Exhibit 99.8

Unless the context indicates otherwise, all references in this Exhibit 99.8 to the
“Company”, “HGI”, “we”, “our” or “us” refer to Harbinger Group Inc.

HARBINGER GROUP INC. UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

     The following unaudited pro forma condensed combined financial statements for the year ended December 31, 2009 and for the nine-month period ended September 30, 2010, the date of our latest publicly available financial information, gives effect to (i) our acquisition (the “Spectrum Brands Acquisition”) of an aggregate of 27,756,905 shares of common stock, $0.01 per value per share, of Spectrum Brands Holdings, Inc., a Delaware corporation (“SB Holdings”) as well as the effect of (ii) the combination of Spectrum Brands, Inc. (“Spectrum Brands”) and Russell Hobbs, Inc, (“Russell Hobbs”) (the “SB/RH Merger”) and related debt refinancing which was completed by Spectrum Brands on June 16, 2010, (iii) the emergence of Spectrum Brands from bankruptcy in August 2009 and the application of fresh-start accounting and (iv) HGI’s issuance of $350 million of 10.625% senior secured notes due 2015 (the “HGI Notes Offering”) on November 15, 2010.

     The unaudited pro forma condensed combined financial statements shown below reflect historical financial information and have been prepared on the basis that the Spectrum Brands Acquisition is accounted for under Accounting Standards Codification Topic 805: Business Combinations (“ASC 805”) as a transaction between entities under common control. In accordance with the guidance in ASC 805, the assets and liabilities transferred between entities under common control should be recorded by the receiving entity based on their carrying amounts (or at the historical cost basis of the parent, if these amounts differ). Although we issued shares of our common stock to effect the Spectrum Brands Acquisition, for accounting purposes Spectrum Brands will be treated as the predecessor and receiving entity of HGI since Spectrum Brands was an operating business in prior periods, whereas HGI was not. As Spectrum Brands was determined to be the accounting acquirer in the SB/RH Merger, the financial statements of Spectrum Brands will be presented as our predecessor entity for periods preceding the SB/RH Merger. After the issuance of the shares of our common stock to Harbinger Capital Partners Master Fund I, Ltd., Harbinger Capital Partners Special Situations Fund, L.P. and Global Opportunities Breakaway Ltd. (collectively, the “Harbinger Parties”) to effect the Spectrum Brands Acquisition, our parent (the Harbinger Parties) owns approximately 93% of our outstanding common stock. Spectrum Brands, as the predecessor and under common ownership of the Harbinger Parties, will record HGI’s assets and liabilities at the Harbinger Parties’ basis as of the date that common control was first established (June 16, 2010). The carrying value of HGI’s assets and liabilities approximated the Harbinger Parties’ basis at that date.

