8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report:

February 1, 2006

(Date of earliest event reported)

SPECTRUM BRANDS, INC.

(Exact Name of Registrant as Specified in Charter)

Wisconsin	001-13615	22-2423556
(State or other Jurisdiction of Incorporation)	(Commission File No.)	(IRS Employer Identification No.)

Six Concourse Parkway, Suite 3300, Atlanta, Georgia 30328

(Address of principal executive offices, including zip code)

(770) 829-6200

(Registrant’s telephone number, including area code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION.

As previously reported, in order to assist the Company’s shareholders to better understand the impact of the Company’s recent acquisitions and dispositions its ongoing business, beginning on January 26, 2006 the Company made available on the Investor Relations section of its website certain supplementary information representing the Company’s quarterly results for the fiscal year ended September 30, 2005, as adjusted to include the results of acquired businesses and to exclude the results of disposed businesses, along with a reconciliation of these pro forma results to financial results presented in accordance with U.S. generally accepted accounting principles. Beginning on February 1, 2006, the Company expanded this supplementary information to include certain information regarding its quarterly results of operations by segment. This supplementary information is attached hereto in its entirety as Exhibit 99.2 and incorporated herein by reference.

Item 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

(c) Exhibits

Exhibit Number	Description of Exhibit
99.1	Supplemental pro forma financial information issued by Spectrum Brands, Inc. on February 1, 2006.

2

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: February 1, 2006	SPECTRUM BRANDS, INC.
	By:	/s/ Randall J. Steward
	Name:	Randall J. Steward
	Title:	Executive Vice President and
		Chief Financial Officer

3

EXHIBIT INDEX

Exhibit Number	Description of Exhibit
99.1	Supplemental pro forma financial information issued by Spectrum Brands, Inc. on February 1, 2006.

4

EX-99.1

Spectrum Brands Fiscal 2005

Financial Results Adjusted to

Reflect the Effect of

Acquisitions and Divestitures

For the Full Year

Exhibit 99.1

2

Spectrum Brands Inc.

Condensed Combined Financial Data

Adjusted to Include Results of Acquisitions (Unaudited)

Excluding Nu-Gro

Discontinued Operations

The following unaudited

condensed combined statement of operations for the year ended September 30, 2005, and the accompanying condensed combined

statement of operations for the four quarters of the year then

ended

assume

all acquisitions completed by Spectrum Brands during the year ended September 30,

2005 were completed on October 1, 2004.  Specifically,

this includes the acquisition of United Industries Inc. (“United” ), completed by Spectrum Brandson

February 7, 2005, the acquisition of Tetra Holding GmbH (“Tetra” ), completed by Spectrum Brands

on April 29,

2005, the acquisition of Jungle Laboratories

(“Jungle”), completed by Spectrum Brands on September 2,

2005, and the acquisition of Firstrax, completed by the United Pet Group (“ UPG”) on February 1,

2005. 

The data

also excludes

the results of operations for the Nu-Gro

Pro and Tech business that Spectrum

Brands classified as an asset held for sale as of September

30, 2005.  This business was

disposed of by sale in

January

2006.  Amounts excluded are based upon internal financial information prepared by management.

The information also gives effect to certain adjustments described in the accompanying notes.

In

addition,

interest

expense

has

been

adjusted

to

reflect

interest

expense

we

estimate

would

be

incurred

by

the

Company

had

all

acquisitions

occurred

on

October 1, 2004 and the sale of the Nu-Gro

Pro and Tech business had occurred on October 1, 2004, with the

proceeds from the sale applied to reduce

approximately $80 million in outstanding debt. 

Our capital structure has also been adjusted as if the issuance of 13.75 million shares of our common stock, which actually occurred on February 7, 2005 in

connection with the United acquisition, had occurred on October 1, 2004.  Earnings per share calculations presented in the accompanying condensed combined

statements of operations reflect this adjusted capital structure.

The

effective tax rate for the periods presented is adjusted to 35%.

The information make no adjustments to estimate the impact of synergies we expect to achieve from the integration of the acquired companies. 

