Document and Entity Information (USD $) In Millions, except Share data, unless otherwise specified	12 Months Ended
	Sep. 30, 2011	Dec. 07, 2011	Apr. 03, 2011
Document and Entity Information [Abstract]
Entity Registrant Name	HARBINGER GROUP INC.
Entity Central Index Key	0000109177
Document Type	10-K
Document Period End Date	Sep. 30, 2011
Amendment Flag	false
Document Fiscal Year Focus	2011
Document Fiscal Period Focus	FY
Current Fiscal Year End Date	--09-30
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Filer Category	Accelerated Filer
Entity Public Float			$ 49.4
Entity Common Stock, Shares Outstanding		139,346,119

Consolidated Balance Sheets (USD $) In Thousands, unless otherwise specified	Sep. 30, 2011	Sep. 30, 2010
Investments (Note 5 and 6):
Total assets	$ 23,579,554	$ 4,016,195
LIABILITIES AND EQUITY
Total liabilities	21,921,242	2,838,368
Commitments and contingencies (Note 19)
Temporary equity (Note 13):
Redeemable preferred stock, $.01 par, 10,000 preferred shares authorized; 400 shares outstanding with an aggregate liquidation preference of $607,583 at September 30, 2011	292,437	0
Harbinger Group Inc. stockholders' equity (Note 14):
Common stock, $.01 par, 500,000 shares authorized; 139,346 shares and 139,197 retrospectively adjusted shares issued and outstanding at September 30, 2011 and 2010, respectively	1,393	1,392
Additional paid-in capital	872,683	855,767
Accumulated deficit	(135,347)	(150,309)
Accumulated other comprehensive income (loss)	149,448	(5,195)
Total Harbinger Group Inc. stockholders' equity	888,177	701,655
Noncontrolling interest	477,698	476,172
Total permanent equity	1,365,875	1,177,827
Total liabilities and equity	23,579,554	4,016,195
Consumer Products and Other:
ASSETS
Cash and cash equivalents	321,352	256,831
Short-term investments (Note 5)	350,638	53,965
Receivables, net (Note 4)	394,283	406,447
Inventories, net (Note 8)	434,630	530,342
Prepaid expenses and other current assets (Note 17)	143,654	94,078
Total current assets	1,644,557	1,341,663
Properties, net (Note 9)	206,799	201,309
Goodwill (Note 10)	610,338	600,055
Intangibles, net (Note 10)	1,683,909	1,769,360
Deferred charges and other assets (Note 12)	97,324	103,808
Total assets Consumer Products and Other	4,242,927	4,016,195
LIABILITIES AND EQUITY
Current portion of long-term debt (Note 12)	16,090	20,710
Accounts payable	328,635	333,683
Accrued and other current liabilities (Note 11)	317,629	313,617
Total current liabilities	662,354	668,010
Long-term debt (Note 12)	2,032,690	1,723,057
Equity conversion feature of preferred stock (Note 6 and 13)	75,350	0
Employee benefit obligations (Note 15)	89,857	97,946
Deferred tax liabilities (Note 17)	338,679	277,843
Other Liabilities	44,957	71,512
Total liabilities Consumer Products and Other	3,243,887	2,838,368
Insurance:
Investments (Note 5 and 6):
Fixed maturities, available-for-sale, at fair value	15,367,474	0
Equity securities, available-for-sale, at fair value	287,043	0
Derivative investments	52,335	0
Other invested assets	44,279	0
Total investments	15,751,131	0
Cash and cash equivalents	816,007	0
Accrued investment income	212,848	0
Reinsurance recoverable (Note 20)	1,596,790	0
Intangibles, net (Note 10)	457,167	0
Deferred tax assets (Note 17)	211,641	0
Other assets	291,043	0
Total assets Insurance	19,336,627	0
LIABILITIES AND EQUITY
Contractholder funds (Note 5)	14,549,970	0
Future policy benefits (Note 2)	3,598,208	0
Liability for policy and contract claims	56,650	0
Note payable (Note 12)	95,000	0
Other liabilities (Note 11)	377,527	0
Total liabilities Insurance	$ 18,677,355	$ 0

Consolidated Balance Sheets (Parenthetical) (USD $)	Sep. 30, 2011	Sep. 30, 2010
Temporary equity (Note 13):
Temporary equity, par value	$ 0.01	$ 0.01
Temporary equity, shares authorized	10,000	0
Temporary equity, shares outstanding	400	0
Temporary equity, liquidation preference	$ 607,583	$ 0
Harbinger Group Inc. stockholders' equity (Note 14):
Common stock, par value	$ 0.01	$ 0.01
Common stock, shares authorized	500,000	500,000
Common stock, shares issued	139,346	139,197
Common stock, shares outstanding	139,346	139,197

Consolidated Statements of Operations (USD $) In Thousands, except Per Share data, unless otherwise specified	1 Months Ended	12 Months Ended		11 Months Ended	1 Months Ended	12 Months Ended		11 Months Ended	12 Months Ended
	Sep. 30, 2009 Successor	Sep. 30, 2011 Successor	Sep. 30, 2010 Successor	Aug. 30, 2009 Predecessor	Sep. 30, 2009 Consumer Products and Other: Successor	Sep. 30, 2011 Consumer Products and Other: Successor	Sep. 30, 2010 Consumer Products and Other: Successor	Aug. 30, 2009 Consumer Products and Other: Predecessor	Sep. 30, 2011 Insurance: Successor
Revenues:
Net sales					$ 219,888	$ 3,186,916	$ 2,567,011	$ 2,010,648
Premiums									39,002
Net investment income (Note 5)									369,840
Net investment losses (Note 5)									(166,891)
Insurance and investment product fees and other									48,915
Total Revenues Insurance									290,866
Total revenues	219,888	3,477,782	2,567,011	2,010,648
Operating costs and expenses:
Cost of goods sold (Note 23)					155,488	2,058,049	1,645,601	1,258,829
Selling, general and administrative expenses (Note 2, 15, 16, 19, 22 and 23)					64,292	947,140	760,956	595,014
Total operating costs and expenses Consumer Products and Other					219,780	3,005,189	2,406,557	1,853,843
Benefits and other changes in policy reserves									247,632
Acquisition and operating expenses, net of deferrals									72,390
Amortization of intangibles (Note 10)	3,513	46,580	45,920	19,099					(11,115)
Total operating costs and expenses Insurance									308,907
Total operating costs and expenses	219,780	3,314,096	2,406,557	1,853,843
Operating income	108	163,686	160,454	156,805
Interest expense (Note 12)	(16,962)	(249,260)	(277,015)	(172,940)
Bargain purchase gain from business acquisition (Note 22)		151,077
Other (expense) income, net (Note 5, 6, and 27)	816	(14,833)	(12,105)	(3,320)
Income (loss) from continuing operations before reorganization items and income taxes	(16,038)	50,670	(128,666)	(19,455)
Reorganization items (expense) income, net (Note 24)	(3,962)		(3,646)	1,142,809
Income (loss) from continuing operations before income taxes	(20,000)	50,670	(132,312)	1,123,354
Income tax expense (Note 17)	51,193	50,555	63,195	22,611
Income (loss) from continuing operations	(71,193)	115	(195,507)	1,100,743
(Loss) income from discontinued operations, net of Tax (Note 25)	408		(2,735)	(86,802)
Net income (loss)	(70,785)	115	(198,242)	1,013,941
Less: Net income (loss) attributable to noncontrolling interest		(34,680)	(46,373)
Net income (loss) attributable to controlling interest	(70,785)	34,795	(151,869)	1,013,941
Less: Preferred stock dividends and accretion		19,833
Net income (loss) attributable to common and participating preferred stockholders	$ (70,785)	$ 14,962	$ (151,869)	$ 1,013,941
Basic income (loss) per common share attributable to controlling interest (Note 18):
Continuing operations	$ (0.55)	$ 0.07	$ (1.13)	$ 21.45
Discontinued operations			$ (0.02)	$ (1.69)
Net income (loss)	$ (0.55)	$ 0.07	$ (1.15)	$ 19.76
Diluted income (loss) per common share attributable to controlling interest (Note 18):
Continuing Operations	$ (0.55)	$ 0.04	$ (1.13)	$ 21.45
Discontinued operations			$ (0.02)	$ (1.69)
Net income (loss)	$ (0.55)	$ 0.04	$ (1.15)	$ 19.76

Consolidated Statements of Permanent Equity (Deficit) and Comprehensive Income (Loss) (USD $) In Thousands, except Share data	Total	Successor	Successor Common Stock	Successor Additional Paid-in Capital	Successor Accumulated Deficit	Successor Accumulated Other Comprehensive Income (Loss) (Note 14)	Successor Treasury Stock	Successor Total Stockholder's Equity (Deficit)	Successor Noncontrolling Interest	Predecessor	Predecessor Common Stock	Predecessor Additional Paid-in Capital	Predecessor Accumulated Deficit	Predecessor Accumulated Other Comprehensive Income (Loss) (Note 14)	Predecessor Treasury Stock	Predecessor Total Stockholder's Equity (Deficit)
Beginning balance at Sep. 30, 2008										$ (1,027,238)	$ 692	$ 674,370	$ (1,694,915)	$ 69,445	$ (76,830)	$ (1,027,238)
Beginning balance, shares at Sep. 30, 2008											52,775
Net income (loss)										1,013,941			1,013,941			1,013,941
Other unrealized gains and losses										9,817				9,817		9,817
Actuarial adjustments to pension plans (Note 15)										(1,160)				(1,160)		(1,160)
Adjustment to reverse the tax effects recorded in AOCI elements where a deferred tax valuation allowance exists on the corresponding assets and liabilities										5,104				5,104		5,104
Translation adjustment										(2,650)				(2,650)		(2,650)
Comprehensive income (loss)										1,025,052						1,025,052
Issuance of restricted stock, value											(1)	1
Issuance of restricted stock, shares											230
Forfeiture of restricted stock											(82)
Treasury stock purchases, value										(61)					(61)	(61)
Treasury stock purchases, shares											(185)
Stock compensation (Note 3 and 16)										2,636		2,636				2,636
Cancellation of the value of the predecessor company common stock pursuant to the company's plan of reorganization										(600,807)	(691)	(677,007)			76,891	(600,807)
Cancellation of the shares of the predecessor company common stock pursuant to the company's plan of reorganization											(52,738)
Elimination of predecessor company accumulated deficit and accumulated other comprehensive income upon emergence from the company's plan of reorganization										600,418			680,974	(80,556)		600,418
Issuance of new common stock in connection with the company's emergence from its plan of reorganization										725,096	1,296	723,800				725,096
Issuance of new common stock shares in connection with the company's emergence from its plan of reorganization											129,600
Ending balance at Aug. 30, 2009		725,096	1,296	723,800				725,096
Ending balance, shares at Aug. 30, 2009			129,600
Net income (loss)		(70,785)			(70,785)			(70,785)
Other unrealized gains and losses		851				851		851
Actuarial adjustments to pension plans (Note 15)		576				576		576
Adjustment to reverse the tax effects recorded in AOCI elements where a deferred tax valuation allowance exists on the corresponding assets and liabilities		(755)				(755)		(755)
Translation adjustment		5,896				5,896		5,896
Comprehensive income (loss)		(64,217)						(64,217)
Ending balance at Sep. 30, 2009		660,879	1,296	723,800	(70,785)	6,568		660,879
Beginning balance, shares at Sep. 30, 2009			129,600
Net income (loss)		(198,242)			(151,869)			(151,869)	(46,373)
Other unrealized gains and losses		(6,490)				(5,214)		(5,214)	(1,276)
Actuarial adjustments to pension plans (Note 15)		(18,882)				(10,985)		(10,985)	(7,897)
Adjustment to reverse the tax effects recorded in AOCI elements where a deferred tax valuation allowance exists on the corresponding assets and liabilities		(2,398)				(2,423)		(2,423)	25
Translation adjustment		12,596				126		126	12,470
Comprehensive income (loss)		(213,416)						(170,365)	(43,051)
Issuance of common stock in merger, value		575,203	883	574,320				575,203
Issuance of common stock in merger, shares			88,271
Issuance of restricted stock, value			41	(41)
Issuance of restricted stock, shares			4,056
Unvested restricted stock units, not issued or outstanding, value			(12)	12
Unvested restricted stock units, not issued or outstanding, shares			(1,171)
Treasury stock purchases, value		(2,207)					(2,207)	(2,207)
Stock compensation (Note 3 and 16)		16,710		14,032				14,032	2,678
Capital contributions from a principal stockholder		491		491				491
Retrospective adjustments for common control transactions as of June 16, 2010 (Note 1), value		140,167	(816)	(456,847)	72,345	6,733	2,207	(376,378)	516,545
Retrospective adjustments for common control transactions as of June 16, 2010 (Note 1), shares			(81,559)
Ending balance at Sep. 30, 2010	1,177,827	1,177,827	1,392	855,767	(150,309)	(5,195)		701,655	476,172
Ending balance, shares at Sep. 30, 2010			139,197
Net income (loss)		115			34,795			34,795	(34,680)
Unrealized investment gains, net		159,302				159,302		159,302
Non-credit related other-than-temporary impairments		191				191		191
Other unrealized gains and losses		4,759				2,475		2,475	2,284
Actuarial adjustments to pension plans (Note 15)		(5,564)				(3,548)		(3,548)	(2,016)
Adjustment to reverse the tax effects recorded in AOCI elements where a deferred tax valuation allowance exists on the corresponding assets and liabilities		2,706				1,449		1,449	1,257
Translation adjustment		(10,115)				(4,909)		(4,909)	(5,206)
Comprehensive income (loss)		151,394						189,755	(38,361)
Issuance of subsidiary stock, net		23,849		(1,789)		(318)		(2,107)	25,956
Exercise of stock options, value		417	1	416				417
Exercise of stock options, shares			149
Stock compensation (Note 3 and 16)		30,505		16,573				16,573	13,932
Capital contributions from a principal stockholder		1,716		1,716				1,716
Preferred stock dividends and accretion		(19,833)			(19,833)			(19,833)
Ending balance at Sep. 30, 2011	$ 1,365,875	$ 1,365,875	$ 1,393	$ 872,683	$ (135,347)	$ 149,448		$ 888,177	$ 477,698
Ending balance, shares at Sep. 30, 2011			139,346

Consolidated Statements of Cash Flows (USD $) In Thousands, unless otherwise specified	1 Months Ended	12 Months Ended		11 Months Ended
	Sep. 30, 2009 Successor	Sep. 30, 2011 Successor	Sep. 30, 2010 Successor	Aug. 30, 2009 Predecessor
Cash flows from operating activities:
Net income (loss)	$ (70,785)	$ 115	$ (198,242)	$ 1,013,941
(Loss) income from discontinued operations, net of Tax (Note 25)	408		(2,735)	(86,802)
Income (loss) from continuing operations	(71,193)	115	(195,507)	1,100,743
Adjustments to reconcile income (loss) from continuing operations to net cash provided by continuing operating activities:
Bargain purchase gain from business acquisition		(151,077)
Depreciation of properties	5,158	47,156	54,841	36,745
Amortization of intangibles	3,513	46,580	45,920	19,099
Stock-based compensation		30,505	16,710	2,636
Impairment of goodwill and intangibles		32,450		34,391
Amortization of debt issuance costs	314	14,968	9,030	13,338
Amortization of debt discount	2,861	5,386	18,302
Write off of debt issuance costs on retired debt		15,420	6,551	2,358
Write off of unamortized discount on retired debt		8,950	59,162
Deferred income taxes	3,498	(16,119)	52,612	22,046
Cost of trading securities acquired for resale		(770,955)
Proceeds from trading security sold		757,265
Interest credited/index credits to contractholder account balances		140,004
Call option collateral		(148,420)
Amortization of fixed maturity discounts and premiums		59,937
Net recognized losses on investments and derivatives		181,105
Charges assessed to contractholders for mortality and administration		(28,358)
Deferred policy acquisition costs		(41,152)
Cash transferred to reinsurer		(52,585)
Non-cash goodwill adjustment due to release of valuation allowance	47,443
Fresh-start reporting adjustments				(1,087,566)
Gain on cancelation of debt				(146,555)
Administrative related reorganization items	3,962		3,646	91,312
Payments for administrative related reorganization items			(47,173)
Non-cash increase to cost of goods sold due to fresh-start reporting inventory valuation			34,865
Non-cash interest expense on 12% Notes			24,555
Non-cash restructuring and related charges	1,299	15,143	16,359	28,368
Changes in operating assets and liabilities:
Receivables	5,699	12,969	12,702	68,203
Inventories	48,995	96,406	(66,127)	9,004
Prepaid expenses and other current assets	1,256	(14,474)	1,435	5,131
Accrued investment income		1,674
Reinsurance recoverable		(39,446)
Accounts payable and accrued and other current liabilities	22,438	(23,875)	88,594	(80,463)
Future policy benefits		(6,337)
Liability for policy and contract claims		(3,750)
Other operating	(6,565)	(16,380)	(74,019)	(88,996)
Net cash provided by continuing operating activities	68,678	153,105	62,458	29,794
Net cash provided by (used in) discontinued operating activities	6,273		(11,221)	(28,187)
Net cash provided by operating activities	74,951	153,105	51,237	1,607
Cash flows from investing activities:
Cost of investments acquired		(1,808,999)	(3,989)
Proceeds from investments sold, matured or repaid		1,699,919	30,094
Acquisitions, net of cash acquired		684,417	(2,577)	(8,460)
Capital expenditures	(2,718)	(38,250)	(40,374)	(8,066)
Cash acquired in common control transaction			65,780
Proceeds from sales of assets	71	7,240	388	379
Other investing activities, net		(12,365)
Net cash provided by (used in) investing activities of continuing operations	(2,647)	531,962	49,322	(16,147)
Net cash used in investing activities of discontinued operations				(855)
Net cash provided by (used in) investing activities	(2,647)	531,962	49,322	(17,002)
Cash flows from financing activities:
Proceeds from senior secured notes		498,459
Proceeds from preferred stock issuance, net of issuance costs		385,973
Proceeds from new senior credit facilities, excluding new revolving credit facility, net of discount			1,474,755
Payment of extinguished senior credit facilities, excluding old revolving credit facility		(224,763)	(1,278,760)
Reduction of other debt	(4,603)		(8,456)	(120,583)
Proceeds from other debt financing		5,788	13,688
Debt issuance costs, net of refund	(287)	(28,823)	(55,024)	(17,199)
Revolving credit facility activity	(31,775)		(33,225)	65,000
(Payments of) proceeds from supplemental loan			(45,000)	45,000
Prepayment penalty		(5,653)
Contractholder account deposits		494,956
Contractholder account withdrawals		(959,961)
Other financing activities, net		28,576	(1,716)	(61)
Net cash provided by (used in) financing activities	(36,665)	194,552	66,262	(27,843)
Effect of exchange rate changes on cash and cash equivalents	1,002	909	258	(376)
Effect of exchange rate changes on cash and cash equivalents due to Venezuela hyperinflation			(8,048)
Net increase (decrease) in cash and cash equivalents	36,641	880,528	159,031	(43,614)
Cash and cash equivalents at beginning of period	61,159	256,831	97,800	104,773
Cash and cash equivalents at end of period	97,800	1,137,359	256,831	61,159
Cash and cash equivalents - Consumer Products and Other	97,800	321,352	256,831	61,159
Cash and cash equivalents - Insurance	0	816,007	0	0
Total cash and cash equivalents at end of period	97,800	1,137,359	256,831	61,159
Supplemental disclosures of cash flow information:
Cash paid for interest	5,828	190,171	136,429	158,380
Cash paid for income taxes, net	$ 1,336	$ 37,171	$ 36,951	$ 18,768

Basis of Presentation and Nature of Operations

12 Months Ended

Sep. 30, 2011

Basis of Presentation and Nature of Operations [Abstract]

Basis of Presentation and Nature of Operations


(1)	Basis of Presentation and Nature of Operations

Harbinger Group Inc. (“HGI” and, prior to June 16, 2010, its accounting predecessor as described below, collectively with their respective subsidiaries, the “Company”) is a diversified holding company, the outstanding common stock of which is 93.2% owned, collectively, by Harbinger Capital Partners Master Fund I, Ltd. (the “Master Fund”), Global Opportunities Breakaway Ltd. and Harbinger Capital Partners Special Situations Fund, L.P. (together, the “Principal Stockholders”), not giving effect to the conversion rights of the Series A Participating Convertible Preferred Stock (the “Series A Preferred Stock”) or the Series A-2 Participating Convertible Preferred Stock (the “Series A-2 Preferred Stock”, together the “Preferred Stock”) discussed in Note 13. Such common stock ownership by the Principal Stockholders represents a voting interest of 69% in relation to the existing voting rights of all HGI’s common and preferred stockholders. HGI’s shares of common stock trade on the New York Stock Exchange (“NYSE”) under the symbol “HRG.”

HGI is focused on obtaining controlling equity stakes in companies that operate across a diversified set of industries and growing acquired businesses. The Company has identified the following six sectors in which it intends to primarily pursue investment opportunities: consumer products, insurance and financial products, telecommunications, agriculture, power generation and water and natural resources. The Company may also make investments in other sectors. In addition to acquiring controlling equity interests, HGI may make investments in debt instruments and acquire minority equity interests in companies and expand operating businesses. The Company also owns 97.9% of Zap.Com, a public shell company that may seek assets or businesses to acquire.

On January 7, 2011, HGI completed the acquisition (the “Spectrum Brands Acquisition”) of a controlling financial interest in Spectrum Brands Holdings, Inc. (“Spectrum Brands”) under the terms of a contribution and exchange agreement (the “Exchange Agreement”) with the Principal Stockholders. The Principal Stockholders contributed approximately 54.5% of the then outstanding Spectrum Brands common stock to the Company and, in exchange for such contribution, the Company issued to the Principal Stockholders 119,910 shares of its common stock. Subsequently, on July 20, 2011 and July 29, 2011, the Principal Stockholders sold approximately 5,495 and 824 shares, respectively, of the Spectrum Brands common stock they held and Spectrum Brands sold approximately 1,000 and 150 newly-issued shares, respectively, of its common stock in a public offering. As of September 30, 2011, the Company’s and the Principal Stockholders’ ownership of the outstanding common stock of Spectrum Brands was 53.1% and 0.3%, respectively.

Spectrum Brands is a global branded consumer products company with leading market positions in seven major product categories: consumer batteries, small appliances, pet supplies, home and garden control, electric shaving and grooming, electric personal care and portable lighting products. Spectrum Brands is a leading worldwide marketer of alkaline, zinc carbon, hearing aid and rechargeable batteries, battery-powered lighting products, branded small appliances, electric shavers and accessories, grooming products and hair care appliances, aquariums and aquatic health supplies, specialty pet supplies, insecticides, repellants and herbicides.

Spectrum Brands was formed in connection with the combination (the “SB/RH Merger”) of Spectrum Brands, Inc. (“SBI”), a global branded consumer products company, and Russell Hobbs, Inc. (“Russell Hobbs”), a global branded small appliance company. The SB/RH Merger was consummated on June 16, 2010. As a result of the SB/RH Merger, both SBI and Russell Hobbs are wholly-owned subsidiaries of Spectrum Brands and Russell Hobbs is a wholly-owned subsidiary of SBI. Prior to the SB/RH Merger, the Principal Stockholders owned approximately 40% and 100% of the outstanding common stock of SBI and Russell Hobbs, respectively. Spectrum Brands issued an approximately 65% controlling financial interest to the Principal Stockholders and an approximately 35% noncontrolling financial interest to other stockholders (other than the Principal Stockholders) in the SB/RH Merger. Spectrum Brands trades on the NYSE under the symbol “SPB.”

Immediately prior to the Spectrum Brands Acquisition, the Principal Stockholders held controlling financial interests in both HGI and Spectrum Brands. As a result, the Spectrum Brands Acquisition is considered a transaction between entities under common control under Accounting Standards Codification (“ASC”) Topic 805, “Business Combinations,” and is accounted for similar to the pooling of interest method. In accordance with the guidance in ASC Topic 805, the assets and liabilities transferred between entities under common control are recorded by the receiving entity based on their carrying amounts (or at the historical cost basis of the parent, if these amounts differ). Although HGI was the issuer of shares in the Spectrum Brands Acquisition, during the historical periods presented Spectrum Brands was an operating business and HGI was not. Therefore, Spectrum Brands has been reflected as the predecessor and receiving entity in the Company’s financial statements to provide a more meaningful presentation of the transaction to the Company’s stockholders. Accordingly, the Company’s financial statements were retrospectively adjusted to reflect as the Company’s historical financial statements, those of SBI prior to June 16, 2010 and the combination of Spectrum Brands, HGI and HGI’s other subsidiaries thereafter. HGI’s assets and liabilities have been recorded at the Principal Stockholders’ basis as of June 16, 2010, the date that common control was first established. As SBI was the accounting acquirer in the SB/RH Merger, the financial statements of SBI are included as the Company’s predecessor entity for periods preceding the June 16, 2010 date of the SB/RH Merger. In connection with the Spectrum Brands Acquisition, the Company changed its fiscal year end from December 31 to September 30 to conform to the fiscal year end of Spectrum Brands.

On February 3, 2009, SBI and each of its wholly-owned U.S. subsidiaries (collectively, the “Debtors”) filed voluntary petitions (the “Bankruptcy Cases”) under Chapter 11 of the U.S. Bankruptcy Code (the “Bankruptcy Code”) in the U.S. Bankruptcy Court (the “Bankruptcy Filing”) for the Western District of Texas. On August 28, 2009 (the “Effective Date”) the Debtors emerged from Chapter 11 of the Bankruptcy Code. SBI adopted fresh-start reporting as of a convenience date of August 30, 2009. The term “Predecessor” refers only to SBI prior to the Effective Date and the term “Successor” refers to the Company for the periods subsequent to the Effective Date.

As discussed further in Note 22, on April 6, 2011 (the “FGL Acquisition Date”), the Company acquired Fidelity & Guaranty Life Holdings, Inc. (formerly, Old Mutual U.S. Life Holdings, Inc.), a Delaware corporation (“FGL”), from OM Group (UK) Limited (“OMGUK”). Such acquisition (the “FGL Acquisition”) has been accounted for using the acquisition method of accounting. Accordingly, the results of FGL’s operations have been included in the Company’s consolidated financial statements commencing April 6, 2011.

FGL’s primary business is the sale of individual life insurance products and annuities through independent agents, managing general agents, and specialty brokerage firms and in selected institutional markets. FGL’s principal products are deferred annuities (including fixed indexed annuity (“FIA”) contracts), immediate annuities and life insurance products. FGL markets products through its wholly-owned insurance subsidiaries, Fidelity & Guaranty Life Insurance Company (“FGL Insurance”) and Fidelity & Guaranty Life Insurance Company of New York (“FGL NY Insurance”), which together are licensed in all fifty states and the District of Columbia.

The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”).

- Definition

The entire disclosure for organization, consolidation and basis of presentation of financial statements disclosure.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 205

-SubTopic 10

-Section 50

-Paragraph 1

-URI http://asc.fasb.org/extlink&oid=6359566&loc=d3e326-107755

Reference 2: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 720

-SubTopic 15

-URI http://asc.fasb.org/subtopic&trid=2122524

Reference 3: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name FASB Staff Position (FSP)

-Number FAS140-4/FIN46(R)-8

-Paragraph 8, C1, C7

-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 4: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 275

-SubTopic 10

-URI http://asc.fasb.org/subtopic&trid=2134480

Reference 5: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 810

-SubTopic 10

-Section 50

-Paragraph 8

-URI http://asc.fasb.org/extlink&oid=6970148&loc=SL6228881-111685

Reference 6: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 205

-SubTopic 10

-URI http://asc.fasb.org/subtopic&trid=2122150

Reference 7: http://www.xbrl.org/2003/role/presentationRef

-Publisher AICPA

-Name Accounting Research Bulletin (ARB)

-Number 51

-Paragraph 2-6

-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 8: http://www.xbrl.org/2003/role/presentationRef

-Name Statement of Position (SOP)

-Publisher AICPA

-Number 94-6

-Paragraph 10

-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 9: http://www.xbrl.org/2003/role/presentationRef

-Name FASB Interpretation (FIN)

-Publisher FASB

-Number 46R

-Paragraph 4, 14, 15

-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 10: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 235

-SubTopic 10

-Section 50

-Paragraph 3

-URI http://asc.fasb.org/extlink&oid=6367646&loc=d3e18780-107790

Reference 11: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 205

-SubTopic 10

-Section 45

-Paragraph 3

-URI http://asc.fasb.org/extlink&oid=6359553&loc=d3e288-107754

Reference 12: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 810

-SubTopic 10

-URI http://asc.fasb.org/subtopic&trid=2197480

Reference 13: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 810

-SubTopic 10

-Section 50

-Paragraph 1

-URI http://asc.fasb.org/extlink&oid=6921930&loc=d3e5614-111684

Reference 14: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 915

-SubTopic 235

-Section 50

-Paragraph 1

-URI http://asc.fasb.org/extlink&oid=6472506&loc=d3e38932-110933

Reference 15: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 852

-SubTopic 10

-URI http://asc.fasb.org/subtopic&trid=2209116

Reference 16: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 272

-SubTopic 10

-Section 50

-Paragraph 3

-URI http://asc.fasb.org/extlink&oid=6373374&loc=d3e70478-108055

+ Details

Significant Accounting Policies and Practices

12 Months Ended

Sep. 30, 2011

Significant Accounting Policies and Practices [Abstract]

Significant Accounting Policies and Practices


(2)	Significant Accounting Policies and Practices

Consolidation and Fiscal Year End

The accompanying consolidated financial statements include the accounts of HGI and all other entities in which HGI has a controlling financial interest (none of which are variable interest entities); including Spectrum Brands (and SBI as its accounting predecessor prior to the SB/RH Merger), FGL, HGI Funding LLC (“HGI Funding”), Zap.Com Corporation (“Zap.Com”), and certain wholly-owned non-operating subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. The non-controlling interest component of total equity represents the 46.9% share of Spectrum Brands and the 2.1% share of Zap.Com not owned by HGI. The Company’s fiscal year ends September 30 and its interim fiscal quarters end every thirteenth Sunday, except for its first fiscal quarter which may end on the fourteenth Sunday following September 30. References herein to Fiscal 2011, 2010 and 2009 refer to the fiscal years ended September 30, 2011, 2010 and 2009.

Segment Reporting

The Company follows the accounting guidance which establishes standards for reporting information about operating segments in annual financial statements and related disclosures about products and services, geographic areas and major customers. The Company’s reportable business segments are organized in a manner that reflects how HGI’s management views those business activities subsequent to the Spectrum Brands Acquisition and the FGL Acquisition. Accordingly, for purposes of the consolidated financial statement information of HGI presented herein, the Company operated in two segments, consumer products and, commencing April 6, 2011, insurance.

Revenue Recognition

Net Sales

The Company recognizes revenue from product sales generally upon delivery to the customer or the shipping point in situations where the customer picks up the product or where delivery terms so stipulate. This represents the point at which title and all risks and rewards of ownership of the product are passed, provided that: there are no uncertainties regarding customer acceptance; there is persuasive evidence that an arrangement exists; the price to the buyer is fixed or determinable; and collectability is deemed reasonably assured. The Company generally is not obligated to allow for, and it’s general policy is not to accept, product returns for battery sales. The Company does accept returns in specific instances related to its batteries, shaving, grooming, personal care, home and garden, small appliances and pet products. The provision for customer returns is based on historical sales and returns and other relevant information. The Company estimates and accrues the cost of returns, which are treated as a reduction of “Net sales.”

The Company enters into various promotional arrangements, primarily with retail customers, including arrangements entitling such retailers to cash rebates from the Company based on the level of their purchases, which require the Company to estimate and accrue the estimated costs of the promotional programs. These costs are treated as a reduction of “Net sales.”

The Company also enters into promotional arrangements that target the ultimate consumer. The costs associated with such arrangements are treated as either a reduction of “Net sales” or an increase of “Cost of goods sold”, based on the type of promotional program. The income statement presentation of the Company’s promotional arrangements complies with ASC Topic 605, “Revenue Recognition.” For all types of promotional arrangements and programs, the Company monitors its commitments and uses various measures, including past experience, to determine amounts to be recorded for the estimate of the earned, but unpaid, promotional costs. The terms of the Company’s customer-related promotional arrangements and programs are tailored to each customer and are documented through written contracts, correspondence or other communications with the individual customers.

The Company also enters into various arrangements, primarily with retail customers, which require the Company to make upfront cash, or “slotting” payments, in order to secure the right to distribute through such customers. The Company capitalizes slotting payments; provided the payments are supported by a time or volume based arrangement with the retailer, and amortizes the associated payment over the appropriate time or volume based term of the arrangement. The amortization of slotting payments is treated as a reduction in “Net sales” and a corresponding asset is reported in “Deferred charges and other assets” in the accompanying Consolidated Balance Sheets.

Insurance Premiums

FGL’s insurance premiums for traditional life insurance products are recognized as revenue when due from the contractholder. FGL’s traditional life insurance products include those products with fixed and guaranteed premiums and benefits and consist primarily of term life insurance and certain annuities with life contingencies.

Premium collections for fixed index and fixed rate annuities and immediate annuities without life contingency are reported as deposit liabilities (i.e., contractholder funds) instead of as revenues. Similarly, cash payments to policyholders are reported as decreases in the liability for contractholder funds and not as expenses. Sources of revenues for products accounted for as deposit liabilities are net investment income, surrender and other charges deducted from contractholder funds, and net realized gains (losses) on investments.

Net Investment Income

Dividends and interest income of FGL, recorded in “Net investment income,” are recognized when earned. Amortization of premiums and accretion of discounts on investments in fixed maturity securities are reflected in “Net investment income” over the contractual terms of the investments in a manner that produces a constant effective yield.

For mortgage-backed securities, included in the fixed maturity available-for-sale securities portfolios, FGL recognizes income using a constant effective yield based on anticipated prepayments and the estimated economic life of the securities. When actual prepayments differ significantly from originally anticipated prepayments, the effective yield is recalculated prospectively to reflect actual payments to date plus anticipated future payments. Any adjustments resulting from changes in effective yield are reflected in “Net investment income.”

Net Investment Losses

Net investment losses include realized gains and losses of FGL from the sale of investments, write-downs for other-than-temporary impairments of available-for-sale investments, and gains and losses on derivative investments. For the insurance segment, realized gains and losses on the sale of investments are determined using the specific identification method.

Product Fees

Product fee revenue from universal life insurance (“UL”) products and deferred annuities is comprised of policy and contract fees charged for the cost of insurance, policy administration and is assessed on a monthly basis and recognized as revenue when assessed and earned. Product fee revenue also includes surrender charges which are recognized and collected when the policy is surrendered.

Cash Equivalents

The Company considers all highly liquid debt instruments purchased with original maturities of three months or less to be cash equivalents.

Investments

Consumer Products and Other

HGI’s short-term investments consist of (1) marketable equity and debt securities classified as trading and carried at fair value with unrealized gains and losses recognized in earnings, including certain securities for which the Company has elected the fair value option under ASC Topic 825, Financial Instruments, which would otherwise have been classified as available-for-sale, and (2) U.S. Treasury securities and a certificate of deposit classified as held to maturity and carried at amortized cost, which approximates fair value.

Insurance

FGL’s investments in debt and equity securities have been designated as available-for-sale and are carried at fair value with unrealized gains and losses included in “Accumulated other comprehensive income (loss)” (“AOCI”), net of associated intangibles “shadow adjustments” (discussed in Note 10) and deferred income taxes.

