harbinger
    Parties
    Asbestos Matters. and/or
  Environmental Matters.
  
    Kirksville, Missouri.  Soil and groundwater
    contamination by trichloroethylene has been identified at the
    former manufacturing facility in Kirksville, Missouri.
    Toastmaster has entered into a Consent Agreement with the
    Missouri Department of Natural Resources
    (MDNR) regarding the contamination. F-60




---



##### Table of Contents



Russell
    Hobbs, Inc. and Subsidiaries
  Notes to
    Unaudited Consolidated Financial
    Statements  (Continued)
   
    Laurinburg, North Carolina.  Soil and
    groundwater contamination by trichloroethylene has been
    identified at the former manufacturing facility in Laurinburg,
    North Carolina. A groundwater pump and treat system has operated
    at the site since 1993.
    Macon, Missouri.  Soil and groundwater
    contamination by trichloroethylene and petroleum have been
    identified at the former manufacturing facility in Macon,
    Missouri. The facility is participating in the Missouri
    Brownfields/Voluntary Cleanup Program.  PRPs
    Other Matters.
  CPSC
    Employment
    and Other Agreements
     F-61




---



##### Table of Contents



Russell
    Hobbs, Inc. and Subsidiaries
  Notes to
    Unaudited Consolidated Financial
    Statements  (Continued)
        change-in-control
      License
    Agreements
  ®
 F-62




---



##### Table of Contents



Russell
    Hobbs, Inc. and Subsidiaries
  Notes to
    Unaudited Consolidated Financial
    Statements  (Continued)
    
    Calendar Year 2010: $14,500,000
    Calendar Year 2011: $15,000,000
    Calendar Year 2012: $15,000,000  ® ® ® ®
  ® ®
    5.
    SENIOR
    SECURED CREDIT FACILITY, LETTERS OF CREDIT AND LONG-TERM
    DEBT  North American Credit Facility.
    
    LIBOR (adjusted for any reserves), plus a specified margin
    (determined by Russell Hobbs average quarterly
    availability and set at 2.0% on March 31, 2010), which was
    2.25% on March 31, 2010; or
    the Base Rate plus a specified margin (based on Russell
    Hobbs average quarterly availability and set at 1.00% on
    March 31, 2010), which was 4.25% on March 31, 2010.  30-day
 F-63




---



##### Table of Contents



Russell
    Hobbs, Inc. and Subsidiaries
  Notes to
    Unaudited Consolidated Financial
    Statements  (Continued)
        
    a pledge of all of the stock of Russell Hobbs domestic
    subsidiaries;
    a pledge of not more than 65% of the voting stock of each direct
    foreign subsidiary of Russell Hobbs, Inc. and each direct
    foreign subsidiary of each domestic subsidiary of Russell Hobbs,
    Inc.; and
    a pledge of all of the capital stock of any subsidiary of a
    subsidiary of Russell Hobbs, Inc. that is a borrower under the
    credit facility, including Russell Hobbs Canadian
    subsidiary.    European Credit Facility.
  Base Rate revolver loan
   F-64




---



##### Table of Contents



Russell
    Hobbs, Inc. and Subsidiaries
  Notes to
    Unaudited Consolidated Financial
    Statements  (Continued)
        Australian Credit Facility. 90-day
      Brazil Term Loan.
  Harbinger Term Loan.
  
    provided for the payment of interest by automatically having the
    outstanding principal amount increase by an amount equal to the
    interest due (the PIK Option) from
    January 31, 2008 through March 31, 2009;
    provided Russell Hobbs the option, after March 31, 2009, to
    pay the interest due on such loan either (i) in cash or
    (ii) by the PIK Option;
    increased the applicable borrowing margins by 150 basis
    points (the Margin Increase) as consideration
    for the right to have the PIK Option;
    increased the outstanding loan amount by $15 million from
    $110 million to $125 million to fund general corporate
    purposes; and F-65