This comparable information

is provided solely for the purpose of additional analysis of the results of the Company. 

The data is presented for informational

purposes only and is not intended to be in conformity with the rules governing the

preparation of pro forma financial information, nor is it intended to be a forecast

of future operating results. 

*

3

Spectrum Brands, Inc.

Condensed Combined Statement of Operations Adjusted to Include Results of Acquisitions (Unaudited)

Excluding Nu-Gro Discontinued Operations

For the Fiscal Year Ended September 30, 2005

EPS Summary by Quarter

(in thousands)

Q1

Q2

Q3

Q4

Full Year

Net Income, as adjusted

14,945

$      

21,146

$      

38,230

$      

5,323

$        

79,644

$        

Shares Outstanding, as adjusted

49,290

50,403

51,086

51,207

50,528

Diluted EPS, as adjusted

0.30

$          

0.42

$          

0.75

$          

0.10

$          

1.58

$            

*

Spectrum Brands, Inc.

Condensed Combined Statement of Operations Adjusted to Include Results of Acquisitions (Unaudited)

Excluding Nu-Gro Discontinued Operations

For the Fiscal Year Ended September 30, 2005

Pro Forma Net Sales and Profitability by Segment

(in thousands)

	Q1			Q2			Q3			Q4			Full Year
Segment Net Sales:
North America	$	276,544		$	325,626		$	412,848		$	246,522		$	1,261,540
EROW		222,272			144,290			137,253			153,835			657,650
Latin America		52,683			49,624			49,568			56,201			208,076
Global Pet		135,386			132,785			131,252			132,955			532,378
Total Net Sales:	$	686,885		$	652,325		$	730,921		$	589,513		$	2,659,644
Segment Profitability (A):
North America	$	27,829		$	51,762		$	73,900		$	17,518		$	171,009
EROW		35,959			19,409			17,968			21,215			94,551
Latin America		4,196			3,594			4,281			5,367			17,438
Global Pet		18,315			20,642			22,296			20,362			81,615
Total Segment Profit:		86,299			95,407			118,445			64,462			364,613
Corporate (B):		(24,037	)		(25,314	)		(22,491	)		(17,446	)		(89,288	)
Total Operating Income:	$	62,262		$	70,093		$	95,954		$	47,016		$	275,325

(A) Segment profitability presented above differs from previously reported results as it includes the impact of acquisitions and divestitures and excludes certain items discussed more fully in the notes to the accompanying unaudited condensed consolidated financial information. Refer to such notes to the accompanying unaudited condensed consolidated financial information for each respective period for details of these adjustments.

(B) Consists of purchasing expense, corporate general and administrative expense, and research and development expense.

4

5

Spectrum Brands, Inc.

Condensed Combined Statement of Operations Adjusted to Include Results of Acquisitions (Unaudited)

Excluding Nu-Gro Discontinued Operations

Quarter Ended January 2, 2005

(in thousands)

Non-Recurring

Charges

Other

Adjustments

Net sales

490,769

$                

196,116

$         

-

$                  

-

$                  

686,885

$          

Cost of goods sold

292,412

123,218

(1,899)

(4)

413,731

Restructuring and related charges

-

-

-

-

-

Gross profit

198,357

72,898

1,899

-

273,154

Operating expenses:

  Selling, general and administrative expenses

137,124

75,979

(451)

(5)

(1,760)

(6)

210,892

  Restructuring and related charges

-

-

-

-

-

137,124

75,979

(451)

(1,760)

210,892

Operating Income (loss)

61,233

(3,081)

2,350

1,760

62,262

Interest expense

16,955

-

-

22,295

(7)

39,250

Other (income) expense, net

(36)

56

-

20

Income (loss) from continuing operations before income taxes

44,314

(3,137)

2,350

(20,535)

22,992

Income tax expense (benefit)

16,385

-

-

(8,338)

(8)

8,047

Income from continuing operations

27,929

(3,137)

2,350

(12,197)

14,945

Loss/(Income) from discontinued operations, net of tax

-

-

-

-

-

Net income

27,929

$                   

(3,137)

$            

2,350

$             

(12,197)

$          

14,945

$            

Diluted Shares Outstanding

35,540

As Adjusted Diluted Shares Outstanding

49,290

(9)

Diluted Earnings Per Share

0.79

$                       

0.30

$                

See accompanying notes which are an integral part of this unaudited condensed consolidated adjusted financial information.