Available-for-sale Securities — Evaluation for Recovery of Amortized Cost

FGL regularly reviews its available-for-sale securities for declines in fair value that FGL determines to be other-than-temporary. For an equity security, if FGL does not have the ability and intent to hold the security for a sufficient period of time to allow for a recovery in value, FGL concludes that an other-than-temporary impairment has occurred and the cost of the equity security is written down to the current fair value, with a corresponding charge to investment losses on the Company’s Consolidated Statements of Operations. When assessing FGL’s ability and intent to hold an equity security to recovery, FGL considers, among other things, the severity and duration of the decline in fair value of the equity security as well as the cause of the decline, a fundamental analysis of the liquidity, business prospects and the overall financial condition of the issuer.

For FGL’s fixed maturity available-for-sale securities, FGL generally considers the following in determining whether FGL’s unrealized losses are other than temporarily impaired:


•	The estimated range and period until recovery;

•	Current delinquencies and nonperforming assets of underlying collateral;

•	Expected future default rates;

•	Collateral value by vintage, geographic region, industry concentration or property type;

•	Subordination levels or other credit enhancements as of the balance sheet date as compared to origination; and

•	Contractual and regulatory cash obligations.

FGL recognizes other-than-temporary impairment’s on debt securities in an unrealized loss position when one of the following circumstances exists:


•	FGL does not expect full recovery of its amortized cost based on the estimate of cash flows expected to be collected;

•	FGL intends to sell a security; or

•	It is more likely than not that FGL will be required to sell a security prior to recovery.

If FGL intends to sell a debt security or it is more likely than not FGL will be required to sell the security before recovery of its amortized cost basis and the fair value of the security is below amortized cost, FGL will conclude that an other-than-temporary impairment has occurred and the amortized cost is written down to current fair value, with a corresponding charge to “Net investment losses” in the accompanying Consolidated Statement of Operations. If FGL does not intend to sell a debt security or it is more likely than not FGL will not be required to sell a debt security before recovery of its amortized cost basis and the present value of the cash flows expected to be collected is less than the amortized cost of the security (referred to as the credit loss), an other-than-temporary impairment has occurred and the amortized cost is written down to the estimated recovery value with a corresponding charge to “Net investment losses” in the accompanying Consolidated Statement of Operations, as this amount is deemed the credit loss portion of the other-than-temporary impairment. The remainder of the decline to fair value is recorded in AOCI as unrealized other-than-temporary impairment on available-for-sale securities, as this amount is considered a non-credit (i.e., recoverable) impairment.

When assessing FGL’s intent to sell a debt security or if it is more likely than not FGL will be required to sell a debt security before recovery of its cost basis, FGL evaluates facts and circumstances such as, but not limited to, decisions to reposition FGL’s security portfolio, sale of securities to meet cash flow needs and sales of securities to capitalize on favorable pricing. In order to determine the amount of the credit loss for a security, FGL calculates the recovery value by performing a discounted cash flow analysis based on the current cash flows and future cash flows FGL expects to recover. The discount rate is the effective interest rate implicit in the underlying security. The effective interest rate is the original purchased yield or the yield at the date the debt security was previously impaired.

When evaluating mortgage-backed securities and asset-backed securities, FGL considers a number of pool-specific factors as well as market level factors when determining whether or not the impairment on the security is temporary or other-than-temporary. The most important factor is the performance of the underlying collateral in the security and the trends of that performance. FGL uses this information about the collateral to forecast the timing and rate of mortgage loan defaults, including making projections for loans that are already delinquent and for those loans that are currently performing but may become delinquent in the future. Other factors used in this analysis include type of underlying collateral (e.g., prime, Alternative A-paper (“Alt-A”), or subprime), geographic distribution of underlying loans and timing of liquidations by state. Once default rates and timing assumptions are determined, FGL then makes assumptions regarding the severity of a default if it were to occur. Factors that impact the severity assumption include expectations for future home price appreciation or depreciation, loan size, first lien versus second lien, existence of loan level private mortgage insurance, type of occupancy and geographic distribution of loans. Once default and severity assumptions are determined for the security in question, cash flows for the underlying collateral are projected including expected defaults and prepayments. These cash flows on the collateral are then translated to cash flows on FGL’s tranche based on the cash flow waterfall of the entire capital security structure. If this analysis indicates the entire principal on a particular security will not be returned, the security is reviewed for other-than-temporary impairment by comparing the present value of expected cash flows to amortized cost. To the extent that the security has already been impaired or was purchased at a discount, such that the amortized cost of the security is less than or equal to the present value of cash flows expected to be collected, no impairment is required. FGL also considers the ability of monoline insurers to meet their contractual guarantees on wrapped mortgage-backed securities. Otherwise, if the amortized cost of the security is greater than the present value of the cash flows expected to be collected, then an impairment is recognized.

Derivative Financial Instruments

Consumer Products and Other

Derivative financial instruments are used by the Company’s consumer products segment principally in the management of its interest rate, foreign currency and raw material price exposures. When hedge accounting is elected at inception, the Company formally designates the financial instrument as a hedge of a specific underlying exposure if such criteria are met, and documents both the risk management objectives and strategies for undertaking the hedge. The Company formally assesses, both at the inception and at least quarterly thereafter, whether the financial instruments that are used in hedging transactions are effective at offsetting changes in the forecasted cash flows of the related underlying exposure. Because of the high degree of effectiveness between the hedging instrument and the underlying exposure being hedged, fluctuations in the value of the derivative instruments are generally offset by changes in the forecasted cash flows of the underlying exposures being hedged. Any ineffective portion of a financial instrument’s change in fair value is immediately recognized in earnings. For derivatives that are not designated as cash flow hedges, or do not qualify for hedge accounting treatment, the change in the fair value is also immediately recognized in earnings.

As of September 30, 2011, the Company had outstanding Preferred Stock that contained a conversion feature (see Note 13). If the Company were to issue certain equity securities at a price lower than the conversion price of the respective Preferred Stock, the conversion price would be adjusted downward to reflect the dilutive effect of the newly issued securities (a “down round” provision). Therefore, in accordance with the guidance in ASC Topic 815, “Derivatives and Hedging,” the conversion feature is considered to be an embedded derivative that must be separately accounted for as a liability at fair value with any changes in fair value reported in current earnings. The embedded derivative has been bifurcated from the host contract, marked to fair value and included in “Equity conversion feature of preferred stock” in the “Consumer Products and Other” sections of the accompanying Consolidated Balance Sheet as of September 30, 2011 with the change in fair value included as a component of “Other (expense) income, net” in the Consolidated Statement of Operations. The Company valued the conversion feature using the Monte Carlo simulation approach, which utilizes various inputs including the Company’s stock price, volatility, risk free rate and discount yield.

Insurance

The Company’s insurance segment hedges certain portions of its exposure to product related equity market risk by entering into derivative transactions. All of such derivative instruments are recognized as either assets or liabilities in the accompanying Consolidated Balance Sheet at fair value. The change in fair value is recognized within “Net investment losses” in the accompanying Consolidated Statement of Operations.

FGL purchases and issues financial instruments and products that may contain embedded derivative instruments. If it is determined that the embedded derivative possesses economic characteristics that are not clearly and closely related to the economic characteristics of the host contract, and a separate instrument with the same terms would qualify as a derivative instrument, the embedded derivative is bifurcated from the host contract for measurement purposes. The embedded derivative is carried at fair value with changes in fair value reported in the accompanying Consolidated Statement of Operations.

Displays and Fixtures

Temporary displays are generally disposable cardboard displays shipped to customers to facilitate display of the Company’s products. Temporary displays are generally disposed of after a single use by the customer.

Permanent fixtures are more permanent in nature, are generally made from wire or other longer-lived materials, and are shipped to customers for use in displaying the Company’s products. These permanent fixtures are restocked with the Company’s product multiple times over the fixture’s useful life.

The costs of both temporary and permanent displays are capitalized as a prepaid asset and are included in “Prepaid expenses and other current assets” in the accompanying Consolidated Balance Sheets. The costs of temporary displays are expensed in the period in which they are shipped to customers and the costs of permanent fixtures are amortized over an estimated useful life of one to two years from the date they are shipped to customers and are reflected in “Deferred charges and other assets” in the accompanying Consolidated Balance Sheets.

Inventories

The Company’s inventories are valued at the lower of cost or market. Cost of inventories is determined using the first-in, first-out (FIFO) method.

Properties

Properties are recorded at cost or at fair value if acquired in a purchase business combination. Depreciation on plant and equipment is calculated on the straight-line method over the estimated useful lives of the assets. Building and improvements depreciable lives are 20-40 years and machinery, equipment and other depreciable lives are 2-15 years.

Properties held under capitalized leases are amortized on a straight-line basis over the shorter of the lease term or estimated useful life of the asset.

The Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The Company evaluates recoverability of assets to be held and used by comparing the carrying amount of an asset to future net cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or fair value less costs to sell.

Goodwill and Intangibles

Consumer Products

Intangible assets are recorded at cost or at fair value if acquired in a purchase business combination. In connection with fresh-start reporting, intangible assets were recorded at their estimated fair value on August 30, 2009. Customer lists, proprietary technology and certain trade name intangibles are amortized, using the straight-line method, over their estimated useful lives of approximately 4 to 20 years. Excess of cost over fair value of net assets acquired (goodwill) and indefinite-lived intangible assets (certain trade name intangibles) are not amortized. Goodwill is tested for impairment at least annually, at the reporting unit level. If impairment is indicated, a write-down to fair value (normally measured by discounting estimated future cash flows) is recorded. Indefinite-lived trade name intangibles are tested for impairment at least annually by comparing the fair value, determined using a relief from royalty methodology, with the carrying value. Any excess of carrying value over fair value is recognized as an impairment loss in income from operations. ASC Topic 350, “Intangibles-Goodwill and Other,” (“ASC 350”) requires that goodwill and indefinite-lived intangible assets be tested for impairment annually, or more often if an event or circumstance indicates that an impairment loss may have been incurred. Spectrum Brands’ management uses its judgment in assessing whether assets may have become impaired between annual impairment tests. Indicators such as unexpected adverse business conditions, economic factors, unanticipated technological change or competitive activities, loss of key personnel, and acts by governments and courts may signal that an assets has become impaired. During Fiscal 2011, Fiscal 2010 and the period from October 1, 2008 through August 30, 2009, Spectrum Brands’ goodwill and trade name intangibles were tested for impairment as of the August financial period end, the annual testing date for Spectrum Brands, as well as in certain interim periods where an event or circumstance occurred that indicated an impairment loss may have been incurred (see Note 10).

Intangibles with Indefinite Lives

In accordance with ASC Topic 360, “Property, Plant and Equipment” (“ASC 360”) and ASC 350, in addition to its annual impairment testing Spectrum Brands conducts goodwill and trade name intangible asset impairment testing if an event or circumstance (“triggering event”) occurs that indicates an impairment loss may have been incurred. Spectrum Brands’ management uses its judgment in assessing whether assets may have become impaired between annual impairment tests. Indicators such as unexpected adverse business conditions, economic factors, unanticipated technological change or competitive activities, loss of key personnel, and acts by governments and courts may signal that an asset has become impaired.

Intangibles with Definite or Estimable Useful Lives

Spectrum Brands assesses the recoverability of intangible assets with definite or estimable useful lives whenever an event or circumstance occurs that indicates an impairment loss may have been incurred. Spectrum Brands assesses the recoverability of these intangible assets by determining whether their carrying value can be recovered through projected undiscounted future cash flows. If projected undiscounted future cash flows indicate that the carrying value of the assets will not be recovered, an adjustment would be made to reduce the carrying value to an amount equal to estimated fair value determined based on projected future cash flows discounted at Spectrum Brands’ incremental borrowing rate. The cash flow projections used in estimating fair value are based on historical performance and management’s estimate of future performance, giving consideration to existing and anticipated competitive and economic conditions.

Impairment reviews are conducted at the judgment of management when it believes that a change in circumstances in the business or external factors warrants a review. Circumstances such as the discontinuation of a product or product line, a sudden or consistent decline in the sales forecast for a product, changes in technology or in the way an asset is being used, a history of operating or cash flow losses, or an adverse change in legal factors or in the business climate, among others, may trigger an impairment review.

Insurance

Intangible assets of the Company’s insurance segment include value of business acquired (“VOBA”) and deferred acquisition costs (“DAC”).

VOBA represents the estimated fair value of the right to receive future net cash flows from in-force contracts in a life insurance company acquisition at the acquisition date. DAC represents costs that are related directly to new or renewal insurance contracts, which may be deferred to the extent recoverable. These costs include incremental direct costs of contract acquisition, primarily commissions, as well as certain costs related directly to underwriting, policy issuance and processing. Up front bonus credits to policyholder account values, which are considered to be deferred sales inducements (“DSI”), are accounted for similarly to DAC.

The methodology for determining the amortization of VOBA and DAC varies by product type. For all insurance contracts, amortization is based on assumptions consistent with those used in the development of the underlying contract adjusted for emerging experience and expected trends. US GAAP requires that assumptions for these types of products not be modified unless recoverability testing deems them to be inadequate. VOBA and DAC amortization are reported within “Amortization of intangibles” in the Consolidated Statements of Operations.

VOBA and DAC for UL and investment-type products are generally amortized over the lives of the policies in relation to the incidence of estimated gross profits (“EGPs”) from investment income, surrender charges and other product fees, policy benefits, maintenance expenses, mortality net of reinsurance ceded and expense margins, and actual realized gains (losses) on investments.

Changes in assumptions can have a significant impact on VOBA and DAC balances and amortization rates. Due to the relative size and sensitivity to minor changes in underlying assumptions of VOBA and DAC balances, FGL performs quarterly and annual analyses of VOBA and DAC for the annuity and life businesses, respectively. The VOBA and DAC balances are also periodically evaluated for recoverability to ensure that the unamortized portion does not exceed the expected recoverable amounts. At each evaluation date, actual historical gross profits are reflected, and estimated future gross profits and related assumptions are evaluated for continued reasonableness. Any adjustment in estimated future gross profits requires that the amortization rate be revised (“unlocking”) retroactively to the date of the policy or contract issuance. The cumulative unlocking adjustment is recognized as a component of current period amortization. In general, sustained increases in investment, mortality, and expense margins, and thus estimated future profits, lower the rate of amortization. However, sustained decreases in investment, mortality, and expense margins, and thus estimated future gross profits, increase the rate of amortization.

The carrying amounts of VOBA and DAC are adjusted for the effects of realized and unrealized gains and losses on debt securities classified as available-for-sale and certain derivatives and embedded derivatives. Amortization expense of VOBA and DAC reflects an assumption for an expected level of credit-related investment losses. When actual credit-related investment losses are realized, FGL performs a retrospective unlocking of VOBA and DAC amortization as actual margins vary from expected margins. This unlocking is reflected in the Consolidated Statements of Operations.

For annuity, UL, and investment-type products, the VOBA and DAC assets are adjusted for the impact of unrealized gains (losses) on investments as if these gains (losses) had been realized, with corresponding credits or charges included in accumulated other comprehensive income.

Reinsurance

FGL’s insurance subsidiaries enter into reinsurance agreements with other companies in the normal course of business. The assets, liabilities, premiums and benefits of certain reinsurance contracts are presented on a net basis in the Consolidated Balance Sheet and Consolidated Statement of Operations, respectively, when there is a right of offset explicit in the reinsurance agreements. All other reinsurance agreements are reported on a gross basis in the Company’s Consolidated Balance Sheet as an asset for amounts recoverable from reinsurers or as a component of other liabilities for amounts, such as premiums, owed to the reinsurers, with the exception of amounts for which the right of offset also exists. Premiums, benefits and DAC are reported net of insurance ceded.

Debt Issuance Costs

Debt issuance costs, which are capitalized within “Deferred charges and other assets,” and original issue discount, net of any premiums, on debt are amortized to interest expense using the effective interest method over the lives of the related debt agreements.

Accounts Payable

Included in accounts payable are book overdrafts, net of deposits on hand, on disbursement accounts that are replenished when checks are presented for payment.

Income Taxes

Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. The Company has the ability and intent to recover in a tax-free manner assets (or liabilities) with book/tax basis differences for which no deferred taxes have been provided, in accordance with ASC Topic 740, “Income Taxes.” Accordingly, the Company did not provide deferred income taxes on the bargain purchase gain of $151,077 on the FGL Acquisition.

The Company applies the accounting guidance for uncertain tax positions which prescribes a minimum recognition threshold a tax position is required to meet before being recognized in the financial statements. The guidance also provides information on derecognition, measurement, classification, interest and penalties, accounting in interim periods, disclosure and transition. The Company recognizes the effect of income tax positions only if those positions are more likely than not of being sustained. Recognized income tax positions are measured at the largest amount that is greater than 50% likely of being realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. Accrued interest expense and penalties related to uncertain tax positions are recorded in “Income tax expense” on the Company’s Consolidated Statement of Operations.

Contractholder Funds and Future Policy Benefits

The liabilities for contractholder funds and future policy benefits for investment contracts and UL policies consist of contract account balances that accrue to the benefit of the contractholders, excluding surrender charges. Investment contracts include FIAs, deferred annuities and immediate annuities without life contingencies. The liabilities for future insurance contract benefits and claim reserves for traditional life policies and pay-out annuity policies are computed using assumptions for investment yields, mortality and withdrawals based principally on generally accepted actuarial methods and assumptions at the time of contract issue. Assumptions for contracts in-force as of the FGL Acquisition Date were updated as of that date.

Liabilities for the secondary guarantees on UL-type products are calculated by multiplying the benefit ratio by the cumulative assessments recorded from contract inception through the balance sheet date less the cumulative secondary guarantee benefit payments plus interest. If experience or assumption changes result in a new benefit ratio, the reserves are adjusted to reflect the changes in a manner similar to the unlocking of VOBA and DAC. The accounting for secondary guarantee benefits impacts, and is impacted by, EGPs used to calculate amortization of VOBA and DAC.

FIA contracts are equal to the total of the policyholder account values before surrender charges, and additional reserves established on certain features offered that link interest credited to an equity index. These features create an embedded derivative that is not clearly and closely related to the host insurance contract. The embedded derivative is carried at fair value with changes in fair value reported in the accompanying Consolidated Statement of Operations.

Federal Home Loan Bank of Atlanta Agreements

Contractholder funds include funds related to funding agreements that have been issued to the Federal Home Loan Bank of Atlanta (“FHLB”) as a funding medium for single premium funding agreements issued by FGL to the FHLB.

Funding agreements were issued to the FHLB in 2003, 2004 and 2005. The funding agreements (i.e., immediate annuity contracts without life contingencies) provide a guaranteed stream of payments. Single premiums were received at the initiation of the funding agreements and were in the form of advances from the FHLB. Payments under the funding agreements extend through 2022. The reserves for the funding agreement totaled $169,580 at September 30, 2011 and are included in “Contractholder funds” in the accompanying Consolidated Balance Sheet.

In accordance with the agreements, the investments supporting the funding agreement liabilities are pledged as collateral to secure the FHLB funding agreement liabilities. The collateral investments had a fair value of $191,331 at September 30, 2011.

Foreign Currency Translation

Local currencies are considered the functional currencies for most of the Company’s operations outside the United States. Assets and liabilities of the Company’s foreign subsidiaries are translated at the rate of exchange existing at year-end, with revenues, expenses, and cash flows translated at the average of the monthly exchange rates. Adjustments resulting from translation of the financial statements are recorded as a component of AOCI. Also included in AOCI are the effects of exchange rate changes on intercompany balances of a long-term nature.

As of September 30, 2011 and September 30, 2010, accumulated gains related to foreign currency translation adjustments of $4,448 and $10,346 (net of taxes and non-controlling interest), respectively, were reflected in the accompanying Consolidated Balance Sheets in AOCI.

Foreign currency transaction gains and losses related to assets and liabilities that are denominated in a currency other than the functional currency are reported in the Consolidated Statement of Operations in the period they occur. The Company’s exchange losses (gains) on foreign currency transactions aggregating $3,370, $13,336 and $(726) for Fiscal 2011, Fiscal 2010 and the period from August 31, 2009 through September 30, 2009, respectively, and $4,440 for the Predecessor period from October 1, 2008 through August 30, 2009, are included in “Other (expense) income, net,” in the accompanying Consolidated Statements of Operations.

Shipping and Handling Costs

Shipping and handling costs, which are included in “Selling, general and administrative expenses” in the accompanying Consolidated Statements of Operations, include costs incurred with third-party carriers to transport products to customers and salaries and overhead costs related to activities to prepare the Company’s products for shipment at the Company’s distribution facilities.

The Company incurred shipping and handling costs of $201,480, $161,148 and $12,866 during Fiscal 2011, Fiscal 2010 and the period from August 31, 2009 through September 30, 2009, respectively. The Predecessor incurred shipping and handling costs of $135,511 during the period from October 1, 2008 through August 30, 2009.

Advertising Costs

Advertising costs, which are included in “Selling, general and administrative expenses” in the accompanying Consolidated Statements of Operations, include agency fees and other costs to create advertisements, as well as costs paid to third parties to print or broadcast the Company’s advertisements.

The Company incurred advertising costs of $30,673, $37,520 and $3,166 during Fiscal 2011, Fiscal 2010 and the period from August 31, 2009 through September 30, 2009, respectively. The Predecessor incurred expenses for advertising of $25,813 during the period from October 1, 2008 through August 30, 2009.

Research and Development Costs

Research and development costs are charged to “Selling, general and administrative expenses” in the period they are incurred. The Company incurred research and development costs of $32,901, $31,013 and $3,027 during Fiscal 2011, Fiscal 2010 and for the period from August 31, 2008 through September 30, 2009, respectively. The Predecessor incurred research and development costs of $21,391 during the period from October 1, 2008 through August 30, 2009.

Environmental Expenditures

Environmental expenditures that relate to current ongoing operations or to conditions caused by past operations are expensed or capitalized as appropriate. The Company determines its liability for environmental matters on a site-by-site basis and records a liability at the time when it is probable that a liability has been incurred and such liability can be reasonably estimated. The estimated liability is not reduced for possible recoveries from insurance carriers. Estimated environmental remediation expenditures are included in the determination of the net realizable value recorded for assets held for sale.

Comprehensive Income (Loss)

Comprehensive income (loss) includes foreign currency translation gains and losses on assets and liabilities of foreign subsidiaries, effects of exchange rate changes on intercompany balances of a long-term nature and transactions designated as a hedge of a net investment in a foreign subsidiary, deferred gains and losses on derivative financial instruments designated as cash flow hedges, actuarial adjustments to pension plans, and unrealized gains (losses) and non-credit related other-than-temporary impairments on investment securities of the insurance segment classified as available-for-sale. Except for gains and losses resulting from exchange rate changes on intercompany balances of a long-term nature, the Company does not provide income taxes on currency translation adjustments, as earnings from international subsidiaries are considered to be permanently reinvested. Net unrealized gains and losses on investment securities classified as available-for-sale by FGL are reduced by deferred income taxes and adjustments to intangible assets, including VOBA and DAC, that would have resulted had such gains and losses been realized.

Restructuring and Related Charges

Restructuring charges are recognized and measured according to the provisions of ASC Topic 420, “Exit or Disposal Cost Obligations,” (“ASC 420”). Under ASC 420, restructuring charges include, but are not limited to, termination and related costs consisting primarily of one-time termination benefits such as severance costs and retention bonuses, and contract termination costs consisting primarily of lease termination costs. Related charges, as defined by the Company, include, but are not limited to, other costs directly associated with exit and integration activities, including impairment of properties and other assets, departmental costs of full-time incremental integration employees, and any other items related to the exit or integration activities. Costs for such activities are estimated by management after evaluating detailed analyses of the cost to be incurred. Restructuring and related charges are reflected in “Cost of goods sold” and “Selling, general and administrative expenses” as applicable (see Note 23).

Benefits and Other Changes in Policy Reserves

Benefit expenses for deferred annuity, FIA and UL policies include benefit claims incurred during the period in excess of contract account balances. Other changes in policy reserves also include the change in reserves for life insurance products with secondary guarantee benefits. For traditional life, policy benefit claims are charged to expense in the period that the claims are incurred.

Reclassifications

Certain prior year amounts have been reclassified or combined to conform to the current year presentation. These reclassifications and combinations had no effect on previously reported results of operations or accumulated deficit.

Recent Accounting Pronouncements Not Yet Adopted

Fair Value Measurement

In May 2011, the Financial Accounting Standards Board (“FASB”) issued amended accounting guidance to achieve a consistent definition of and common requirements for measurement of and disclosure concerning fair value between US GAAP and International Financial Reporting Standards. This amended guidance is effective for the Company beginning in the second quarter of its fiscal year ending September 30, 2012. The Company is currently evaluating the impact of this new accounting guidance on its consolidated financial statements.

Presentation of Comprehensive Income

In June 2011, the FASB issued Accounting Standards Update 2011-05, “Comprehensive Income (Topic 220): Presentation of Comprehensive Income,” which amends current comprehensive income guidance. This accounting update eliminates the option to present the components of other comprehensive income as part of the statement of shareholders’ equity. Instead, comprehensive income must be reported in either a single continuous statement of comprehensive income which contains two sections, net income and other comprehensive income, or in two separate but consecutive statements. This guidance will be effective for the Company beginning in fiscal year 2013. The Company does not expect the guidance to impact the Company’s financial statements, as it only requires a change in the format of presentation.

Testing for Goodwill Impairment

In September 2011, the FASB issued new accounting guidance intended to simplify how an entity tests goodwill for impairment. The guidance will allow an entity to first assess qualitative factors to determine whether it is necessary to perform the two-step quantitative goodwill impairment test. An entity no longer will be required to calculate the fair value of a reporting unit unless the entity determines, based on a qualitative assessment, that it is more likely than not that its fair value is less than its carrying amount. This accounting guidance is effective for the Company for the annual and any interim goodwill impairment tests performed beginning in fiscal year 2013. Early adoption is permitted. The Company does not expect the adoption of this guidance to have a significant impact on its consolidated financial statements.

- Definition

The entire disclosure for all significant accounting policies of the reporting entity.

+ References+ Details

Significant Risks and Uncertainties

12 Months Ended

Sep. 30, 2011

Significant Risks and Uncertainties [Abstract]

Significant Risks and Uncertainties


(3)	Significant Risks and Uncertainties

Use of Estimates

The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Due to the inherent uncertainty involved in making estimates, actual results in future periods could differ from those estimates.

The Company’s significant estimates which are susceptible to change in the near term relate to (1) recognition of deferred tax assets and related valuation allowances (see Notes 17 and 22), (2) estimates of reserves for loss contingencies, including litigation, regulatory and environmental reserves (see Note 19), (3) valuation and impairment recognition for long-lived assets including properties, goodwill and intangibles (see Note 10), (4) revenue recognition, including estimates for returns, promotions and collectability of receivables (see Note 4), (5) assumptions used in actuarial valuations for defined benefit plans (see Note 15), (6) restructuring and related charges (see Note 23) and acquisition and integration related charges (see Note 22), (7) fair value of equity conversion feature of preferred stock (see Notes 6 and 13), (8) fair value of certain invested assets and derivatives including embedded derivatives (see Notes 5 and 6), (9) other-than-temporary impairments of available-for-sale investments (see Note 5) and (10) VOBA and DAC amortization (see Notes 2 and 10).

Concentrations of Credit Risk and Major Customers

Trade receivables subject the Company’s consumer products segment to credit risk. Trade accounts receivable are carried at net realizable value. The Company extends credit to its customers based upon an evaluation of the customer’s financial condition and credit history, but generally does not require collateral. The Company monitors its customers’ credit and financial condition based on changing economic conditions and will make adjustments to credit policies as required. Provisions for losses on uncollectible trade receivables are determined based on ongoing evaluations of the Company’s receivables, principally on the basis of historical collection experience and evaluations of the risks of nonpayment for a given customer.

The Company’s consumer products segment has a broad range of customers including many large retail outlet chains, one of which accounts for a significant percentage of its sales volume. This major customer represented approximately 24%, 22% and 23% of the Company’s “Net sales” during Fiscal 2011, Fiscal 2010 and the period from August 31, 2009 through September 30, 2009, respectively, and approximately 23% of “Net sales” during the Predecessor’s period from October 1, 2008 through August 30, 2009. This major customer also represented approximately 16% and 15% of the Company’s trade account receivables, net as of September 30, 2011 and September 30, 2010, respectively (see Note 4).

Approximately 44%, 44% and 48% of the Company’s “Net sales” during Fiscal 2011, Fiscal 2010 and the period from August 31, 2009 through September 30, 2009, respectively, occurred outside of the United States and approximately 42% of the Predecessor’s “Net sales” during the period from October 1, 2008 through August 30, 2009, occurred outside of the United States. These sales and related receivables are subject to varying degrees of credit, currency, and political and economic risk. The Company monitors these risks and makes appropriate provisions for collectibility based on an assessment of the risks present.

Concentrations of Financial Instruments

As of September 30, 2011, the Company’s most significant investment in one industry was FGL’s investment securities in the banking industry with a fair value of $1,987,993, or 12.6% of the invested assets portfolio. As of September 30, 2011, FGL’s exposure to sub-prime and Alt-A residential mortgage-backed securities was $264,575 and $34,112 or 1.7% and 0.2% of FGL’s invested assets, respectively.

Concentrations of Financial and Capital Markets Risk

Financial markets in the United States and elsewhere have experienced extreme volatility and disruption for more than two years, due largely to the stresses affecting the global banking system. Like other life insurers, FGL has been adversely affected by these conditions. FGL is exposed to financial and capital markets risk, including changes in interest rates and credit spreads which have had an adverse effect on FGL’s results of operations, financial condition and liquidity prior to the FGL Acquisition. As discussed further in the following paragraph regarding risk factors, FGL expects to continue to face challenges and uncertainties that could adversely affect FGL’s results of operations and financial condition.

FGL’s exposure to interest rate risk relates primarily to the market price and cash flow variability associated with changes in interest rates. A rise in interest rates, in the absence of other countervailing changes, will decrease the net unrealized gain position of FGL’s investment portfolio and, if long-term interest rates rise dramatically within a six to twelve month time period, certain of FGL’s products may be exposed to disintermediation risk. Disintermediation risk refers to the risk that policyholders may surrender their contracts in a rising interest rate environment, requiring FGL to liquidate assets in an unrealized loss position. This risk is mitigated to some extent by the high level of surrender charge protection provided by FGL’s products.

Concentration of Reinsurance Risk

FGL has a significant concentration of reinsurance with Wilton Reassurance Company (“Wilton Re”) that could have a material impact on FGL’s financial position (see Note 20). FGL monitors both the financial condition of individual reinsurers and risk concentration arising from similar geographic regions, activities and economic characteristics of reinsurers to reduce the risk of default by such reinsurers.

- Definition

The entire disclosure for any concentrations existing at the date of the financial statements that make an entity vulnerable to a reasonably possible, near-term, severe impact. This disclosure informs financial statement users about the general nature of the risk associated with the concentration, and may indicate the percentage of concentration risk as of the balance sheet date.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Statement of Financial Accounting Standard (FAS)

-Number 107

-Paragraph 15A

-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 2: http://www.xbrl.org/2003/role/presentationRef

-Publisher AICPA

-Name Statement of Position (SOP)

-Number 94-6

-Paragraph 21, 22, 24

-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 3: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 825

-SubTopic 10

-Section 50

-Paragraph 21

-URI http://asc.fasb.org/extlink&oid=6947722&loc=d3e13537-108611

Reference 4: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 275

-SubTopic 10

-Section 50

-Paragraph 16

-URI http://asc.fasb.org/extlink&oid=6927468&loc=d3e6327-108592

Reference 5: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 825

-SubTopic 10

-Section 50

-Paragraph 20

-URI http://asc.fasb.org/extlink&oid=6947722&loc=d3e13531-108611

Reference 6: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 275

-SubTopic 10

-Section 50

-Paragraph 18

-URI http://asc.fasb.org/extlink&oid=6927468&loc=d3e6351-108592

Reference 7: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 275

-SubTopic 10

-Section 50

-Paragraph 20

-URI http://asc.fasb.org/extlink&oid=6927468&loc=d3e6404-108592

Reference 8: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 275

-SubTopic 10

-Section 50

-Paragraph 21

-URI http://asc.fasb.org/extlink&oid=6927468&loc=d3e6442-108592

+ Details

Receivables

12 Months Ended

Sep. 30, 2011

Receivables [Abstract]

Receivables


(4)	Receivables

Receivables, net consist of the following:


	September 30,
	2011		2010

Trade accounts receivable	$	370,733	$	369,353
Other receivables		37,678		41,445

		408,411		410,798
Less: Allowance for doubtful
trade accounts receivable		14,128		4,351

	$	394,283	$	406,447

The following is an analysis of the allowance for doubtful trade accounts receivable:


	Balance at		Charged to								Balance at
	Beginning of		Costs and					Other			End of
Period	Period		Expenses		Deductions			Adjustments			Period

Fiscal 2011	$	4,351	$	9,777	$	—		$	—		$	14,128
Fiscal 2010		1,011		3,340		—			—			4,351
August 31, 2009 through September 30, 2009 (Successor)		—		1,011		—			—			1,011
October 1, 2008 through August 30, 2009 (Predecessor)		18,102		1,763		(3,848	)		(16,017	)(a)		—


(a)		Represents the elimination of allowance for doubtful accounts through fresh-start reporting as a result of SBI’s emergence from Chapter 11 of the Bankruptcy Code.

- Definition

The entire disclosure for claims held for amounts due a company. Examples include trade accounts receivables, notes receivables, loans receivables.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Regulation S-X (SX)

-Number 210

-Section 02

-Paragraph 3, 4

-Article 5

Reference 2: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Regulation S-X (SX)

-Number 210

-Section 03

-Paragraph 7

-Article 9

Reference 3: http://www.xbrl.org/2003/role/presentationRef

-Publisher AICPA

-Name Statement of Position (SOP)

-Number 01-6

-Paragraph 13

-Subparagraph d

-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 4: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Regulation S-X (SX)

-Number 210

-Article 4

-Section 08

-Paragraph k

Reference 5: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 210

-SubTopic 10

-Section S99

-Paragraph 1

-Subparagraph (SX 210.5-02.3,4)

-URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682

Reference 6: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 310

-SubTopic 10

-Section 50

-Paragraph 4

-URI http://asc.fasb.org/extlink&oid=6965416&loc=d3e5074-111524

Reference 7: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 310

-SubTopic 10

-Section 50

-Paragraph 3

-URI http://asc.fasb.org/extlink&oid=6965416&loc=d3e5066-111524

Reference 8: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 235

-SubTopic 10

-Section S99

-Paragraph 1

-Subparagraph (SX 210.4-08.(k))

-URI http://asc.fasb.org/extlink&oid=6881521&loc=d3e23780-122690

Reference 9: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 310

-SubTopic 10

-Section 50

-Paragraph 11

-URI http://asc.fasb.org/extlink&oid=6965416&loc=d3e5162-111524

+ Details

Investments

12 Months Ended

Sep. 30, 2011

Investments [Abstract]

Investments


(5)	Investments

Consumer Products and Other

The Company’s short-term investments are summarized as follows:


	September 30,
	2011		2010

Trading:
Marketable equity securities	$	262,085	$	—
Marketable debt securities		12,665		—

		274,750		—

Held to maturity:
U.S. Treasury securities		75,638		53,965
Certificate of deposit		250		—

		75,888		53,965

Total	$	350,638	$	53,965

There was $44,030 of net unrealized losses recognized in “Other (expense) income, net” during Fiscal 2011 that relate to trading securities held at September 30, 2011.