---



##### Table of Contents



Russell
    Hobbs, Inc. and Subsidiaries
  Notes to
    Unaudited Consolidated Financial
    Statements  (Continued)
   
    provided Russell Hobbs a delayed draw option to draw down up to
    an additional $15 million in the next 24 months in
    installments of at least $5 million to fund general
    corporate expenses (which was subsequently drawn in the fourth
    fiscal quarter of 2008).        (i)
    3.9% of the amount of term loan prepaid on or after
    December 29, 2009 but on or prior to December 28, 2010;  (ii)
    2.6% of the amount of term loan prepaid on or after
    December 29, 2010 but on or prior to December 28,
    2011; and  (iii)
    1.3% of the amount of term loan prepaid on or after
    December 29, 2011 but on or prior to the stated termination
    date.  6.
    PREFERRED
    STOCK  Series D Preferred Stock. Series D Preferred
    Stock
  Ranking. Liquidation pari
    passu Junior
    Stock
  Liquidation Preference. Series D Liquidation Preference
  Sale Transaction
 F-66




---



##### Table of Contents



Russell
    Hobbs, Inc. and Subsidiaries
  Notes to
    Unaudited Consolidated Financial
    Statements  (Continued)
    Dividends.
    Voting Rights.
  No Conversion Rights.
  Redemption Rights.
   F-67




---



##### Table of Contents



Russell
    Hobbs, Inc. and Subsidiaries
  Notes to
    Unaudited Consolidated Financial
    Statements  (Continued)
  Series E Preferred Stock. Series E Preferred
    Stock
  Ranking. Liquidation Junior Stock
  Liquidation Preference. Series E Liquidation
    Preference
  Sale Transaction
  Dividends.
    Voting Rights.
 F-68




---



##### Table of Contents



Russell
    Hobbs, Inc. and Subsidiaries
  Notes to
    Unaudited Consolidated Financial
    Statements  (Continued)
  No Conversion Rights.
  Redemption Rights.
    7.
    PRODUCT
    WARRANTY OBLIGATIONS    March 31,


March 31,2010


2009(In thousands)Balance, beginning of period

$
8,950


$
8,030Additions to accrued product warranties


46,042



45,499Reductions of accruals  payments and credits issued


(43,193
)


(44,450
)Balance, end of period

$
11,799


$
9,079   8.
    EMPLOYEE
    BENEFIT PLANS   F-69




---



##### Table of Contents



Russell
    Hobbs, Inc. and Subsidiaries
  Notes to
    Unaudited Consolidated Financial
    Statements  (Continued)
    For the Nine Months EndedMarch 31, 2010


March 31, 2009Domestic


Europe


Total


Domestic


Europe


Total(In thousands)Service cost benefits earned during the period

$



$
178.2


$
178.2


$



$
180.9


$
180.9Interest cost on projected benefit obligation


522.9



1,904.1



2,427.0



522.9



1,917.6



2,440.5Actuarial return on plan assets


(395.4
)


(1,188.9
)


(1,584.3
)


(395.4
)


(1,197.9
)


(1,593.3
)Net amortization and deferral






742.2



742.2



0.6







0.6Net pension costs

$
127.5


$
1,635.6


$
1,763.1


$
128.1


$
900.6


$
1,028.7   9.
    DISCONTINUED
    OPERATIONS  China
    Sourcing Operations
  AAL
          Discontinuation
    of Regional Operations
    Nine Months EndedMarch 31, 2010

March 31, 2009(In thousands)Net sales

$
307


$
8,384Income (loss)

$
73


$
(2,954
)   Sale
    of Professional Care
   F-70




---



##### Table of Contents



Russell
    Hobbs, Inc. and Subsidiaries
  Notes to
    Unaudited Consolidated Financial
    Statements  (Continued)
    Water
    Products Segment
    Water Filtration Business. 2 ® 2 ® 2 ®
  2 ® 2 ®
    Nine Months EndedMarch 31, 2010

March 31, 2009(In thousands)Net sales

$
853


$
363Loss

$
(7,468
)

$
(3,076
)      F-71




---



##### Table of Contents



Russell
    Hobbs, Inc. and Subsidiaries
  Notes to
    Unaudited Consolidated Financial
    Statements  (Continued)
    March 31,