Spectrum Brands

Q1 Results

As Reported (1)

Impact of

Acquisitions &

Divestitures

(2), (3)

Q1 Results

As Adjusted

*

6

*

Spectrum Brands Inc.

Notes to

Condensed Combined Statement of Operations

Adjusted to Include Results of Acquisitions (Unaudited)

Excluding Nu-Gro

Discontinued Operations

Quarter

Ended January 2, 2005

(1)

-

Condensed Consolidated Statement of Operations for Spectrum Brands, as obtained from the Company’s 10-Q report for the three month period ended

January 2, 2005.

(2)

–

Includes the results

of operations for the following:

United, from its

Unaudited

Consolidated Statement of Operations

for the

three month period ended December 31, 2004

.

Tetra, from its

Unaudited

Consolidated Statement of Operations

for the three month period ended December 31, 2004

.

Firstrax, from its

Unaudited

Consolidated Statement of Operations

for the three month period ended December 31, 2004

.

Jungle, from its

Unaudited

Consolidated Statement of Operations

for the three month period ended December 31, 2004

.

(3)

–

Excludes the unaudited

results of the

Nu-Gro

Corporation’s

Pro

and

Tech

business

for

the three month period

ended January 2, 2005. Nu-Gro’s

Pro and

Tech business was disposed of by sale in January 2006.  Excluded

results

of

the

Pro

and

Tech

business

were

calculated

by

management.

(4)

–

Comprises

the charge

for the

fair value adjustment applied to UPG inventory, acquired in United’s

acquisition of the UPG on July 30, 2004.

(5)

–

Comprises

a

$1.1 million charge related to the disposal of Spectrum Brands

property in Wisconsin, $0.4 million in transaction

costs incurred by United in

connection with its acquisition of UPG, and $0.5 million of executive

recruiter fees

incurred by United during the quarter.  These amounts are offset by a $1.6

million gain on the sale of Spectrum Brands

property in Mexico.

(6)

–

Impact on amortization of Spectrum Brands’

acquisitions of United, Tetra, Firstrax

and Jungle.

(7)

–

Interest

expense associated with the debt issued and refinanced in connection with the acquired companies.

Such debt and resulting interest

expense has

been reduced as a result of applying the net proceeds from the sale of the Nu- Gro

Pro and Tech businesses as if such sale occurred on October 1, 2004.

(8)

–

Adjustment to

income tax expense to arrive at an adjusted 2005 effective

tax rate of

35 percent.

(9) –

Increase

to weighted shares outstanding due to the assumed issuance of 13.75 million shares of Spectrum Brands

common stock on October 1, 2004

.

7

Spectrum Brands, Inc.

Condensed Combined Statement of Operations Adjusted to Include Results of Acquisitions (Unaudited)

Excluding Nu-Gro Discontinued Operations

Quarter Ended April 3, 2005

(in thousands)

Non-Recurring

Charges

Other

Adjustments

Net sales

534,511

$                

117,814

$         

-

$                  

-

$                  

652,325

$          

Cost of goods sold

345,008

68,010

(30,588)

(13)

-

382,430

Restructuring and related charges

-

-

-

-

-

Gross profit

189,503

49,804

30,588

-

269,895

Operating expenses:

  Selling, general and administrative expenses

153,636

55,863

(9,384)

(14)

(313)

(17)

199,802

  Restructuring and related charges

157

-

(157)

(15)

-

-

153,793

55,863

(9,541)

(313)

199,802

Operating Income (loss)

35,710

(6,059)

40,129

313

70,093

Interest expense

38,966

-

(12,033)