Insurance

Investments of FGL at September 30, 2011 are summarized as follows:


								Fair
			Gross		Gross			Value and
	Amortized		Unrealized		Unrealized			Carrying
	Cost		Gains		Losses			Value

Available-for-sale securities
Asset-backed securities	$	501,469	$	1,785	$	(2,770	)	$	500,484
Commercial mortgage-backed securities		580,313		3,427		(18,163	)		565,577
Corporates		11,479,862		506,264		(130,352	)		11,855,774
Equities		292,112		3,964		(9,033	)		287,043
Hybrids		699,915		10,429		(51,055	)		659,289
Municipals		824,562		111,929		(7	)		936,484
Agency residential mortgage-backed securities		217,354		4,966		(295	)		222,025
Non-agency residential mortgage-backed securities		465,666		1,971		(23,120	)		444,517
U.S. Government		175,054		8,270		—			183,324

Total available-for-sale securities		15,236,307		653,005		(234,795	)		15,654,517
Derivative investments		171,612		405		(119,682	)		52,335
Other invested assets		44,279		—		—			44,279

Total investments	$	15,452,198	$	653,410	$	(354,477	)	$	15,751,131

Included in other comprehensive income were unrealized gains of $524 and unrealized losses of $24 related to the non-credit portion of other-than-temporary impairments on non-agency residential-mortgage-backed securities at September 30, 2011.

The amortized cost and fair value of fixed maturity available-for-sale securities by contractual maturities, as applicable, at September 30, 2011 were as follows:


	Amortized		Fair
	Cost		Value

Corporate, Municipal and U.S. Government securities:
Due in one year or less	$	399,362	$	398,594
Due after one year through five years		2,646,037		2,653,699
Due after five years through ten years		4,481,497		4,593,136
Due after ten years		4,952,582		5,330,153

Subtotal		12,479,478		12,975,582
Other securities which provide for periodic payments:
Asset-backed securities		501,469		500,484
Commercial-mortgage-backed securities		580,313		565,577
Hybrids		699,915		659,289
Agency residential mortgage-backed securities		217,354		222,025
Non-agency residential mortgage-backed securities		465,666		444,517

Total fixed maturity available-for-sale securities	$	14,944,195	$	15,367,474

Actual maturities may differ from contractual maturities because issuers may have the right to call or pre-pay obligations.

As part of FGL’s ongoing securities monitoring process, FGL evaluates whether securities in an unrealized loss position could potentially be other-than-temporarily impaired. FGL has concluded that the fair values of the securities presented in the table below were not other-than-temporarily impaired as of September 30, 2011. This conclusion is derived from the issuers’ continued satisfaction of the securities’ obligations in accordance with their contractual terms along with the expectation that they will continue to do so. Also contributing to this conclusion is FGL’s determination that it is more likely than not that FGL will not be required to sell these securities prior to recovery, an assessment of the issuers’ financial condition and other objective evidence. As it specifically relates to asset-backed securities and commercial mortgage-backed securities, the present value of cash flows expected to be collected is at least the amount of the amortized cost basis of the security and FGL management has the intent to hold these securities for a period of time sufficient to allow for any anticipated recovery in fair value.

As the amortized cost of all investments was adjusted to fair value as of the FGL Acquisition Date, no individual securities have been in a continuous unrealized loss position greater than twelve months. The fair value and gross unrealized losses, of available-for-sale securities with gross unrealized losses, aggregated by investment category, were as follows:


	September 30, 2011
			Gross
			Unrealized
	Fair Value		Losses

Available-for-sale securities:
Asset-backed securities	$	275,135	$	(2,770	)
Commercial mortgage-backed securities		338,865		(18,163	)
Corporates		3,081,556		(130,352	)
Equities		99,772		(9,033	)
Hybrids		450,376		(51,055	)
Municipals		1,137		(7	)
Agency residential mortgage-backed securities		25,820		(295	)
Non-agency residential mortgage-backed securities		375,349		(23,120	)

Total available-for-sale securities	$	4,648,010	$	(234,795	)

Total number of available-for-sale securities in an unrealized loss position				505

At September 30, 2011, securities in an unrealized loss position were primarily concentrated in investment grade corporate debt instruments, residential mortgage-backed securities, commercial mortgage-backed securities and hybrids. Total unrealized losses were $234,795 at September 30, 2011. Finance-related exposure represents the largest component of the unrealized loss position in the portfolio at September 30, 2011. The increase in risk aversion in capital markets during the most recent period has also affected prices of commercial mortgage-backed securities and non-agency residential mortgage-backed securities, including the earlier vintage and higher quality securities currently owned. FGL has not added to any exposure in these sectors and will continue to monitor existing positions carefully.

At September 30, 2011, securities with a fair value of $31,320 were depressed greater than 20% of amortized cost, which represented less than 1% of the carrying values of all investments. Based upon FGL’s current evaluation of these securities in accordance with its impairment policy and FGL’s intent to retain these investments for a period of time sufficient to allow for recovery in value, FGL has determined that these securities are not other-than-temporarily impaired.

The following table provides a reconciliation of the beginning and ending balances of the credit loss portion of other-than-temporary impairments on fixed maturity securities held by FGL at September 30, 2011, for which a portion of the other-than-temporary impairment was recognized in accumulated other comprehensive income:


Balance at April 6, 2011	$	—
Increases attributable to credit losses on securities:
Other-than-temporary impairment was previously recognized		—
Other-than-temporary impairment was not previously recognized		667

Balance at September 30, 2011	$	667

For the period from April 6, 2011 to September 30, 2011, FGL recognized credit losses in operations totaling $17,966, which experienced other-than-temporary impairments and had an amortized cost of $103,312 and a fair value of $85,846 at the time of impairment. Details underlying write-downs taken as a result of other-than-temporary impairments that were recognized in net income and included in realized loss on investments above were as follows:


	For the Period
	April 6, 2011 to
	September 30, 2011

Other-than-temporary impairments recognized in net income:
Commercial mortgage-backed securities	$	20
Corporates		1,462
Equities		11,007
Non-agency residential mortgage-backed securities		5,059
Other invested assets		418

Total credit impairments	$	17,966

Net Investment Income

The major sources of “Net investment income” on the Consolidated Statement of Operations were as follows:


	For the Period
	April 6, 2011 to
	September 30, 2011

Fixed maturity available-for-sale securities	$	364,771
Equity available-for-sale securities		10,190
Policy loans		1,511
Invested cash and short-term investments		129
Other investments		326

Gross investment income		376,927
Investment expense		(7,087	)

Net investment income	$	369,840

Net Investment Losses

Details underlying “Net investment losses” reported on the accompanying Consolidated Statement of Operations were as follows:


	For the Period
	April 6, 2011 to
	September 30, 2011

Net realized gain on fixed maturity available-for-sale securities	$	16,912
Realized loss on equity securities		(10,977	)

Net realized gains on securities		5,935

Realized loss on certain derivative instruments		(44,776	)
Unrealized loss on certain derivative instruments		(125,976	)

Losses on derivative instruments		(170,752	)

Realized loss on other invested assets		(2,074	)

Net investment losses	$	(166,891	)

Additional detail regarding the net investment losses is as follows:


	For the Period
	April 6, 2011 to
	September 30, 2011

Total other-than-temporary impairments	$	(17,466	)
Less non-credit portion of other-than-temporary impairments included in other comprehensive income		500

Net other-than temporary impairments		(17,966	)
Losses on derivative instruments		(170,752	)
Other realized investment gains		21,827

Net investment losses	$	(166,891	)

For the period from April 6, 2011 to September 30, 2011, principal repayments, calls, tenders and proceeds from the sale of fixed maturity available-for-sale securities, including assets transferred to Wilton Re as discussed in Note 20, totaled $2,104,272, gross gains on such sales totaled $43,902 and gross losses totaled $20,031.

Underlying write-downs taken to fixed maturity available-for-sale securities as a result of other-than-temporary impairments that were recognized in net income and included in net realized gains on available-for-sale securities above were $17,966 for the period from April 6, 2011 to September 30, 2011. The portion of other-than-temporary impairments recognized in AOCI is disclosed in Note 14.

Cash flows from investing activities by security classification were as follows:


	Year Ended September 30,
	2011		2010

Cost of investments acquired:
Available-for-sale	$	1,285,951	$	—
Held-to-maturity		123,428		(3,989	)
Trading (acquired for holding)		332,715		—
Derivatives and other		66,905		—

	$	1,808,999	$	(3,989	)

Proceeds from investments sold, matured or repaid:
Available-for-sale	$	1,482,195	$	—
Held-to-maturity		101,755		30,094
Trading		29,532		—
Derivatives and other		86,437		—

	$	1,699,919	$	30,094

Derivative Financial Instruments

12 Months Ended

Sep. 30, 2011

Derivative Financial Instruments [Abstract]

Derivative Financial Instruments


(6)	Derivative Financial Instruments

Consumer Products and Other

The fair value of outstanding derivative contracts recorded in the “Consumer Products and Other” sections of the accompanying Consolidated Balance Sheets were as follows:


		September 30,
Asset Derivatives	Classification	2011		2010

Derivatives designated as hedging instruments:
Commodity contracts	Receivables	$	274	$	2,371
Commodity contracts	Deferred charges and other assets		—		1,543
Foreign exchange contracts	Receivables		3,189		20
Foreign exchange contracts	Deferred charges and other assets		—		55

Total asset derivatives designated as hedging instruments			3,463		3,989
Derivatives not designated as hedging instruments			—		—

Total asset derivatives		$	3,463	$	3,989


		September 30,
Liability Derivatives	Classification	2011		2010

Derivatives designated as hedging instruments:
Interest rate contracts	Accounts payable	$	1,246	$	3,734
Interest rate contracts	Accrued and other current liabilities		708		861
Interest rate contracts	Other liabilities		—		2,032
Commodity contracts	Accounts payable		1,228		—
Commodity contracts	Other liabilities		4
Foreign exchange contracts	Accounts payable		2,698		6,544
Foreign exchange contracts	Other liabilities		—		1,057

Total liability derivatives designated as hedging instruments			5,884		14,228
Derivatives not designated as hedging instruments:
Foreign exchange contracts	Accounts payable		10,945		9,698
Foreign exchange contracts	Other liabilities		12,036		20,887
Equity conversion feature of preferred stock	Equity conversion feature of preferred stock		75,350		—

Total liability derivatives		$	104,215	$	44,813

Changes in AOCI from Derivative Instruments

For derivative instruments that are designated and qualify as cash flow hedges, the effective portion of the gain or loss on the derivative is reported as a component of AOCI and reclassified into earnings in the same period or periods during which the hedged transaction affects earnings. Gains and losses on the derivative, representing either hedge ineffectiveness or hedge components excluded from the assessment of effectiveness, are recognized in current earnings.

The following table summarizes the pretax impact of derivative instruments designated as cash flow hedges on the accompanying Consolidated Statements of Operations and within AOCI:


	Amount of Gain (Loss) Recognized in AOCI on Derivatives (Effective Portion)
	Successor									Predecessor
							Period from			Period from
	Year Ended			Year Ended			August 31, 2009			October 1, 2008
Derivatives in Cash Flow	September 30,			September 30,			through			through
Hedging Relationships	2011			2010			September 30, 2009			August 30, 2009
Comodity contracts	$	(1,750	)	$	3,646		$	530		$	(4,512	)
Interest rate contracts		(88	)		(13,059	)		(127	)		(8,130	)
Foreign exchange contracts		(487	)		(752	)		(418	)		1,357
Foreign exchange contracts		(4,011	)		(4,560	)		—			9,251
Comodity contracts		—			—			—			(1,313	)

Total	$	(6,336	)	$	(14,725	)	$	(15	)	$	(3,347	)


	Amount of Gain (Loss) Reclassified from AOCI into Income (Effective Portion)
	Successor								Predecessor
							Period from		Period from
							August 31, 2009		October 1, 2008
	Year Ended			Year Ended			through		through
	September 30,			September 30,			September 30,		August 30,			Location of Gain (Loss)
	2011			2010			2009		2009			Recognized in Income on Derivatives
Comodity contracts	$	2,617		$	719		$	—	$	(11,288	)	Cost of goods sold
Interest rate contracts		(3,319	)		(4,439	)		—		(2,096	)	Interest expense
Foreign exchange contracts		(131	)		(812	)		—		544		Net sales
Foreign exchange contracts		(12,384	)		2,481			—		9,719		Cost of goods sold
Comodity contracts		—			—			—		(2,116	)	Discontinued operations

Total	$	(13,217	)	$	(2,051	)	$	—	$	(5,237	)


	Amount of Gain ( Loss) Recognized in Income on Derivatives
	(Ineffective Portion and Amount Excluded from Effectiveness Testing)
	Successor								Predecessor
							Period from		Period from
							August 31, 2009		October 1, 2008
	Year Ended			Year Ended			through		through
	September 30,			September 30,			September 30,		August 30,			Location of Gain (Loss)
	2011			2010			2009		2009			Recognized in Income on Derivatives
Comodity contracts	$	(47	)	$	(1	)	$	—	$	851		Cost of goods sold
Interest rate contracts		(205	)(a)		(6,112	)(b)		—		(11,847	)(c)	Interest expense
Foreign exchange contracts		—			—			—		—		Net sales
Foreign exchange contracts		—			—			—		—		Cost of goods sold
Comodity contracts		—			—			—		(12,803	)	Discontinued operations

Total	$	(252	)	$	(6,113	)	$	—	$	(23,799	)


(a)		Reclassified from AOCI associated with the prepayment of portions of the senior credit facility (see Note 12).

(b)		Includes $(4,305) reclassified from AOCI associated with the refinancing of the senior credit facility (see Note 12).


(c)		Included in this amount is $(6,191), reflected in the Derivatives Not Designated as Hedging Instruments table below, as a result of the de-designation of a cash flow hedge as described below.

Fair Value Contracts and Other

For derivative instruments that are used to economically hedge the fair value of Spectrum Brands’ third party and intercompany payments and interest rate payments, and the equity conversion feature of the Company’s Preferred Stock, the gain (loss) is recognized in earnings in the period of change associated with the derivative contract. During the periods presented, the Company recognized the following gains (losses) on those derivatives:


	Amount of Gain (Loss) Recognized in Income on Derivatives
	Successor									Predecessor
							Period from			Period from
							August 31, 2009			October 1, 2008
	Year Ended			Year Ended			through			through
Derivatives Not Designated	September 30,			September 30,			September 30,			August 30,			Location of Gain ( Loss)
as Hedging Instruments	2011			2010			2009			2009			Recognized in Income on Derivatives
Commodity contracts	$	—		$	153		$	—		$	(6,191	)(a)	Cost of goods sold
Foreign exchange contracts		(5,052	)		(42,039	)		(1,469	)		3,075		Other (expense) income, net
Equity conversion feature of preferred stock		27,910			—			—			—		Other (expense) income, net

Total	$	22,858		$	(41,886	)	$	(1,469	)	$	(3,116	)


(a)		Amount represents portion of certain future payments related to interest rate contracts that were de-designated as cash flow hedges during the pendency of the Bankruptcy Cases.

Additional Disclosures

Cash Flow Hedges

Spectrum Brands uses interest rate swaps to manage its interest rate risk. The swaps are designated as cash flow hedges with the changes in fair value recorded in AOCI and as a derivative hedge asset or liability, as applicable. The swaps settle periodically in arrears with the related amounts for the current settlement period payable to, or receivable from, the counter-parties included in accrued liabilities or receivables, respectively, and recognized in earnings as an adjustment to interest expense from the underlying debt to which the swap is designated. At September 30, 2011, Spectrum Brands had a portfolio of U.S. dollar-denominated interest rate swaps outstanding which effectively fixes the interest on floating rate debt (exclusive of lender spreads) as follows: 2.25% for a notional principal amount of $200,000 through December 2011 and 2.29% for a notional principal amount of $300,000 through January 2012 (the “U.S. dollar swaps”). During Fiscal 2010, in connection with the refinancing of its senior credit facilities, Spectrum Brands terminated a portfolio of Euro-denominated interest rate swaps at a cash loss of $3,499 which was recognized as an adjustment to interest expense. The derivative net (loss) on the U.S. dollar swaps contracts recorded in AOCI at September 30, 2011 was $(289), net of tax benefit of $334 and noncontrolling interest of $256. The derivative net gain (loss) on these contracts recorded in AOCI at September 30, 2010 was $(1,458), net of tax benefit of $1,640 and noncontrolling interest of $1,217. At September 30, 2011, the portion of derivative net (losses) estimated to be reclassified from AOCI into earnings over the next 12 months is $(289), net of tax and noncontrolling interest.

In connection with the SB/RH Merger and the refinancing of Spectrum Brands’ existing senior credit facilities associated with the closing of the SB/RH Merger, Spectrum Brands assessed the prospective effectiveness of its interest rate cash flow hedges during fiscal 2010. As a result, during fiscal 2010, Spectrum Brands ceased hedge accounting and recorded a loss of ($1,451) as an adjustment to interest expense for the change in fair value of its U.S. dollar swaps from the date of de-designation until the U.S. dollar swaps were re-designated. Spectrum Brands also evaluated whether the amounts recorded in AOCI associated with the forecasted U.S. dollar swap transactions were probable of not occurring and determined that occurrence of the transactions was still reasonably possible. Upon the refinancing of the existing senior credit facility associated with the closing of the SB/RH Merger, Spectrum Brands re-designated the U.S. dollar swaps as cash flow hedges of certain scheduled interest rate payments on the new $750,000 U.S. dollar term loan. At September 30, 2011, Spectrum Brands believes that all forecasted interest rate swap transactions designated as cash flow hedges are probable of occurring.

Spectrum Brands’ interest rate swap derivative financial instruments at September 30, 2011 and September 30, 2010 are summarized as follows:

2011

2010

Notional

Remaining

Notional

Remaining

Amount

Term

Amount

Term

Interest rate swaps-fixed

200,000

0.28 years

300,000

1.28 years

Interest rate swaps-fixed

300,000

0.36 years

300,000

1.36 years

Spectrum Brands periodically enters into forward foreign exchange contracts to hedge the risk from forecasted foreign denominated third party and intercompany sales or payments. These obligations generally require Spectrum Brands to exchange foreign currencies for U.S. Dollars, Euros, Pounds Sterling, Australian Dollars, Brazilian Reals, Canadian Dollars or Japanese Yen. These foreign exchange contracts are cash flow hedges of fluctuating foreign exchange related to sales of product or raw material purchases. Until the sale or purchase is recognized, the fair value of the related hedge is recorded in AOCI and as a derivative hedge asset or liability, as applicable. At the time the sale or purchase is recognized, the fair value of the related hedge is reclassified as an adjustment to “Net sales” or purchase price variance in “Cost of goods sold”.

At September 30, 2011 Spectrum Brands had a series of foreign exchange derivative contracts outstanding through September 2012 with a contract value of $223,417. At September 30, 2010 it had a series of foreign exchange derivative contracts outstanding through June 2012 with a contract value of $299,993. The pretax derivative gain on these contracts recorded in AOCI by Spectrum Brands at September 30, 2011 was $182, net of tax expense of $148 and noncontrolling interest of $161. The derivative net (loss) on these contracts recorded in AOCI by it at September 30, 2010 was $(2,900), net of tax benefit of $2,204 and noncontrolling interest of $2,422. At September 30, 2011, the portion of derivative net gains estimated to be reclassified from AOCI into earnings by Spectrum Brands over the next 12 months is $(182), net of tax and noncontrolling interest.

Spectrum Brands is exposed to risk from fluctuating prices for raw materials, specifically zinc used in its manufacturing processes. Spectrum Brands hedges a portion of the risk associated with these materials through the use of commodity swaps. The hedge contracts are designated as cash flow hedges with the fair value changes recorded in AOCI and as a hedge asset or liability, as applicable. The unrecognized changes in fair value of the hedge contracts are reclassified from AOCI into earnings when the hedged purchase of raw materials also affects earnings. The swaps effectively fix the floating price on a specified quantity of raw materials through a specified date. At September 30, 2011 Spectrum Brands had a series of such swap contracts outstanding through December 2012 for 9 tons with a contract value of $18,858. At September 30, 2010 Spectrum Brands had a series of such swap contracts outstanding through September 2012 for 15 tons with a contract value of $28,897. The derivative net loss on these contracts recorded in AOCI by Spectrum Brands at September 30, 2011 was $318, net of tax expense of $312 and noncontrolling interest of $281. The derivative net gain on these contracts recorded in AOCI by Spectrum Brands at September 30, 2010 was $1,230, net of tax expense of $1,201 and noncontrolling interest of $1,026. At September 30, 2011, the portion of derivative net gains estimated to be reclassified from AOCI into earnings by Spectrum Brands over the next 12 months is $318, net of tax and noncontrolling interest.

Spectrum Brands was also exposed to fluctuating prices of raw materials, specifically urea and di-ammonium phosphates (“DAP”), used in its manufacturing process for certain products. During the period from October 1, 2008 through August 30, 2009 (Predecessor) $(2,116) of pretax derivative gains (losses) were recorded as an adjustment to “(Loss) income from discontinued operations, net of tax,” for swap or option contracts settled at maturity. The hedges are generally highly effective; however, during the period from October 1, 2008 through August 30, 2009, $(12,803) of pretax derivative gains (losses) were recorded as an adjustment to “(Loss) income from discontinued operations, net of tax,” by the Predecessor. The amount recorded during the period from October 1, 2008 through August 30, 2009 was due to the shutdown of the growing products line of business and a determination that the forecasted transactions were probable of not occurring. The Successor had no such swap contracts outstanding as of September 30, 2009 and no related gain (loss) recorded in AOCI.

Fair Value Contracts

Spectrum Brands periodically enters into forward and swap foreign exchange contracts to economically hedge the risk from third party and intercompany payments resulting from existing obligations. These obligations generally require Spectrum Brands to exchange foreign currencies for U.S. Dollars, Euros or Australian Dollars. These foreign exchange contracts are economic hedges of a related liability or asset recorded in the accompanying Consolidated Balance Sheets. The gain or loss on the derivative hedge contracts is recorded in earnings as an offset to the change in value of the related liability or asset at each period end. At September 30, 2011 and September 30, 2010 Spectrum Brands had $265,974 and $333,562, respectively, of such foreign exchange derivative notional value contracts outstanding.

During the period from October 1, 2008 through August 30, 2009, as a result of the Bankruptcy Cases, the Predecessor determined that previously designated cash flow hedge relationships associated with interest rate swaps became ineffective as of its February 3, 2009 bankruptcy petition date. Further, its then existing senior secured term credit agreement was amended in connection with the implementation of the bankruptcy plan, and accordingly the underlying transactions did not occur as originally forecasted. As a result, the Predecessor reclassified approximately $(6,191), pretax, of (losses) from AOCI as an adjustment to “Interest expense” during the period from October 1, 2008 through August 30, 2009. The Predecessor’s related derivative contracts were terminated during the pendency of the Bankruptcy Cases and settled at a loss on the Effective Date.

Credit Risk

Spectrum Brands is exposed to the risk of default by the counterparties with which Spectrum Brands transacts and generally does not require collateral or other security to support financial instruments subject to credit risk. Spectrum Brands monitors counterparty credit risk on an individual basis by periodically assessing each such counterparty’s credit rating exposure. The maximum loss due to credit risk equals the fair value of the gross asset derivatives which are primarily concentrated with a foreign financial institution counterparty. Spectrum Brands considers these exposures when measuring its credit reserve on its derivative assets, which was $18 and $75, respectively, at September 30, 2011 and September 30, 2010.

Spectrum Brands’ standard contracts do not contain credit risk related contingencies whereby Spectrum Brands would be required to post additional cash collateral as a result of a credit event. However, as a result of Spectrum Brands’ current credit profile, Spectrum Brands is typically required to post collateral in the normal course of business to offset its liability positions. At September 30, 2011 and September 30, 2010, the Company had posted cash collateral of $418 and $2,363, respectively, related to such liability positions. In addition, at September 30, 2011 and September 30, 2010, Spectrum Brands had posted standby letters of credit of $2,000 and $4,000, respectively, related to such liability positions. The cash collateral is included in “Receivables, net” within the accompanying Consolidated Balance Sheets.

Insurance

The fair value of derivative instruments of FGL, including derivative instruments embedded in FIA contracts, is as follows:


	September 30,
	2011

Assets:
Derivative investments:
Call options	$	52,335

Liabilities:
Contractholder funds:
FIA embedded derivative	$	1,396,340
Other liabilities:
Futures contract		3,828
Available-for-sale embedded derivative		400

	$	1,400,568

The change in fair value of derivative instruments included in the accompanying Consolidated Statement of Operations is as follows:


	For the Period
	April 6, 2011 to
	September 30, 2011

Revenues:
Net investment gains (losses):
Call options	$	(142,665	)
Futures contracts		(28,087	)

		(170,752	)
Net investment income:
Available-for-sale embedded derivatives		19

	$	(170,733	)

Benefits and other changes in policy reserves:
FIA embedded derivatives	$	(69,968	)

Additional Disclosures

FIA Contracts

FGL has FIA contracts that permit the holder to elect an interest rate return or an equity index linked component, where interest credited to the contracts is linked to the performance of various equity indices, primarily the S&P 500 Index. This feature represents an embedded derivative. The FIA embedded derivative is valued at fair value and included in the liability for contractholder funds in the accompanying Consolidated Balance Sheet with changes in fair value included as a component of benefits and other changes in policy reserves in the Consolidated Statement of Operations.

FGL purchases derivatives consisting of a combination of call options and futures contracts on the applicable market indices to fund the index credits due to FIA contractholders. The majority of all such call options are one year options purchased to match the funding requirements of the underlying policies. On the respective anniversary dates of the index policies, the index used to compute the interest credit is reset and FGL purchases new one, two or three year call options to fund the next index credit. FGL manages the cost of these purchases through the terms of its FIA contracts, which permit FGL to change caps or participation rates, subject to guaranteed minimums on each contract’s anniversary date. The change in the fair value of the call options and futures contracts is generally designed to offset the portion of the change in the fair value of the FIA embedded derivative related to index performance. The call options and futures contracts are marked to fair value with the change in fair value included as a component of “Net investment losses”. The change in fair value of the call options and futures contracts includes the gains and losses recognized at the expiration of the instrument term or upon early termination and the changes in fair value of open positions.

Other market exposures are hedged periodically depending on market conditions and FGL’s risk tolerance. FGL’s FIA hedging strategy economically hedges the equity returns and exposes FGL to the risk that unhedged market exposures result in divergence between changes in the fair value of the liabilities and the hedging assets. FGL uses a variety of techniques including direct estimation of market sensitivities and value-at-risk to monitor this risk daily. FGL intends to continue to adjust the hedging strategy as market conditions and FGL’s risk tolerance change.

Credit Risk

FGL is exposed to credit loss in the event of nonperformance by its counterparties on the call options and reflects assumptions regarding this nonperformance risk in the fair value of the call options. The nonperformance risk is the net counterparty exposure based on the fair value of the open contracts less collateral held. FGL maintains a policy of requiring all derivative contracts to be governed by an International Swaps and Derivatives Association (“ISDA”) Master Agreement.

Information regarding FGL’s exposure to credit loss on the call options it holds is presented in the following table:


		September 30, 2011
	Credit Rating	Notional
Counterparty	(Moody’s/S&P)	Amount		Fair Value

Barclay’s Bank	Aa3/A+	$	385,189	$	4,105
Credit Suisse	Aa2/A		327,095		2,785
Bank of America	Baa1/A		1,692,142		14,637
Deutsche Bank	Aa3/A+		1,463,596		11,402
Morgan Stanley	A2/A		1,629,247		15,373
Nomura	Baa2/BBB+		107,000		4,033

		$	5,604,269	$	52,335

Collateral Agreements

FGL is required to maintain minimum ratings as a matter of routine practice in its ISDA agreements. Under some ISDA agreements, FGL has agreed to maintain certain financial strength ratings. A downgrade below these levels could result in termination of the open derivative contracts between the parties, at which time any amounts payable by FGL or the counterparty would be dependent on the market value of the underlying derivative contracts. FGL’s current rating allows multiple counterparties the right to terminate ISDA agreements. No ISDA agreements have been terminated, although the counterparties have reserved the right to terminate the ISDA agreements at any time. In certain transactions, FGL and the counterparty have entered into a collateral support agreement requiring either party to post collateral when the net exposures exceed pre-determined thresholds. These thresholds vary by counterparty and credit rating. As of September 30, 2011, no collateral was posted by FGL’s counterparties as they did not meet the net exposure thresholds. Accordingly, the maximum amount of loss due to credit risk that FGL would incur if parties to the call options failed completely to perform according to the terms of the contracts was $52,335 at September 30, 2011.

FGL held 2,458 futures contracts at September 30, 2011. The fair value of futures contracts represents the cumulative unsettled variation margin (open trade equity net of cash settlements). FGL provides cash collateral to the counterparties for the initial and variation margin on the futures contracts which is included in “Cash and cash equivalents” in the “Insurance” sections of the Consolidated Balance Sheet. The amount of collateral held by the counterparties for such contracts at September 30, 2011 was $9,820.

- Definition

The entire disclosure for the entity's entire derivative instruments and hedging activities. Describes an entity's risk management strategies, derivatives in hedging activities and non-hedging derivative instruments, the assets, obligations, liabilities, revenues and expenses arising therefrom, and the amounts of and methodologies and assumptions used in determining the amounts of such items.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 815

-SubTopic 10

-Section 50

-Paragraph 4H

-URI http://asc.fasb.org/extlink&oid=6935481&loc=SL5624258-113959

Reference 2: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 815

-SubTopic 10

-Section 50

-Paragraph 4K

-URI http://asc.fasb.org/extlink&oid=6935481&loc=SL5708775-113959

Reference 3: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 815

-SubTopic 10

-Section 50

-Paragraph 5

-URI http://asc.fasb.org/extlink&oid=6935481&loc=d3e41641-113959

Reference 4: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 235

-SubTopic 10

-Section S99

-Paragraph 1

-Subparagraph (SX 210.4-08.(n))

-URI http://asc.fasb.org/extlink&oid=6881521&loc=d3e23780-122690

Reference 5: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 815

-SubTopic 10

-Section 50

-Paragraph 4E

-URI http://asc.fasb.org/extlink&oid=6935481&loc=SL5624181-113959

Reference 6: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 815

-SubTopic 10

-Section 50

-Paragraph 3

-URI http://asc.fasb.org/extlink&oid=6935481&loc=d3e41635-113959

Reference 7: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 815

-SubTopic 10

-Section 50

-Paragraph 4D

-URI http://asc.fasb.org/extlink&oid=6935481&loc=SL5624177-113959

Reference 8: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 815

-SubTopic 30

-Section 45

-Paragraph 1

-URI http://asc.fasb.org/extlink&oid=6441202&loc=d3e80720-113993

Reference 9: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 815

-SubTopic 30

-Section 50

-Paragraph 1

-URI http://asc.fasb.org/extlink&oid=6887037&loc=d3e80748-113994

Reference 10: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 815

-SubTopic 10

-Section 50

-Paragraph 2

-URI http://asc.fasb.org/extlink&oid=6935481&loc=d3e41620-113959

Reference 11: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 815

-SubTopic 10

-Section 50

-Paragraph 4A

-URI http://asc.fasb.org/extlink&oid=6935481&loc=SL5618551-113959

Reference 12: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 815

-SubTopic 10

-Section 50

-Paragraph 4J

-URI http://asc.fasb.org/extlink&oid=6935481&loc=SL5708773-113959

Reference 13: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 815

-SubTopic 25

-Section 50

-Paragraph 1

-URI http://asc.fasb.org/extlink&oid=6886632&loc=d3e76258-113986

Reference 14: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Statement of Financial Accounting Standard (FAS)

-Number 133

-Paragraph 45

-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 15: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Statement of Financial Accounting Standard (FAS)

-Number 133

-Paragraph 44

-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 16: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 815

-SubTopic 30

-Section 50

-Paragraph 2

-URI http://asc.fasb.org/extlink&oid=6887037&loc=d3e80784-113994

Reference 17: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 815

-SubTopic 10

-Section 50

-Paragraph 1A

-URI http://asc.fasb.org/extlink&oid=6935481&loc=SL5579245-113959

Reference 18: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 815

-SubTopic 10

-Section 50

-Paragraph 4B

-URI http://asc.fasb.org/extlink&oid=6935481&loc=SL5624163-113959

Reference 19: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 815

-SubTopic 10

-Section 50

-Paragraph 4C

-URI http://asc.fasb.org/extlink&oid=6935481&loc=SL5624171-113959

Reference 20: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 815

-SubTopic 10

-Section 50

-Paragraph 4

-URI http://asc.fasb.org/extlink&oid=6935481&loc=d3e41638-113959

Reference 21: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 815

-SubTopic 10

-Section 50

-Paragraph 1B

-URI http://asc.fasb.org/extlink&oid=6935481&loc=SL5580258-113959

Reference 22: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 815

-SubTopic 10

-Section 50

-Paragraph 1

-URI http://asc.fasb.org/extlink&oid=6935481&loc=SL5579240-113959

+ Details

Fair Value of Financial Instruments

12 Months Ended

Sep. 30, 2011

Fair Value of Financial Instruments [Abstract]

Fair Value of Financial Instruments


(7)	Fair Value of Financial Instruments

The Company’s measurement of fair value is based on assumptions used by market participants in pricing the asset or liability, which may include inherent risk, restrictions on the sale or use of an asset or non-performance risk, which may include the Company’s own credit risk. The Company’s estimate of an exchange price is the price in an orderly transaction between market participants to sell the asset or transfer the liability (“exit price”) in the principal market, or the most advantageous market in the absence of a principal market, for that asset or liability, as opposed to the price that would be paid to acquire the asset or receive a liability (“entry price”). The Company categorizes financial instruments carried at fair value into a three-level fair value hierarchy, based on the priority of inputs to the respective valuation technique. The three-level hierarchy for fair value measurement is defined as follows:


	Level 1 —	Values are unadjusted quoted prices for identical assets and liabilities in active markets accessible at the measurement date.

	Level 2 —	Inputs include quoted prices for similar assets or liabilities in active markets, quoted prices from those willing to trade in markets that are not active, or other inputs that are observable or can be corroborated by market data for the term of the instrument. Such inputs include market interest rates and volatilities, spreads and yield curves.

	Level 3 —	Certain inputs are unobservable (supported by little or no market activity) and significant to the fair value measurement. Unobservable inputs reflect the Company’s best estimate of what hypothetical market participants would use to determine a transaction price for the asset or liability at the reporting date based on the best information available in the circumstances.

In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, an investment’s level within the fair value hierarchy is based on the lower level of input that is significant to the fair value measurement. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the investment.

When a determination is made to classify an asset or liability within Level 3 of the fair value hierarchy, the determination is based upon the significance of the unobservable inputs to the overall fair value measurement. Because certain securities trade in less liquid or illiquid markets with limited or no pricing information, the determination of fair value for these securities is inherently more difficult. However, Level 3 fair value investments may include, in addition to the unobservable or Level 3 inputs, observable components, which are components that are actively quoted or can be validated to market-based sources.

The carrying amounts and estimated fair values of the Company’s consolidated financial instruments for which the disclosure of fair values is required were as follows (asset/(liability)):


	September 30, 2011						September 30, 2010
	Carrying			Fair			Carrying			Fair
Consumer Products and Other	Amount			Value			Amount			Value

Cash and cash equivalents	$	321,352		$	321,352		$	256,831		$	256,833
Short-term investments (including related interest receivable of $9 and $68)		350,647			350,649			54,033			54,005
Total debt		(2,048,780	)		(2,135,528	)		(1,743,767	)		(1,868,754	)
Derivatives:
Interest rate swap agreements		(1,954	)		(1,954	)		(6,627	)		(6,627	)
Commodity swap and option agreements		(958	)		(958	)		3,914			3,914
Foreign exchange forward agreements		(22,490	)		(22,490	)		(38,111	)		(38,111	)
Equity conversion feature of preferred stock		(75,350	)		(75,350	)		—			—
Redeemable preferred stock, excluding equity conversion feature		(292,437	)		(337,060	)		—			—
Insurance
Cash and cash equivalents		816,007			816,007			—			—
Investments:
Fixed maturities, available-for-sale		15,367,474			15,367,474			—			—
Equity securities, available-for-sale		287,043			287,043			—			—
Other invested assets		44,279			44,279			—			—
Derivatives:
Call options		52,335			52,335			—			—
Future contracts		(3,828	)		(3,828	)
Available-for-sale embedded derivatives		(400	)		(400	)		—			—
Investment contracts, included in contractholder funds		(14,549,970	)		(13,388,353	)		—			—
Note payable		(95,000	)		(95,000	)		—			—

The carrying amounts of receivables, accounts payable, accrued investment income and portions of other insurance liabilities approximate fair value due to their short duration and, accordingly, they are not presented in the table above.