     The following unaudited pro forma condensed combined balance sheet at September 30, 2010 is presented on a basis to reflect (i) the Spectrum Brands Acquisition, (ii) the issuance of our common stock to effect the Spectrum Brands Acquisition and (iii) the HGI Notes Offering, as if each had occurred on September 30, 2010. The unaudited pro forma condensed combined statement of operations for the nine-month period ended September 30, 2010 is presented on a basis to reflect (i) the Spectrum Brands Acquisition, (ii) the issuance of our common stock to effect the Spectrum Brands Acquisition, (iii) the SB/RH Merger and (iv) the HGI Notes Offering, as if each had occurred on January 1, 2009. The unaudited pro forma condensed combined statement of operations for the year ended December 31, 2009 is presented on a basis to reflect (i) the Spectrum Brands Acquisition, (ii) the issuance of our common stock to effect the Spectrum Brands Acquisition, (iii) the SB/RH Merger and (iv) the HGI Notes Offering, as if each had occurred on January 1, 2009, and (v) the emergence of Spectrum Brands from bankruptcy in August 2009 and the application of fresh-start accounting, as if the emergence had occurred on October 1, 2008 (the beginning of Spectrum Brands’ fiscal year). Because of different fiscal year-ends, and in order to present results for comparable periods, the unaudited pro forma condensed combined statement of operations for the year ended December 31, 2009 combines the historical consolidated statement of operations of HGI for the year then ended with the derived historical results of operations of Russell Hobbs for the twelve months ended December 31, 2009 and the historical consolidated statement of operations of Spectrum Brands for its fiscal year ended September 30, 2009. The unaudited pro forma condensed combined statement of operations for the nine-month period ended September 30, 2010 combines the historical condensed consolidated statement of operations of HGI for the nine months then ended with the derived historical results of operations of Russell Hobbs for the six months ended March 31, 2010, the last quarter end reported by Russell Hobbs prior to the SB/RH Merger, and the derived historical results of operations of SB Holdings for the nine-month period ended September 30, 2010 (which include Russell Hobbs’ results of operations for the most recent three-month period ended September 30, 2010). Spectrum Brands’ historical consolidated statement of operations for the three-month period ended January 3, 2010 has been excluded from the interim results in order to present results comparable to HGI’s nine-month period ended September 30, 2010. The results of Russell Hobbs have been excluded for the stub period from June 16, 2010, the date of the SB/RH Merger, to July 4, 2010 for pro forma purposes, since comparable results are included in the derived historical results of operations of Russell Hobbs for the six-month period ended March 31, 2010. Pro forma adjustments are made in order to reflect the potential effect of the transactions on the unaudited pro forma condensed combined statement of operations. As a result of the Spectrum Brands Acquisition, the financial statements of Spectrum Brands, as predecessor, will replace those of HGI for periods prior to the Spectrum Brands Acquisition. Those financial statements will reflect the SB/RH Merger effective June 16, 2010. We do not present any pro forma annual periods prior to January 1, 2009 since these would be the same as Spectrum Brands’ historical financial statements as the predecessor to HGI.

     The unaudited pro forma condensed combined financial statements and the notes to the unaudited pro forma condensed combined financial statements were based on, and should be read in conjunction with:

	•		our historical unaudited condensed consolidated financial statements and notes thereto for the three and nine months ended September 30, 2010 included in our Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission (the “SEC”) on November 9, 2010;
	•		our historical audited consolidated financial statements and notes thereto for the fiscal year ended December 31, 2009 included as Annex F to our Definitive Information Statement on Schedule 14C filed with the SEC on November 5, 2010 (the “November Information Statement”) ;
	•		SB Holdings’ historical audited consolidated financial statements and notes thereto for the fiscal year ended September 30, 2010 included as Exhibit 99.7 to this Current Report on Form 8-K (the “Current Report”);
	•		Russell Hobbs’ historical unaudited consolidated financial statements and notes thereto for the nine months ended March 31, 2010 included in our November Information Statement; and
	•		Russell Hobbs’ historical audited consolidated financial statements and notes thereto for the fiscal year ended June 30, 2009 included in our November Information Statement.

     Our historical consolidated financial information has been adjusted in the unaudited pro forma condensed combined financial statements to give effect to pro forma events that are (1) directly attributable to the Spectrum Brands Acquisition, the SB/RH Merger, the emergence of Spectrum Brands from bankruptcy in August 2009 and the application of fresh-start accounting, and the HGI Notes Offering, (2) factually supportable, and (3) with respect to the unaudited pro forma condensed combined statements of operations, expected to have a continuing impact on our results. The unaudited pro forma condensed combined financial statements do not reflect any of HGI or SB Holdings managements’ expectations for revenue enhancements, cost savings from the combined company’s operating efficiencies, synergies or other restructurings, or the costs and related liabilities that would be incurred to achieve such revenue enhancements, cost savings from operating efficiencies, synergies or restructurings, which could result from the SB/RH Merger.

     The pro forma adjustments are based upon available information and assumptions that the managements of HGI and SB Holdings believe reasonably reflect the Spectrum Brands Acquisition, the SB/RH Merger, the emergence of Spectrum Brands from bankruptcy and the application of fresh-start accounting, and the HGI Notes Offering. The unaudited pro forma condensed combined financial statements are provided for illustrative purposes only and do not purport to represent what our actual consolidated results of operations or the consolidated financial position would have been had the Spectrum Brands Acquisition and other identified events occurred on the date assumed, nor are they necessarily indicative of our future consolidated results of operations or financial position.