(16)

11,107

(18)

38,040

Other (income) expense, net

(131)

(348)

-

-

(479)

Income (loss) from continuing operations before income taxes

(3,125)

(5,711)

52,162

(10,794)

32,532

Income tax expense (benefit)

(1,194)

-

-

12,580

(19)

11,386

Income from continuing operations

(1,931)

(5,711)

52,162

(23,374)

21,146

Loss/(Income) from discontinued operations, net of tax

-

-

-

-

-

Net income

(1,931)

$                    

(5,711)

$            

52,162

$           

(23,374)

$          

21,146

$            

Diluted Shares Outstanding

43,222

As Adjusted Diluted Shares Outstanding

50,403

(20)

Diluted Earnings Per Share

(0.04)

$                      

0.42

$                

See accompanying notes which are an integral part of this unaudited condensed consolidated adjusted financial information.

Spectrum Brands

Q2 Results

As Reported (10)

Impact of

Acquisitions &

Divestitures

(11), (12)

Q2 Results

As Adjusted

*

8

*

Spectrum Brands Inc.

Notes to

Condensed Combined Statement of Operations Adjusted to Inclu

de Results of Acquisitions (Unaudited)

Excluding Nu-Gro

Discontinued Operations

Quarter Ended April 3, 2005

(10)

–

Condensed Consolidated Statement of Operations for Spectrum Brands, as obtained from the Company’s 10-Q report for the three month period ended

April 3, 2005.

(11) –

Includes the results

of operations for the following:

United, from its Unaudited

Consolidated

Statement

of Operations

for the period January 1, 2005 through February 7, 2005.

Tetra, from its Unaudited

Consolidated Statement of Operations

for the

three month period ended March 31, 2005

.

Firstrax, from its

Unaudited

Consolidated Statement of Operations

for the

month ended January 31, 2005.

Jungle,

from its Unaudited

Consolidated Statement of Operations

for the three month period ended

March 31, 2005

.

(12) –

Excludes the unaudited

results of the Nu-Gro

Corporation’s

Pro

and

Tech

business

for

the three month period ended April 3, 2005. Nu-Gro’s

Pro and Tech

business was disposed of by sale in January 2006.  Excluded results of the Pro and Tech business were calculated by management.

(13) –

Comprises

a $27.7 million

charge for the

fair value

adjustment applied

to

United’s

acquired

inventory and $2.9 million

of non-recurring transaction related

costs incurred by United

in January 2005.

(14) –

Comprises transaction related costs

incurred by United

in January 2005.

(15)

–

Spectrum Brands restructuring

and related charges incurred during the quarter.

(16) –

Debt

issuance costs related to the debt refinancing that occurred

in connection with Spectrum Brands’

acquisition

of United

.

(17) –

Impact on amortization of Spectrum Brands’

acquisitions of United, Tetra, Firstrax

and Jungle.

(18) –

Interest

expense associated with the debt issued and refinanced in connection with the acquired companies.

Such debt and resulting interest expense has

been reduced as a result of applying the net proceeds from the sale of the Nu- Gro

Pro and Tech businesses as if such sale occurred on October 1, 2004.

(19) –

Adjustment to income tax expense to arrive

at an adjusted 2005 effective

tax rate of 35 percent.

(20) –

Increase

to weighted shares outstanding due to the assumed issuance of 13.75 million shares of Spectrum Brands

common stock on October 1, 2004

.

9

Spectrum Brands, Inc.