The fair values of cash equivalents, short-term investments and debt set forth above are generally based on quoted or observed market prices. Investment contracts include deferred annuities, FIAs, UL and immediate annuities. The fair values of deferred annuity, FIAs, and UL contracts are based on their cash surrender value (i.e. the cost FGL would incur to extinguish the liability) as these contracts are generally issued without an annuitization date. The fair value of immediate annuities contracts is derived by calculating a new fair value interest rate using the updated yield curve and treasury spreads as of September 30, 2011 which resulted in lower fair value reserves relative to the carrying value. We are not required to and have not estimated the fair value of the liabilities under contracts that involve significant mortality or morbidity risks, as these liabilities fall within the definition of insurance contracts that are exceptions from financial instruments that require disclosure of fair value. The fair value of FGL’s note payable approximates its carrying value as it was recently settled at such carrying value.

Goodwill, intangible assets and other long-lived assets are also tested annually or if a triggering event occurs that indicates an impairment loss may have been incurred (See Note 10) using fair value measurements with unobservable inputs (Level 3).

See Note 15 with respect to fair value measurements of the Company’s pension plan assets.

Financial assets and liabilities measured and carried at fair value on a recurring basis in the financial statements are summarized, according to the hierarchy previously described, as follows:


As of September 30, 2011	Level 1		Level 2			Level 3			Total

Assets
Fixed maturity securities, available-for-sale:
Asset-backed securities	$	—	$	125,966		$	374,518		$	500,484
Commercial mortgage-backed securities		—		565,577			—			565,577
Corporate		—		11,696,090			159,684			11,855,774
Hybrids		—		654,084			5,205			659,289
Municipal		—		936,484			—			936,484
Agency residential mortgage-backed securities		—		218,713			3,312			222,025
Non-agency residential mortgage-backed securities		—		440,758			3,759			444,517
U.S. Government		183,324		—			—			183,324
Fixed maturity securities — trading		—		12,665			—			12,665
Equity securities — available-for-sale		—		287,043			—			287,043
Equity securities — trading		238,062		24,023			—			262,085
Derivatives:
Call options		—		52,335			—			52,335
Foreign exchange forward agreements		—		3,189			—			3,189
Commodity swap and option agreements		—		274			—			274

Total assets carried at fair value	$	421,386	$	15,017,201		$	546,478		$	15,985,065

Liabilities
Derivatives:
FIA embedded derivatives, included in contractholder funds	$	—	$	—		$	(1,396,340	)	$	(1,396,340	)
Future contracts		—		(3,828	)		—			(3,828	)
Available-for-sale embedded derivatives		—		—			(400	)		(400	)
Interest rate swap agreements		—		(1,954	)		—			(1,954	)
Commodity swap and option agreements		—		(1,232	)		—			(1,232	)
Foreign exchange forward agreements		—		(25,679	)		—			(25,679	)
Equity conversion feature of preferred stock		—		—			(75,350	)		(75,350	)

Total liabilities carried at fair value	$	—	$	(32,693	)	$	(1,472,090	)	$	(1,504,783	)


As of September 30, 2010	Level 1		Level 2			Level 3		Total

Assets
Derivatives:
Commodity swap and option agreements	$	—	$	3,914		$	—	$	3,914
Foreign exchange forward agreements		—		75			—		75

Total assets carried at fair value	$	—	$	3,989		$	—	$	3,989

Liabilities
Derivatives:
Interest rate swap agreements	$	—	$	(6,627	)	$	—	$	(6,627	)
Foreign exchange forward agreements		—		(38,186	)		—		(38,186	)

Total liabilities carried at fair value	$	—	$	(44,813	)	$	—	$	(44,813	)

The Company measures the fair value of its securities based on assumptions used by market participants in pricing the security. The most appropriate valuation methodology is selected based on the specific characteristics of the fixed maturity or equity security, and the Company consistently applies the valuation methodology to measure the security’s fair value. The Company’s fair value measurement is based on a market approach, which utilizes prices and other relevant information generated by market transactions involving identical or comparable securities. Sources of inputs to the market approach include a third-party pricing service, independent broker quotations or pricing matrices. The Company uses observable and unobservable inputs in its valuation methodologies. Observable inputs include benchmark yields, reported trades, broker-dealer quotes, issuer spreads, two-sided markets, benchmark securities, bids, offers and reference data. In addition, market indicators, industry and economic events are monitored and further market data is acquired if certain triggers are met. For certain security types, additional inputs may be used, or some of the inputs described above may not be applicable. For broker-quoted only securities, quotes from market makers or broker-dealers are obtained from sources recognized to be market participants. For those securities trading in less liquid or illiquid markets with limited or no pricing information, the Company uses unobservable inputs in order to measure the fair value of these securities. This valuation relies on management’s judgment concerning the discount rate used in calculating expected future cash flows, credit quality, industry sector performance and expected maturity.

The Company did not adjust prices received from third parties as of September 30, 2011 or 2010. The Company does analyze the third-party pricing service’s valuation methodologies and related inputs and performs additional evaluations to determine the appropriate level within the fair value hierarchy.

The fair value of derivative assets and liabilities is based upon valuation pricing models and represents what the Company would expect to receive or pay at the balance sheet date if the Company cancelled the options, entered into offsetting positions, or exercised the options. The fair value of futures contracts represents the cumulative unsettled variation margin (open trade equity net of cash settlements). Fair values for these instruments are determined externally by an independent actuarial firm using market observable inputs, including interest rates, yield curve volatilities, and other factors. Credit risk related to the counterparty is considered when estimating the fair values of these derivatives.

The fair values of the embedded derivatives in FGL’s FIA products are derived using market indices, pricing assumptions and historical data.

The following tables summarize changes to financial instruments carried at fair value and classified within Level 3 of the fair value hierarchy, all of which are held by FGL except for the equity conversion feature of HGI’s Preferred Stock. The gains and losses below may include changes in fair value due in part to observable inputs that are a component of the valuation methodology.


	Balance at								Net			Net
	FGL			Total Gains (Losses)					Purchases,			Transfer in			Balance at
For the Period April 6, 2011 to	Acquisition			Included in		Included in			Sales &			(Out) of			End of
September 30, 2011	Date			Earnings		AOCI			Settlements			Level 3			Period

Assets
Fixed maturity securities, available-for-sale:
Asset-backed securities	$	399,967		$	—	$	863		$	(11,709	)	$	(14,603	)	$	374,518
Corporates		197,573			1,993		5,408			(45,229	)		(61	)		159,684
Hybrids		8,305			—		(61	)		—			(3,039	)		5,205
Agency residential mortgage-backed securities		3,271			—		41			—			—			3,312
Non-agency residential mortgage-backed securities		18,519			2,364		379			(17,503	)		—			3,759

Total assets at fair value	$	627,635		$	4,357	$	6,630		$	(74,441	)	$	(17,703	)	$	546,478

Liabilities
FIA embedded derivatives, included in contractholder funds	$	(1,466,308	)	$	69,968	$	—		$	—		$	—		$	(1,396,340	)
Available-for-sale embedded derivatives		(419	)		19		—			—			—			(400	)
Equity conversion feature of preferred stock		—			27,910		—			(103,260	)		—			(75,350	)

Total liabilities at fair value	$	(1,466,727	)	$	97,897	$	—		$	(103,260	)	$	—		$	(1,472,090	)

The Company reviews the fair value hierarchy classifications each reporting period. Changes in the observability of the valuation attributes may result in a reclassification of certain financial assets or liabilities. Such reclassifications are reported as transfers in and out of Level 3, or between other levels, at the beginning fair value for the reporting period in which the changes occur. There were no transfers between Level 1 and Level 2 for the period ended September 30, 2011.

During the period ended September 30, 2011, primary market issuance and secondary market activity for hybrids and asset-backed securities increased the market observable inputs used to establish fair values for similar securities. These factors, along with more consistent pricing from third-party sources, resulted in FGL’s conclusion that there is sufficient trading activity in similar instruments to support classifying certain hybrids and asset-backed securities as Level 2 as of September 30, 2011. Accordingly, FGL’s assessment resulted in a transfer out of Level 3 of $3,039, $61 and $14,603, respectively, during the period ended September 30, 2011 related to hybrids, corporates and asset-backed securities.

The following table presents the gross components of purchases, sales, and settlements, net, of Level 3 financial instruments from April 6, 2011 to September 30, 2011. There were no issuances during this period.


									Net
									Purchases,
									Sales &
For the Period April 6, 2011 to September 30, 2011	Purchases		Sales			Settlements			Settlements

Assets
Fixed maturity securities, available-for-sale:
Asset-backed securities	$	2,007	$	—		$	(13,716	)	$	(11,709	)
Corporates		10,365		(48,898	)		(6,696	)		(45,229	)
Non-agency residential mortgage-backed securities		—		(15,729	)		(1,774	)		(17,503	)

Total assets	$	12,372	$	(64,627	)	$	(22,186	)	$	(74,441	)

Liabilities
Equity conversion feature of preferred stock	$	—	$	(103,260	)	$	—		$	(103,260	)

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 825

-SubTopic 10

-Section 50

-Paragraph 16

-URI http://asc.fasb.org/extlink&oid=6947722&loc=d3e13504-108611

Reference 2: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 820

-SubTopic 10

-Section 50

-Paragraph 5

-URI http://asc.fasb.org/extlink&oid=6925170&loc=d3e19296-110258

Reference 3: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 825

-SubTopic 10

-Section 50

-Paragraph 10

-URI http://asc.fasb.org/extlink&oid=6947722&loc=d3e13433-108611

Reference 4: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 825

-SubTopic 10

-Section 50

-Paragraph 30

-URI http://asc.fasb.org/extlink&oid=6957238&loc=d3e14172-108612

Reference 5: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Statement of Financial Accounting Standard (FAS)

-Number 133

-Paragraph 44A, 44B

-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 6: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Statement of Financial Accounting Standard (FAS)

-Number 107

-Paragraph 15C, 15D

-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 7: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Statement of Financial Accounting Standard (FAS)

-Number 107

-Paragraph 15A

-Subparagraph a-d

-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 8: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Statement of Financial Accounting Standard (FAS)

-Number 107

-Paragraph 15B

-Subparagraph a, b

-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 9: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Statement of Financial Accounting Standard (FAS)

-Number 107

-Paragraph 3, 10, 14, 15

-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 10: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Statement of Financial Accounting Standard (FAS)

-Number 157

-Paragraph 32, 33, 34

-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 11: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Statement of Financial Accounting Standard (FAS)

-Number 159

-Paragraph 17-22, 27, 28

-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 12: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 820

-SubTopic 10

-Section 50

-Paragraph 2

-URI http://asc.fasb.org/extlink&oid=6925170&loc=d3e19207-110258

Reference 13: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 825

-SubTopic 10

-Section 50

-Paragraph 21

-URI http://asc.fasb.org/extlink&oid=6947722&loc=d3e13537-108611

Reference 14: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 825

-SubTopic 10

-Section 50

-Paragraph 28

-URI http://asc.fasb.org/extlink&oid=6957238&loc=d3e14064-108612

+ Details

Inventories

12 Months Ended

Sep. 30, 2011

Inventories [Abstract]

Inventories


(8)	Inventories

Inventories, net consist of the following:


	September 30,
	2011		2010

Raw materials	$	59,928	$	62,857
Work in process		25,465		28,239
Finished goods		349,237		439,246

	$	434,630	$	530,342

- Definition

The entire disclosure for inventory. This may include, but is not limited to, the basis of stating inventory, the method of determining inventory cost, the major classes of inventory, and the nature of the cost elements included in inventory. If inventory is stated above cost, accrued net losses on firm purchase commitments for inventory and losses resulting from valuing inventory at the lower-of-cost-or-market may also be included. For LIFO inventory, may disclose the amount and basis for determining the excess of replacement or current cost over stated LIFO value and the effects of a LIFO quantities liquidation that impacts net income.

+ References+ Details

Properties

12 Months Ended

Sep. 30, 2011

Properties [Abstract]

Properties


(9)	Properties

Properties, net consist of the following:


	September 30,
	2011		2010

Land, buildings and improvements	$	101,303	$	79,967
Machinery, equipment and other		202,844		157,319
Construction in progress		10,134		24,037

Total properties, at cost		314,281		261,323
Less accumulated depreciation		107,482		60,014

	$	206,799	$	201,309

- Definition

The entire disclosure for long-lived, physical assets that are used in the normal conduct of business to produce goods and services and not intended for resale. Examples include land, buildings, machinery and equipment, and other types of furniture and equipment including, but not limited to, office equipment, furniture and fixtures, and computer equipment and software. This disclosure may include property plant and equipment accounting policies and methodology, a schedule of property, plant and equipment gross, additions, deletions, transfers and other changes, depreciation, depletion and amortization expense, net, accumulated depreciation, depletion and amortization expense and useful lives, income statement disclosures, assets held for sale and public utility disclosures.

+ References+ Details

Goodwill and Intangibles

12 Months Ended

Sep. 30, 2011

Goodwill and Intangibles [Abstract]

Goodwill and Intangibles


(10)	Goodwill and Intangibles

Consumer Products

A summary of the changes in the carrying amounts of goodwill and intangible assets of the consumer products segment is as follows:


				Intangible Assets
	Goodwill			Indefinite Lived			Amortizable			Total

Balance at September 30, 2009	$	483,348		$	690,236		$	771,709		$	1,461,945
Additions due to SB/RH Merger (Note 22)		120,079			170,930			192,397			363,327
Amortization during period		—			—			(45,920	)		(45,920	)
Effect of translation		(3,372	)		(3,688	)		(6,304	)		(9,992	)

Balance at September 30, 2010		600,055			857,478			911,882			1,769,360
Acquisitions (Note 22)		10,284			2,780			4,193			6,973
Intangible asset impairment		—			(32,450	)		—			(32,450	)
Amortization during period		—			—			(57,695	)		(57,695	)
Effect of translation		(1	)		(1,013	)		(1,266	)		(2,279	)

Balance at September 30, 2011	$	610,338		$	826,795		$	857,114		$	1,683,909

Intangible assets subject to amortization include proprietary technology, customer relationships and certain trade names, which are summarized as follows:


	September 30, 2011						September 30, 2010
			Accumulated						Accumulated				Amortizable
	Cost		Amortization		Net		Cost		Amortization		Net		Life

Customer relationships	$	738,937	$	73,373	$	665,564	$	741,016	$	35,865	$	705,151	15-20 years
Trade names		149,700		16,320		133,380		149,689		3,750		145,939	4-12 years
Technology assets		71,805		13,635		58,170		67,097		6,305		60,792	4-17 years

	$	960,442	$	103,328	$	857,114	$	957,802	$	45,920	$	911,882

Amortization expense related to intangibles subject to amortization is as follows:


	Successor						Predecessor
					Period from		Period from
					August 31,		October 1,
					2009 through		2008 through
					September 30,		August 30,
	2011		2010		2009		2009
Customer relationships	$	38,320	$	35,865	$	2,988	$	14,920
Trade names		12,558		3,750		10		731
Technology assets		6,817		6,305		515		3,448

	$	57,695	$	45,920	$	3,513	$	19,099

Spectrum Brands estimates annual amortization expense for the next five fiscal years will approximate $58,000 per year.

Impairment Charges

In accordance with ASC 350, Spectrum Brands conducts impairment testing on its goodwill. To determine fair value during Fiscal 2011, Fiscal 2010 and the period from October 1, 2008 through August 30, 2009 Spectrum Brands used the discounted estimated future cash flows methodology, third party valuations and negotiated sales prices. Assumptions critical to Spectrum Brands’ fair value estimates under the discounted estimated future cash flows methodology are: (i) the present value factors used in determining the fair value of the reporting units and trade names; (ii) projected average revenue growth rates used in the reporting unit; and (iii) projected long-term growth rates used in the derivation of terminal year values. These and other assumptions are impacted by economic conditions and expectations of management and will change in the future based on period specific facts and circumstances. Spectrum Brands also tested fair value for reasonableness by comparison to the total market capitalization of Spectrum Brands, which includes both its equity and debt securities. In addition, in accordance with ASC 350, as part of Spectrum Brands’ annual impairment testing, Spectrum Brands tested its indefinite-lived trade name intangible assets for impairment by comparing the carrying amount of such trade names to their respective fair values. Fair value was determined using a relief from royalty methodology. Assumptions critical to Spectrum Brands’ fair value estimates under the relief from royalty methodology were: (i) royalty rates; (ii) projected average revenue growth rates; and (iii) applicable discount rates.

A triggering event occurred in Fiscal 2011 which required Spectrum Brands to test its indefinite-lived intangible assets for impairment between annual impairment dates. The realignment of Spectrum Brands’ operating structure constituted a triggering event for impairment testing. Spectrum Brands first compared the fair values to the carrying amounts and determined the fair values were in excess of the carrying amounts and, accordingly, no further testing of goodwill was required. Furthermore, in connection with the triggering event impairment testing, Spectrum Brands also tested the fair values of its intangible assets and concluded that the fair value of its intangible assets exceeded is carrying value.

In connection with Spectrum Brands’ annual goodwill impairment testing performed during Fiscal 2011and Fiscal 2010 the first step of such testing indicated that the fair value of Spectrum Brands’ reporting units were in excess of their carrying amounts and, accordingly, no further testing of goodwill was required.

In connection with the Predecessor’s annual goodwill impairment testing performed during Fiscal 2009, which was completed by the Predecessor before applying fresh-start reporting, the first step of such testing indicated that the fair value of the Predecessor’s reporting segments were in excess of their carrying amounts and, accordingly, no further testing of goodwill was required.

In connection with its annual impairment testing of indefinite-lived intangible assets during Fiscal 2011, Spectrum Brands concluded that the fair values of certain trade name intangible assets were less than the carrying amounts of those assets. As a result, during Fiscal 2011 Spectrum Brands recorded non-cash pretax intangible asset impairment charges of approximately $32,450 within “Selling, general and administrative expenses” which was equal to the excess of the carrying amounts of the intangible assets over the fair value of such assets. During Fiscal 2010, Spectrum Brands concluded that the fair value of its intangible assets exceeded its carrying value. During the period from October 1, 2008 through August 30, 2009, in connection with its annual impairment testing, Spectrum Brands concluded that the fair values of certain trade name intangible assets were less than the carrying amounts of those assets. As a result, during the period from October 1, 2008 through August 30, 2009 Spectrum Brands recorded non-cash pretax impairment charges of approximately $34,391 within “Selling, general and administrative expenses” representing the excess of the carrying amounts of the intangible assets over the fair value of such assets.

The above impairments of trade name intangible assets were primarily attributed to lower current and forecasted profits, reflecting more conservative growth rates versus those originally assumed by the Company at the time of acquisition or upon adoption of fresh start reporting.

Insurance

Information regarding VOBA and DAC (including DSI) is as follows:


	VOBA			DAC			Total

Balance at September 30, 2010	$	—		$	—		$	—
Acquisition of FGL on April 6, 2011		577,163			—			577,163
Deferrals		—			41,152			41,152
Less: Amortization related to:
Unlocking		(2,320	)		97			(2,223	)
Interest		14,040			—			14,040
Other amortization		294			(996	)		(702	)
Add: Adjustment for unrealized investment (gains), net		(170,117	)		(2,146	)		(172,263	)

Balance at September 30, 2011	$	419,060		$	38,107		$	457,167

Amortization of VOBA and DAC is based on the amount of gross margins or profits recognized, including investment gains and losses. The adjustment for unrealized net investment gains represents the amount of VOBA and DAC that would have been amortized if such unrealized gains and losses had been recognized. This is referred to as the “shadow adjustments” as the additional amortization is reflected in other comprehensive income rather than the statement of operations.

The above DAC balances include $5,048 of DSI, net of shadow adjustments as of September 30, 2011.

The weighted average amortization period for VOBA and DAC are approximately 5 and 5.5 years, respectively. Estimated amortization expense for VOBA and DAC in future fiscal years is as follows:


For the Year Ending	Estimated Amortization Expense
September 30,	VOBA		DAC

2012	$	74,752	$	3,713
2013		83,115		4,590
2014		76,070		5,084
2015		65,544		4,780
2016		57,646		4,442
Thereafter		232,050		17,644

- Definition

The entire disclosure for the aggregate amount of goodwill and a description of intangible assets, which may include (a) for amortizable intangible assets (also referred to as finite-lived intangible assets), the carrying amount, the amount of any significant residual value, and the weighted-average amortization period, (b) for intangible assets not subject to amortization (also referred to as indefinite-lived intangible assets), the carrying amount, and (c) the amount of research and development assets acquired and written off in the period, including the line item in the income statement in which the amounts written off are aggregated, if not readily apparent from the income statement. Also discloses (a) for amortizable intangibles assets in total and by major class, the gross carrying amount and accumulated amortization, the total amortization expense for the period, and the estimated aggregate amortization expense for each of the five succeeding fiscal years, (b) for intangible assets not subject to amortization the carrying amount in total and by major class, and (c) for goodwill, in total and for each reportable segment, the changes in the carrying amount of goodwill during the period (including the aggregate amount of goodwill acquired, the aggregate amount of impairment losses recognized, and the amount of goodwill included in the gain (loss) on disposal of a reporting unit). If any part of goodwill has not been allocated to a reportable segment, discloses the unallocated amount and the reasons for not allocating. For each impairment loss recognized related to an intangible asset (excluding goodwill), discloses: (a) a description of the impaired intangible asset and the facts and circumstances leading to the impairment, (b) the amount of the impairment loss and the method for determining fair value, (c) the caption in the income statement or the statement of activities in which the impairment loss is aggregated, and (d) the segment in which the impaired intangible asset is reported. For each goodwill impairment loss recognized, discloses: (a) a description of the facts and circumstances leading to the impairment, (b) the amount of the impairment loss and the method of determining the fair value of the associated reporting unit, and (c) if a recognized impairment loss is an estimate not finalized and the reasons why the estimate is not final. May also disclose the nature and amount of any significant adjustments made to a previous estimate of an impairment loss.

+ References+ Details

Debt

12 Months Ended

Sep. 30, 2011

Debt [Abstract]

Debt

(12) Debt

The Company’s consolidated debt consists of the following:


	September 30, 2011						September 30, 2010
	Amount			Rate			Amount			Rate

*HGI:*
10.625% Senior Secured Notes, due November 15, 2015	$	500,000			10.625	%	$	—			—
*Spectrum Brands:*
Term loan, due June 17, 2016		525,237			5.1	%		750,000			8.1	%
9.5% Senior Secured Notes, due June 15, 2018		750,000			9.5	%		750,000			9.5	%
12% Notes, due August 28, 2019		245,031			12.0	%		245,031			12.0	%
ABL Revolving Credit Facility, expiring April 21, 2016		—			2.5	%		—			4.1	%
Other notes and obligations		19,333			10.5	%		13,605			10.8	%
Capitalized lease obligations		24,911			6.2	%		11,755			5.2	%

		2,064,512						1,770,391
Original issuance discounts on debt, net		(15,732	)					(26,624	)
Less current maturities		16,090						20,710

Long-term debt — Consumer Products and Other	$	2,032,690					$	1,723,057

*FGL:*
Note payable — Insurance	$	95,000					$	—

Aggregate scheduled maturities of debt as of September 30, 2011 are as follows:


	Scheduled
Fiscal Year	Maturities

2012	$	111,090
2013		14,347
2014		8,792
2015		8,376
2016		1,005,974
Thereafter		1,010,933

	$	2,159,512

Aggregate capitalized lease obligations included in the amounts above are payable in installments of $2,645 in 2012, $2,208 in 2013, $1,671 in 2014, $1,255 in 2015, $1,230 in 2016 and $15,902 thereafter.

HGI

On November 15, 2010 and June 28, 2011, HGI issued $350,000 and $150,000, respectively, or $500,000 aggregate principal amount of 10.625% Senior Secured Notes due November 15, 2015 (“10.625% Notes”). The 10.625% Notes were sold only to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and to certain persons in offshore transactions in reliance on Regulation S, but were subsequently registered under the Securities Act. The 10.625% Notes were issued at an aggregate price equal to 99.311% of the principal amount thereof, with a net original issue discount (“OID”) of $3,445. Interest on the 10.625% Notes is payable semi-annually, commencing on May 15, 2011 and ending November 15, 2015. The 10.625% Notes are collateralized with a first priority lien on substantially all of the assets directly held by HGI, including stock in its subsidiaries (with the exception of Zap.Com, but including Spectrum Brands, Harbinger F&G, LLC (“HFG”), the wholly-owned parent of FGL, and HGI Funding) and HGI’s directly held cash and investment securities.

HGI has the option to redeem the 10.625% Notes prior to May 15, 2013 at a redemption price equal to 100% of the principal amount plus a make-whole premium and accrued and unpaid interest to the date of redemption. At any time on or after May 15, 2013, HGI may redeem some or all of the 10.625% Notes at certain fixed redemption prices expressed as percentages of the principal amount, plus accrued and unpaid interest. At any time prior to November 15, 2013, HGI may redeem up to 35% of the original aggregate principal amount of the 10.625% Notes with net cash proceeds received by HGI from certain equity offerings at a price equal to 110.625% of the principal amount of the 10.625% Notes redeemed, plus accrued and unpaid interest, if any, to the date of redemption, provided that redemption occurs within 90 days of the closing date of such equity offering, and at least 65% of the aggregate principal amount of the 10.625% Notes remains outstanding immediately thereafter.

The indenture governing the 10.625% Notes contains covenants limiting, among other things, and subject to certain qualifications and exceptions, the ability of HGI, and, in certain cases, HGI’s subsidiaries, to incur additional indebtedness; create liens; engage in sale-leaseback transactions; pay dividends or make distributions in respect of capital stock; make certain restricted payments; sell assets; engage in certain transactions with affiliates; or consolidate or merge with, or sell substantially all of its assets to, another person. HGI is also required to maintain compliance with certain financial tests, including minimum liquidity and collateral coverage ratios that are based on the fair market value of the assets held directly by HGI, including our equity interests in Spectrum Brands and our other subsidiaries such as HFG and HGI Funding. At September 30, 2011, the Company was in compliance with all covenants under the 10.625% Notes.

HGI incurred $16,200 of costs in connection with its issuance of the 10.625% Notes. These costs are classified as “Deferred charges and other assets” in the accompanying Consolidated Balance Sheet as of September 30, 2011 and, along with the OID, are being amortized to interest expense utilizing the effective interest method over the term of the 10.625% Notes.

Spectrum Brands

In connection with the SB/RH Merger, on June 16, 2010, Spectrum Brands (i) entered into a new senior secured term loan pursuant to a new senior credit agreement consisting of a $750,000 U.S. dollar term subsequently refinanced in February 2011 (the “Term Loan”), (ii) issued $750,000 in aggregate principal amount of 9.5% Senior Secured Notes due June 15, 2018 (the “9.5% Notes”) and (iii) entered into a $300,000 U.S. Dollar asset based revolving loan facility (the “ABL Revolving Credit Facility”). The proceeds from such financings were used to repay Spectrum Brands’ then-existing senior term credit facility (the “Prior Term Facility”) and Spectrum Brands’ then-existing asset based revolving loan facility, to pay fees and expenses in connection with the refinancing and for general corporate purposes.

The 9.5% Notes and 12% Notes were issued by SBI. SB/RH Holdings, LLC, a wholly-owned subsidiary of Spectrum Brands, and the wholly owned domestic subsidiaries of SBI are the guarantors under the 9.5% Notes. The wholly owned domestic subsidiaries of SBI are the guarantors under the 12% Notes. Spectrum Brands is not an issuer or guarantor of the 9.5% Notes or the 12% Notes. Spectrum Brands is also not a borrower or guarantor under the SBI term loan or the ABL Revolving Credit Facility. SBI is the borrower under the Term Loan and its wholly owned domestic subsidiaries along with SB/RH Holdings, LLC are the guarantors under that facility. SBI and its wholly owned domestic subsidiaries are the borrowers under the ABL Revolving Credit Facility and SB/RH Holdings, LLC is a guarantor of that facility.

Senior Term Credit Facility

On February 1, 2011, Spectrum Brands completed the refinancing of its term loan facility, which was initially established in connection with the SB/RH Merger, and at February 1, 2011, had an aggregate amount outstanding of $680,000, with an amended and restated credit agreement (together with the amended ABL Revolving Credit Facility, the “Senior Credit Facilities”) at a lower interest rate. The Term Loan was issued at par and has a maturity date of June 17, 2016. Subject to certain mandatory prepayment events, the Term Loan is subject to repayment according to a scheduled amortization, with the final payment of all amounts outstanding, plus accrued and unpaid interest, due at maturity. Among other things, the Term Loan provides for interest at a rate per annum equal to, at Spectrum Brands’ option, the LIBO rate (adjusted for statutory reserves) subject to a 1.00% floor plus a margin equal to 4.00%, or an alternate base rate plus a margin equal to 3.00%.

The Term Loan contains financial covenants with respect to debt, including, but not limited to, a maximum leverage ratio and a minimum interest coverage ratio, which covenants, pursuant to their terms, become more restrictive over time. In addition, the Term Loan contains customary restrictive covenants, including, but not limited to, restrictions on Spectrum Brands’ ability to incur additional indebtedness, create liens, make investments or specified payments, give guarantees, pay dividends, make capital expenditures and merge or acquire or sell assets. Pursuant to a guarantee and collateral agreement, SBI and its domestic subsidiaries have guaranteed their respective obligations under the Term Loan and related loan documents and have pledged substantially all of their respective assets to secure such obligations. The Term Loan also provides for customary events of default, including payment defaults and cross-defaults on other material indebtedness.

In connection with voluntary prepayments of $220,000 of term debt and the refinancing of the Term Loan, during Fiscal 2011, Spectrum Brands recorded charges to interest expense aggregating $37,544, consisting of (i) the accelerated amortization of debt issuance costs and original issue discount totaling $31,891 and (ii) prepayment penalties of $5,653. Spectrum Brands incurred $10,545 of fees in connection with the Term Loan, which are classified as “Deferred charges and other assets” in the accompanying Consolidated Balance Sheet as of September 30, 2011 and are being amortized to interest expense utilizing the effective interest method over the term of the Term Loan.

9.5% Notes

Spectrum Brands may redeem all or a part of the 9.5% Notes, upon not less than 30 or more than 60 days notice at specified redemption prices. Further, the indenture governing the 9.5% Notes (the “2018 Indenture”) requires Spectrum Brands to make an offer, in cash, to repurchase all or a portion of the applicable outstanding notes for a specified redemption price, including a redemption premium, upon the occurrence of a change of control of Spectrum Brands, as defined in such indenture.

The 2018 Indenture contains customary covenants that limit, among other things, the incurrence of additional indebtedness, payment of dividends on or redemption or repurchase of equity interests, the making of certain investments, expansion into unrelated businesses, creation of liens on assets, merger or consolidation with another company, transfer or sale of all or substantially all assets, and transactions with affiliates.

In addition, the 2018 Indenture provides for customary events of default, including failure to make required payments, failure to comply with certain agreements or covenants, failure to make payments on or acceleration of certain other indebtedness, and certain events of bankruptcy and insolvency. Events of default under the 2018 Indenture arising from certain events of bankruptcy or insolvency will automatically cause the acceleration of the amounts due under the 9.5% Notes. If any other event of default under the 2018 Indenture occurs and is continuing, the trustee for the 2018 Indenture or the registered holders of at least 25% in the then aggregate outstanding principal amount of the 9.5% Notes may declare the acceleration of the amounts due under those notes.

The 9.5% Notes were issued at a 1.37% discount and were recorded net of the $10,245 amount incurred. The discount is being amortized as an adjustment to the carrying value of principal with a corresponding charge to interest expense over the remaining life of the 9.5% Notes. During Fiscal 2010, Spectrum Brands recorded $20,823 of fees in connection with the issuance of the 9.5% Notes. The fees are classified as “Deferred charges and other assets” within the accompanying Consolidated Balance Sheets and are being amortized as an adjustment to interest expense over the remaining term of the 9.5% Notes.

12% Notes

On August 28, 2009, in connection with emergence from the voluntary reorganization under Chapter 11 of the Bankruptcy Code, Spectrum Brands issued $218,076 in aggregate principal amount of 12% Notes maturing August 28, 2019. Semiannually, at its option, Spectrum Brands may elect to pay interest on the 12% Notes in cash or as payment in kind, or “PIK”. PIK interest is added to principal upon the relevant semi-annual interest payment date. Under the Prior Term Facility, Spectrum Brands agreed to make interest payments on the 12% Notes through PIK for the first three semi-annual interest payment periods following the Effective Date. As a result of the refinancing of the Prior Term Facility Spectrum Brands is no longer required to make interest payments as payment in kind after the semi-annual interest payment date of August 28, 2010. At both September 30, 2011 and September 30, 2010, Spectrum Brands had outstanding principal of $245,031, under the 12% Notes, including PIK interest of $26,955 that was added to principal during Fiscal 2010.

Spectrum Brands may redeem all or a part of the 12% Notes, upon not less than 30 or more than 60 days notice, beginning August 28, 2012 at specified redemption prices. Further, the indenture governing the 12% Notes (the “2019 Indenture”) requires Spectrum Brands to make an offer, in cash, to repurchase all or a portion of the applicable outstanding notes for a specified redemption price, including a redemption premium, upon the occurrence of a change of control of Spectrum Brands, as defined in such indenture.

The 2019 Indenture contains customary covenants that limit, among other things, the incurrence of additional indebtedness, payment of dividends on or redemption or repurchase of equity interests, the making of certain investments, expansion into unrelated businesses, creation of liens on assets, merger or consolidation with another company, transfer or sale of all or substantially all assets, and transactions with affiliates of Spectrum Brands.

In addition, the 2019 Indenture provides for customary events of default, including failure to make required payments, failure to comply with certain agreements or covenants, failure to make payments on acceleration of certain other indebtedness, and certain events of bankruptcy and insolvency. Events of default under the 2019 Indenture arising from certain events of bankruptcy or insolvency will automatically cause the acceleration of the amounts due under the 12% Notes. If any other event of default under the 2019 Indenture occurs and is continuing, the trustee for the 2019 Indenture or the registered holders of at least 25% in the then aggregate outstanding principal amount of the 12% Notes may declare the acceleration of the amounts due under those notes.

In connection with the SB/RH Merger, Spectrum Brands obtained the consent of the note holders to certain amendments to the 2019 Indenture (the “Supplemental Indenture”). The Supplemental Indenture became effective upon the closing of the SB/RH Merger. Among other things, the Supplemental Indenture amended the definition of change in control to exclude the Principal Stockholders and increased Spectrum Brands’ ability to incur indebtedness up to $1,850,000.

During Fiscal 2010, Spectrum Brands recorded $2,966 of fees in connection with the consent. The fees are classified as “Deferred charges and other assets” within the accompanying Consolidated Balance Sheets and are being amortized as an adjustment to interest expense over the remaining term of the 12% Notes effective with the closing of the SB/RH Merger.

