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.