June 30,2010


2009(In thousands)Assets of discontinued division:Accounts receivable

$
227


$
146Inventories


623



3,173Prepaid expenses and other






1,472Property and equipment, net


110



199Total assets

$
960


$
4,990Liabilities of discontinued division:Accounts payable

$



$
704Accrued liabilities


89



201Total liabilities

$
89


$
905   Commercial Water Business. air-to-water available-for-sale
      Nine Months EndedMarch 31, 2010

March 31, 2009(In thousands)Net sales

$
326


$
24Loss

$
(1,160
)

$
(1,918
)  F-72




---



##### Table of Contents



Russell
    Hobbs, Inc. and Subsidiaries
  Notes to
    Unaudited Consolidated Financial
    Statements  (Continued)
    March 31,


June 30,2010


2009(In thousands)Assets of discontinued operations:Cash and cash equivalents

$
2,108


$
1,249Accounts receivable


156



16Inventories


1,205



664Prepaid expenses and other


6,651



5,144Investments


2,399



2,067Property and equipment, net


231



182Total assets

$
12,750


$
9,322Liabilities of discontinued operations:Accounts payable

$
340


$
324Accrued expenses


549



10Total liabilities

$
889


$
334     10.
    FAIR
    VALUE MEASUREMENTS AND DISCLOSURES  Fair Value Measurement
    and Disclosures
     F-73




---



##### Table of Contents



Russell
    Hobbs, Inc. and Subsidiaries
  Notes to
    Unaudited Consolidated Financial
    Statements  (Continued)
    
    Level 1  Quoted market prices in active markets
    for identical assets or liabilities;
    Level 2  Inputs other than level 1 inputs
    that are either directly or indirectly observable; and
    Level 3  Unobservable inputs developed using
    Russell Hobbs estimates and assumptions, which reflect
    those that market participants would use.      Fair Value Measurements at March 31, 2010Significant





TotalQuoted Prices


Other


Significant


Carryingin Active


Observable


Unobservable


Value atMarkets


Inputs


Inputs


March 31,(Level 1)


(Level 2)


(Level 3)


2010(In thousands)Assets:Investment in Island Sky Australia Ltd.

$
2,400


$



$



$
2,400Total assets

$
2,400


$



$



$
2,400Liabilities:Foreign currency forward contracts(1)

$



$
(349
)

$



$
(349
)Total liabilities

$



$
(349
)

$



$
(349
)     (1)
    
    The fair value of Russell Hobbs foreign currency forward
    contracts were valued based upon quotes from outside parties and
    was valued using a pricing model with all significant inputs
    based on observable market data such as measurement date spots
    and forward rates. A positive fair value represents the amount
    Russell Hobbs would receive upon exiting the contracts and a
    negative fair value represents the amount Russell Hobbs would
    pay upon exiting the contracts. Russell Hobbs intends to hold
    all contracts to maturity, at which time the fair value will be
    zero. As of March 31, 2010, there were $17.2 million
    in foreign exchange contracts outstanding. F-74




---



##### Table of Contents



Russell
    Hobbs, Inc. and Subsidiaries
  Notes to
    Unaudited Consolidated Financial
    Statements  (Continued)
     Fair Value Measurements at June 30, 2009Significant





TotalQuoted Prices


Other


Significant


Carryingin Active


Observable


Unobservable


Value atMarkets


Inputs


Inputs


June 30,(Level 1)


(Level 2)


(Level 3)


2009(In thousands)Assets:Investment in Island Sky Australia Ltd.