ABL Revolving Credit Facility

On April 21, 2011, Spectrum Brands amended the ABL Revolving Credit Facility. The amended facility carries an interest rate, at Spectrum Brand’s option, which is subject to change based on availability under the facility, of either: (a) the base rate plus currently 1.25% per annum or (b) the reserve-adjusted LIBO rate (the “Eurodollar Rate”) plus currently 2.25% per annum. No amortization is required with respect to the ABL Revolving Credit Facility. The ABL Revolving Credit Facility is scheduled to expire on April 21, 2016.

The ABL Revolving Credit Facility is governed by a credit agreement (the “ABL Credit Agreement”) with Bank of America as administrative agent (the “Agent”). The ABL Revolving Credit Facility consists of revolving loans (the “Revolving Loans”), with a portion available for letters of credit and a portion available as swing line loans, in each case subject to the terms and limits described therein.

The Revolving Loans may be drawn, repaid and reborrowed without premium or penalty. The proceeds of borrowings under the ABL Revolving Credit Facility are to be used for costs, expenses and fees in connection with the ABL Revolving Credit Facility, for working capital requirements of Spectrum Brands and its subsidiaries’, restructuring costs, and other general corporate purposes.

The ABL Credit Agreement contains various representations and warranties and covenants, including, without limitation, enhanced collateral reporting, and a maximum fixed charge coverage ratio. The ABL Credit Agreement also provides for customary events of default, including payment defaults and cross-defaults on other material indebtedness.

During Fiscal 2010, Spectrum Brands recorded $9,839 of fees in connection with the ABL Revolving Credit Facility and, during Fiscal 2011, recorded $2,071 of fees in connection with the amendment. The fees are classified as “Deferred charges and other assets” within the accompanying Consolidated Balance Sheets and are being amortized as an adjustment to interest expense over the remaining term of the ABL Revolving Credit Facility. Pursuant to the credit and security agreement, the obligations under the ABL credit agreement are secured by certain current assets of the guarantors, including, but not limited to, deposit accounts, trade receivables and inventory.

As a result of borrowings and payments under the ABL Revolving Credit Facility at September 30, 2011, Spectrum Brands had aggregate borrowing availability of approximately $176,612, net of lender reserves of $48,769 and outstanding letters of credit of $32,962.

FGL

On April 7, 2011, Raven Reinsurance Company (“Raven Re”), a newly-formed wholly-owned subsidiary of FGL, issued a $95,000 surplus note to OMGUK, as discussed further in Note 20. The surplus note was issued at par and carried a 6% fixed interest rate. The note had a maturity date which was the later of (i) December 31, 2012 or (ii) the date on which all amounts due and payable to the lender have been paid in full. The note was settled on October 17, 2011 in connection with the closing of the Raven Springing amendment and the replacement of the Reserve Facility (see Note 29).

- Definition

The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants.

+ References+ Details

Temporary Equity

12 Months Ended

Sep. 30, 2011

Temporary Equity [Abstract]

Temporary Equity


(13)	Temporary Equity

On May 13, 2011 and August 5, 2011, the Company issued 280 shares of Series A Preferred Stock and 120 shares of Series A-2 Preferred Stock, respectively, in private placements pursuant to securities purchase agreements, for aggregate gross proceeds of $400,000. The Preferred Stock (i) is redeemable for cash (or, if a holder does not elect cash, automatically converted into common stock) on May 13, 2018, (ii) is convertible into the Company’s common stock at an initial conversion price of $6.50 per share for the Series A and $7.00 per share for the Series A-2, both subject to anti-dilution adjustments, (iii) has a liquidation preference of the greater of 150% of the purchase price or the value that would be received if it were converted into common stock, (iv) accrues a cumulative quarterly cash dividend at an annualized rate of 8% and (v) has a quarterly non-cash principal accretion at an annualized rate of 4% that will be reduced to 2% or 0% if the Company achieves specified rates of growth measured by increases in its net asset value. The Preferred Stock is entitled to vote, subject to certain regulatory limitations, and to receive cash dividends and in-kind distributions on an as-converted basis with the common stock.

If the Company were to issue certain equity securities at a price lower than the conversion price of the respective series of Preferred Stock, the conversion price would be adjusted downward to reflect the dilutive effect of the newly issued equity securities (a “down round” provision). Therefore, in accordance with the guidance in ASC 815, Derivatives and Hedging, the conversion feature requires bifurcation and must be separately accounted for as derivative liabilities at fair value with any changes in fair value reported in current earnings (see Note 6). The Company valued the conversion feature using the Monte Carlo simulation approach, which utilizes various inputs including the Company’s stock price, volatility, risk-free rate and discount yield.

As of the respective issuance dates, the Company determined the fair values of the bifurcated conversion feature were approximately $85,700 for the Series A and approximately $17,560 for the Series A-2. The residual $296,740 aggregate value of the host contracts, less $14,027 of issuance costs, has been classified as temporary equity, as the securities are redeemable at the option of the holder and upon the occurrence of an event that is not solely within the control of the issuer. The resulting $117,287 difference between the issuance price and initial carrying value of $282,713 is being accreted to “Preferred stock dividends and accretion” in the accompanying Consolidated Statements of Operations using the effective interest method over the Preferred Stock’s contractual/expected life of approximately seven years through May 13, 2018.

The carrying value of Preferred Stock reflects the following components as of September 30, 2011:


	Series A			Series A-2
	(280 Shares)			(120 Shares)			Total

Initial issuance price	$	280,000		$	120,000		$	400,000
Principal accretion		4,308			747			5,055

Redemption value		284,308			120,747			405,055
Bifurcation of embedded conversion feature on issuance		(85,700	)		(17,560	)		(103,260	)
Issuance costs		(11,058	)		(2,969	)		(14,027	)
Accretion		4,210			459			4,669

	$	191,760		$	100,677		$	292,437

Permanent Equity

12 Months Ended

Sep. 30, 2011

Permanent Equity [Abstract]

Permanent Equity


(14)	Permanent Equity

Accumulated Other Comprehensive Income (Loss)

Amounts recorded in AOCI in the accompanying Consolidated Statements of Permanent Equity (Deficit) and Comprehensive Income (Loss) consist of the following components:


				Non-credit			Other
				Related			Unrealized			Actuarial
	Unrealized			Other-than-			Gains (Losses)-			Adjustments			Cumulative
	Investment			temporary			Cash Flow			to Pension			Translation
	Gains, net			Impairments			Hedges			Plans			Adjustments			Total

Balances at August 30, 2009, Successor(A)	$	—		$	—		$	—		$	—		$	—		$	—
Gross change before reclassification adjustment		—			—			867			57			6,226			7,150
Net reclassification adjustment for losses (gains) included in earnings								—			—			—			—

Gross change after reclassification adjustment		—			—			867			57			6,226			7,150
Deferred tax effect		—			—			(16	)		519			(330	)		173
Deferred tax valuation allowance		—			—			—			(766	)		11			(755	)

Net adjustment to AOCI		—			—			851			(190	)		5,907			6,568

Balances at September 30, 2009, Successor	$	—		$	—		$	851		$	(190	)	$	5,907		$	6,568
Gross change before reclassification adjustment		—			—			(15,621	)		(29,141	)		11,511			(33,251	)
Net reclassification adjustment for losses (gains) included in earnings								6,356			1,355			—			7,711

Gross change after reclassification adjustment		—			—			(9,265	)		(27,786	)		11,511			(25,540	)
Deferred tax effect		—			—			2,775			8,904			1,085			12,764
Deferred tax valuation allowance		—			—			(116	)		(2,763	)		481			(2,398	)
Noncontrolling interest		—			—			1,276			8,084			(12,682	)		(3,322	)

Net adjustment to AOCI		—			—			(5,330	)		(13,561	)		395			(18,496	)
Noncontrolling interest recapitalization adjustment		—			—			1,342			1,347			4,044			6,733

Balances at September 30, 2010, Successor	$	—		$	—		$	(3,137	)	$	(12,404	)	$	10,346		$	(5,195	)
Gross change before reclassification adjustment		420,929			500			(5,992	)		(7,609	)		(12,857	)		394,971
Net reclassification adjustment for losses (gains) included in earnings		(3,861	)		—			13,422			8			—			9,569

Gross change after reclassification adjustment		417,068			500			7,430			(7,601	)		(12,857	)		404,540
Intangible assets adjustment		(172,057	)		(206	)		—			—			—			(172,263	)
Deferred tax effect		(85,709	)		(103	)		(2,671	)		2,037			2,742			(83,704	)
Deferred tax valuation allowance		—			—			(331	)		3,529			(492	)		2,706
Noncontrolling interest		—			—			(2,128	)		373			5,436			3,681

Net adjustment to AOCI		159,302			191			2,300			(1,662	)		(5,171	)		154,960
Change in noncontrolling interest		—			—			132			278			(727	)		(317	)

Balances at September 30, 2011, Successor	$	159,302		$	191		$	(705	)	$	(13,788	)	$	4,448		$	149,448

Cumulative components at September 30, 2011:
Gross amounts (after reclassification adjustments)	$	417,068		$	500		$	(968	)	$	(35,330	)	$	4,880		$	386,150
Intangible assets adjustments		(172,057	)		(206	)		—			—			—			(172,263	)
Tax effects		(85,709	)		(103	)		(359	)		11,460			3,497			(71,214	)
Noncontrolling interest		—			—			622			10,082			(3,929	)		6,775

	$	159,302		$	191		$	(705	)	$	(13,788	)	$	4,448		$	149,448

Cumulative components at September 30, 2010:
Gross amounts (after reclassification adjustments)	$	—		$	—		$	(8,398	)	$	(27,729	)	$	17,737		$	(18,390	)
Intangible assets adjustments		—			—			—			—			—			—
Tax effects		—			—			2,643			5,894			1,247			9,784
Noncontrolling interest		—			—			2,618			9,431			(8,638	)		3,411

	$	—		$	—		$	(3,137	)	$	(12,404	)	$	10,346		$	(5,195	)


(A)		Predecessor AOCI balances were eliminated upon adoption of fresh-start reporting.

Restricted Net Assets of Subsidiaries

HGI’s equity in restricted net assets of consolidated subsidiaries was approximately $1,173,000 as of September 30, 2011, representing 132% of HGI’s consolidated stockholders’ equity as of September 30, 2011 and consisted of net assets of FGL and Spectrum Brands, less noncontrolling interest, which were restricted as to transfer to HGI in the form of cash dividends, loans or advances under regulatory or debt covenant restrictions.

- Definition

The entire disclosure for shareholders' equity, comprised of portions attributable to the parent entity and noncontrolling interest, if any, including other comprehensive income (as applicable). Including, but not limited to: (1) balances of common stock, preferred stock, additional paid-in capital, other capital and retained earnings; (2) accumulated balance for each classification of other comprehensive income and total amount of comprehensive income; (3) amount and nature of changes in separate accounts, including the number of shares authorized and outstanding, number of shares issued upon exercise and conversion, and for other comprehensive income, the adjustments for reclassifications to net income; (4) rights and privileges of each class of stock authorized; (5) basis of treasury stock, if other than cost, and amounts paid and accounting treatment for treasury stock purchased significantly in excess of market; (6) dividends paid or payable per share and in the aggregate for each class of stock for each period presented; (7) dividend restrictions and accumulated preferred dividends in arrears (in aggregate and per share amount); (8) retained earnings appropriations or restrictions, such as dividend restrictions; (9) impact of change in accounting principle, initial adoption of new accounting principle and correction of an error in previously issued financial statements; (10) shares held in trust for Employee Stock Ownership Plan (ESOP); (11) deferred compensation related to issuance of capital stock; (12) note received for issuance of stock; (13) unamortized discount on shares; (14) description, terms, and number of warrants or rights outstanding; (15) shares under subscription and subscription receivables, effective date of new retained earnings after quasi-reorganization and deficit eliminated by quasi-reorganization and, for a period of at least ten years after the effective date, the point in time from which the new retained dates; and (16) retroactive effective of subsequent change in capital structure.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 235

-SubTopic 10

-Section S99

-Paragraph 1

-Subparagraph (SX 210.4-08.(d),(e))

-URI http://asc.fasb.org/extlink&oid=6881521&loc=d3e23780-122690

Reference 2: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 505

-SubTopic 10

-Section S99

-Paragraph 4

-Subparagraph (SAB TOPIC 4.C)

-URI http://asc.fasb.org/extlink&oid=6959260&loc=d3e187143-122770

Reference 3: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 505

-SubTopic 10

-Section 50

-Paragraph 6

-URI http://asc.fasb.org/extlink&oid=6928386&loc=d3e21506-112644

Reference 4: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Staff Accounting Bulletin (SAB)

-Number Topic 4

-Section C

Reference 5: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 310

-SubTopic 10

-Section S99

-Paragraph 2

-Subparagraph (SAB TOPIC 4.E)

-URI http://asc.fasb.org/extlink&oid=6228006&loc=d3e74512-122707

Reference 6: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 505

-SubTopic 10

-Section 50

-Paragraph 3

-URI http://asc.fasb.org/extlink&oid=6928386&loc=d3e21475-112644

Reference 7: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 505

-SubTopic 30

-Section 50

-Paragraph 2

-URI http://asc.fasb.org/extlink&oid=6405834&loc=d3e23285-112656

Reference 8: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 505

-SubTopic 10

-Section 50

-Paragraph 11

-URI http://asc.fasb.org/extlink&oid=6928386&loc=d3e21564-112644

Reference 9: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 210

-SubTopic 10

-Section S99

-Paragraph 1

-Subparagraph (SX 210.5-02.29-31)

-URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682

Reference 10: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 505

-SubTopic 10

-Section 50

-Paragraph 5

-URI http://asc.fasb.org/extlink&oid=6928386&loc=d3e21488-112644

Reference 11: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 505

-SubTopic 10

-Section S99

-Paragraph 1

-Subparagraph (SX 210.3-04)

-URI http://asc.fasb.org/extlink&oid=6959260&loc=d3e187085-122770

Reference 12: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 505

-SubTopic 10

-Section 50

-Paragraph 4

-URI http://asc.fasb.org/extlink&oid=6928386&loc=d3e21484-112644

Reference 13: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Glossary Preferred Stock

-URI http://asc.fasb.org/extlink&oid=6521494

Reference 14: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 505

-SubTopic 10

-Section 50

-Paragraph 2

-URI http://asc.fasb.org/extlink&oid=6928386&loc=d3e21463-112644

Reference 15: http://www.xbrl.org/2003/role/presentationRef

-Publisher AICPA

-Name Accounting Principles Board Opinion (APB)

-Number 12

-Paragraph 10

-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 16: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Regulation S-X (SX)

-Number 210

-Section 04

-Article 3

Reference 17: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Regulation S-X (SX)

-Number 210

-Article 4

-Section 08

-Paragraph d

Reference 18: http://www.xbrl.org/2003/role/presentationRef

-Publisher AICPA

-Name Accounting Research Bulletin (ARB)

-Number 43

-Chapter 1

-Section B

-Paragraph 7, 11A

-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 19: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Statement of Financial Accounting Standard (FAS)

-Number 129

-Paragraph 2, 3, 4, 5, 6, 7, 8

-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 20: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Regulation S-X (SX)

-Number 210

-Section 08

-Article 4

Reference 21: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Statement of Financial Accounting Standard (FAS)

-Number 5

-Paragraph 15

-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 22: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Regulation S-X (SX)

-Number 210

-Section 02

-Paragraph 29, 30, 31

-Article 5

Reference 23: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Staff Accounting Bulletin (SAB)

-Number Topic 4

-Section E

+ Details

Employee Benefit Plans

12 Months Ended

Sep. 30, 2011

Employee Benefit Plans [Abstract]

Employee Benefit Plans


(15)	Employee Benefit Plans

Defined Benefit Plans

HGI

HGI has a noncontributory defined benefit pension plan (the “HGI Pension Plan”) covering certain former U.S. employees. During 2006, the HGI Pension Plan was frozen which caused all existing participants to become fully vested in their benefits.

Additionally, HGI has an unfunded supplemental pension plan (the “Supplemental Plan”) which provides supplemental retirement payments to certain former senior executives of HGI. The amounts of such payments equal the difference between the amounts received under the HGI Pension Plan and the amounts that would otherwise be received if HGI Pension Plan payments were not reduced as the result of the limitations upon compensation and benefits imposed by Federal law. Effective December 1994, the Supplemental Plan was frozen.

Spectrum Brands

Spectrum Brands has various defined benefit pension plans (the “Spectrum Brands Pension Plans”) covering some of its employees in the United States and certain employees in other countries, primarily the United Kingdom and Germany. The Spectrum Brands Pension Plans generally provide benefits of stated amounts for each year of service. Spectrum Brands funds its U.S. pension plans in accordance with the requirements of the defined benefit pension plans and, where applicable, in amounts sufficient to satisfy the minimum funding requirements of applicable laws. Additionally, in compliance with Spectrum Brands’ funding policy, annual contributions to non-U.S. defined benefit plans are equal to the actuarial recommendations or statutory requirements in the respective countries.

Spectrum Brands also sponsors or participates in a number of other non-U.S. pension arrangements, including various retirement and termination benefit plans, some of which are covered by local law or coordinated with government-sponsored plans, which are not significant in the aggregate and therefore are not included in the information presented below. Spectrum Brands also has various nonqualified deferred compensation agreements with certain of its employees. Under certain of these agreements, Spectrum Brands has agreed to pay certain amounts annually for the first 15 years subsequent to retirement or to a designated beneficiary upon death. It is management’s intent that life insurance contracts owned by Spectrum Brands will fund these agreements. Under the remaining agreements, Spectrum Brands has agreed to pay such deferred amounts in up to 15 annual installments beginning on a date specified by the employee, subsequent to retirement or disability, or to a designated beneficiary upon death.

Spectrum Brands also provides postretirement life insurance and medical benefits to certain retirees under two separate contributory plans.

Consolidated

The recognition and disclosure provisions of ASC Topic 715: “Compensation-Retirement Benefits” (“ASC 715”) requires recognition of the overfunded or underfunded status of defined benefit pension and postretirement plans as an asset or liability in the consolidated balance sheet, and to recognize changes in that funded status in AOCI. In accordance with the measurement date provisions of ASC 715, the Company measures all of its defined benefit pension and postretirement plan assets and obligations as of September 30, which is the Company’s fiscal year end.

The following tables provide additional information on the Company’s pension and other postretirement benefit plans which principally relate to Spectrum Brands:


	Pension and Deferred
	Compensation Benefits						Other Benefits
	2011			2010			2011			2010

Change in benefit obligation:
Benefit obligation, beginning of year	$	234,807		$	132,752		$	527		$	476
Obligations assumed in merger with Russell Hobbs		—			54,468			—			—
Obligations of HGI plans as of June 16, 2010		—			18,691			—			—
Service cost		2,543			2,479			11			9
Interest cost		11,239			8,515			27			26
Actuarial (gain) loss		(9,022	)		26,474			(21	)		25
Participant contributions		189			495			—			—
Benefits paid		(10,189	)		(6,997	)		(2	)		(9	)
Foreign currency exchange rate changes		(905	)		(2,070	)		—			—

Benefit obligation, end of year	$	228,662		$	234,807		$	542		$	527

Change in plan assets:
Fair value of plan assets, beginning of year	$	140,072		$	78,345		$	—		$	—
Assets acquired in merger with Russell Hobbs		—			38,458			—			—
Assets of HGI plans as of June 16, 2010		—			14,433			—			—
Actual return on plan assets		(501	)		8,127			—			—
Employer contributions		13,280			6,264			2			9
Employee contributions		1,821			2,127			—			—
Benefits paid		(10,189	)		(6,997	)		(2	)		(9	)
Plan expenses paid		(226	)		(237	)		—			—
Foreign currency exchange rate changes		(589	)		(448	)		—			—

Fair value of plan assets, end of year	$	143,668		$	140,072		$	—		$	—

Accrued Benefit Cost/Funded Status	$	(84,994	)	$	(94,735	)	$	(542	)	$	(527	)

Weighted-average assumptions:
Discount rate		4.0%-13.6%			3.8%-13.6%			5.0	%		5.0	%
Expected return on plan assets		3.0%-7.8%			4.5%-8.8%			N/A			N/A
Rate of compensation increase		0%-5.5%			0%-5.5%			N/A			N/A

The net underfunded status as of September 30, 2011 and September 30, 2010 of $84,994 and $94,735, respectively, is recognized in the accompanying Consolidated Balance Sheets within “Employee benefit obligations”. Included in AOCI as of September 30, 2011 and September 30, 2010 are unrecognized net (losses) gains of $(13,788), net of tax of $11,460 and noncontrolling interest of $10,082, and $(12,404), net of tax of $5,894 and noncontrolling interest of $9,431, respectively, which have not yet been recognized as components of net periodic pension cost. The net loss in AOCI expected to be recognized during Fiscal 2012 is $(720).

At September 30, 2011, the Company’s total pension and deferred compensation benefit obligation of $228,662 consisted of $86,801 associated with U.S. plans and $141,861 associated with international plans. The fair value of the Company’s assets of $143,668 consisted of $56,609 associated with U.S. plans and $87,059 associated with international plans. The weighted average discount rate used for the Company’s domestic plans was approximately 5.0% and approximately 4.9% for its international plans. The weighted average expected return on plan assets used for the Company’s domestic plans was approximately 7.6% and approximately 5.4% for its international plans.

At September 30, 2010, the Company’s total pension and deferred compensation benefit obligation of $234,807 consisted of $81,956 associated with U.S. plans and $152,851 associated with international plans. The fair value of the Company’s assets of $140,072 consisted of $58,790 associated with U.S. plans and $81,282 associated with international plans. The weighted average discount rate used for the Company’s domestic plans was approximately 5% and approximately 4.8% for its international plans. The weighted average expected return on plan assets used for the Company’s domestic plans was approximately 7.5% and approximately 5.4% for its international plans.


	Pension and Deferred Compensation Benefits												Other Benefits
	Successor									Predecessor			Successor									Predecessor
							Period from			Period from									Period from			Period from
							August 31, 2009			October 1, 2008									August 31, 2009			October 1, 2008
							through			through									through			through
	2011			2010			September 30, 2009			August 30, 2009			2011			2010			September 30, 2009			August 30, 2009
Components of net periodic benefit cost:
Service cost	$	2,689		$	2,479		$	211		$	2,068		$	11		$	9		$	1		$	8
Interest cost		11,239			8,515			612			6,517			27			26			2			24
Expected return on assets		(8,835	)		(6,063	)		(417	)		(4,253	)		—			—			—			—
Amortization of prior service cost		—			535			—			202			—			—			—			—
Amortization of transition obligation		—			207			—			—			—			—			—			—
Curtailment loss		—			—			—			300			—			—			—			—
Recognized net actuarial (gain) loss		8			613			—			37			(52	)		(58	)		(5	)		(53	)

Net periodic cost (benefit)	$	5,101		$	6,286		$	406		$	4,871		$	(14	)	$	(23	)	$	(2	)	$	(21	)

The discount rate is used to calculate the projected benefit obligation. The discount rate used is based on the rate of return on government bonds as well as current market conditions of the respective countries where such plans are established.

Below is a summary allocation of all pension plan assets as of the measurement date.


	Weighted Average Allocation
	Target			Actual
	2011			2011			2010

Asset Category
Equity securities		0-60	%		47	%		46	%
Fixed income securities		0-40	%		21	%		23	%
Other		0-100	%		32	%		31	%

		100	%		100	%		100	%

The weighted average expected long-term rate of return on total assets is 6.2%.

The Company has established formal investment policies for the assets associated with these plans. Policy objectives include maximizing long-term return at acceptable risk levels, diversifying among asset classes, if appropriate, and among investment managers, as well as establishing relevant risk parameters within each asset class. Specific asset class targets are based on the results of periodic asset liability studies. The investment policies permit variances from the targets within certain parameters. The weighted average expected long-term rate of return is based on a Fiscal 2011 review of such rates. The plan assets currently do not include holdings of common stock of HGI or its subsidiaries.

The Company’s fixed income securities portfolio is invested primarily in commingled funds and managed for overall return expectations rather than matching duration against plan liabilities; therefore, debt maturities are not significant to the plan performance.

The Company’s other portfolio consists of all pension assets, primarily insurance contracts, in the United Kingdom, Germany and the Netherlands.

The Company’s expected future pension benefit payments for Fiscal 2012 through its fiscal year 2021 are as follows:


2012	$	8,944
2013		9,245
2014		9,515
2015		9,889
2016		10,478
2017 to 2021		59,100

The following table sets forth the fair value of the Company’s pension plan assets:


	September 30,		September 30,
	2011(a)		2010(a)

U.S. defined benefit plan assets:
Mutual funds — equity	$	16,516	$	—
Common collective trusts — equity		21,024		36,723
Common collective trusts — fixed income		18,402		22,067
Other		667		—

Total U.S. defined benefit plan assets		56,609		58,790

International defined benefit plan assets:
Common collective trusts — equity		29,532		28,090
Common collective trusts — fixed income		11,467		9,725
Insurance contracts — general fund		37,987		40,347
Other		8,073		3,120

Total International defined benefit plan assets		87,059		81,282

Total defined benefit plan assets	$	143,668	$	140,072


(a)		The fair value measurements of the Company’s defined benefit plan assets are based on unadjusted quoted prices for identical assets and liabilities in active markets (Level 1) for mutual funds and observable market price inputs (Level 2) for common collective trusts and other investments. Each collective trust’s valuation is based on its calculation of net asset value per share reflecting the fair value of its underlying investments. Since each of these collective trusts allows redemptions at net asset value per share at the measurement date, its valuation is categorized as a Level 2 fair value measurement. The fair values of insurance contracts and other investments are also based on observable market price inputs (Level 2).

Defined Contribution Plans

Spectrum Brands sponsors a defined contribution pension plan for its domestic salaried employees, which allows participants to make contributions by salary reduction pursuant to Section 401(k) of the Internal Revenue Code. Spectrum Brands also sponsors defined contribution pension plans for employees of certain foreign subsidiaries. FGL sponsors a defined contribution plan in which eligible participants may defer a fixed amount or a percentage of their eligible compensation, subject to limitations and FGL makes a discretionary matching contribution of up to 5% of eligible compensation. FGL has also established a nonqualified defined contribution plan for independent agents. FGL makes contributions to the plan based on both FGL’s and the agent’s performance. Contributions are discretionary and evaluated annually. HGI also sponsors a defined contribution plan for its corporate employees in which eligible participants may defer a fixed amount or a percentage of their eligible compensation, subject to limitations. HGI makes a discretionary matching contribution of up to 4% of eligible compensation. Aggregate contributions charged to operations for the defined contribution plans, including discretionary amounts, for Fiscal 2011, Fiscal 2010 and the period from August 31, 2009 through September 30, 2009 were $5,346, $3,471 and $44, respectively. Predecessor contributions charged to operations, including discretionary amounts, for the period from October 1, 2008 through August 30, 2009 were $2,623.

- Definition

The entire disclosure for pension and other postretirement benefits.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Implementation Guide (Q and A)

-Number FAS88

-Paragraph 63

-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 2: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 715

-URI http://asc.fasb.org/topic&trid=2235017

Reference 3: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Statement of Financial Accounting Standard (FAS)

-Number 158

-Paragraph 7, 21, 22

-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 4: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Statement of Financial Accounting Standard (FAS)

-Number 132R

-Paragraph 5, 6, 7, 8

-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 5: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Statement of Financial Accounting Standard (FAS)

-Number 132R

-Paragraph 5

-Subparagraph a

-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 6: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Statement of Financial Accounting Standard (FAS)

-Number 132R

-Paragraph 5

-Subparagraph b

-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 7: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Statement of Financial Accounting Standard (FAS)

-Number 132R

-Paragraph 5

-Subparagraph h

-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 8: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Statement of Financial Accounting Standard (FAS)

-Number 132R

-Paragraph 5

-Subparagraph q

-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 9: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Statement of Financial Accounting Standard (FAS)

-Number 132R

-Paragraph 8

-Subparagraph m

-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 10: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Statement of Financial Accounting Standard (FAS)

-Number 106

-Paragraph 518

-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 11: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Statement of Financial Accounting Standard (FAS)

-Number 87

-Paragraph 264

-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 12: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Emerging Issues Task Force (EITF)

-Number 03-2

-Paragraph 8

-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 13: http://www.xbrl.org/2003/role/presentationRef

-Publisher AICPA

-Name Accounting Principles Board Opinion (APB)

-Number 30

-Paragraph 26

-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 14: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name FASB Staff Position (FSP)

-Number FAS106-2

-Paragraph 20, 21, 22

-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

+ Details

Stock Compensation

12 Months Ended

Sep. 30, 2011

Stock Compensation [Abstract]

Stock Compensation


(16)	Stock Compensation

The Company recognized consolidated stock compensation expense as follows:


	Successor						Predecessor
					Period from		Period from
					August 31, 2009		October 1, 2008
	Year Ended		Year Ended		through		through
	September 30,		September 30,		September 30,		August 30,
	2011		2010		2009		2009
Stock compensation expense	$	30,505	$	16,710	$	—	$	2,636
Related tax benefit		10,636		5,837		—		994
Noncontrolling interest		9,057		4,932		—		—

Net	$	10,812	$	5,941	$	—	$	1,642

The amounts before taxes and non-controlling interest are included in “Selling, general and administrative expenses” in the accompanying Consolidated Statements of Operations.

HGI

On December 5, 1996, HGI’s stockholders approved a long-term incentive plan (the “1996 HGI Plan”) that permitted the grant of options to purchase up to 8,000 shares of common stock to key employees of the Company. These awards were granted at prices equivalent to the market value of the common stock on the date of grant. These options vest ratably over three years beginning on the first anniversary and expired on the tenth anniversary of the grant. At September 30, 2011, stock options covering a total of 1,797 shares had been exercised and 135 options to purchase common stock are outstanding, with a weighted average exercise price of $6.97.

In March 2002, the Company issued specific stock option grants of 48 options to each of the non-employee directors of the Company. These grants were non-qualified options that vested ratably over three years beginning on the first anniversary and expire on the tenth anniversary of the grant. At September 30, 2011, there were 8 options to purchase common stock outstanding with an exercise price of $3.33.

On September 15, 2011, the Company’s stockholders approved the 2011 Omnibus Award Plan (the “2011 HGI Plan”). The 2011 HGI Plan provides for the issuance of stock options or stock appreciation rights (“SARs”) for up to 17,000 shares of common stock. The 2011 HGI Plan prohibits granting stock options with exercise prices and SARs with grant prices lower than the fair market value of the common stock on the date of grant, except in connection with the issuance or assumption of awards in connection with certain mergers, consolidations, acquisitions of property or stock or reorganizations. Under the 2011 HGI Plan, no new awards will be granted under the 1996 HGI Plan and any shares of common stock available for issuance under the 1996 HGI Plan that are not subject to outstanding awards will no longer be available for issuance. As of September 30, 2011, 17,000 shares are available for issuance under this plan.

HGI recognized $116 and $34 of stock compensation expense during Fiscal 2011 and the period from June 16, 2010 through September 30, 2010, respectively. A summary of the Company’s stock options outstanding as of September 30, 2010 and 2011, and related activity during Fiscal 2011, is as follows:


				Weighted		Weighted Average
	Units/			Average		Remaining	Aggregate
	Shares			Exercise Price		Contractual Term	Intrinsic Value
							(In thousands)

Outstanding at September 30, 2010		509		$	5.62
Granted		—		$	—
Exercised		(150	)	$	2.78
Forfeitured		(216	)	$	6.83

Outstanding at September 30, 2011		143		$	6.77	7.8 years	$	14

Exercisable at September 30, 2011		53		$	6,42	7.1 years	$	14

Vested or expected to vest at September 30, 2011		143		$	6.77	7.8 years	$	14

During Fiscal 2010, prior to the June 16, 2010 inclusion of HGI’s results herein, stock options for 10,000 and 125,000 shares were granted by HGI with grant date fair values of $2.35 and $2.63 per share, respectively. The following assumptions were used in Fiscal 2010 in the determination of these grant date fair values using the Black-Scholes option pricing model:


		2010

Risk-free interest rate		2.6%
Assumed dividend yield		—
Expected option term		6 years
Volatility		32.0%

As of September 30, 2011, there was approximately $147 of total unrecognized compensation cost related to unvested share-based compensation arrangements. That cost is expected to be recognized over a weighted average period of 1.2 years.

Spectrum Brands

On the Effective Date all of the existing common stock of the Predecessor was extinguished and deemed cancelled. Spectrum Brands had no stock options, SARs, restricted stock or other stock-based awards outstanding as of September 30, 2009.

In September 2009, SBI’s board of directors adopted the 2009 Spectrum Brands Inc. Incentive Plan (the “2009 Plan”). In conjunction with the SB/RH Merger the 2009 Plan was assumed by Spectrum Brands. Prior to October 21, 2010, up to 3,333 shares of common stock, net of forfeitures and cancellations, could have been issued under the 2009 Plan.

In conjunction with the SB/RH Merger, Spectrum Brands adopted the Spectrum Brands Holdings, Inc. 2007 Omnibus Equity Award Plan (formerly known as the Russell Hobbs Inc. 2007 Omnibus Equity Award Plan, as amended on June 24, 2008) (the “2007 RH Plan”). Prior to October 21, 2010, up to 600 shares of common stock, net of forfeitures and cancellations, could have been issued under the RH Plan.

On October 21, 2010, Spectrum Brands’ board of directors adopted the Spectrum Brands Holdings, Inc. 2011 Omnibus Equity Award Plan (“2011 Plan”), which was approved by Spectrum Brands’ stockholders on March 1, 2011. Up to 4,626 shares of common stock of Spectrum Brands, net of cancellations, may be issued under the 2011 Plan.

Total stock compensation expense associated with restricted stock awards recognized by Spectrum Brands during Fiscal 2011 was $30,389 or $10,696, net of taxes and non-controlling interest. Total stock compensation expense associated with restricted stock awards recognized by Spectrum Brands during Fiscal 2010 was $16,676 or $5,907, net of taxes non-controlling interest. Spectrum Brands recorded no stock compensation expense during the period from August 31, 2009 through September 30, 2009. Total stock compensation expense associated with both stock options and restricted stock awards recognized by the Predecessor during the period from October 1, 2008 through August 30, 2009 was $2,636 or $1,642, net of taxes.

Spectrum Brands granted approximately 1,674 shares of restricted stock during Fiscal 2011. Of these grants, 93 restricted stock units are time-based and vest over a period ranging from one year to three years. The remaining 1,581 shares are restricted stock units that are both performance and time based and vest as follows: (i) 699 stock units vest over a one year performance based period followed by a one year time-based period; (ii) 882 stock units vest over a two year performance based period followed by a one year time-based period. The total market value of the restricted shares on the date of the grant was approximately $48,530.

Spectrum Brands granted approximately 939 shares of restricted stock during Fiscal 2010. Of these grants, 271 restricted stock units were granted in conjunction with the SB/RH Merger and are time-based and vest over a one year period. The remaining 668 shares are restricted stock grants that are time based and vest as follows: (i) 18 shares vest over a one year period; (ii) 611 shares vest over a two year period; and (iii) 39 shares vest over a three year period. The total market value of the restricted shares on the date of the grant was approximately $23,299.