Harbinger Group Inc. and Subsidiaries
Unaudited Pro Forma Condensed Combined Balance Sheet
As of September 30, 2010

		Historical
						Spectrum				Pro Forma
		Harbinger				Brands				Adjustments
		Group Inc.				Holdings				Spectrum
		September 30,				September 30,				Brands								HGI Notes				Pro Forma
		2010				2010				Acquisition				Note				Offering (9)				Combined
		(In thousands)
ASSETS
Current assets:
Cash and cash equivalents		$	85,967			$	170,614			$	—							$	333,849			$	590,430
Short-term investments			53,965				—				—								—				53,965
Trade and other accounts receivable, net			—				406,447				—								—				406,447
Inventories, net			—				530,342				—								—				530,342
Deferred income taxes			—				35,735				—								—				35,735
Assets held for sale			—				12,452				—								—				12,452
Prepaid expenses and other current assets			1,740				44,122				—								—				45,862
Total current assets			141,672				1,199,712				—								333,849				1,675,233
Property, plant and equipment, net			143				201,164				—								—				201,307
Deferred charges and other			—				46,352				—								—				46,352
Goodwill			—				600,055				—								—				600,055
Intangible assets, net			—				1,769,360				—								—				1,769,360
Other assets			497				56,961				—								11,206				68,664
Total assets		$	142,312			$	3,873,604			$	—							$	345,055			$	4,360,971
LIABILITIES AND EQUITY
Current liabilities:
Current portion of long-term debt		$	—			$	20,710			$	—							$	—			$	20,710
Accounts payable			1,452				332,231				—								—				333,683
Accrued and other current liabilities			3,786				309,831				—								—				313,617
Total current liabilities			5,238				662,772				—								—				668,010
Long-term debt			—				1,723,057				—								345,055				2,068,112
Pension liability			3,423				92,725				—								—				96,148
Non-current deferred income taxes			—				277,843				—								—				277,843
Other liabilities			684				70,828				—								—				71,512
Total liabilities			9,345				2,827,225				—								345,055				3,181,625
Commitments and contingencies
Stockholders’ equity:
Common stock			193				514				685				(6c)				—				1,392
Additional paid in capital			132,727				1,316,461				(594,440	)			(6a,b,c)				—				854,748
Retained earnings (accumulated deficit)			10,243				(260,892	)			100,757				(6a,b)				—				(149,892	)
Accumulated other comprehensive loss			(10,223	)			(7,497	)			13,642				(6a,b)				—				(4,078	)
Less treasury stock, at cost			—				(2,207	)			2,207				(6c)				—				—
Total stockholders’ equity			132,940				1,046,379				(477,149	)							—				702,170
Noncontrolling interest			27				—				477,149				(6b)				—				477,176
Total equity			132,967				1,046,379				—								—				1,179,346
Total liabilities and equity		$	142,312			$	3,873,604			$	—							$	345,055			$	4,360,971

Harbinger Group Inc. and Subsidiaries
Unaudited Pro Forma Condensed Combined Statement of Operations
For the Year Ended December 31, 2009