$
2,100


$



$



$
2,100Total assets

$
2,100


$



$



$
2,100Liabilities:Foreign currency forward contracts(1)

$




(713
)

$




(713
)Total liabilities

$



$
(713
)

$



$
(713
)     (1)
    
    The fair value of Russell Hobbs foreign currency forward
    contracts were valued based upon quotes from outside parties and
    was valued using a pricing model with all significant inputs
    based on observable market data such as measurement date spots
    and forward rates. A positive fair value represents the amount
    Russell Hobbs would receive upon exiting the contracts and a
    negative fair value represents the amount Russell Hobbs would
    pay upon exiting the contracts. Russell Hobbs intends to hold
    all contracts to maturity, at which time the fair value will be
    zero.    As of March 31, 2010Carrying


FairAmount


Value(In thousands)North American credit facility

$
12,946


$
11,493European term loan


11,256



10,932Australian credit facility






Harbinger term loan


156,546



146,862$
180,748


$
169,287   F-75




---



##### Table of Contents



Russell
    Hobbs, Inc. and Subsidiaries
  Notes to
    Unaudited Consolidated Financial
    Statements  (Continued)
  As of June 30, 2009Carrying


FairAmount


Value(In thousands)North American credit facility

$
52,739


$
50,842European credit facility


19,845



19,102Harbinger term loan


161,456



148,779Brazil term loan


2,228



2,228Series D Preferred Stock


139,744



120,600Series E Preferred Stock


56,238



48,530$
432,250


$
390,081       11.
    BUSINESS
    SEGMENT AND GEOGRAPHIC AREA INFORMATION  ® ® ® ® ® ® ® ® ®
  2010


2009Net Sales


%


Net Sales


%(Dollars in thousands)Kitchen Products

$
498,248



80.7
%

$
495,592



78.7
%Home Products


95,817



15.5
%


105,165



16.7
%Pet Products


14,175



2.3
%


18,058



2.9
%Personal Care Products


4,115



0.7
%


4,795



0.8
%Pest Control Products


4,926



0.8
%


5,853



0.9
%Consolidated

$
617,281



100.0
%

$
629,463



100.0
%  F-76




---



##### Table of Contents



Russell
    Hobbs, Inc. and Subsidiaries
  Notes to
    Unaudited Consolidated Financial
    Statements  (Continued)
    Nine Months EndedMarch 31,2010


2009(In thousands)Net sales:United States operations

$
309,442


$
329,954International operations


307,839



299,509Consolidated net sales

$
617,281


$
629,463   March 31,


June 30,2010


2009(In thousands)Long-lived assets(1):United States operations

$
251,142


$
251,476International operations


124,585



138,674Consolidated long-lived assets

$
375,727


$
390,150     (1)
    
    Includes property plant and equipment and other intangible
    assets.    12.
    STOCK-BASED
    COMPENSATION     F-77




---



##### Table of Contents



Russell
    Hobbs, Inc. and Subsidiaries
  Notes to
    Unaudited Consolidated Financial
    Statements  (Continued)
    WeightedAverageShares(000)


Exercise PriceOutstanding at June 30, 2009


2,250


$
0.24Granted






Exercised






Expired or cancelled






Outstanding at March 31, 2010


2,250


$
0.24Options exercisable at March 31, 2010






   13.
    SUBSEQUENT
    EVENTS    Purchase of Rights to Use
    Farberware ® Brand. ®
  14.
    SUBSEQUENT
    EVENTS FOR REVISED FINANCIAL STATEMENTS    Water Products Segment Dividend.
  Merger between Spectrum Brands and Russell
    Hobbs.
   F-78




---



##### Table of Contents



Russell
    Hobbs, Inc. and Subsidiaries
  Notes to
    Unaudited Consolidated Financial
    Statements  (Continued)
                 F-79




---



##### Table of Contents



6,495,489 Shares
  
  Spectrum Brands Holdings,
    Inc.
  Common Stock




---



##### Table of Contents



Part II
  INFORMATION
    NOT REQUIRED IN PROSPECTUS
  Item 14.
    Other
    Expenses of Issuance and Distribution.  FINRA
  SEC registration fee

$
28,195FINRA fee


24,800Printing expenses


150,000Accounting fees and expenses


40,000Legal fees and expenses


200,000Miscellaneous


47,005Total


490,000   Item 15.
    Indemnification
    of Directors and Officers.     II-1




---



##### Table of Contents




    for any breach of the directors duty of loyalty to us or
    our stockholders;
    for acts or omissions not in good faith or which involve
    intentional misconduct or a knowing violation of law;
    for payments of unlawful dividends or unlawful stock purchases
    or redemptions under Section 174 of the DGCL; or
    for any transaction from which the director derived an improper
    personal benefit.      Item 16.
    Exhibits.    ExhibitNo.