The fair value of restricted stock is determined based on the market price of Spectrum Brands’ shares on the grant date. A summary of Spectrum Brands non-vested restricted stock awards and restricted stock units as of September 30, 2010 and 2011, and related activity during Fiscal 2011, is as follows:


				Weighted
	Units/			Average Grant		Fair Value at
Restricted Stock Awards	Shares			Date Fair Value		Grant Date

Restricted Spectrum Brands stock awards at September 30, 2010		446		$	23.56	$	10,508
Vested		(323	)	$	23.32		(7,531	)

Restricted Spectrum Brands stock awards at September 30, 2011		123		$	24.20	$	2,977


				Weighted
	Units/			Average Grant		Fair Value at
Restricted Stock Units	Shares			Date Fair Value		Grant Date

Restricted Spectrum Brands stock units at September 30, 2010		249		$	28.22	$	7,028
Granted		1,674		$	29.00		48,530
Forfeited		(43	)	$	29.46		(1,267	)
Vested		(235	)	$	28.23		(6,635	)

Restricted Spectrum Brands stock units at September 30, 2011		1,645		$	28.97	$	47,656

- Definition

The entire disclosure for compensation-related costs for equity-based compensation, which may include disclosure of policies, compensation plan details, allocation of equity compensation, incentive distributions, equity-based arrangements to obtain goods and services, deferred compensation arrangements, employee stock ownership plan details and employee stock purchase plan details.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Statement of Financial Accounting Standard (FAS)

-Number 123R

-Paragraph 64, 65, A240

-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 2: http://www.xbrl.org/2003/role/presentationRef

-Publisher AICPA

-Name Statement of Position (SOP)

-Number 93-6

-Paragraph 53

-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 3: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Staff Accounting Bulletin (SAB)

-Number Topic 14

Reference 4: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 505

-SubTopic 50

-Section 50

-Paragraph 1

-URI http://asc.fasb.org/extlink&oid=6406099&loc=d3e25284-112666

Reference 5: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 718

-SubTopic 10

-Section 50

-Paragraph 1

-URI http://asc.fasb.org/extlink&oid=6415400&loc=d3e5047-113901

Reference 6: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 718

-SubTopic 10

-Section 50

-Paragraph 2

-URI http://asc.fasb.org/extlink&oid=6415400&loc=d3e5070-113901

Reference 7: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 718

-SubTopic 10

-Section 50

-Paragraph 4

-URI http://asc.fasb.org/extlink&oid=6415400&loc=d3e5444-113901

Reference 8: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 718

-SubTopic 40

-Section 50

-Paragraph 1

-URI http://asc.fasb.org/extlink&oid=6418621&loc=d3e17540-113929

+ Details

Income Taxes

12 Months Ended

Sep. 30, 2011

Income Taxes [Abstract]

Income Taxes


(17)	Income Taxes

Income tax expense (benefit) was calculated based upon the following components of income (loss) from continuing operations before income tax:


	Successor									Predecessor
							Period from			Period from
							August 31, 2009			October 1, 2008
	Year Ended			Year Ended			through			through
	September 30,			September 30,			September 30,			August 30,
	2011			2010			2009			2009
Pretax income (loss):
United States	$	(82,079	)	$	(238,179	)	$	(28,043	)	$	936,379
Outside the United States		132,749			105,867			8,043			186,975

Total pretax income (loss)	$	50,670		$	(132,312	)	$	(20,000	)	$	1,123,354

The components of income tax expense were as follows:


	Successor									Predecessor
							Period from			Period from
							August 31, 2009			October 1, 2008
	Year Ended			Year Ended			through			through
	September 30,			September 30,			September 30,			August 30,
	2011			2010			2009			2009
Current:
Federal	$	(875	)	$	—		$	—		$	—
Foreign		32,649			44,481			3,111			24,159
State		2,336			2,913			282			(364	)

Total current		34,110			47,394			3,393			23,795

Deferred:
Federal		(20,622	)		22,119			49,790			(1,599	)
Foreign		28,054			(6,514	)		(1,266	)		1,581
State		9,013			196			(724	)		(1,166	)

Total deferred		16,445			15,801			47,800			(1,184	)

Income tax expense	$	50,555		$	63,195		$	51,193		$	22,611

The differences between income taxes expected at the U.S. Federal statutory income tax rate of 35% and reported income tax expense are summarized as follows:


	Successor									Predecessor
							Period from			Period from
							August 31, 2009			October 1, 2008
							through			through
							September 30,			August 30,
	2011			2010			2009			2009
Expected income tax expense (benefit) at Federal statutory rate	$	17,735		$	(46,309	)	$	(7,000	)	$	393,174
State and local income taxes, net of Federal income tax benefit		1,235			(4,975	)		(773	)		(7,078	)
Bargain purchase gain		(52,877	)		—			—			—
Valuation allowance for deferred tax assets		77,027			92,673			1,474			(52,060	)
Residual tax on foreign earnings		14,357			9,312			56,939			285
Foreign rate differential		(12,756	)		(10,059	)		(718	)		(8,512	)
Permanent items		10,657			2,584			(1,193	)		11,458
Preferred stock embedded derivative		(9,486	)		—			—			—
Deferred tax correction of immaterial prior period error		4,873			5,900			—			—
Capitalized transaction costs		2,800			—			—			—
Inflationary adjustments		(1,472	)		3,409			224			(185	)
Unrecognized tax benefits		(2,793	)		3,234			1,864			310
Other		1,255			(1,252	)		376			39
Reorganization items		—			8,678			—			—
Fresh start reporting valuation adjustment		—			—			—			(380,784	)
Gain on settlement of liabilities subject to compromise		—			—			—			50,383
Professional fees incurred in connection with bankruptcy filing		—			—			—			15,581

Reported income tax expense	$	50,555		$	63,195		$	51,193		$	22,611

Effective tax rate		99.8	%		(47.8	)%		(256.0	)%		2.0	%

For the year ended September 30, 2011, the Company’s effective tax rate of 99.8% was negatively impacted by the net establishment of valuation allowances against losses in the United States and some foreign jurisdictions. In addition, no tax benefits were recognized on the Company’s indefinite lived intangibles, which are amortized for tax purposes. The Company’s effective tax rate was positively impacted by the recognition of a bargain purchase gain from the FGL Acquisition, for which no income tax provision was required. In addition, permanently reinvested income in the foreign jurisdictions in which the Company operates is subject to lower tax rates than the U.S Federal statutory income tax rate.

The following table summarizes the components of deferred income tax assets and liabilities:


	September 30,			September 30,
	2011			2010

Current deferred tax assets:
Employee benefits	$	14,188		$	21,770
Restructuring and purchase accounting		10,682			6,486
Inventories and receivables		21,521			13,484
Marketing and promotional accruals		8,911			5,783
Capitalized transaction costs		292			—
Unrealized losses on mark-to-market securities		9,574			—
Net operating loss and credit carryforwards		2,116			—
Other		12,855			24,658
Valuation allowance		(37,523	)		(30,248	)

Total current deferred tax assets		42,616			41,933

Current deferred tax liabilities:
Inventories and receivables		(5,015	)		(1,947	)
Tax on unremitted foreign earnings		(2,118	)		—
Other		(5,969	)		(3,885	)

Total current deferred tax liabilities		(13,102	)		(5,832	)

Net current deferred tax assets, included in “Prepaid expenses and other current assets”	$	29,514		$	36,101

Noncurrent deferred tax assets:
Employee benefits	$	32,369		$	19,600
Restructuring and purchase accounting		2,269			20,541
Marketing and promotional accruals		587			1,311
Net operating loss, credit and capital loss carryforwards		1,026,610			518,762
Prepaid royalty		7,346			9,708
Properties		5,240			3,207
Capitalized transaction costs		4,648			—
Unrealized losses on mark-to-market securities		18,574			4,202
Other		59,232			15,007
Deferred acquisition costs		74,175			—
Insurance reserves and claim related adjustments		408,214			—
Valuation allowance		(764,710	)		(309,924	)

Total noncurrent deferred tax assets		874,554			282,414


	September 30,			September 30,
	2011			2010

Noncurrent deferred tax liabilities:
Properties		(16,593	)		(13,862	)
Unrealized gains		(11,619	)		—
Intangibles		(571,454	)		(544,478	)
Value of business acquired		(148,876	)		—
Investments		(246,632	)		—
Other		(6,418	)		(1,917	)

Total noncurrent deferred tax liabilities		(1,001,592	)		(560,257	)

Net noncurrent deferred tax liabilities, included in “Deferred tax assets” (Insurance) and “Deferred tax liabilities” (Consumer Products and Other)	$	(127,038	)	$	(277,843	)

Net current and noncurrent deferred tax liabilities	$	(97,524	)	$	(241,742	)

The Company evaluates the realizability of its deferred tax assets on a quarterly basis. A valuation allowance is established when management concludes that all or a portion of deferred tax assets are not more-likely-than-not realizable. As a result of cumulative losses incurred over the past three years, the Company concluded that certain of its deferred tax assets were not more-likely-than-not realizable. As a result, a valuation allowance was recorded. The realization of the Company’s deferred tax assets is primarily dependent on future earnings. In the future, the net amount of the Company’s deferred tax assets could be further reduced by additional valuation allowances if actual future taxable income is lower than anticipated. The deferred tax assets for which a valuation allowance was recorded resulted from U.S. and foreign tax loss carryforwards, tax credit carryforwards and U.S. capital loss carryforwards.

HGI

As a result of HGI’s cumulative losses over the past three years, management concluded at September 30, 2011, that a valuation allowance was required for its entire net deferred tax asset balance. HGI’s valuation allowance at September 30, 2011, totaled $53,034. This resulted from the Company’s conclusion that tax benefits on its pretax losses are not more-likely-than-not realizable. HGI has approximately $63,328 of U.S. Federal net operating loss (“NOL”) carryforwards which, if unused, will expire in years 2029 through 2031. The Company also concluded that a valuation allowance was required for HGI’s entire net deferred tax asset balance at September 30, 2010, in the amount of $9,236.

Spectrum Brands

At September 30, 2011, Spectrum Brands has U.S. Federal and state and local NOL carryforwards of $1,163,012 and $1,197,367, respectively. If unused, they will expire through year 2032. Spectrum Brands has foreign loss carryforwards totaling $140,062 which will expire beginning in 2012. Certain of the foreign net operating losses have indefinite carryforward periods. Spectrum Brands is subject to an annual limitation on use of its NOL carryforwards that arose prior to its emergence from bankruptcy. Spectrum Brands has had multiple changes of ownership, as defined under IRC Section 382, that subject the utilization of Spectrum Brands’ U.S. Federal and state and local NOL carryforwards and other tax attributes to certain limitations. Due to these limitations, Spectrum Brands estimates that $302,465 of its U.S. Federal NOL carryforwards and $385,159 of its state and local NOL carryforwards will expire unused. In addition, separate return year limitations apply to limit Spectrum Brands’ utilization of U.S. Federal and state and local NOL carryforwards acquired from Russell Hobbs. As a result, such carryforwards, which total $326,747, may only be used to offset future income of the Russell Hobbs subgroup.

Spectrum Brands estimates that $35,354 of its total foreign loss carryforwards will expire unused. The Company has provided a full valuation allowance against the deferred tax assets recorded for these losses. The Predecessor Company recognized income tax expense of approximately $124,054 related to gains on the settlement of liabilities subject to compromise and the modification of the senior secured credit facility in the period from October 1, 2008 through August 30, 2009. Spectrum Brands has, in accordance with IRC Section 108, reduced its NOL carryforwards for cancellation of indebtedness income that arose from its emergence from Chapter 11 of the Bankruptcy Code, under IRC Section 382(1)(6). As of September 30, 2011 and September 30, 2010, Spectrum Brands’ valuation allowances totaled approximately $373,893 and $330,936, respectively. These valuation allowances were recorded on: (i) U.S. net deferred tax assets totaling $338,538 and $299,524, respectively; and (ii) foreign net deferred tax assets totaling $35,354 and $31,412, respectively. The increase in Spectrum Brands’ valuation allowance during the year ended September 30, 2011 totaled $42,957, of which $39,014 relates to U.S. net deferred tax assets, and $3,942 to foreign net deferred tax assets. In addition, during the year ended September 30, 2011, Spectrum Brands concluded that its deferred tax assets recorded for Brazil NOL carryforwards are not more-likely-than not realizable. As a result, the Company recorded $25,877 of valuation allowance, increasing foreign deferred tax expense.

For the years ending September 30, 2011 and 2010, Spectrum Brands recorded residual U.S. and foreign income and withholding taxes on approximately $39,391 and $26,600 of foreign earnings, causing an increase to income tax expense of $771 and $9,312, respectively. These income tax expense accruals were necessary primarily as a result of non-cash deemed distributions under U.S. tax law. During the period from August 31, 2009 through September 30, 2009, the Successor recorded residual U.S. and foreign income and withholding taxes on $165,937 of actual and deemed distributions of foreign earnings, resulting in an increase to income tax expense of approximately $58,295. These distributions reduced the Company’s U.S. tax loss for Fiscal 2009. Remaining undistributed earnings of Spectrum Brands’ foreign operations, which total approximately $451,796 and $302,447 at September 30, 2011 and September 30, 2010, respectively, are permanently reinvested. Accordingly, no residual income taxes have been provided on these earnings at September 30, 2011 and September 30, 2010, respectively. The Company is not able to reasonably estimate the incremental U.S. and foreign income and withholding taxes on its permanently reinvested foreign earnings. Due to the Spectrum Brands’ plans to voluntarily pay down its U.S. debt, repurchase shares, fund U.S. acquisitions and its ongoing U.S. operational cash flow requirements, Spectrum Brands does not plan to permanently reinvest its future foreign subsidiary earnings (i.e., earnings after September 30, 2011) except to the extent: (i) foreign earnings repatriation is precluded by local law; or (ii) such earnings are currently taxable as deemed dividends under U.S. tax law.

FGL

At September 30, 2011, FGL’s deferred tax assets were primarily the result of U.S. NOL, capital loss and tax credit carryforwards and insurance reserves. Its net deferred tax asset position at September 30, 2011, before consideration of its recorded valuation allowance, totaled $586,947. A valuation allowance of $375,306 was recorded against its gross deferred tax asset balance at September 30, 2011. FGL’s net deferred tax asset position at September 30, 2011 is $211,641, after taking into account the valuation allowance. For the year ended September 30, 2011, $85,709 of deferred tax liabilities were established and recorded through AOCI as a result of unrealized gains on securities that were marked to market. For the year ended September 30, 2011, the Company reversed $30,064 of valuation allowance based on management’s reassessment of the amount of its deferred tax assets that are more-likely-than-not realizable.

At September 30, 2011, FGL has NOL carryforwards of $428,005 which, if unused, will expire in years 2023 through 2031. FGL has capital loss carryforwards totaling $717,267 at September 30, 2011, which if unused, will expire in years 2012 through 2016. In addition, FGL has low income housing tax credit carryforwards totaling $68,099, which if unused, will expire in years 2017 through 2031. Alternative minimum tax credits totaling $6,304 may be carried forward indefinitely.

Certain tax attributes are subject to an annual limitation as a result of the acquisition of FGL by the Company, which constitutes a change of ownership, as defined under IRC Section 382.

Uncertain Tax Positions

The total amount of unrecognized tax benefits (“UTBs”) at September 30, 2011, and September 30, 2010, are $9,013 and $13,174, respectively. If recognized in the future, the entire amount of UTBs would impact the effective tax rate. The Company records interest and penalties related to uncertain tax positions in income tax expense. At September 30, 2011 and September 30, 2010, the Company’s accrued balances of interest and penalties on uncertain tax positions totaled $4,682 and $5,860, respectively. For Fiscal 2011, interest and penalties decreased income tax expense by $1,422. For Fiscal 2010, interest and penalties increased income tax expense by $1,527. Interest and penalties recorded by the Predecessor Company for the period August 31, 2009 through September 30, 2009 were not material. In connection with the SB/RH Merger, Spectrum Brands recorded reserves for additional UTBs of approximately $3,299 as part of purchase accounting.

At September 30, 2011, filed income tax returns for certain of the Company’s legal entities in various jurisdictions are undergoing income tax audits. The Company cannot predict the ultimate outcome of these examinations. However, it is reasonably possible that during the next 12 months some portion of previously unrecognized tax benefits could be recognized.

The Company believes its income tax reserves for uncertain tax positions are adequate, consistent with the principles of ASC Topic 740. The Company regularly assesses the likelihood of additional tax assessments by jurisdiction and, if necessary, adjusts its tax reserves based on new information or developments.

The following table summarizes changes to the Company’s UTB reserves, excluding related interest and penalties:


Unrecognized tax benefits at September 30, 2008 (Predecessor)	$	6,755
Gross increase — tax positions in prior period		26
Gross decrease — tax positions in prior period		(11	)
Gross increase — tax positions in current period		1,673
Lapse of statutes of limitations		(807	)

Unrecognized tax benefits at August 30, 2009 (Predecessor)		7,636
Gross decrease — tax positions in prior period		(15	)
Gross increase — tax positions in current period		174
Lapse of statutes of limitations		(30	)

Unrecognized tax benefits at September 30, 2009 (Successor)		7,765
Russell Hobbs acquired unrecognized tax benefits		3,251
HGI unrecognized tax benefits as of June 16, 2010		732
Gross decrease — tax positions in prior period		(904	)
Gross increase — tax positions in current period		3,390
Lapse of statutes of limitations		(1,060	)

Unrecognized tax benefits at September 30, 2010 (Successor)		13,174
Gross increase — tax positions in prior period		1,658
Gross decrease — tax positions in prior period		(823	)
Gross increase — tax positions in current period		596
Settlements		(1,850	)
Lapse of statutes of limitations		(3,742	)

Unrecognized tax benefits at September 30, 2011 (Successor)	$	9,013

HGI files U.S. Federal consolidated and state and local combined and separate income tax returns. HGI’s consolidated and combined returns do not include Spectrum Brands or FGL (life insurance group), each of which files their own consolidated Federal, and combined and separate state and local income tax returns. HGI’s U.S. Federal income tax returns for years prior to 2006 are no longer subject to audit by the taxing authorities. With limited exception, HGI’s state and local income tax returns are no longer subject audit for years prior to 2007.

Spectrum Brands files U.S. Federal consolidated and state and local combined and separate income tax returns as well as foreign income tax returns in various jurisdictions. They are subject to ongoing examination by various taxing authorities. Spectrum Brand’s major taxing jurisdictions are the United States, United Kingdom and Germany.

U.S. Federal income tax returns of Spectrum Brands and Russell Hobbs are no longer subject to audit for years prior to 2007. However, Federal NOL carryforwards from their fiscal years ended September 30, 2007 and June 30, 2008, respectively, will continue to be subject to Internal Revenue Service examination until the Statute of Limitations expires for the years in which these NOL carryforwards are ultimately utilized.

U.S. Federal income tax returns of FGL for years prior to 2007 are no longer subject to examination by the taxing authorities. FGL is no longer subject to state and local income tax audits for years prior to 2007. However, Federal NOL carryforwards from tax years ended June 30, 2006 and December 31, 2006, respectively, continue to be subject to Internal Revenue Service examination until the Statute of Limitations expires for the years in which these NOL carryforwards are ultimately utilized.

- Definition

The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Regulation S-X (SX)

-Number 210

-Section 08

-Paragraph h

-Article 4

Reference 2: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Statement of Financial Accounting Standard (FAS)

-Number 109

-Paragraph 136, 172

-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 3: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Statement of Financial Accounting Standard (FAS)

-Number 109

-Paragraph 43, 44, 45, 46, 47, 48, 49

-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 4: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 740

-SubTopic 10

-Section 50

-Paragraph 15

-URI http://asc.fasb.org/extlink&oid=6907707&loc=d3e32718-109319

Reference 5: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 740

-SubTopic 10

-Section 50

-Paragraph 9

-URI http://asc.fasb.org/extlink&oid=6907707&loc=d3e32639-109319

Reference 6: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 235

-SubTopic 10

-Section S99

-Paragraph 1

-Subparagraph (SX 210.4-08.(h))

-URI http://asc.fasb.org/extlink&oid=6881521&loc=d3e23780-122690

Reference 7: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 740

-SubTopic 10

-Section 50

-Paragraph 2

-URI http://asc.fasb.org/extlink&oid=6907707&loc=d3e32537-109319

Reference 8: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 740

-SubTopic 10

-Section 50

-Paragraph 3

-URI http://asc.fasb.org/extlink&oid=6907707&loc=d3e32559-109319

+ Details

Earnings Per Share

12 Months Ended

Sep. 30, 2011

Earnings Per Share [Abstract]

Earnings Per Share


(18)	Earnings Per Share

The Company follows the provisions of ASC Topic 260, “Earnings Per Share,” which requires companies with complex capital structures, such as having two (or more) classes of securities that participate in declared dividends to calculate earnings (loss) per share (“EPS”) utilizing the two-class method. As the holders of the Preferred Stock are entitled to receive dividends with common shares on an as-converted basis, the Preferred Stock has the right to participate in undistributed earnings and must therefore be considered under the two-class method.

The following table sets forth the computation of basic and diluted EPS:


	Successor									Predecessor
							Period from			Period from
							August 31, 2009			October 1, 2008
	Year Ended			Year Ended			through			through
	September 30,			September 30,			September 30,			August 30,
	2011			2010			2009			2009
Income (loss) attributable to common and participating preferred stockholders:
Income (loss) from continuing operations	$	14,962		$	(149,134	)	$	(71,193	)	$	1,100,743
(Loss) income from discontinued operations		—			(2,735	)		408			(86,802	)

Net income (loss)	$	14,962		$	(151,869	)	$	(70,785	)	$	1,013,941

Participating shares at end of period:
Common shares outstanding		139,346			139,197			129,600			52,738
Preferred shares (as-converted basis)		60,989			—			—			—

Total		200,335			139,197			129,600			52,738

Percentage of income (loss) allocated to:
Common shares		69.6	%		100	%		100	%		100	%
Preferred shares		30.4	%		—			—			—
Income (loss) attributable to common shares — basic:
Income (loss) from continuing operations	$	10,407		$	(149,134	)	$	(71,193	)	$	1,100,743
(Loss) income from discontinued operations		—			(2,735	)		408			(86,802	)

Net income (loss)	$	10,407		$	(151,869	)	$	(70,785	)	$	1,013,941

Dilutive adjustments to income (loss) attributable to common shares from assumed conversion of preferred shares, net of tax:
Income allocated to preferred shares in basic calculation	$	4,555		$	—		$	—		$	—
Reversal of preferred stock dividends and accretion		19,833			—			—			—
Reversal of income related to fair value of preferred stock conversion feature		(27,910	)		—			—			—

Net adjustment	$	(3,522	)	$	—		$	—		$	—

Income (loss) attributable to common shares — diluted:
Income (loss) from continuing operations	$	6,885		$	(149,134	)	$	(71,193	)	$	1,100,743
(Loss) income from discontinued operations		—			(2,735	)		408			(86,802	)

Net income (loss)	$	6,885		$	(151,869	)	$	(70,785	)	$	1,013,941

Weighted-average common shares outstanding — basic		139,233			132,399			129,600			51,306
Dilutive effect of preferred stock		19,064			—			—			—
Dilutive effect of stock options		87			—			—			—

Weighted-average shares outstanding — diluted		158,384			132,399			129,600			51,306

Basic income (loss) per common share attributable to controlling interest:
Continuing operations	$	0.07		$	(1.13	)	$	(0.55	)	$	21.45
Discontinued operations		—			(0.02	)		—			(1.69	)

Net income (loss)	$	0.07		$	(1.15	)	$	(0.55	)	$	19.76

Diluted income (loss) per common share attributable to controlling interest:
Continuing operations	$	0.04		$	(1.13	)	$	(0.55	)	$	21.45
Discontinued operations		—			(0.02	)		—			(1.69	)

Net income (loss)	$	0.04		$	(1.15	)	$	(0.55	)	$	19.76

The number of common shares outstanding used in calculating the weighted average thereof for the Successor reflects: (i) for periods prior to the June 16, 2010 date of the SB/RH Merger, the number of SBI common shares outstanding multiplied by the 1:1 Spectrum Brands share exchange ratio used in the SB/RH Merger and the 4.32 HGI share exchange ratio used in the Spectrum Brands Acquisition, (ii) for the period from June 16, 2010 to the January 7, 2011 date of the Spectrum Brands Acquisition, the number of HGI common shares outstanding plus the 119,910 HGI common shares subsequently issued in connection with the Spectrum Brands Acquisition and (iii) for the period subsequent to and including January 7, 2011, the actual number of HGI common shares outstanding.

The Predecessor common stock was cancelled as a result of SBI’s emergence from Chapter 11 of the Bankruptcy Code on August 28, 2009. The Successor’s common stock began trading on September 2, 2009. As such, the income (loss) per share information for the Predecessor cannot be retrospectively adjusted and is not meaningful to stockholders of HGI’s common shares, or to potential investors in such common shares.

- Definition

The entire disclosure for earnings per share.

+ References+ Details

Commitments and Contingencies

12 Months Ended

Sep. 30, 2011

Commitments and Contingencies [Abstract]

Commitments and Contingencies


(19)	Commitments and Contingencies

Lease Commitments

The Company’s minimum rent payments under operating leases are recognized on a straight-line basis over the term of the lease. Future minimum rental commitments under non-cancelable operating leases, principally pertaining to land, buildings and equipment, principally relating to Spectrum Brands, are as follows:


	Future Minimum
Fiscal Year	Rental Commitments

2012	$	32,698
2013		25,331
2014		19,438
2015		13,314
2016		11,793
Thereafter		34,265

Total minimum lease payments	$	136,839

All of the leases expire between October 2011 and January 2030. The Company’s total rent expense was $41,825, $30,273 and $2,351 during Fiscal 2011, Fiscal 2010 and the period from August 31, 2009 through September 30, 2009, respectively. The Predecessor’s total rent expense was $22,132 for the period from October 1, 2008 through August 30, 2009.

Legal and Environmental Matters

HGI

HGI is a nominal defendant, and the members of its board of directors are named as defendants in a derivative action filed in December 2010 by Alan R. Kahn in the Delaware Court of Chancery. The plaintiff alleges that the Spectrum Brands Acquisition was financially unfair to HGI and its public stockholders and seeks unspecified damages and the rescission of the transaction. The Company believes the allegations are without merit and intends to vigorously defend this matter.

HGI is also involved in other litigation and claims incidental to its current and prior businesses. These include worker compensation and environmental matters and pending cases in Mississippi and Louisiana state courts and in a Federal multi-district litigation alleging injury from exposure to asbestos on offshore drilling rigs and shipping vessels formerly owned or operated by its offshore drilling and bulk-shipping affiliates. Based on currently available information, including legal defenses available to it, and given its reserves and related insurance coverage, the Company does not believe that the outcome of these legal and environmental matters will have a material effect on its financial position, results of operations or cash flows.

Spectrum Brands

Spectrum Brands has provided approximately $7,302 for the estimated costs associated with environmental remediation activities at some of its current and former manufacturing sites. Spectrum Brands believes that any additional liability in excess of the amounts provided for will not have a material adverse effect on the financial condition, results of operations or cash flows of Spectrum Brands.

Spectrum Brands is a defendant in various other matters of litigation generally arising out of the ordinary course of business.

FGL

FGL is involved in various pending or threatened legal proceedings, including purported class actions, arising in the ordinary course of business. In some instances, these proceedings include claims for unspecified or substantial punitive damages and similar types of relief in addition to amounts for alleged contractual liability or requests for equitable relief. In the opinion of FGL management and in light of existing insurance and other potential indemnification, reinsurance and established reserves, such litigation is not expected to have a material adverse effect on FGL’s financial position, although it is possible that the results of operations could be materially affected by an unfavorable outcome in any one annual period.

Regulatory Matters

FGL

FGL is assessed amounts by the state guaranty funds to cover losses to policyholders of insolvent or rehabilitated insurance companies. Those mandatory assessments may be partially recovered through a reduction in future premium taxes in certain states. At September 30, 2011, FGL has accrued $6,995 for guaranty fund assessments which is expected to be offset by estimated future premium tax deductions of $4,970.

Guarantees

Throughout its history, the Company has entered into indemnifications in the ordinary course of business with customers, suppliers, service providers, business partners and, in certain instances, when it sold businesses. Additionally, the Company has indemnified its directors and officers who are, or were, serving at the request of the Company in such capacities. Although the specific terms or number of such arrangements is not precisely known due to the extensive history of past operations, costs incurred to settle claims related to these indemnifications have not been material to the Company’s financial statements. The Company has no reason to believe that future costs to settle claims related to its former operations will have a material impact on its financial position, results of operations or cash flows.

The First Amended and Restated Stock Purchase Agreement, dated February 17, 2011 (the “F&G Stock Purchase Agreement”) between HFG and OMGUK includes a Guarantee and Pledge Agreement which creates certain obligations for FGL as a grantor and also grants a security interest to OMGUK of FGL’s equity interest in FGL Insurance in the event that HFG fails to perform in accordance with the terms of the F&G Stock Purchase Agreement. The Company is not aware of any events or transactions that would result in non-compliance with the Guarantee and Pledge Agreement.

- Definition

The entire disclosure for commitments and contingencies.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name FASB Interpretation (FIN)

-Number 14

-Paragraph 3

-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 2: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Statement of Financial Accounting Standard (FAS)

-Number 5

-Paragraph 9, 10, 11, 12

-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 3: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 210

-SubTopic 10

-Section S99

-Paragraph 1

-Subparagraph (SX 210.5-02.25)

-URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682

Reference 4: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 450

-SubTopic 20

-Section 50

-Paragraph 4

-URI http://asc.fasb.org/extlink&oid=6952336&loc=d3e14435-108349

Reference 5: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 460

-SubTopic 10

-Section 50

-Paragraph 8

-URI http://asc.fasb.org/extlink&oid=6398077&loc=d3e12565-110249

Reference 6: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 440

-SubTopic 10

-Section 50

-Paragraph 2

-URI http://asc.fasb.org/extlink&oid=6394976&loc=d3e25287-109308

Reference 7: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 825

-SubTopic 20

-Section 50

-Paragraph 1

-URI http://asc.fasb.org/extlink&oid=6449706&loc=d3e16207-108621

+ Details

Reinsurance

12 Months Ended

Sep. 30, 2011

Reinsurance [Abstract]

Reinsurance


(20)	Reinsurance

FGL reinsures portions of its policy risks with other insurance companies. The use of reinsurance does not discharge an insurer from liability on the insurance ceded. The insurer is required to pay in full the amount of its insurance liability regardless of whether it is entitled to or able to receive payment from the reinsurer. The portion of risks exceeding FGL’s retention limit is reinsured with other insurers. FGL seeks reinsurance coverage in order to limit its exposure to mortality losses and enhance capital management. FGL follows reinsurance accounting when there is adequate risk transfer. Otherwise, the deposit method of accounting is followed. FGL also assumes policy risks from other insurance companies.

The effect of reinsurance on premiums earned and benefits incurred for the period from April 6, 2011 to September 30, 2011 was as follows:


	Net Premiums			Net Benefits
	Earned			Incurred

Direct	$	157,772		$	392,073
Assumed		22,858			19,571
Ceded		(141,628	)		(164,012	)

Net	$	39,002		$	247,632

Amounts payable or recoverable for reinsurance on paid and unpaid claims are not subject to periodic or maximum limits. During the period April 6, 2011 to September 30, 2011, FGL did not write off any reinsurance balances nor did it commute any ceded reinsurance other than the recapture discussed below under “Reserve Facility.”

No policies issued by FGL have been reinsured with a foreign company, which is controlled, either directly or indirectly, by a party not primarily engaged in the business of insurance.

FGL has not entered into any reinsurance agreements in which the reinsurer may unilaterally cancel any reinsurance for reasons other than nonpayment of premiums or other similar credit issues.

FGL has the following significant reinsurance agreements as of September 30, 2011:

Reserve Facility

Pursuant to the F&G Stock Purchase Agreement, on April 7, 2011, FGL Insurance recaptured all of the life insurance business ceded to Old Mutual Reassurance (Ireland) Ltd. (“OM Re”), an affiliated company of OMGUK, FGL’s former parent. OM Re transferred assets with a fair value of $653,684 to FGL Insurance in settlement of all of OM Re’s obligations under these reinsurance agreements. The fair value of the transferred assets, which was based on the economic reserves, was approved by the Maryland Insurance Administration. No gain or loss was recognized in connection with the recapture. The fair value of the assets transferred is reflected in the FGL acquisition purchase price allocation (see Note 22).

On April 7, 2011 FGL Insurance ceded to Raven Re, on a coinsurance basis, a significant portion of the business recaptured from OM Re. Raven Re was capitalized by a $250 capital contribution from FGL Insurance and a surplus note (i.e., subordinated debt) issued to OMGUK in the principal amount of $95,000 (see Note 12 for the terms of such note). The proceeds from the surplus note issuance and the surplus note are reflected in the FGL acquisition purchase price allocation. Raven Re financed $535,000 of statutory reserves for this business with a letter of credit facility provided by an unaffiliated financial institution and guaranteed by OMGUK and HFG.

On April 7, 2011, FGL Insurance entered into a reimbursement agreement with Nomura Bank International plc (“Nomura”) to establish a reserve facility and Nomura charged an upfront structuring fee (the “Structuring Fee”). The Structuring Fee was in the amount of $13,750 and is related to the retrocession of the life business recaptured from OM Re and related credit facility. The Structuring Fee was deferred and was fully amortized as of September 30, 2011 as a result of the termination of the reserve facility in connection with FGL Insurance accelerating the effective date of the amended and restated Raven Springing Amendment which is described in the Wilton Agreement discussion below.

Commissioners Annuity Reserve Valuation Method Facility (“CARVM”)

Effective September 30, 2008, FGL Insurance entered into a yearly renewable term quota share reinsurance agreement with OM Re, whereby OM Re assumes a portion of the risk that policyholders exercise the “waiver of surrender charge” features on certain deferred annuity policies. This agreement did not meet risk transfer requirements to qualify as reinsurance under US GAAP. Under the terms of the agreement, the Company expensed net fees of $1,809 for the period from April 6, 2011 to September 30, 2011. Although this agreement does not provide reinsurance for reserves on a US GAAP basis, it does provide for reinsurance of reserves on a statutory basis. The statutory reserves are secured by a letter of credit with Old Mutual plc of London, England (“OM”), OMGUK’s parent.

Wilton Agreement

On January 26, 2011, HFG entered into a commitment agreement (the “Commitment Agreement”) with Wilton Re U.S. Holdings, Inc. (“Wilton”) committing Wilton Re, a wholly-owned subsidiary of Wilton and a Minnesota insurance company to enter into certain coinsurance agreements with FGL Insurance. On April 8, 2011, FGL Insurance ceded significantly all of the remaining life insurance business that it had retained to Wilton Re under the first of the two amendments with Wilton. FGL Insurance transferred assets with a fair value of $535,826, net of ceding commission, to Wilton Re. FGL Insurance considered the effects of the first amendment in the purchase price allocation.

Effective April 26, 2011, HFG elected the second amendment (the “Raven Springing Amendment”) that commits FGL Insurance to cede to Wilton Re all of the business currently reinsured with Raven Re (the “Raven Block”) on or before December 31, 2012, subject to regulatory approval. The Raven Springing Amendment was intended to mitigate the risk associated with HFG’s obligation under the F&G Stock Purchase Agreement to replace the Raven Re reserve facility by December 31, 2012. On September 9, 2011, FGL Insurance and Wilton Re executed an amended and restated Raven Springing Amendment whereby the recapture of the business ceded to Raven Re by FGL Insurance and the re-cession to Wilton Re closed on October 17, 2011 with an effective date of October 1, 2011. See Note 29 for additional details regarding the closing of the Raven Springing Amendment.

Pursuant to the terms of the Raven Springing Amendment, the amount payable to Wilton at the closing of such amendment was adjusted to reflect the economic performance for the Raven Block from January 1, 2011 until the effective time of the closing of the Raven Springing Amendment. The estimated economic performance for the period from January 1, 2011 to April 6, 2011 was considered in the opening balance sheet and purchase price allocation. However, Wilton Re had no liability with respect to the Raven Block prior to the effective date of the Raven Springing Amendment. The Company recorded a charge of $10,426 for the estimated economic performance of the business for the period from April 6, 2011 to September 30, 2011.