Condensed Combined Statement of Operations Adjusted to Include Results of Acquisitions (Unaudited)

Excluding Nu-Gro Discontinued Operations

Quarter Ended July 3, 2005

(in thousands)

Non-Recurring

Charges

Other

Adjustments

Net sales

730,445

$                

476

$                

-

$                  

-

$                  

730,921

$          

Cost of goods sold

446,003

(5,573)

(7,266)

(24)

-

433,164

Restructuring and related charges

7,807

-

(7,807)

(25)

-

-

Gross profit

276,635

6,049

15,073

-

297,757

Operating expenses:

  Selling, general and administrative expenses

195,872

5,931

-

-

201,803

  Restructuring and related charges

7,365

-

(7,365)

(26)

-

-

203,237

5,931

(7,365)

-

201,803

Operating Income (loss)

73,398

118

22,438

-

95,954

Interest expense

38,623

-

-

227

(27)

38,850

Other (income) expense, net

(1,107)

(605)

-

-

(1,712)

Income (loss) from continuing operations before income taxes

35,882

723

22,438

(227)

58,816

Income tax expense (benefit)

12,171

-

-

8,415

(28)

20,586

Income from continuing operations

23,711

723

22,438

(8,642)

38,230

Loss/(Income) from discontinued operations, net of tax

-

-

-

-

-

Net income

23,711

$                   

723

$                

22,438

$           

(8,642)

$            

38,230

$            

Diluted Shares Outstanding

51,086

As Adjusted Diluted Shares Outstanding

51,086

Diluted Earnings Per Share

0.46

$                       

0.75

$                

See accompanying notes which are an integral part of this unaudited condensed consolidated adjusted financial information.

Impact of

Acquisitions &

Divestitures

(22), (23)

Spectrum Brands

Q3 Results

As Reported (21)

Q3 Results

As Adjusted

*

10

*

Spectrum Brands Inc.

Notes to

Condensed Combined Statement of Operations Adjusted to Include Results of Acquisitions

(Unaudited)

Excluding Nu-Gro

Discontinued Operations

Quarter Ended July 3, 2005

(21)

–

Condensed Consolidated Statement of Operations for Spectrum Brands, as obtained from the Company’s 10-Q report for the three month period ended

July

3, 2005.

(22) –

Includes the results

of operations for the following:

Tetra, from its Unaudited

Consolidated Statement of Operations for the month

ended April 30, 2005

.

Jungle,

from its Unaudited

Consolidated Statement of Operations

for the three month period ended June 30, 2005.

(23) –

Excludes the unaudited

results of the Nu-Gro

Corporation’s

Pro

and

Tech

business

for

the three month period ended July 3, 2005. Nu-Gro’s

Pro and Tech

business was disposed of by sale in January 2006.  Excluded results of the Pro and Tech business were calculated

by

management.

(24) –

Comprises a

$1.6 million charge for the fair value

adjustment applied to United’s

acquired inventory and a

$5.7 million charge for the fair value

adjustment

applied to Tetra’s acquired inventory.

(25) –

Spectrum Brands restructuring

and related charges incurred during the quarter in connection with the closure of a manufacturing facility in France.

(26) –

Restructuring

and related charges incurred

during the quarter

in connection with Spectrum Brands’

integration of United’s

operations.

(27) –

Interest

expense associated with the debt issued and refinanced in connection with the acquired companies.

Such debt and resulting interest expense has

been reduced as a result of applying the net proceeds from the sale of the Nu- Gro

Pro and Tech businesses as if such sale occurred on October 1, 2004.

(28) –

Adjustment to income tax expense to arrive at an adjusted 2005 effective

tax rate of 35 percent.

11

Spectrum Brands, Inc.

Condensed Combined Statement of Operations Adjusted to Include Results of Acquisitions (Unaudited)

Excluding Nu-Gro Discontinued Operations

Quarter Ended September 30, 2005

(in thousands)

Non-Recurring

Charges

Other

Adjustments

Net sales

603,721

$                

(14,208)

$          

-

$                  

-

$                  

589,513

$          

Cost of goods sold

381,672

(10,886)

(2,572)

(32)

-

368,214

Restructuring and related charges

2,688

-

(2,688)

(33)

-

-

Gross profit

219,361

(3,322)

5,260

-

221,299

Operating expenses:

  Selling, general and administrative expenses

176,924

(2,641)

-

-

174,283

  Restructuring and related charges

8,298

-

(8,298)

(34)

-

-

185,222

(2,641)

(8,298)

-

174,283

Operating Income (loss)