		Historical
					Spectrum Brands Inc.
		Harbinger																	Russell Hobbs,
		Group Inc.				Successor					Predecessor								Inc.				Pro Forma Adjustments
		12 months				1 month					11 months				12 months				12 months				Spectrum								SB/RH
		ended				ended					ended				ended				ended				Brands								Merger
		December 31,				September 30,					August 30,				September 30,				December 31,				Fresh								Related &								HGI Notes				Pro Forma
		2009				2009					2009				2009				2009				Start				Note				Other				Note				Offering (9)				Combined
										(In thousands, except per share data)
Net sales		$	—			$	219,888				$	2,010,648			$	2,230,536			$	779,375			$	—							$	—							$	—			$	3,009,911
Cost of goods sold			—				155,310					1,245,640				1,400,950				549,220				4,187				(5a,b)				—								—				1,954,357
Restructuring and related charges			—				178					13,189				13,367				—				—								—								—				13,367
Gross profit			—				64,400					751,819				816,219				230,155				(4,187	)							—								—				1,042,187
Operating expenses:
Selling			—				39,136					363,106				402,242				117,406				335				(5b)				—								—				519,983
General and administrative			6,290				20,578					145,235				165,813				39,531				19,743				(5b,c)				15,293				(6a,e,f,h)				—				246,670
Research and development			—				3,027					21,391				24,418				4,027				398				(5b)				—								—				28,843
Restructuring and related charges			—				1,551					30,891				32,442				3,813				—								—								—				36,255
Goodwill and intangibles impairment			—				—					34,391				34,391				—				—								—								—				34,391
Total operating expenses			6,290				64,292					595,014				659,306				164,777				20,476								15,293								—				866,142
Operating income (loss)			(6,290	)			108					156,805				156,913				65,378				(24,663	)							(15,293	)							—				176,045
Interest (income) expense			(229	)			16,962					172,940				189,902				44,657				—								(55,534	)			(6d)				40,206				219,002
Other (income) expense, net			(1,280	)			(816	)				3,320				2,504				4,013				—								—								—				5,237
(Loss) income from continuing operations before reorganization items and income taxes			(4,781	)			(16,038	)				(19,455	)			(35,493	)			16,708				(24,663	)							40,241								(40,206	)			(48,194	)
Reorganization items (expense) income, net			—				(3,962	)				1,142,809				1,138,847				—				(1,138,847	)			(5d)				—								—				—
(Loss) income from continuing operations before income taxes			(4,781	)			(20,000	)				1,123,354				1,103,354				16,708				(1,163,510	)							40,241								(40,206	)			(48,194	)
Income tax expense (benefit)			8,566				51,193					22,611				73,804				17,998				(2,572	)			(5e)				(8,542	)			(6a,g)				—				89,254
(Loss) income from continuing operations		$	(13,347	)		$	(71,193	)			$	1,100,743			$	1,029,550			$	(1,290	)		$	(1,160,938	)						$	48,783								(40,206	)		$	(137,448	)
Less: Loss from continuing operations attributable to noncontrolling interest			(3	)			—					—				—				—				—								(42,553	)			(6b)				—				(42,556	)
(Loss) income from continuing operations attributable to controlling interest		$	(13,344	)		$	(71,193	)			$	1,100,743			$	1,029,550			$	(1,290	)		$	(1,160,938	)						$	91,336							$	(40,206	)		$	(94,892	)
Basic and diluted loss from continuing operations per share attributable to controlling interest		$	(0.69	)																																							$	(0.68	)
Weighted average shares of common stock outstanding			19,280																													119,910				(6c)								139,190

Harbinger Group Inc. and Subsidiaries
Unaudited Pro Forma Condensed Combined Statement of Operations
For the Nine-Month Period Ended September 30, 2010