FGL Insurance has a significant concentration of reinsurance with Wilton Re that could have a material impact on FGL Insurance’s financial position. As of September 30, 2011, the net amount recoverable from Wilton Re was $609,340. FGL Insurance monitors both the financial condition of individual reinsurers and risk concentration arising from similar geographic regions, activities and economic characteristics of reinsurers to reduce the risk of default by such reinsurers.

Additional information regarding the Company’s reinsurance agreements as of and for the period ended September 30, 2011 is as follows:


				Insurance Premiums and Other Considerations
										Total Insurance
				Annuity			Traditional Life			Premiums and
	Life Insurance			Product			Insurance			Other
	In-Force			Charges			Premiums			Considerations

Gross amounts	$	2,256,696		$	68,436		$	157,772		$	226,208
Ceded to other companies		(1,180,412	)		(18,776	)		(141,628	)		(160,404	)
Assumed from other companies		22,641			—			22,858			22,858

Net amount	$	1,098,925		$	49,660		$	39,002		$	88,662

Percentage of amount assumed		2.06	%		0.00	%		58.61	%		25.78	%

- Definition

The entire disclosure pertaining to the existence, magnitude and information about insurance that has been ceded to or assumed from another insurance company, including the methodologies and assumptions used in determining recorded amounts.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Statement of Financial Accounting Standard (FAS)

-Number 113

-Paragraph 120

-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 2: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 944

-SubTopic 605

-Section 55

-Paragraph 13

-URI http://asc.fasb.org/extlink&oid=6588590&loc=d3e27795-158548

Reference 3: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 944

-SubTopic 210

-Section S99

-Paragraph 1

-Subparagraph (SX 210.7-03.6,13)

-URI http://asc.fasb.org/extlink&oid=6879938&loc=d3e572229-122910

Reference 4: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Statement of Financial Accounting Standard (FAS)

-Number 113

-Paragraph 27

-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 5: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Regulation S-X (SX)

-Number 210

-Article 7

-Section 03

-Paragraph 13

Reference 6: http://www.xbrl.org/2003/role/presentationRef

-Publisher AICPA

-Name Statement of Position (SOP)

-Number 92-5

-Paragraph 19

-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 7: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Regulation S-X (SX)

-Number 210

-Article 7

-Section 03

-Paragraph 6

Reference 8: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 944

-SubTopic 20

-Section 50

-Paragraph 3

-URI http://asc.fasb.org/extlink&oid=6480758&loc=d3e6811-158387

Reference 9: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 944

-SubTopic 20

-Section 50

-Paragraph 4

-URI http://asc.fasb.org/extlink&oid=6480758&loc=d3e6816-158387

Reference 10: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 944

-SubTopic 605

-Section 50

-Paragraph 1

-URI http://asc.fasb.org/extlink&oid=6486672&loc=d3e27261-158547

Reference 11: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 944

-SubTopic 605

-Section 50

-Paragraph 3

-URI http://asc.fasb.org/extlink&oid=6486672&loc=d3e27374-158547

Reference 12: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 944

-SubTopic 605

-Section 55

-Paragraph 10

-URI http://asc.fasb.org/extlink&oid=6588590&loc=d3e27703-158548

Reference 13: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 944

-SubTopic 310

-Section 50

-Paragraph 2

-URI http://asc.fasb.org/extlink&oid=6485557&loc=d3e21549-158491

+ Details

Insurance Subsidiary - Financial Information

12 Months Ended

Sep. 30, 2011

Insurance Subsidiary - Financial Information [Abstract]

Insurance Subsidiary - Financial Information


(21)	Insurance Subsidiary — Financial Information

The Company’s insurance subsidiaries file financial statements with state insurance regulatory authorities and the National Association of Insurance Commissioners (“NAIC”) that are prepared in accordance with Statutory Accounting Principles (“SAP”) prescribed or permitted by such authorities, which may vary materially from US GAAP. Prescribed SAP includes the Accounting Practices and Procedures Manual of the NAIC as well as state laws, regulations and administrative rules. Permitted SAP encompasses all accounting practices not so prescribed. The principal differences between statutory financial statements and financial statements prepared in accordance with US GAAP are that statutory financial statements do not reflect VOBA and DAC, some bond portfolios may be carried at amortized cost, assets and liabilities are presented net of reinsurance, contractholder liabilities are generally valued using more conservative assumptions and certain assets are non-admitted. Accordingly, statutory operating results and statutory capital and surplus may differ substantially from amounts reported in the US GAAP basis financial statements for comparable items. For example, in accordance with the US GAAP acquisition method of accounting, the amortized cost of FGL’s invested assets was adjusted to fair value as of the FGL Acquisition Date while it was not adjusted for statutory reporting. Thus, the net unrealized gains on a statutory basis were $697,825 (unaudited) as of September 30, 2011 compared to net unrealized gains of $418,210 on a US GAAP basis, as reported in Note 5.

The Company’s insurance subsidiaries’ statutory financial statements are based on a December 31 year end. The total statutory capital and surplus of FGL Insurance was $801,945 (unaudited) and $902,118 as of September 30, 2011 and December 31, 2010, respectively. The total adjusted statutory capital of FGL Insurance was $830,225 (unaudited) and $902,118 at September 30, 2011 and December 31, 2010, respectively. FGL Insurance had statutory net income of $22,094 (unaudited) and $245,849 for the nine months ended September 30, 2011 and the year ended December 31, 2010, respectively.

Life insurance companies are subject to certain Risk-Based Capital (“RBC”) requirements as specified by the NAIC. The RBC is used to evaluate the adequacy of capital and surplus maintained by an insurance company in relation to risks associated with: (i) asset risk, (ii) insurance risk, (iii) interest rate risk and (iv) business risk. FGL monitors the RBC of the Company’s insurance subsidiaries. As of September 30, 2011, each of FGL’s insurance subsidiaries has exceeded the minimum RBC requirements.

The Company’s insurance subsidiaries are restricted by state laws and regulations as to the amount of dividends they may pay to their parent without regulatory approval in any year, the purpose of which is to protect affected insurance policyholders, depositors or investors. Any dividends in excess of limits are deemed “extraordinary” and require approval. Based on statutory results as of December 31, 2010, in accordance with applicable dividend restrictions, FGL’s subsidiaries could pay “ordinary” dividends of $90,212 to FGL in 2011. On December 20, 2010, FGL Insurance paid a dividend to OMGUK (through FGL) in the amount of $59,000, with respect to its 2009 results. Based on its 2010 fiscal year results, FGL Insurance is able to declare an ordinary dividend up to $31,212 through December 20, 2011 (taking into account the December 20, 2010 dividend payment of $59,000). In addition, between December 21, 2011 and December 31, 2011, FGL Insurance may be able to declare an additional ordinary dividend in the amount of 2011 eligible dividends of $90,212, less any dividends paid in the previous twelve months. On September 29, 2011, FGL Insurance paid a dividend to FGL in the amount of $20,000, with respect to its 2011 results, thus reducing the amount of cumulative dividends payable to FGL without regulatory approval after September 30, 2011 to $11,212 through December 20, 2011 and to $70,212 thereafter through December 31, 2011.

- Definition

The entire disclosure for required supplementary insurance information giving segment detail in support of various balance sheet and income statement captions. The balance sheet information generally is presented as of the date of each audited balance sheet filed, and the income statement information generally is presented for each period for which an audited income statement is required to be filed. Supplementary insurance information table includes segment name; deferred policy acquisition costs; future policy benefits, losses, claims and loss expenses; unearned premiums; other policy claims and benefits payable; premium revenue; net investment income; benefits, claims, losses and settlement expenses; amortization of deferred policy acquisition costs; other operating expenses; and premiums written.

+ References+ Details

Acquisitions

12 Months Ended

Sep. 30, 2011

Acquisitions [Abstract]

Acquisitions


(22)	Acquisitions

FGL

On April 6, 2011, the Company acquired all of the outstanding shares of capital stock of FGL and certain intercompany loan agreements between the seller, as lender, and FGL, as borrower, for cash consideration of $350,000, which amount could be reduced by up to $50,000 post closing if certain regulatory approval is not received (as discussed further below). The Company incurred approximately $22,700 of expenses related to the FGL Acquisition, including $5,000 of the $350,000 cash purchase price which has been re-characterized as an expense since the seller made a $5,000 expense reimbursement to the Master Fund upon closing of the FGL Acquisition. Such expenses are included in “Selling, general and administrative expenses” in the Consolidated Statement of Operations for the year ended September 30, 2011. The FGL Acquisition continued HGI’s strategy of obtaining controlling equity stakes in subsidiaries that operate across a diversified set of industries.

Net Assets Acquired

The acquisition of FGL has been accounted for under the acquisition method of accounting which requires the total purchase price to be allocated to the assets acquired and liabilities assumed based on their estimated fair values. The fair values assigned to the assets acquired and liabilities assumed are based on valuations using management’s best estimates and assumptions and are preliminary pending the completion of the valuation analysis of selected assets and liabilities. During the measurement period (which is not to exceed one year from the acquisition date), the Company is required to retrospectively adjust the provisional assets or liabilities if new information is obtained about facts and circumstances that existed as of the acquisition date that, if known, would have resulted in the recognition of those assets or liabilities as of that date. Certain estimated values are not yet finalized and are subject to change, which could result in significant retrospective adjustments affecting the bargain purchase gain described below and other previously reported amounts. The more significant items which are provisional and subject to change during the measurement period include deferred income taxes, particularly the related valuation allowance, and the contingent purchase price reduction, both as described below. The following table summarizes the preliminary amounts recognized at fair value for each major class of assets acquired and liabilities assumed as of the FGL Acquisition Date:


Investments, cash and accrued investment income, including cash acquired of $1,040,470	$	17,705,419
Reinsurance recoverable		929,817
Intangibles (VOBA)		577,163
Deferred tax assets		256,584
Other assets		72,801

Total assets acquired		19,541,784

Contractholder funds and future policy benefits		18,415,022
Liability for policy and contract claims		60,400
Note payable		95,000
Other liabilities		475,285

Total liabilities assumed		19,045,707

Net assets acquired		496,077
Cash consideration, net of $5,000 re-characterized as expense		345,000

Bargain purchase gain	$	151,077

The application of acquisition accounting resulted in a bargain purchase gain of $151,077, which is reflected in the Consolidated Statement of Operations for the year ended September 30, 2011. The amount of the bargain purchase gain is equal to the amount by which the fair value of net assets acquired exceeded the consideration transferred. The Company believes that the resulting bargain purchase gain is reasonable based on the following circumstances: (a) the seller was highly motivated to sell FGL, as it had publicly announced its intention to do so approximately a year prior to the sale, (b) the fair value of FGL’s investments and statutory capital increased between the date that the purchase price was initially negotiated and the FGL Acquisition Date, (c) as a further inducement to consummate the sale, the seller waived, among other requirements, any potential upward adjustment of the purchase price for an improvement in FGL’s statutory capital between the date of the initially negotiated purchase price and the FGL Acquisition Date and (d) an independent appraisal of FGL’s business indicated that its fair value was in excess of the purchase price.

Contingent Purchase Price Reduction

As contemplated by the terms of the F&G Stock Purchase Agreement and more fully described in Note 26, Front Street Re, Ltd. (“Front Street”), a recently formed Bermuda-based reinsurer and wholly-owned subsidiary of the Company, subject to regulatory approval, will enter into a reinsurance agreement (the “Front Street Reinsurance Transaction”) with FGL whereby Front Street would reinsure up to $3,000,000 of insurance obligations under annuity contracts of FGL, and Harbinger Capital Partners II LP (“HCP II”), an affiliate of the Principal Stockholders, would be appointed the investment manager of up to $1,000,000 of assets securing Front Street’s reinsurance obligations under the reinsurance agreement. These assets would be deposited in a reinsurance trust account for the benefit of FGL.

The F&G Stock Purchase Agreement provides for up to a $50,000 post-closing reduction in purchase price if the Front Street Reinsurance Transaction is not approved by the Maryland Insurance Administration or is approved subject to certain restrictions or conditions. Based on management’s assessment as of September 30, 2011, it is not probable that the purchase price will be required to be reduced; therefore no value was assigned to the contingent purchase price reduction as of the FGL Acquisition Date.

Reserve Facility

As discussed in Note 20, pursuant to the F&G Stock Purchase Agreement on April 7, 2011, FGL recaptured all of the life business ceded to OM Re. OM Re transferred assets with a fair value of $653,684 to FGL in settlement of all of OM Re’s obligations under these reinsurance agreements. Such amounts are reflected in FGL’s purchase price allocation. Further, on April 7, 2011, FGL ceded on a coinsurance basis a significant portion of this business to Raven Re. Certain transactions related to Raven Re such as the surplus note issued to OMGUK in the principal amount of $95,000, which was used to partially capitalize Raven Re and the Structuring Fee of $13,750 are also reflected in FGL’s purchase price allocation. See Note 20 for additional details.

Intangible Assets

VOBA represents the estimated fair value of the right to receive future net cash flows from in-force contracts in a life insurance company acquisition at the acquisition date. VOBA is being amortized over the expected life of the contracts in proportion to either gross premiums or gross profits, depending on the type of contract. Total gross profits include both actual experience as it arises and estimates of gross profits for future periods. FGL will regularly evaluate and adjust the VOBA balance with a corresponding charge or credit to earnings for the effects of actual gross profits and changes in assumptions regarding estimated future gross profits. The amortization of VOBA is reported in “Amortization of intangibles” in the Consolidated Statement of Operations. The proportion of the VOBA balance attributable to each of the product groups associated with this acquisition is as follows: 80.4% related to FIA’s, and 19.6% related to deferred annuities.

Refer to Note 10 for FGL’s estimated future amortization of VOBA, net of interest, for the next five fiscal years.

Deferred Taxes

The future tax effects of temporary differences between financial reporting and tax bases of assets and liabilities are measured at the balance sheet date and are recorded as deferred income tax assets and liabilities. The acquisition of FGL is considered a non-taxable acquisition under tax accounting criteria, therefore, the tax basis of assets and liabilities reflect an historical (carryover) basis at the FGL Acquisition Date. However, since assets and liabilities reported under US GAAP are adjusted to fair value as of the FGL Acquisition Date, the deferred tax assets and liabilities are also adjusted to reflect the effects of those fair value adjustments. This resulted in shifting FGL into a significant net deferred tax asset position at the FGL Acquisition Date, principally due to the write-off of DAC and the establishment of a significantly lesser amount of VOBA which resulted in reducing the associated deferred tax liabilities and thereby shifting FGL’s net deferred tax position. This shift, coupled with the application of certain tax limitation provisions that apply in the context of a change in ownership transaction, most notably Section 382 of the Internal Revenue Code (the “IRC”), relating to “Limitation in Net Operating Loss Carryforwards and Certain Built-in Losses Following Ownership Change,” as well as other applicable provisions under Sections 381-384 of the IRC, require FGL to evaluate the realization of FGL’s gross deferred tax asset position and the need to establish a valuation allowance against it. Management determined that a valuation allowance against a portion of the gross deferred tax asset (“DTA”) would be required.

The components of the net deferred tax assets as of the FGL Acquisition Date are as follows:


Deferred tax assets:
DAC	$	96,764
Insurance reserves and claim related adjustments		401,659
Net operating losses		128,437
Capital losses (carryovers and deferred)		267,468
Tax credits		75,253
Other deferred tax assets		27,978

Total deferred tax assets		997,559
Valuation allowance		(405,370	)

Deferred tax assets, net of valuation allowance		592,189

Deferred tax liabilities:
VOBA		202,007
Investments		121,160
Other deferred tax liabilities		12,438

Total deferred tax liabilities		335,605

Net deferred tax assets	$	256,584

Results of FGL since the FGL Acquisition Date

The following table presents selected financial information reflecting results for FGL that are included in the Consolidated Statement of Operations for the year ended September 30, 2011:


	For the Period
	April 6, 2011 to
	September 30, 2011

Total revenues	$	290,866
Income, net of taxes		23,703

Russell Hobbs

On June 16, 2010, SBI merged with Russell Hobbs. Russell Hobbs is a designer, marketer and distributor of a broad range of branded small household appliances. Russell Hobbs markets and distributes small kitchen and home appliances, pet and pest products and personal care products. Russell Hobbs has a broad portfolio of recognized brand names, including Black & Decker, George Foreman, Russell Hobbs, Toastmaster, LitterMaid, Farberware, Breadman and Juiceman. Russell Hobbs’ customers include mass merchandisers, specialty retailers and appliance distributors primarily in North America, South America, Europe and Australia. The results of Russell Hobbs operations since June 16, 2010 are included in the accompanying Consolidated Statements of Operations for Fiscal 2010 and 2011.

In accordance with ASC Topic 805, Spectrum Brands accounted for the SB/RH Merger by applying the acquisition method of accounting. The acquisition method of accounting requires that the consideration transferred in a business combination be measured at fair value as of the closing date of the acquisition. Inasmuch as Russell Hobbs was a private company and its common stock was not publicly traded, the closing market price of the SBI common stock at June 16, 2010 was used to calculate the purchase price. The total purchase price of Russell Hobbs was approximately $597,579 determined as follows:


SBI closing price per share on June 16, 2010	$	28.15

Purchase price — Russell Hobbs allocation — 20,704 shares(1)(2)	$	575,203
Cash payment to pay off Russell Hobbs’ North American credit facility		22,376

Total purchase price of Russell Hobbs	$	597,579


(1)		Number of shares calculated based upon conversion formula, as defined in the merger agreement, using balances as of June 16, 2010.

(2)		The fair value of 271 shares of unvested restricted stock units as they relate to post combination services will be recorded as operating expense over the remaining service period and were assumed to have no fair value for the purchase price.

Purchase Price Allocation

The total purchase price for Russell Hobbs was allocated to the net tangible and intangible assets based upon their fair values at June 16, 2010 as set forth below. The excess of the purchase price over the net tangible assets and intangible assets was recorded as goodwill. As measurement period for the SB/RH Merger has closed, during which no adjustments were made to the preliminary purchase price allocation. The final purchase price allocation for Russell Hobbs is as follows:


Current assets	$	307,809
Properties		15,150
Intangibles		363,327
Goodwill(a)		120,079
Other assets		15,752

Total assets acquired		822,117

Current liabilities		142,046
Total debt		18,970
Other liabilities		63,522

Total liabilities assumed		224,538

Net assets acquired	$	597,579


(a)		Consists of $25,426 of tax deductible Goodwill

Pre-Acquisition Contingencies Assumed

Spectrum Brands has evaluated pre-acquisition contingencies relating to Russell Hobbs that existed as of the acquisition date. Based on the evaluation, Spectrum Brands has determined that certain pre-acquisition contingencies are probable in nature and estimable as of the acquisition date. Accordingly, Spectrum Brands has recorded its best estimates for these contingencies as part of the purchase price allocation for Russell Hobbs. As the measurement period has closed, adjustments to pre-acquisition contingency amounts are reflected in the Company’s results of operations.

ASC Topic 805 requires, among other things, that most assets acquired and liabilities assumed be recognized at their fair values as of the acquisition date. Accordingly, Spectrum Brands performed a valuation of the assets and liabilities of Russell Hobbs at June 16, 2010. Significant adjustments as a result of the purchase price allocation are summarized as follows:


•	Inventories — An adjustment of $1,721 was recorded to adjust inventory to fair value. Finished goods were valued at estimated selling prices less the sum of costs of disposal and a reasonable profit allowance for the selling effort.

•	Deferred tax liabilities, net — An adjustment of $43,086 was recorded to adjust deferred taxes for the fair value allocations made in accounting for the purchase.

•	Properties, net — An adjustment of $(455) was recorded to adjust the net book value of properties to fair value giving consideration to their highest and best use. The valuation of Spectrum Brands’ properties’ were based on the cost approach.

•	Certain indefinite-lived intangible assets were valued using a relief from royalty methodology. Customer relationships and certain definite-lived intangible assets were valued using a multi-period excess earnings method. The total fair value of indefinite and definite lived intangibles was $363,327 as of June 16, 2010. A summary of the significant key inputs is as follows:


	•	Spectrum Brands valued customer relationships using the income approach, specifically the multi-period excess earnings method. In determining the fair value of the customer relationship, the multi-period excess earnings approach values the intangible asset at the present value of the incremental after-tax cash flows attributable only to the customer relationship after deducting contributory asset charges. The incremental after-tax cash flows attributable to the subject intangible asset are then discounted to their present value. Only expected sales from current customers were used which included an expected growth rate of 3%. Spectrum Brands assumed a customer retention rate of approximately 93% which was supported by historical retention rates. Income taxes were estimated at 36% and amounts were discounted using a rate of 15.5%. The customer relationships were valued at $38,000 under this approach.


	•	Spectrum Brands valued trade names and trademarks using the income approach, specifically the relief from royalty method. Under this method, the asset value was determined by estimating the hypothetical royalties that would have to be paid if the trade name was not owned. Royalty rates were selected based on consideration of several factors, including prior transactions of Russell Hobbs related trademarks and trade names, other similar trademark licensing and transaction agreements and the relative profitability and perceived contribution of the trademarks and trade names. Royalty rates used in the determination of the fair values of trade names and trademarks ranged from 2.0% to 5.5% of expected net sales related to the respective trade names and trademarks. Spectrum Brands anticipates using the majority of the trade names and trademarks for an indefinite period as demonstrated by the sustained use of each subjected trademark. In estimating the fair value of the trademarks and trade names, net sales for significant trade names and trademarks were estimated to grow at a rate of 1%-14% annually with a terminal year growth rate of 3%. Income taxes were estimated in a range of 30%-38% and amounts were discounted using rates between 15.5%-16.5%. Trade name and trademarks were valued at $170,930 under this approach.

	•	Spectrum Brands valued a trade name license agreement using the income approach, specifically the multi-period excess earnings method. In determining the fair value of the trade name license agreement, the multi-period excess earnings approach values the intangible asset at the present value of the incremental after-tax cash flows attributable only to the trade name license agreement after deducting contributory asset charges. The incremental after-tax cash flows attributable to the subject intangible asset are then discounted to their present value. In estimating the fair value of the trade name license agreement net sales were estimated to grow at a rate of (3)%-1% annually. Spectrum Brands assumed a twelve year useful life of the trade name license agreement. Income taxes were estimated at 37% and amounts were discounted using a rate of 15.5%. The trade name license agreement was valued at $149,200 under this approach.

	•	Spectrum Brands valued technology using the income approach, specifically the relief from royalty method. Under this method, the asset value was determined by estimating the hypothetical royalties that would have to be paid if the technology was not owned. Royalty rates were selected based on consideration of several factors including prior transactions of Russell Hobbs related licensing agreements and the importance of the technology and profit levels, among other considerations. Royalty rates used in the determination of the fair values of technologies were 2% of expected net sales related to the respective technology. Spectrum Brands anticipates using these technologies through the legal life of the underlying patent and therefore the expected life of these technologies was equal to the remaining legal life of the underlying patents ranging from 9 to 11 years. In estimating the fair value of the technologies, net sales were estimated to grow at a rate of 3%-12% annually. Income taxes were estimated at 37% and amounts were discounted using the rate of 15.5%. The technology assets were valued at $4,100 under this approach.

Supplemental Pro Forma Information — Unaudited

The following table reflects the Company’s unaudited pro forma results for Fiscal 2011 and Fiscal 2010 had the results of Russell Hobbs and FGL been included for all periods beginning after September 30, 2009, as if the respective acquisitions were completed on October 1, 2009:


	Successor
	2011		2010

Revenues:
Reported revenues	$	3,477,782	$	2,567,011
FGL adjustment(a)		685,767		953,911
Russell Hobbs adjustment		—		543,952

Pro forma revenues	$	4,163,549	$	4,064,874

Income (loss) from continuing operations:
Reported income (loss) from continuing operations	$	115	$	(195,507	)
FGL adjustment(a)		84,912		(206,441	)
Russell Hobbs adjustment		—		(5,504	)

Pro forma income (loss) from continuing operations	$	85,027	$	(407,452	)

Income (loss) per common share from continuing operations:
Reported basic income (loss) per share from continuing operations	$	0.07	$	(1.13	)
FGL adjustment		0.42		(1.56	)
Russell Hobbs adjustment		—		(0.04	)

Pro forma basic income (loss) per share from continuing operations	$	0.49	$	(2.73	)

Pro forma diluted income (loss) per share from continuing operations	$	0.49	$	(2.73	)


(a)		The FGL adjustments primarily reflect the following pro forma adjustments applied to FGL’s historical results:


	•	Reduction in net investment income to reflect amortization of the premium on fixed maturity securities — available-for-sale resulting from the fair value adjustment of these assets;

	•	Reversal of amortization associated with the elimination of FGL’s historical DAC;

	•	Amortization of VOBA associated with the establishment of VOBA arising from the acquisition;

	•	Adjustments to reflect the impacts of the recapture of the life business from OM Re and the retrocession of the majority of the recaptured business and the reinsurance of certain life business previously not reinsured to an unaffiliated third party reinsurer;

	•	Adjustments to eliminate interest expense on notes payable to seller and add interest expense on new surplus note payable;

	•	Amortization of reserve facility Structuring Fee;

	•	Adjustments to reflect the full-period effect of interest expense on the initial $350,000 of 10.625% Notes issued on November 15, 2010, the proceeds of which were used to fund the FGL Acquisition.

	•	Reversal of the change in the deferred tax valuation allowance included in the income tax provision.

Other Acquisitions

During Fiscal 2011, Spectrum Brands completed several business acquisitions which were not significant individually or collectively. The largest of these was the $10,524 cash acquisition of Seed Resources, LLC (“Seed Resources”) on December 3, 2010. Seed Resources is a wild seed cake producer through its Birdola premium brand seed cakes. The acquisition was accounted for under the acquisition method of accounting. The results of Seed Resources’ operations since December 3, 2010 are included in the accompanying Consolidated Statement of Operations for the year ended September 30, 2011. The preliminary purchase price of $12,500 (representing cash paid of $10,524 and contingent consideration accrued of $1,976), including $1,100 of trade name intangible assets and $10,029 of goodwill, for this acquisition was based upon a preliminary valuation. Spectrum Brands’ estimates and assumptions for this acquisition are subject to change as Spectrum Brands obtains additional information for its estimates during the measurement period. The primary areas of the purchase price allocation that are not yet finalized relate to certain legal matters, income and non-income based taxes and residual goodwill.

Acquisition and Integration Related Charges

Acquisition and integration related charges reflected in “Selling, general and administrative expenses” include, but are not limited to transaction costs such as banking, legal and accounting professional fees directly related to an acquisition, termination and related costs for transitional and certain other employees, integration related professional fees and other post business combination related expenses. Such charges in Fiscal 2011 relate primarily to the SB/RH Merger, the Spectrum Brands Acquisition and the FGL Acquisition and in Fiscal 2010 relate primarily to the SB/RH Merger. There were no acquisition and integration related charges in the Fiscal 2009 periods presented.

The following table summarizes acquisition and integration related charges incurred by the Company during Fiscal 2011 and Fiscal 2010:


	2011		2010

Banking, legal and accounting professional fees	$	32,410	$	31,611
Integration costs		23,084		3,777
Employee termination charges		8,105		9,713

Total acquisition and integration related charges	$	63,599	$	45,101

- Definition

The entire disclosure for a business combination (or series of individually immaterial business combinations) completed during the period, including background, timing, and recognized assets and liabilities. The disclosure may include leverage buyout transactions (as applicable).

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 805

-SubTopic 10

-Section 50

-Paragraph 5

-URI http://asc.fasb.org/extlink&oid=6909870&loc=d3e1497-128463

Reference 2: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 805

-SubTopic 10

-Section 50

-Paragraph 3

-URI http://asc.fasb.org/extlink&oid=6909870&loc=d3e1486-128463

Reference 3: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 805

-SubTopic 20

-Section 50

-Paragraph 2

-URI http://asc.fasb.org/extlink&oid=6910749&loc=d3e4922-128472

Reference 4: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 805

-SubTopic 10

-Section 50

-Paragraph 2

-URI http://asc.fasb.org/extlink&oid=6909870&loc=d3e1392-128463

Reference 5: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 805

-SubTopic 10

-Section 50

-Paragraph 1

-URI http://asc.fasb.org/extlink&oid=6909870&loc=d3e1383-128463

Reference 6: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 805

-SubTopic 20

-Section 50

-Paragraph 1

-URI http://asc.fasb.org/extlink&oid=6910749&loc=d3e4845-128472

Reference 7: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 805

-SubTopic 20

-Section 50

-Paragraph 4

-URI http://asc.fasb.org/extlink&oid=6910749&loc=d3e4934-128472

Reference 8: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 805

-SubTopic 30

-Section 50

-Paragraph 2

-URI http://asc.fasb.org/extlink&oid=6911361&loc=d3e6996-128479

Reference 9: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 805

-SubTopic 30

-Section 50

-Paragraph 3

-URI http://asc.fasb.org/extlink&oid=6911361&loc=d3e7000-128479

Reference 10: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 805

-SubTopic 10

-Section 50

-Paragraph 7

-URI http://asc.fasb.org/extlink&oid=6909870&loc=d3e1524-128463

Reference 11: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Emerging Issues Task Force (EITF)

-Number 88-16

-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 12: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Statement of Financial Accounting Standard (FAS)

-Number 141

-Paragraph 51, 52

-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 13: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Statement of Financial Accounting Standard (FAS)

-Number 141R

-Appendix F

-Paragraph F4

-Subparagraph e

Reference 14: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Statement of Financial Accounting Standard (FAS)

-Number 141R

-Paragraph 67-73

-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 15: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 805

-SubTopic 30

-Section 50

-Paragraph 1

-URI http://asc.fasb.org/extlink&oid=6911361&loc=d3e6927-128479

Reference 16: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 805

-SubTopic 10

-Section 50

-Paragraph 4

-URI http://asc.fasb.org/extlink&oid=6909870&loc=d3e1490-128463

Reference 17: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 805

-SubTopic 30

-Section 50

-Paragraph 4

-URI http://asc.fasb.org/extlink&oid=6911361&loc=d3e7008-128479

Reference 18: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 805

-SubTopic 10

-Section 50

-Paragraph 6

-URI http://asc.fasb.org/extlink&oid=6909870&loc=d3e1500-128463

Reference 19: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 805

-SubTopic 20

-Section 50

-Paragraph 3

-URI http://asc.fasb.org/extlink&oid=6910749&loc=d3e4926-128472

+ Details

Restructuring and Related Charges

12 Months Ended

Sep. 30, 2011

Restructuring and Related Charges [Abstract]

Restructuring and Related Charges

(23) Restructuring and Related Charges

The Company reports restructuring and related charges associated with manufacturing and related initiatives of Spectrum Brands in “Cost of goods sold.” Restructuring and related charges reflected in “Cost of goods sold” include, but are not limited to, termination and related costs associated with manufacturing employees, asset impairments relating to manufacturing initiatives, and other costs directly related to the restructuring or integration initiatives implemented.

The Company reports restructuring and related charges relating to administrative functions of Spectrum Brands in “Selling, general and administrative expenses,” which include, but are not limited to, initiatives impacting sales, marketing, distribution, or other non-manufacturing related functions. Restructuring and related charges reflected in “Selling, general and administrative expenses” include, but are not limited to, termination and related costs, any asset impairments relating to the functional areas described above, and other costs directly related to the initiatives implemented as well as consultation, legal and accounting fees related to the evaluation of the Predecessor’s capital structure incurred prior to the Bankruptcy Filing.

In 2009, Spectrum Brands implemented a series of initiatives to reduce operating costs as well as evaluate Spectrum Brands’ opportunities to improve its capital structure (the “Global Cost Reduction Initiatives”). These initiatives included headcount reductions and the exit of certain facilities in the U.S. These initiatives also included consultation, legal and accounting fees related to the evaluation of Spectrum Brands’ capital structure. In 2008, Spectrum Brands implemented an initiative within certain of its operations in China to reduce operating costs and rationalize Spectrum Brands’ manufacturing structure. These initiatives included the plan to exit Spectrum Brands’ Ningbo, China battery manufacturing facility (the “Ningbo Exit Plan”). In 2007, Spectrum Brands implemented an initiative in Latin America to reduce operating costs (the “Latin American Initiatives”). These initiatives included the reduction of certain manufacturing operations in Brazil and the restructuring of management, sales, marketing, and support functions. In 2007, Spectrum Brands began managing its business in three vertically integrated, product-focused lines of business (the “Global Realignment Initiatives”). In connection with these changes, Spectrum Brands undertook a number of cost reduction initiatives, primarily headcount reduction. In 2006, Spectrum Brands implemented a series of initiatives within certain of its European operations to reduce operating costs and rationalize Spectrum Brands’ manufacturing structure (the “European Initiatives”). In connection with the acquisitions of United Industries Corporation and Tetra Holding GmbH in 2005, Spectrum Brands implemented a series of initiatives to optimize the global resources of the combined companies (the “United and Tetra Integration”).

The following table summarizes restructuring and related charges incurred by initiative:

Restructuring and Related Charges


	Successor									Predecessor
							Period from			Period from
							August 31,			October 1,
							2009 through			2009 through		Charges		Expected		Total		Expected
							September 30,			August 30,		Since		Future		Projected		Completion
Initiatives:	2011			2010			2009			2009		Inception		Charges		Costs		Date
Global Cost Reduction	$	25,484		$	18,443		$	1,550		$	18,851	$	64,328	$	13,587	$	77,915	January 31, 2015
Ningbo Exit Plan		273			2,162			165			10,652		29,651		—		29,651	Complete
Latin America		—			—			—			207		11,447		—		11,447	Complete
Global Realignment		3,138			3,605			139			11,636		91,725		702		92,427	June 30, 2013
European		(251	)		(92	)		7			11		26,714		—		26,714	Substantially Complete
United & Tetra / Other		—			—			(132	)		2,723		79,544		—		79,544	Complete

	$	28,644		$	24,118		$	1,729		$	44,080	$	303,409	$	14,289	$	317,698

The following table summarizes restructuring and related charges incurred by type of charge and where those charges are classified in the accompanying Consolidated Statements of Operations:


	Successor									Predecessor
							Period from			Period from
							August 31,			October 1, 2008
							2009 through			through
							September 30,			August 30,
	2011			2010			2009			2009
Costs included in cost of goods sold:
Global Cost Reduction Initiatives:
Termination benefits	$	1,679		$	2,630		$	—		$	200
Other associated costs		5,889			2,273			6			2,245
Ningbo Exit Plan:
Termination benefits		—			14			—			857
Other associated costs		273			2,148			165			8,461
Latin America initiatives:
Termination benefits		—			—			—			207
Global Realignment Initiatives:
Termination benefits		—			187			—			333
Other associated costs		—			(102	)		—			869
European Initiatives:
Other associated costs		—			—			7			11
United & Tetra Integration:
Termination benefits		—			—			—			6

Total included in cost of goods sold		7,841			7,150			178			13,189

Costs included in selling, general and administrative expenses:
Global Cost Reduction Initiatives:
Termination benefits		10,155			4,268			866			5,690
Other associated costs		7,761			9,272			678			10,716
Ningbo Exit Plan:
Other associated costs		—			—			—			1,334
Global Realignment Initiatives:
Termination benefits		1,207			5,361			94			6,994
Other associated costs		1,931			(1,841	)		45			3,440
European Initiatives:
Termination benefits		(251	)		(92	)		—			—
United & Tetra Integration:
Termination benefits		—			—			—			2,297
Other associated costs		—			—			(132	)		427
Breitenbach, France facility closure		—			—			—			(7	)

Total included in selling, general and administrative expenses		20,803			16,968			1,551			30,891

Total restructuring and related charges	$	28,644		$	24,118		$	1,729		$	44,080

The following table summarizes the remaining accrual balance associated with the initiatives and the activity during Fiscal 2011:

Remaining Accrual Balance


	Accrual											Accrual
	Balance at											Balance at
	September 30,					Cash			Non-Cash			September 30,		Expensed as
Initiatives	2010		Provisions			Expenditures			Items			2011		Incurred(a)

Global Cost Reduction
Termination benefits	$	6,447	$	10,423		$	(8,286	)	$	211		$	8,795	$	1,411
Other costs		4,005		1,319			(2,890	)		587			3,021		12,331

		10,452		11,742			(11,176	)		798			11,816		13,742

Ningbo Exit Plan
Other costs		491		24			(143	)		(372	)		—		249

		491		24			(143	)		(372	)		—		249

Global Realignment Termination benefits		8,721		1,207			(7,394	)		(5	)		2,529		—
Other costs		2,281		71			(832	)		322			1,842		1,860

		11,002		1,278			(8,226	)		317			4,371		1,860

European
Termination benefits		1,801		(251	)		(638	)		(912	)		—		—
Other costs		47		—			(47	)		—			—		—

		1,848		(251	)		(685	)		(912	)		—		—

	$	23,793	$	12,793		$	(20,230	)	$	(169	)	$	16,187	$	15,851


(a)		Consists of amounts not impacting the accrual for restructuring and related charges.