34,139

(681)

13,558

-

47,016

Interest expense

39,509

-

-

(1,100)

(35)

38,409

Other (income) expense, net

418

-

-

-

418

Income (loss) from continuing operations before income taxes

(5,788)

(681)

13,558

1,100

8,189

Income tax expense (benefit)

(2,911)

-

-

5,777

(36)

2,866

Income from continuing operations

(2,877)

(681)

13,558

(4,677)

5,323

Loss/(Income) from discontinued operations, net of tax

-

-

-

-

-

Net income

(2,877)

$                    

(681)

$               

13,558

$           

(4,677)

$            

5,323

$              

Diluted Shares Outstanding

51,207

As Adjusted Diluted Shares Outstanding

51,207

Diluted Earnings Per Share

(0.06)

$                      

0.10

$                

See accompanying notes which are an integral part of this unaudited condensed consolidated adjusted financial information.

Impact of

Acquisitions &

Divestitures

(30), (31)

Spectrum Brands

Q4 Results

As Reported (29)

Q4 Results

As Adjusted

*

12

*

Spectrum Brands Inc.

Notes to

Condensed Combined Statement of Operations Adjusted to Include Results of Acquisitions

(Unaudited)

Excluding Nu-Gro

Discontinued Operations

Quarter Ended September 30, 2005

(29)

–

Condensed Consolidated Statement of Operations

for Spectrum Brands, as obtained from the Company’s 4

th

Quarter Press Release issued November 10,

2005.

(30) –

Includes the results

of operations for the following:

Jungle, from its Unaudited

Consolidated Statement of Operations

for the two month

period ended August 31, 2005.

(31) –

Excludes the unaudited

results of the Nu-Gro

Corporation’s

Pro

and

Tech

business

for

the

three

month

period

ended

September

30,

2005. Nu-Gro’s

Pro

and Tech business was disposed of by sale in January 2006.

Excluded results

of the Pro and Tech business were calculated by management.

(32) –

Comprises a

$2.3 millioncharge for the

fair value

adjustment

applied

to Tetra’s acquired inventory and a

$0.3 million charge for the fair value

adjustment

applied to Jungle’s acquired inventory.

(33) –

Spectrum Brands restructuring

and related charges incurred during the quarter primarily in connection with the closure of a manufacturing facility in France.

(34) –

Restructuring and related charges incurred during the quarter

primarily

in connection with Spectrum Brands’

integration of United’s

operations.

(35) –

Decreased interest expense as a result of applying the proceeds from the sale of the Nu-Gro

Pro and Tech businesses to reduce outstanding debt

.

(36) –

Adjustment to income tax expense to arrive at an adjusted 2005 effective

tax rate of 35 percent.

13

Spectrum Brands, Inc.

Condensed Combined Statement of Operations Adjusted to Include Results of Acquisitions (Unaudited)

Excluding Nu-Gro Discontinued Operations

Year Ended September 30, 2005

(in thousands)

Non-Recurring

Charges

Other

Adjustments

Net sales

2,359,446

$             

300,198

$         

-

$                  

-

$                  

2,659,644

$       

Cost of goods sold

1,465,095

174,769

(42,325)

(40)

-

1,597,539

Restructuring and related charges

10,495

-

(10,495)

(41)

-

-

Gross profit

883,856

125,429

52,820

-

1,062,105

Operating expenses:

  Selling, general and administrative expenses

663,556

135,132

(9,835)

(42)

(2,073)

(45)

786,780

  Restructuring and related charges

15,820

-

(15,820)

(43)

-

-

679,376

135,132

(25,655)

(2,073)

786,780

Operating Income (loss)

204,480

(9,703)

78,475

2,073

275,325

Interest expense

134,053

-

(12,033)

(44)

32,529

(46)

154,549

Other (income) expense, net

(856)

(897)

-

-

(1,753)

Income (loss) from continuing operations before income taxes

71,283

(8,806)

90,508

(30,456)

122,529

Income tax expense (benefit)

24,451

-

-

18,434

(47)

42,885

Income from continuing operations

46,832

(8,806)

90,508

(48,890)

79,644

Loss/(Income) from discontinued operations, net of tax

-

-

-

-

-

Net income

46,832

$                   

(8,806)

$            

90,508

$           

(48,890)

$          

79,644

$            

Diluted Shares Outstanding

45,631

As Adjusted Diluted Shares Outstanding

50,528

(48)

Diluted Earnings Per Share

1.03

$                       

1.58

$                

See accompanying notes which are an integral part of this unaudited condensed consolidated adjusted financial information.