ExhibitExhibit 1
.1*

Form of Underwriting Agreement.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). II-2




---



##### Table of Contents



ExhibitNo.

ExhibitExhibit 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 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 12% Senior
    Subordinated Toggle Notes due 2019, dated as of August 28, 2009,
    among Spectrum Brands, Inc., certain subsidiaries of Spectrum
    Brands, Inc., as guarantors, and U.S. Bank National Association,
    as trustee (filed by incorporation by reference to Exhibit 4.1
    to the Current Report on Form 8-K filed with the SEC by Spectrum
    Brands, Inc. on August 31, 2009).Exhibit 4
.3

Supplemental Indenture, dated March 15, 2010, to the Indenture
    governing Spectrum Brands, Inc.s 12% Senior
    Subordinated Toggle Notes due 2019, dated August 28, 2009, by
    and among Spectrum Brands, Inc. the guarantors named therein and
    U.S. Bank National Association, as trustee (filed by
    incorporation by reference to Exhibit 4.1 to the Current Report
    on Form 8-K filed with the SEC by Spectrum Brands, Inc. on March
    16, 2010).Exhibit 4
.4

Second Supplemental Indenture, dated June 15, 2010, to the
    Indenture governing Spectrum Brands, Inc.s 12% Senior
    Subordinated Toggle Notes due 2019, dated as of August 28, 2009,
    by and among Spectrum Brands, Inc., Battery Merger Corp. and
    U.S. Bank National Association, as trustee (filed by
    incorporation by reference to Exhibit 4.4 to the Quarterly
    Report on Form 10-Q filed with the SEC by Spectrum Brands, Inc.
    on August 18, 2010).Exhibit 4
.5

Third Supplemental Indenture, dated June 16, 2010, to the
    Indenture governing Spectrum Brands, Inc.s 12% Senior
    Subordinated Toggle Notes due 2019, dated as of August 28, 2009,
    by and among Spectrum Brands, Inc., Russell Hobbs, Inc. and U.S.
    Bank National Association, as trustee (filed by incorporation by
    reference to Exhibit 4.5 to the Quarterly Report on Form 10-Q
    filed with the SEC by Spectrum Brands, Inc. on August 18, 2010).Exhibit 4
.6

Fourth Supplemental Indenture, dated December 13, 2010, to the
    Indenture governing Spectrum Brands, Inc.s 12% Senior
    Subordinated Toggle Notes due 2019, dated as of August 28, 2009,
    by and among Spectrum Brands, Inc., Russell Hobbs, Inc. and U.S.
    Bank National Association, as trustee (filed by incorporation by
    reference to Exhibit 4.6 to the Annual Report on Form 10-K filed
    with the SEC by Spectrum Brands, Inc. on December 14, 2010).Exhibit 4
.7

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
.8

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). II-3




---



##### Table of Contents



ExhibitNo.

ExhibitExhibit 5
.1

Opinion of Paul, Weiss, Rifkind, Wharton & Garrison LLP.**Exhibit 23
.1

Consent of KPMG LLP.Exhibit 23
.2

Consent of Grant Thornton LLP.Exhibit 23
.3

Consent of Paul, Weiss, Rifkind, Wharton & Garrison LLP.**Exhibit 24
.1

Power of Attorney.**     *
    
    To be filed by amendment or as an exhibit to a document
    incorporated by reference herein.**
    
    Previously filed.    Item 17.
    Undertakings.           II-4




---



##### Table of Contents



SIGNATURES
  Form S-3
  SPECTRUM BRANDS HOLDINGS, INC.
  By:
    /s/  David
    R. Lumley      Pursuant to the requirements of the Securities Act of 1933,
    as amended, this Registration Statement has been signed below by
    the following persons in the capacities indicated on
    July 12, 2011:
  Signature

Title/s/  David
    R. LumleyDavid
    R. Lumley

Chief Executive Officer(Principal Executive Officer)/s/  Anthony
    L. GenitoAnthony
    L. Genito