- Definition

The entire disclosure for restructuring and related activities. Description of restructuring activities such as exit and disposal activities, include facts and circumstances leading to the plan, the expected plan completion date, the major types of costs associated with the plan activities, total expected costs, the accrual balance at the end of the period, and the periods over which the remaining accrual will be settled.

+ References+ Details

Reorganization Items

12 Months Ended

Sep. 30, 2011

Reorganization Items [Abstract]

Reorganization Items


(24)	Reorganization Items

Reorganization items (expense) income, net represents expenses, income, gains and losses that SBI identified as directly relating to its voluntary petitions under the Bankruptcy Code and consists of the following:


	Successor						Predecessor
				Period from			Period from
				August 31,			October 1,
	Year Ended			2009 through			2008 through
	September 30,			September 30,			August 30,
	2010			2009			2009
Legal and professional fees	$	(3,536	)	$	(3,962	)	$	(74,624	)
Deferred financing costs		—			—			(10,668	)
Provision for rejected leases		(110	)		—			(6,020	)

Administrative related reorganization items	$	(3,646	)	$	(3,962	)	$	(91,312	)
Gain on cancellation of debt		—			—			146,555
Fresh-start reporting adjustments		—			—			1,087,566

	$	(3,646	)	$	(3,962	)	$	1,142,809

The Company did not recognize any reorganization items during Fiscal 2011.

- Definition

The entire disclosure for the description and amounts of reorganization under Chapter 11 of the US Bankruptcy Code.

+ References+ Details

Discontinued Operations

12 Months Ended

Sep. 30, 2011

Discontinued Operations [Abstract]

Discontinued Operations


(25)	Discontinued Operations

On November 11, 2008, the Predecessor’s board of directors approved the shutdown of its line of growing products, which included the manufacturing and marketing of fertilizers, enriched soils, mulch and grass seed. The decision to shut down the growing products line was made only after the Predecessor was unable to successfully sell this business, in whole or in part. The shutdown of its line of growing products was completed during the second quarter of Fiscal 2009.

The presentation herein of the results of continuing operations excludes its line of growing products for all periods presented. The following amounts have been segregated from continuing operations and are reflected as discontinued operations:


	Successor					Predecessor
				Period from		Period from
				August 31, 2009		October 1, 2008
				through		through
	2010			September 30, 2009		August 30, 2009
Net sales	$	—		$	—	$	31,306

(Loss) income from discontinued operations before income taxes	$	(2,512	)	$	408	$	(91,293	)
Income tax expense (benefit)		223			—		(4,491	)

(Loss) income from discontinued operations, net of tax	$	(2,735	)	$	408	$	(86,802	)

The Company did not record any (loss) income from discontinuted operations in Fiscal 2011.

- Definition

The entire disclosure for the facts and circumstances leading to the completed or expected disposal, manner and timing of disposal, the gain (loss) recognized in the income statement and the income statement caption that includes that gain (loss), amounts of revenues and pretax profit or loss reported in discontinued operations, the segment in which the disposal group was reported, and the classification (whether sold or classified as held for sale) and carrying value of the assets and liabilities comprising the disposal group. Includes all disposal groups, including those classified as components of the entity (discontinued operations).

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Statement of Financial Accounting Standard (FAS)

-Number 144

-Paragraph 43-48

-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 2: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 360

-SubTopic 10

-Section 50

-Paragraph 3

-URI http://asc.fasb.org/extlink&oid=6391110&loc=d3e2941-110230

Reference 3: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 205

-SubTopic 20

-Section 50

-Paragraph 1

-URI http://asc.fasb.org/extlink&oid=6360339&loc=d3e1361-107760

Reference 4: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 205

-SubTopic 20

-Section 50

-Paragraph 5

-URI http://asc.fasb.org/extlink&oid=6360339&loc=d3e1510-107760

Reference 5: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 205

-SubTopic 20

-Section 45

-Paragraph 5

-URI http://asc.fasb.org/extlink&oid=6892542&loc=d3e1020-107759

Reference 6: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 205

-SubTopic 20

-Section 45

-Paragraph 4

-URI http://asc.fasb.org/extlink&oid=6892542&loc=d3e1012-107759

Reference 7: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 205

-SubTopic 20

-Section 45

-Paragraph 3

-URI http://asc.fasb.org/extlink&oid=6892542&loc=d3e957-107759

Reference 8: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 205

-SubTopic 20

-Section 50

-Paragraph 3

-URI http://asc.fasb.org/extlink&oid=6360339&loc=d3e1474-107760

Reference 9: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 360

-SubTopic 10

-Section 45

-Paragraph 5

-URI http://asc.fasb.org/extlink&oid=6390789&loc=d3e2443-110228

Reference 10: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 205

-SubTopic 20

-Section 50

-Paragraph 2

-URI http://asc.fasb.org/extlink&oid=6360339&loc=d3e1436-107760

+ Details

Related Party Transactions

12 Months Ended

Sep. 30, 2011

Related Party Transactions


(26)	Related Party Transactions

Harbinger Capital Partners LLC (“Harbinger Capital”), an affiliate of the Company and the Principal Stockholders, provides advisory and consulting services to the Company. The Company has agreed to reimburse Harbinger Capital $1,500 for its out-of-pocket expenses and the cost of certain services performed by legal and accounting personnel of Harbinger Capital during Fiscal 2011. The Company believes the amount of the reimbursement is reasonable; however, it does not necessarily represent the costs that would have been incurred by the Company on a stand-alone basis. This reimbursement was approved by a special committee of the Company’s board of directors, represented by independent counsel, consisting solely of directors who were determined by the Company’s board of directors to be independent under the New York Stock Exchange (“NYSE”) rules.

On September 10, 2010, the Company entered into the Exchange Agreement with the Principal Stockholders, whereby the Principal Stockholders agreed to contribute a majority interest in Spectrum Brands to the Company in the Spectrum Brands Acquisition in exchange for 4.32 shares of the Company’s common stock for each share of Spectrum Brands common stock contributed to the Company. The exchange ratio of 4.32 to 1.00 was based on the respective volume weighted average trading prices of the Company’s common stock ($6.33) and Spectrum Brands common stock ($27.36) on the NYSE for the 30 trading days from and including July 2, 2010 to and including August 13, 2010, the day the Company received the Principal Stockholders’ proposal for the Spectrum Brands Acquisition.

On September 10, 2010, a special committee of the Company’s board of directors advised by independent counsel and other advisors (the “Spectrum Special Committee”), consisting solely of directors who were determined by the Company’s board of directors to be independent under the NYSE rules, unanimously determined that the Exchange Agreement and the Spectrum Brands Acquisition, were advisable to, and in the best interests of, the Company and its stockholders (other than Harbinger Capital), approved the Exchange Agreement and the transactions contemplated thereby, and recommended that the Company’s board of directors approve the Exchange Agreement and the Company’s stockholders approve the issuance of the Company’s common stock pursuant to the Exchange Agreement. On September 10, 2010, the Company’s board of directors (based in part on the unanimous approval and recommendation of the Spectrum Special Committee) unanimously determined that the Exchange Agreement and the Spectrum Brands Acquisition were advisable to, and in the best interests of, the Company and its stockholders (other than Harbinger Capital), approved the Exchange Agreement and the transactions contemplated thereby, and recommended that the Company’s stockholders approve the issuance of its common stock pursuant to the Exchange Agreement.

On September 10, 2010, the Principal Stockholders, who held a majority of the Company’s outstanding common stock on that date, approved the issuance of the Company’s common stock pursuant to the Exchange Agreement by written consent in lieu of a meeting pursuant to Section 228 of the General Corporation Law of the State of Delaware.

On January 7, 2011, the Company completed the Spectrum Brands Acquisition pursuant to the Exchange Agreement entered into on September 10, 2010 with the Principal Stockholders. In connection therewith, the Company issued an aggregate of 119,910 shares of its common stock in exchange for an aggregate of 27,757 shares of common stock of Spectrum Brands (the “Spectrum Brands Contributed Shares”), or approximately 54.5% of the then outstanding Spectrum Brands common stock.

Upon the consummation of the Spectrum Brands Acquisition, the Company became a party to a registration rights agreement, by and among the Principal Stockholders, Spectrum Brands and the other parties listed therein, pursuant to which the Company obtained certain demand and “piggy back” registration rights with respect to the shares of Spectrum Brands’ common stock held by the Company.

Following the consummation of the Spectrum Brands Acquisition, the Company also became a party to a stockholders agreement, by and among the Principal Stockholders and Spectrum Brands (the “SB Stockholder Agreement”). Under the SB Stockholder Agreement, the parties thereto have agreed to certain governance arrangements, transfer restrictions and certain other limitations with respect to Going Private Transactions (as such term is defined in the SB Stockholder Agreement).

The issuance of shares of the Company’s common stock to the Principal Stockholders pursuant to the Exchange Agreement and the acquisition by the Company of the Spectrum Brands Contributed Shares were not registered under the Securities Act. These shares are restricted securities under the Securities Act. The Company may not be able to sell the Spectrum Brands Contributed Shares and the Principal Stockholders may not be able to sell their shares of the Company’s common stock acquired pursuant to the Exchange Agreement except pursuant to: (i) an effective registration statement under the Securities Act covering the resale of those shares, (ii) Rule 144 under the Securities Act, which requires a specified holding period and limits the manner and volume of sales, or (iii) any other applicable exemption under the Securities Act.

On March 7, 2011, the Company entered into an agreement (the “Transfer Agreement”) with the Master Fund whereby on March 9, 2011, (i) the Company acquired from the Master Fund a 100% membership interest in HFG, which was the buyer under the F&G Stock Purchase Agreement, between HFG and OMGUK, pursuant to which HFG agreed to acquire all of the outstanding shares of capital stock of FGL and certain intercompany loan agreements between OM Group, as lender, and FGL, as borrower, in consideration for $350,000, which could be reduced by up to $50,000 post closing if certain regulatory approval is not received, and (ii) the Master Fund transferred to HFG the sole issued and outstanding Ordinary Share of FS Holdco Ltd, a Cayman Islands exempted limited company (“FS Holdco”) (together, the “Insurance Transaction”). In consideration for the interests in HFG and FS Holdco, the Company agreed to reimburse the Master Fund for certain expenses incurred by the Master Fund in connection with the Insurance Transaction (up to a maximum of $13,300) and to submit certain expenses of the Master Fund for reimbursement by OM Group under the F&G Stock Purchase Agreement. The Transfer Agreement and the transactions contemplated thereby, including the F&G Stock Purchase Agreement, was approved by the Company’s Board of Directors upon a determination by a special committee (the “FGL Special Committee”) comprised solely of directors who were independent under the rules of the NYSE and represented by independent counsel and other advisors, that it was in the best interests of the Company and its stockholders (other than the Master Fund and its affiliates) to enter into the Transfer Agreement and proceed with the Insurance Transaction. On April 6, 2011, the Company completed the FGL Acquisition.

FS Holdco is a holding company, which is the indirect parent company of Front Street. Neither HFG nor FS Holdco has engaged in any significant business other than transactions contemplated in connection with the Insurance Transaction.

On May 19, 2011, the FGL Special Committee unanimously determined that it is (i) in the best interests of the Company and its stockholders (other than Harbinger Capital and its affiliates) for Front Street and FGL, to enter into a reinsurance agreement (the “Reinsurance Agreement”), pursuant to which Front Street would reinsure up to $3,000,000 of insurance obligations under annuity contracts of FGL and (ii) in the best interests of the Company for Front Street and HCP II to enter into an investment management agreement (the “Investment Management Agreement”), pursuant to which HCP II would be appointed as the investment manager of up to $1,000,000 of assets securing Front Street’s reinsurance obligations under the Reinsurance Agreement, which assets will be deposited in a reinsurance trust account for the benefit of FGL pursuant to a trust agreement (the “Trust Agreement”). On May 19, 2011, the Company’s board of directors approved the Reinsurance Agreement, the Investment Management Agreement, the Trust Agreement and the transactions contemplated thereby. The FGL Special Committee’s consideration of the Reinsurance Agreement, the Trust Agreement, and the Investment Management Agreement was contemplated by the terms of the Transfer Agreement. In considering the foregoing matters, the FGL Special Committee was advised by independent counsel and received an independent third-party fairness opinion.

HFG’s pre-closing and closing obligations under the F&G Stock Purchase Agreement, including payment of the purchase price, were guaranteed by the Master Fund. Pursuant to the Transfer Agreement, the Company entered into a Guaranty Indemnity Agreement (the “Guaranty Indemnity”) with the Master Fund, pursuant to which the Company agreed to indemnify the Master Fund for any losses incurred by it or its representatives in connection with the Master Fund’s guaranty of HFG’s pre-closing and closing obligations under the Purchase Agreement.

On July 14, 2011, the Master Fund and Spectrum Brands entered into an equity underwriting agreement with Credit Suisse Securities (USA) LLC, as representative of the underwriters listed therein, with respect to the offering of 1,000 shares of Spectrum Brands common stock by Spectrum Brands and 5,495 shares of Spectrum Brands common stock by the Master Fund, at a price per share to the public of $28.00. HGI did not sell any shares of Spectrum Brands common stock in the offering. In connection with the offering, HGI entered into a 180-day lock up agreement. In addition, the Master Fund entered into a standstill agreement with HGI, pursuant to which the Master Fund agreed that it would not, among other things (a) either individually or as part of a group, acquire, offer to acquire, or agree to acquire any securities (or beneficial ownership thereof) of Spectrum Brands; (b) other than with respect to certain existing holdings, form, join or in any way participate in a group with respect to any securities of Spectrum Brands; (c) effect, seek, offer, propose or cause or participate in (i) any merger, consolidation, share exchange or business combination involving Spectrum Brands or any material portion of Spectrum Brands’ business, (ii) any purchase or sale of all or any substantial part of the assets of Spectrum Brands or any material portion of the Spectrum Brands’ business; (iii) any recapitalization, reorganization or other extraordinary transaction with respect to Spectrum Brands or any material portion of the Spectrum Brands’ business, or (iv) any representation on the board of directors of Spectrum Brands.

- Definition

The entire disclosure for related party transactions, including the nature of the relationship(s), a description of the transactions, the amount of the transactions, the effects of any change in the method of establishing the terms of the transaction from the previous period, stated interest rate, expiration date, terms and manner of settlement per the agreement with the related party, and amounts due to or from related parties. If the entity and one or more other entities are under common ownership or management control and this control affects the operating results or financial position, disclosure includes the nature of the control relationship even if there are no transactions between the entities. Disclosure may also include the aggregate amount of current and deferred tax expense for each statement of earnings presented where the entity is a member of a group that files a consolidated tax return, the amount of any tax related balances due to or from affiliates as of the date of each statement of financial position presented, the principal provisions of the method by which the consolidated amount of current and deferred tax expense is allocated to the members of the group and the nature and effect of any changes in that method. Examples of related party transactions include transactions between (a) a parent company and its subsidiary; (b) subsidiaries of a common parent; (c) and entity and its principal owners; and (d) affiliates.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Regulation S-X (SX)

-Number 210

-Article 4

-Section 08

-Paragraph k

Reference 2: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Regulation S-X (SX)

-Number 210

-Article 3A

-Section 04

-Paragraph b

Reference 3: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Statement of Financial Accounting Standard (FAS)

-Number 57

-Paragraph 1-4

-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 4: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 850

-SubTopic 10

-Section 50

-Paragraph 4

-URI http://asc.fasb.org/extlink&oid=6457730&loc=d3e39622-107864

Reference 5: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 850

-SubTopic 10

-Section 50

-Paragraph 1

-URI http://asc.fasb.org/extlink&oid=6457730&loc=d3e39549-107864

Reference 6: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 850

-SubTopic 10

-Section 50

-Paragraph 3

-URI http://asc.fasb.org/extlink&oid=6457730&loc=d3e39603-107864

Reference 7: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 235

-SubTopic 10

-Section S99

-Paragraph 1

-Subparagraph (SX 210.4-08.(k))

-URI http://asc.fasb.org/extlink&oid=6881521&loc=d3e23780-122690

Reference 8: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 850

-SubTopic 10

-Section 50

-Paragraph 6

-URI http://asc.fasb.org/extlink&oid=6457730&loc=d3e39691-107864

Reference 9: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 850

-SubTopic 10

-Section 50

-Paragraph 5

-URI http://asc.fasb.org/extlink&oid=6457730&loc=d3e39678-107864

+ Details

Segment and Geographic Data

12 Months Ended

Sep. 30, 2011

Segment and Geographic Data [Abstract]

Segment and Geographic Data


(27)	Segment and Geographic Data

Segment information for the periods presented is as follows:


	Successor									Predecessor
							Period from			Period from
							August 31, 2009			October 1, 2008
							through			through
	2011			2010			September 30, 2009			August 30, 2009
Revenues:
Consumer products	$	3,186,916		$	2,567,011		$	219,888		$	2,010,648
Insurance		290,866			—			—			—

Consolidated revenues	$	3,477,782		$	2,567,011		$	219,888		$	2,010,648

Depreciation and amortization:
Consumer products	$	135,149		$	117,418		$	8,671		$	58,480
Insurance		(11,115	)		—			—			—

Total segments		124,034			117,418			8,671			58,480
Corporate depreciation and amortization		207			53			—			—

Consolidated depreciation and amortization	$	124,241		$	117,471		$	8,671		$	58,480

Operating income (loss):
Consumer products	$	227,944		$	168,778		$	108		$	156,805
Insurance		(18,041	)		—			—			—

Total segments		209,903			168,778			108			156,805
Corporate expenses(a)		(46,217	)		(8,324	)		—			—

Consolidated operating income (loss)		163,686			160,454			108			156,805
Interest expense		(249,260	)		(277,015	)		(16,962	)		(172,940	)
Bargain purchase gain from business acquisition		151,077			—			—			—
Other (expense) income, net		(14,833	)		(12,105	)		816			(3,320	)
Reorganization items (expense) income, net		—			(3,646	)		(3,962	)		1,142,809

Consolidated income (loss) from continuing operations before income taxes	$	50,670		$	(132,312	)	$	(20,000	)	$	1,123,354


	Successor						Predecessor
					Period from		Period from
					August 31, 2009		October 1, 2008
					through		through
	2011		2010		September 30, 2009		August 30, 2009
Capital expenditures:
Consumer products	$	36,160	$	40,316	$	2,718	$	8,066
Insurance		1,745		—		—		—

Total segments		37,905		40,316		2,718		8,066
Corporate capital expenditures		345		58		—		—

Consolidated capital expenditures	$	38,250	$	40,374	$	2,718	$	8,066


	September 30,
	2011		2010

Total assets:
Consumer products	$	3,626,706	$	3,873,604
Insurance		19,336,627		—

Total segments		22,963,333		3,873,604
Corporate assets		616,221		142,591

Consolidated total assets	$	23,579,554	$	4,016,195


	September 30,
	2011		2010

Total long-lived assets(b):
Consumer products	$	2,578,418	$	2,673,892
Insurance		460,694		—

Total segments		3,039,112		2,673,892
Corporate long-lived assets		19,952		640

Consolidated long-lived assets	$	3,059,064	$	2,674,532


(a)		Included in corporate expenses are $26,996 and $6,649 related to business acquisitions and $4,359 and $212 related to Front Street for Fiscal 2011 and Fiscal 2010, respectively.

(b)		Total long-lived assets include all non-current assets of the Consumer Products and Other section of the Consolidated Balance Sheet and properties (included in “Other assets”) and intangibles of the Insurance section.

The Company’s geographic data disclosures are as follows:

Net sales to external customers:


	Successor						Predecessor
					August 31, 2009		Period from
					through		October 1, 2008
					September 30,		through
	2011		2010		2009		August 30, 2009
United States	$	1,780,127	$	1,444,779	$	113,407	$	1,166,920
Outside the United States		1,406,789		1,122,232		106,481		843,728

Consolidated net sales to external customers	$	3,186,916	$	2,567,011	$	219,888	$	2,010,648


	September 30,
	2011		2010

Long-lived assets:
United States	$	2,324,515	$	1,885,635
Outside the United States		734,549		788,897

Consolidated long-lived assets at year end	$	3,059,064	$	2,674,532

Venezuela Hyperinflation

Spectrum Brands does business in Venezuela through a Venezuelan subsidiary. At January 4, 2010, the beginning of the second quarter of Fiscal 2010, Spectrum Brands determined that Venezuela met the definition of a highly inflationary economy under US GAAP. As a result, beginning January 4, 2010, the U.S. dollar is the functional currency for Spectrum Brands’ Venezuelan subsidiary. Accordingly, going forward, currency remeasurement adjustments for this subsidiary’s financial statements and other transactional foreign exchange gains and losses are reflected in earnings. Through January 3, 2010, prior to being designated as highly inflationary, translation adjustments related to the Venezuelan subsidiary were reflected as a component of AOCI.

In addition, on January 8, 2010, the Venezuelan government announced its intention to devalue its currency, the Bolivar fuerte, relative to the U.S. dollar. As a result, Spectrum Brands remeasured the local balance sheet of its Venezuela entity during the second quarter of Fiscal 2010 to reflect the impact of the devaluation to the official exchange rate of 4.3 Bolivian fuerte per U.S. dollar. Based on actual exchange activity as of September 30, 2010, Spectrum Brands determined that the most likely method of exchanging its Bolivar fuertes for U.S. dollars would be to formally apply with the Venezuelan government to exchange through commercial banks at the Transaction System for Foreign Currency Denominated Securities (“SITME”) rate specified by the Central Bank of Venezuela. The SITME rate as of September 30, 2010 was quoted at 5.3 Bolivar fuerte per U.S. dollar. Therefore, Spectrum Brands changed the rate used to remeasure Bolivar fuerte denominated transactions as of September 30, 2010 from the official exchange rate to the 5.3 SITME rate in accordance with ASC Topic 830, “Foreign Currency Matters,” (“ASC 830”) as it was the expected rate that exchanges of Bolivar fuerte to U.S. dollars would be settled.

The designation of the Spectrum Brands’ Venezuela entity as a highly inflationary economy and the devaluation of the Bolivar fuerte resulted in a $1,486 reduction to the Company’s operating income during Fiscal 2010. The Company also reported a foreign exchange loss in “Other (expense) income, net” of $10,102 during Fiscal 2010.

As of September 30, 2011, Spectrum Brands is no longer exchanging its Bolivar Fuertes for U.S. dollars through the SITME mechanism and the SITME is no longer the most likely method of exchanging its Bolivar fuertes for U.S. dollars. Therefore, Spectrum Brands changed the rate used to remeasure Bolivar fuerte denominated transactions as of September 30, 2011 from the 5.3 SITME rate to the 4.3 official exchange rate in accordance with ASC 830 as it is the expected rate that exchanges of Bolivar fuerte to U.S. dollars will be settled. Spectrum Brands reported a foreign exchange gain in “Other (expense) income, net” of $1,293 during Fiscal 2011 related to the change to the official exchange rate.

- Definition

The entire disclosure for reporting segments including data and tables. Reportable segments include those that meet any of the following quantitative thresholds a) it's reported revenue, including sales to external customers and intersegment sales or transfers is 10 percent or more of the combined revenue, internal and external, of all operating segments b) the absolute amount of its reported profit or loss is 10 percent or more of the greater, in absolute amount of 1) the combined reported profit of all operating segments that did not report a loss or 2) the combined reported loss of all operating segments that did report a loss c) its assets are 10 percent or more of the combined assets of all operating segments.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 280

-SubTopic 10

-Section 50

-Paragraph 1

-URI http://asc.fasb.org/extlink&oid=6534315&loc=d3e8380-108599

Reference 2: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 280

-SubTopic 10

-Section 50

-Paragraph 12

-URI http://asc.fasb.org/extlink&oid=6534315&loc=d3e8595-108599

Reference 3: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 280

-SubTopic 10

-Section 50

-Paragraph 32

-URI http://asc.fasb.org/extlink&oid=6534315&loc=d3e8933-108599

Reference 4: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 280

-SubTopic 10

-Section 50

-Paragraph 33

-URI http://asc.fasb.org/extlink&oid=6534315&loc=d3e8971-108599

Reference 5: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 280

-SubTopic 10

-Section 50

-Paragraph 26

-URI http://asc.fasb.org/extlink&oid=6534315&loc=d3e8844-108599

Reference 6: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Statement of Financial Accounting Standard (FAS)

-Number 131

-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 7: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 280

-SubTopic 10

-Section 50

-Paragraph 34

-URI http://asc.fasb.org/extlink&oid=6534315&loc=d3e8981-108599

Reference 8: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 280

-SubTopic 10

-Section 50

-Paragraph 35

-URI http://asc.fasb.org/extlink&oid=6534315&loc=d3e8984-108599

Reference 9: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 280

-SubTopic 10

-Section 50

-Paragraph 42

-URI http://asc.fasb.org/extlink&oid=6534315&loc=d3e9054-108599

Reference 10: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 280

-SubTopic 10

-Section 50

-Paragraph 40

-URI http://asc.fasb.org/extlink&oid=6534315&loc=d3e9031-108599

Reference 11: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 280

-SubTopic 10

-Section 50

-Paragraph 31

-URI http://asc.fasb.org/extlink&oid=6534315&loc=d3e8924-108599

Reference 12: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 280

-SubTopic 10

-Section 50

-Paragraph 10

-URI http://asc.fasb.org/extlink&oid=6534315&loc=d3e8538-108599

Reference 13: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 280

-SubTopic 10

-Section 50

-Paragraph 30

-URI http://asc.fasb.org/extlink&oid=6534315&loc=d3e8906-108599

Reference 14: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 280

-SubTopic 10

-Section 50

-Paragraph 41

-URI http://asc.fasb.org/extlink&oid=6534315&loc=d3e9038-108599

Reference 15: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 280

-SubTopic 10

-Section 50

-Paragraph 29

-URI http://asc.fasb.org/extlink&oid=6534315&loc=d3e8864-108599

+ Details

Quarterly Results (Unaudited)

12 Months Ended

Sep. 30, 2011

Quarterly Results (Unaudited) [Abstract]

Quarterly Results (Unaudited)

(28) Quarterly Results (Unaudited)


	Quarter Ended
	September 30,			July 3,			April 3,			January 2,
	2011			2011			2011			2011

Net sales	$	827,330		$	804,635		$	693,885		$	861,066
Total revenues		888,541			1,034,290			693,885			861,066
Gross profit		280,496			293,694			255,439			299,238
Operating income (loss)		(43,953	)		120,516			22,429			64,694
Net income (loss) attributable to common and participating preferred stockholders		(107,095	)		204,077	(a)		(61,950	)		(20,070	)
Basic and diluted income (loss) per common share		(0.77	)		1.12	(a)		(0.45	)		(0.14	)


(a)		The previously reported amounts of $187,668, or $1.03 per common share, have been retrospectively adjusted for a $16,409 increase in the bargain purchase gain from the FGL Acquisition resulting from adjustments made to the preliminary purchase price allocation during the fourth quarter.


	Quarter Ended
	September 30,			July 4,			April 4,			January 3,
	2010			2010			2010			2010

Net sales/total revenues	$	788,999		$	653,486		$	532,586		$	591,940
Gross profit		274,499			252,869			209,580			184,462
Operating income		36,836			59,088			45,771			18,759
Net loss attributable to common and participating preferred stockholders		(20,968	)		(51,618	)		(19,034	)		(60,249	)
Basic and diluted loss per common share		(0.15	)		(0.39	)		(0.15	)		(0.46	)

- Definition

The entire disclosure for the quarterly financial data in the annual financial statements. The disclosure may include a tabular presentation of financial information for each fiscal quarter for the current and previous year, including revenues, gross profit, income or loss before extraordinary items and earnings per share data. It also includes an indication if the information in the note is unaudited, comments on the aggregate effect of year-end adjustments, and an explanation of matters or transactions that affect comparability or are pertinent to an understanding of the information furnished.

+ References+ Details

Subsequent Events	12 Months Ended
Subsequent Events	Sep. 30, 2011
Subsequent Events [Abstract]
Subsequent Events	(29) Subsequent Events *Raven Springing Amendment* On October 17, 2011, FGL Insurance and Wilton Re executed the revised and restated Raven Springing Amendment with an effective date of October 1, 2011. As a result, FGL Insurance recaptured from Raven Re all of the business that had been financed with a letter of credit facility provided by an unaffiliated financial institution and guaranteed by OMGUK and HFG. This letter of credit facility was terminated upon recapture of the business, eliminating any future financial obligations related to this reserve facility. In connection with the termination, the $95,000 surplus note issued by Raven Re was settled at face value without the payment of interest. FGL Insurance transferred cash and invested assets totaling approximately $595,359 to Wilton Re in connection with the execution of the revised and restated Raven Springing Amendment. Execution of the Raven Springing Amendment fulfills the Company’s obligation under the F&G Stock Purchase Agreement to replace the Raven Re reserve facility by December 31, 2012. *Acquisitions* On November 1, 2011, Spectrum Brands completed the $43,750 cash acquisition of certain trade name brands from The Homax Group, Inc., a portfolio company of Olympus Partners. The Company will account for the acquisition, which is not significant individually, under the acquisition method of accounting and is in the process of preparing the preliminary purchase price allocation. On December 5, 2011, Spectrum Brands signed a definitive agreement to acquire all of the issued and outstanding common stock of FURminator, Inc. for $140,000 in cash. The transaction is subject to customary closing and regulatory approvals. The Company will account for the acquisition by applying the acquisition method of accounting and is in the process of preparing the preliminary purchase price allocation. *Spectrum Brands Notes Offering* In November 2011, Spectrum Brands completed the offering of $200,000 aggregate principal amount of 9.5% Notes at a price of 108.5% of the par value; these notes are in addition to the $750,000 aggregate principal amount of 9.5% Notes already outstanding. The additional notes are guaranteed by Spectrum Brands’ existing and future domestic restricted subsidiaries and secured by liens on substantially all of their assets.

Condensed Financial Information of Registrant

12 Months Ended

Sep. 30, 2011

Condensed Financial Information of Registrant [Abstract]

Condensed Financial Information of Registrant

SCHEDULE I

HARBINGER GROUP INC. (Registrant Only)

CONDENSED BALANCE SHEETS

(In thousands)


	September 30,			September 30,
	2011			2010

ASSETS
Cash and cash equivalents	$	134,790		$	84,262
Short-term investments		74,889			53,965
Prepaid expenses and other current assets		1,678			1,740

Total current assets		211,357			139,967
Investments in consolidated subsidiaries		1,509,977			562,755
Advances to consolidated subsidiaries		58,773			9,434
Properties, net		410			145
Deferred charges and other assets		14,543			495

Total assets	$	1,795,060		$	712,796


LIABILITIES AND EQUITY
Accounts payable	$	366		$	1,450
Accrued and other current liabilities		33,844			3,786

Total current liabilities		34,210			5,236
Long-term debt		497,168			—
Equity conversion feature of preferred stock		75,350			—
Employee benefit obligations		6,055			5,221
Deferred income taxes		1,343			—
Other liabilities		320			684

Total liabilities		614,446			11,141

Temporary equity:
Redeemable preferred stock		292,437			—

Stockholders’ equity:
Common stock		1,393			1,392
Additional paid-in capital		872,683			855,767
Accumulated deficit		(135,347	)		(150,309	)
Accumulated other comprehensive income (loss)		149,448			(5,195	)

Total stockholders’ equity		888,177			701,655

Total liabilities and equity	$	1,795,060		$	712,796

See accompanying Report of Independent Registered Public Accounting Firm.

CONDENSED STATEMENTS OF OPERATIONS

(In thousands)


				Period from
				June 16, 2010(a)
	Year Ended			through
	September 30,			September 30,
	2011			2010

Revenues	$	—		$	—
Cost of revenues		—			—

Gross profit		—			—
Operating expenses:
General and administrative		13,883			1,438
Acquisition related charges		8,696			6,649

Total operating expenses		22,579			8,087

Operating loss		(22,579	)		(8,087	)
Other income (expense):
Equity in net income (losses) of subsidiaries		67,750			(55,772	)
Interest expense		(39,005	)		—
Other, net		28,633			195

Income (loss) before income taxes		34,799			(63,664	)
Income tax expense		4			6

Net income (loss)		34,795			(63,670	)
Less: Preferred stock dividends and accretion		19,833			—

Net income (loss) attributable to common and participating preferred stockholders	$	14,962		$	(63,670	)


(a)		Date from which the registrant’s results of operations are included in the accompanying consolidated financial statements, as discussed further in Note 1 to the consolidated financial statements.

See accompanying Report of Independent Registered Public Accounting Firm.

CONDENSED STATEMENTS OF CASH FLOWS

(In thousands)


				Period from
				June 16, 2010
	Year Ended			through
	September 30,			September 30,
	2011			2010

Cash flows from operating activities:
Net income (loss)	$	34,795		$	(63,670	)
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Depreciation of properties		91			19
Stock-based compensation		116			34
Amortization of debt issuance costs		1,770			—
Amortization of debt discount		613			—
Deferred income taxes		376			881
Equity in net (income) losses of subsidiaries		(67,750	)		55,772
Dividend from subsidiary		20,000			—
Income recognized on preferred stock conversion feature		(27,910	)		—
Changes in operating assets and liabilities:
Prepaid expenses and other current assets		62			(561	)
Accounts payable and accrued and other current liabilities		15,697			989
Other operating		1,797			701

Net cash used in operating activities		(20,343	)		(5,835	)

Cash flows from investing activities:
Proceeds from investments sold, matured or repaid		101,006			30,094
Cost of investments acquired		(121,930	)		(3,989	)
Capital contributions to consolidated subsidiaries		(727,162	)		—
Advances to consolidated subsidiaries		(49,339	)		—
Capital expenditures		(345	)		(58	)

Net cash provided by (used in) investing activities		(797,770	)		26,047

Cash flows from financing activities:
Proceeds from senior secured notes		498,459			—
Proceeds from preferred stock issuance, net of issuance costs		385,973			—
Debt issuance costs		(16,207	)		—
Other financing activities		416

Net cash provided by financing activities		868,641			—

Net increase in cash and cash equivalents		50,528			20,212
Cash and cash equivalents at beginning of period		84,262			64,050

Cash and cash equivalents at end of period	$	134,790		$	84,262

- Definition

The entire disclosure for condensed financial information, including the financial position, cash flows, and the results of operations of the registrant (parent company) as of the same dates or for the same periods for which audited consolidated financial statements are being presented. Alternatively, the details of this disclosure can be reported by the specific parent company taxonomy elements, indicating the appropriate date and period contexts in an instance document.

+ References+ Details