Spectrum Brands

2005 Results

As Reported (37)

Impact of

Acquisitions &

Divestitures

(38), (39)

2005 Results

As Adjusted

*

14

*

Spectrum Brands Inc.

Notes to

Condensed Combined Statement of Operations Adjusted to Include Results of Acquisitions

(Unaudited)

Excluding Nu-Gro

Discontinued Operations

Year E

nded

September 30, 2005

(37)

–

Condensed Consolidated Statement of Operations for Spectrum Brands, as obtained from the Company’s Form 10-K report  for the year ended September

30, 2005.

(38) –

Includes the results

of operations for the following:

United,

from its

Unaudited

Consolidated Statement of Operations

for the period from October 1, 2004

through February 7, 2005

.

Tetra, from its

Unaudited

Consolidated Statement of Operations

for the period from October 1, 2004 through April 30

,

2005.

Firstrax, from its

Unaudited

Consolidated Statement of Operations

for the period from October 1, 2004 through January 31, 2005

.

Jungle, from its

Unaudited

Consolidated Statement of Operations

for the period from October 1, 2004 through August 31

,

2005

.

(39) –

Excludes

the unaudited

results of the Nu-Gro

Corporation’s

Pro

and

Tech

business

for

the

year

ended

September

30,

2005. Nu-Gro’s

Pro and Tech

business was disposed of by sale in January 2006.

Excluded results of the Pro and Tech business were calculated by management.

(40) –

Comprises a $29.3 million

charge for the

fair value adjustment applied to United’s

acquired inventory, a $7.9 million charge for the fair value

adjustment

Applied

to

Tetra’s

acquired

inventory, a $1.9 million charge for the

fair value adjustment

applied to UPG inventory, acquired in United’s

acquisition of the United Pet

Group on July 30, 2004, a $0.3 million charge for the fair value

adjustment

applied

to

Jungle’s acquired inventory, and $2.9 million

of non-recurring transaction

related costs

incurred by United

in January 2005.

(41) –

Spectrum Brands

restructuring and related charges incurred during the year

primarily in connection with the closure of a manufacturing facility in France.

(42) –

Comprises

transaction related costs

incurred by United

in January 2005 of $9.4 million, a $1.1 million charge related to the disposal of Spectrum Brands

property in Wisconsin, $0.4 million in transaction costs incurred by United in connection with its acquisition of UPG, and $0.5 million of executive

recruiter

fees

incurred by United.  These amounts are offset by a $1.6 million gain on the sale of Spectrum

Brands

property in Mexico.

(43) –

Restructuringand related charges incurred during the year primarily in connection with Spectrum Brands’

integration of United’s

operations.

(44) –

Debt

issuance costs related to the debt refinancing that occurred in

connection with Spectrum Brands’

United acquisition

.

(45) –

Impact on amortization of Spectrum Brands’

acquisitions of United, Tetra, Firstrax

and Jungle.

(46) –

Interest

expense associated with the debt issued and refinanced in connection with the acquired companies.

Such debt and resulting interest expense has

been reduced as a result of applying the net proceeds from the sale of the Nu- Gro

Pro and Tech

businesses as if such sale occurred on October 1, 2004.

(47) –

Adjustment to income tax expense to arrive at an adjusted

2005 effective

tax rate of 35 percent.

(48) –

Increase

to weighted shares outstanding due to the assumed issuance of 13.75 million shares of Spectrum

Brands

common stock on October 1, 2004

.