		Historical
										Russell				Pro Forma Adjustments
										Hobbs, Inc.				Elimination of
										6 Month				Russell Hobbs				SB/RH
						Spectrum				Period Ended				Duplicate				Merger
		Harbinger				Brands				March 31,				Financial				Related &								HGI Notes				Pro Forma
		Group Inc.				Holdings, Inc.				2010				Information (7)				Other					Note			Offering (9)				Combined
		(In thousands, except per share data)
Net sales		$	—			$	1,975,071			$	406,412			$	(35,755	)		$	—							$	—			$	2,345,728
Cost of goods sold			—				1,232,624				275,668				(23,839	)			(2,164	)			(8b)				—				1,482,289
Restructuring and related charges			—				5,499				—				—				—								—				5,499
Gross profit			—				736,948				130,744				(11,916	)			2,164								—				857,940
Operating expenses:
Selling			—				355,524				60,906				(5,962	)			—								—				410,468
General and administrative			14,876				156,193				21,616				(4,640	)			(168	)			(6a,e,f,h)				—				187,877
Research and development			—				24,568				4,217				(659	)			—								—				28,126
Acquisition and integration related charges			—				38,452				—				—				(34,675	)			(8a)				—				3,777
Restructuring and related charges			—				12,192				3,908				—				—								—				16,100
Total operating expenses			14,876				586,929				90,647				(11,261	)			(34,843	)							—				646,348
Operating income (loss)			(14,876	)			150,019				40,097				(655	)			37,007								—				211,592
Interest (income) expense			(156	)			227,533				11,556				(3,866	)			(98,824	)			(6d)				30,219				166,462
Other (income) expense, net			(351	)			11,654				6,423				923				—								—				18,649
(Loss) income from continuing operations before income taxes			(14,369	)			(89,168	)			22,118				2,288				135,831								(30,219	)			26,481
Income tax expense (benefit)			(761	)			40,690				7,021				(214	)			767				(6a,g)				—				47,503
(Loss) income from continuing operations		$	(13,608	)		$	(129,858	)		$	15,097			$	2,502			$	135,064							$	(30,219	)		$	(21,022	)
Less: (Loss) income from continuing operations attributable to noncontrolling interest			(3	)			—				—				—				10,435				(6b)				—				10,432
(Loss) income from continuing operations attributable to controlling interest		$	(13,605	)		$	(129,858	)		$	15,097			$	2,502			$	124,629							$	(30,219	)		$	(31,454	)
Basic and diluted loss from continuing operations per share attributable to controlling interest		$	(0.70	)																										$	(0.23	)
Weighted average shares of common stock outstanding			19,286																119,910				(6c)								139,196

Harbinger Group Inc. and Subsidiaries
Notes to the Unaudited Pro Forma Condensed Combined Financial Statements
(Amounts in thousands, except per share amounts)

(1) CONFORMING PERIODS

     HGI’s fiscal year-end was December 31 while SB Holdings’ fiscal year-end is September 30 and Russell Hobbs’ fiscal year-end was June 30. In order for the year end pro forma results to be comparable, the Russell Hobbs 12-month period ended December 31, 2009 was calculated as follows:

		Year				Six Months				Six Months				Twelve Months
		Ended				Ended				Ended				Ended
		June 30,				December 31,				December 31,				December 31,
		2009				2009				2008				2009
		(A)				(B)				(C)				(D)=(A)+(B)-(C)
Net sales		$	796,628			$	459,521			$	476,774			$	779,375
Cost of goods sold			577,138				317,868				345,786				549,220
Gross profit			219,490				141,653				130,988				230,155
Operating expenses:
Selling			128,195				59,116				69,905				117,406
General and administrative			43,760				25,090				29,319				39,531
Research and development			4,813				4,659				5,445				4,027
Restructuring and related charges			9,700				1,769				7,656				3,813
Total operating expenses			186,468				90,634				112,325				164,777
Operating income			33,022				51,019				18,663				65,378
Interest expense			50,221				19,894				25,458				44,657
Other expense, net			4,622				3,224				3,833				4,013
(Loss) income from continuing operations before income taxes			(21,821	)			27,901				(10,628	)			16,708
Income tax expense			14,042				8,872				4,916				17,998
(Loss) income from continuing operations		$	(35,863	)		$	19,029			$	(15,544	)		$	(1,290	)

HGI’S latest reporting period is the third quarter for the nine-month period ended September 30, 2010, while Russell Hobbs’ last reporting period, prior to the SB/RH Merger, was its third quarter results for the nine-month period ended March 31, 2010

and SB Holdings’ latest reporting period is its fiscal year ended September 30, 2010 (which includes results of operations for Russell Hobbs for the three month-period ended September 30, 2010). In order for the unaudited interim pro forma results to be comparable, results of Russell Hobbs and SB Holdings must reflect only nine months. Because Russell Hobbs’ results of operations for the three months ended September 30, 2010 are included in SB Holdings’ historical statement of operations (post SB/RH Merger), Russell Hobbs’ historical financial information for the statement of operations covering the three-month period ended September 30, 2009 has been excluded, as follows:

		Nine Months				Three Months				Six Months
		Ended				Ended				Ended
		March 31,				September 30,				March 31,
		2010				2009				2010
		(A)				(B)				(C) = (A) - (B)
Net sales		$	617,281			$	210,869			$	406,412
Cost of goods sold			422,652				146,984				275,668
Gross profit			194,629				63,885				130,744
Operating expenses:
Selling			87,539				26,633				60,906
General and administrative			35,715				14,099				21,616
Research and development			6,513				2,296				4,217
Restructuring and related charges			4,665				757				3,908
Total operating expenses			134,432				43,785				90,647
Operating income			60,197				20,100				40,097
Interest expense			24,112				12,556				11,556
Other expense (income), net			5,702				(721	)			6,423
Income from continuing operations before income taxes			30,383				8,265				22,118
Income tax expense			11,375				4,354				7,021
Income from continuing operations		$	19,008			$	3,911			$	15,097

     To derive SB Holdings’ results for the nine months ended September 30, 2010, Spectrum Brands’ historical financial information for the statement of operations covering the three-month period ended January 3, 2010 has been excluded, as follows:

		SB Holdings				Spectrum Brands				SB Holdings
		Fiscal Year				Three Months				Nine Months
		Ended September				Ended January 3,				Ended September 30,
		30, 2010				2010				2010
		(A)				(B)				(C) = (A) - (B)
Net sales		$	2,567,011			$	591,940			$	1,975,071
Cost of goods sold			1,638,451				405,827				1,232,624
Restructuring and related charges			7,150				1,651				5,499
Gross profit			921,410				184,462				736,948
Operating expenses:
Selling			466,813				111,289				355,524
General and administrative			199,386				43,193				156,193
Research and development			31,013				6,445				24,568
Acquisition and integration related charges			38,452				—				38,452
Restructuring and related charges			16,968				4,776				12,192
Total operating expenses			752,632				165,703				586,929
Operating income			168,778				18,759				150,019
Interest expense			277,015				49,482				227,533
Other expense, net			12,300				646				11,654
Loss from continuing operations before reorganization items and income taxes			(120,537	)			(31,369	)			(89,168	)
Reorganization items expense, net			3,646				3,646				—
Loss from continuing operations before income taxes			(124,183	)			(35,015	)			(89,168	)
Income tax expense			63,189				22,499				40,690
Loss from continuing operations		$	(187,372	)		$	(57,514	)		$	(129,858	)

(2) BASIS OF PRO FORMA PRESENTATION

     The unaudited pro forma condensed combined financial statements have been prepared using the historical consolidated financial statements of HGI, Russell Hobbs, Spectrum Brands and SB Holdings. To derive the financial statements for SB Holdings, Spectrum Brands’ historical financial statements for the fourth calendar quarter of 2009 have been excluded. The historical financial statements for Russell Hobbs includes the fourth calendar quarter of 2009 in both the annual 2009 and interim 2010 unaudited pro forma condensed combined financial statements presented herein; the results of operations for Russell Hobbs for the three-month period ended September 30, 2010 are included in SB Holdings’ historical statement of operations for the nine-month period ended September 30, 2010. The predecessor of the historical financial statements of SB Holdings is Spectrum Brands. The Spectrum Brands Acquisition is accounted for as a merger among entities under common control with SB Holdings/Spectrum Brands as the predecessor and receiving entity of HGI.

(3) SIGNIFICANT ACCOUNTING POLICIES

     The unaudited pro forma condensed combined financial statements of HGI do not assume any differences in accounting policies between HGI and SB Holdings. HGI will review the accounting policies of HGI and SB Holdings to ensure conformity of HGI’s accounting policies to those of SB Holdings (as predecessor) and, as a result of that review, HGI may identify differences between the accounting policies of these companies that, when conformed, could have a material impact on the combined financial statements. At this time, HGI is not aware of any differences that would have a material impact on the unaudited pro forma condensed combined financial statements.