Executive Vice President, Chief Financial Officer
    and Chief Accounting Officer(Principal Financial Officer and
    Principal Accounting Officer)*David
    M. Maura

Chairman of the Board*Kenneth
    C. Ambrecht

Director*Eugene
    I. Davis

Director*Marc
    S. Kirschner

Director*Norman
    S. Matthews

Director*Terry
    L. Polistina

Director*Hugh
    R. Rovit

Director II-5




---



##### Table of Contents



Signature

TitleOmar
    Asali

Director*Virginia
    A. Kamsky

Director*By:

/s/  Anthony
    L. GenitoAnthony
    L. Genito
    Attorney-in-fact  II-6




---



##### Table of Contents



Exhibit Index
  ExhibitNo.

ExhibitExhibit 1
.1*

Form of Underwriting Agreement.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 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 12% Senior
    Subordinated Toggle Notes due 2019, dated as of August 28, 2009,
    among Spectrum Brands, Inc., certain subsidiaries of Spectrum
    Brands, Inc., as guarantors, and U.S. Bank National Association,
    as trustee (filed by incorporation by reference to Exhibit 4.1
    to the Current Report on Form 8-K filed with the SEC by Spectrum
    Brands, Inc. on August 31, 2009).Exhibit 4
.3

Supplemental Indenture, dated March 15, 2010, to the Indenture
    governing Spectrum Brands, Inc.s 12% Senior
    Subordinated Toggle Notes due 2019, dated August 28, 2009, by
    and among Spectrum Brands, Inc. the guarantors named therein and
    U.S. Bank National Association, as trustee (filed by
    incorporation by reference to Exhibit 4.1 to the Current Report
    on Form 8-K filed with the SEC by Spectrum Brands, Inc. on March
    16, 2010).




---



##### Table of Contents



ExhibitNo.

ExhibitExhibit 4
.4

Second Supplemental Indenture, dated June 15, 2010, to the
    Indenture governing Spectrum Brands, Inc.s 12% Senior
    Subordinated Toggle Notes due 2019, dated as of August 28, 2009,
    by and among Spectrum Brands, Inc., Battery Merger Corp. and
    U.S. Bank National Association, as trustee (filed by
    incorporation by reference to Exhibit 4.4 to the Quarterly
    Report on Form 10-Q filed with the SEC by Spectrum Brands, Inc.
    on August 18, 2010).Exhibit 4
.5

Third Supplemental Indenture, dated June 16, 2010, to the
    Indenture governing Spectrum Brands, Inc.s 12% Senior
    Subordinated Toggle Notes due 2019, dated as of August 28, 2009,
    by and among Spectrum Brands, Inc., Russell Hobbs, Inc. and U.S.
    Bank National Association, as trustee (filed by incorporation by
    reference to Exhibit 4.5 to the Quarterly Report on Form 10-Q
    filed with the SEC by Spectrum Brands, Inc. on August 18, 2010).Exhibit 4
.6

Fourth Supplemental Indenture, dated December 13, 2010, to the
    Indenture governing Spectrum Brands, Inc.s 12% Senior
    Subordinated Toggle Notes due 2019, dated as of August 28, 2009,
    by and among Spectrum Brands, Inc., Russell Hobbs, Inc. and U.S.
    Bank National Association, as trustee (filed by incorporation by
    reference to Exhibit 4.6 to the Annual Report on Form 10-K filed
    with the SEC by Spectrum Brands, Inc. on December 14, 2010).Exhibit 4
.7

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
.8

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 5
.1

Opinion of Paul, Weiss, Rifkind, Wharton & Garrison LLP.**Exhibit 23
.1

Consent of KPMG LLP.Exhibit 23
.2

Consent of Grant Thornton LLP.Exhibit 23
.3

Consent of Paul, Weiss, Rifkind, Wharton & Garrison LLP.**Exhibit 24
.1

Power of Attorney.**     *
    
    To be filed by amendment or as an exhibit to a document
    incorporated by reference herein.**
    
    Previously filed.