(4) ACQUISITION OF RUSSELL HOBBS BY SPECTRUM BRANDS IN SB/RH MERGER

     Russell Hobbs was acquired by SB Holdings as a result of the SB/RH Merger on June 16, 2010. The consideration was in the form of newly-issued shares of common stock of SB Holdings exchanged for all of the outstanding shares of common and preferred stock and certain debt of Russell Hobbs held by the Harbinger Parties. Inasmuch as Russell Hobbs was a private company and its common stock was not publicly traded, the closing market price of the Spectrum Brands common stock at June 15, 2010 was used to calculate the purchase price. The total purchase price of Russell Hobbs was approximately $597,579 determined as follows:

Spectrum Brands closing price per share on June 15, 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

     The total purchase price for Russell Hobbs was allocated to the preliminary net tangible and intangible assets of Russell Hobbs by SB Holdings based upon their preliminary fair values at June 16, 2010 and is reflected in SB Holdings’ historical consolidated statement of financial position as of September 30, 2010 as set forth below. The excess of the purchase price over the preliminary net tangible assets and intangible assets was recorded as goodwill. The preliminary allocation of the purchase price was based upon a valuation for which the estimates and assumptions are subject to change within the measurement period (up to one year from the

acquisition date). The primary areas of the preliminary purchase price allocation that are not yet finalized relate to certain legal matters, amounts for income taxes including deferred tax accounts, amounts for uncertain tax positions, and net operating loss carryforwards inclusive of associated limitations, and the final allocation of goodwill. SB Holdings expects to continue to obtain information to assist it in determining the fair values of the net assets acquired at the acquisition date during the measurement period. The preliminary purchase price allocation for Russell Hobbs is as follows:

Current assets		$	307,809
Property, plant and equipment			15,150
Intangible assets			363,327
Goodwill			120,079
Other assets			15,752
Total assets acquired			822,117
Current liabilities			142,046
Total debt			18,970	(1)
Long-term liabilities			63,522
Total liabilities assumed			224,538
Net assets acquired		$	597,579

(5) PRO FORMA ADJUSTMENT — FRESH-START REPORTING

     Spectrum Brands emerged from bankruptcy on August 28, 2009 (the “Effective Date”) and, in accordance with ASC 852, adopted fresh-start reporting since the reorganization value of the assets of Spectrum Brands immediately prior to the Effective Date (“Predecessor Company”) of the plan of reorganization was less than the total of all post-petition liabilities and allowed claims, and the holders of the Predecessor Company’s voting shares immediately before the Effective Date received less than 50 percent of the voting shares of the emerging entity.

     Spectrum Brands analyzed the transactions that occurred during the two-day period from August 29, 2009, the day after the Effective Date, and August 30, 2009, the fresh-start reporting date, and concluded that such transactions were not material individually or in the aggregate as such transactions represented less than one percent of the total net sales for the fiscal year ended September 30, 2009. As a result, Spectrum Brands determined that August 30, 2009 would be an appropriate fresh-start reporting date to coincide with Spectrum Brands’ normal financial period close for the month of August 2009. Upon adoption of fresh-start reporting, periods ended prior to August 30, 2009 are not comparable to those of Spectrum Brands after the Effective Date (“Successor Company”).

     These pro forma adjustments represent the fresh-start adjustments as if Spectrum Brands’ fresh-start reporting had occurred on October 1, 2008, the beginning of its fiscal year. The adjustments made are as follows:

     a) An adjustment of $48,762 was recorded to adjust inventory to fair value. As a result of this increase in inventory, $16,319 was recorded as cost of goods sold within the Spectrum Brands consolidated statement of operations for the year ended September 30, 2009. This cost has been excluded from the unaudited pro forma condensed combined statement of operations as this amount is considered non-recurring.

     b) Spectrum Brands recorded an increase of $34,699 to adjust the net book value of property, plant and equipment to fair value giving consideration to their highest and best use. Key assumptions used in the valuation of Spectrum Brands’ property, plant and equipment were a combination of the cost and market approach, depending on whether market data was available. The step up in depreciation expense associated with this increase in book value was $21,723 for the period from October 1, 2008 to August 30, 2009. This is reflected in the statement of operations as follows:

		Eleven Month Period
		Ended
		August 30, 2009
		Step-up Adjustment
Cost of goods sold		$	20,506
Selling			335
General and administrative			484
Research and development			398
Total		$	21,723

     c) Certain indefinite-lived intangible assets, which include trade names, trademarks and technology, were valued using a relief from royalty methodology. Customer relationships were valued using a multi-period excess earnings method. Certain intangible assets are subject to sensitive business factors of which only a portion are within control of Spectrum Brands’ management. The total fair value of indefinite and definite lived intangibles was $1,459,500 as of August 30, 2009. The incremental intangible amortization associated with the increase in indefinite lived intangible assets was $19,260 for the period from October 1, 2008 to August 30, 2009.

     d) In connection with its emergence from bankruptcy, Spectrum Brands incurred certain expenses and recorded certain income, gains and losses as Reorganization items expense (income), net. Since these items are directly attributable to Spectrum Brands’ emergence from bankruptcy and are not expected to have a continuing impact on the combined entity’s results, they have been eliminated from these pro forma financial statements. Reorganization items expense (income), net, for the eleven-month period ended August 30, 2009 and the one-month period ended September 30, 2009 are summarized as follows:

		Successor Company				Predecessor Company
		One Month				Eleven Months
		Ended				Ended
		September 30, 2009				August 30, 2009
Legal and professional fees		$	3,962			$	74,624
Deferred financing costs			—				10,668
Provision for rejected leases			—				6,020
Administrative related reorganization items			3,962				91,312
Gain on cancellation of debt			—				(146,555	)
Fresh-start reporting adjustments			—				(1,087,566	)
Reorganization items expense (income), net		$	3,962			$	(1,142,809	)

     e) Spectrum Brands recorded a decrease of $2,572 of net tax expense for non-U.S. subsidiaries for the period from October 1, 2008 to August 30, 2009. During all periods presented, Spectrum Brands had a full valuation allowance for all net U.S. deferred tax assets, exclusive of indefinite-lived intangibles. Due to Spectrum Brands’ full valuation allowance position, any tax effect of the fresh-start pro forma adjustments for the U.S. parent and U.S. subsidiaries would be offset by an adjustment to the valuation allowance. As such, Spectrum Brands has recorded a zero tax effect for the pro forma adjustments related to the U.S. parent and U.S. subsidiaries.

(6) PRO FORMA ADJUSTMENTS — OTHER

     a) To effect the Spectrum Brands Acquisition, HGI issued its common stock to the Harbinger Parties in exchange for the controlling financial interest in SB Holdings. After this issuance of shares, the Harbinger Parties own approximately 93% of HGI’s outstanding common stock. Spectrum Brands as the receiving and predecessor entity and under common control of the Harbinger Parties will record HGI’s assets and liabilities at the Harbinger Parties’ basis as of the date common control was established. The carrying value of HGI’s assets and liabilities approximated the Harbinger Parties’ basis at the date that common control with SB Holdings was established (June 16, 2010). However, adjustments were made to income taxes and pension expense to reflect the effect of rolling back the Harbinger Parties’ basis in HGI to the January 1, 2009 assumed transaction date for purposes of the unaudited condensed combined pro forma statements of operations. This results in a decrease in General and administrative expense for pension expense in the amount of $881 and $689 for the year ended December 31, 2009 and the nine-month period ended September 30, 2010, respectively. Similarly, the tax adjustment is as shown in the unaudited pro forma condensed combined financial statements for the year ended December 31, 2009 and the nine-month period ended September 30, 2010 included herein.

     The financial statements of SB Holdings/Spectrum Brands, as predecessor, will replace those of HGI for periods prior to the date common control with SB Holdings was established (June 16, 2010) and, as such, these adjustments eliminate HGI’s historical retained earnings and accumulated other comprehensive loss prior to that date as well as the subsequent amortization through September 30, 2010 of accumulated other comprehensive loss to retained earnings (through HGI’s historical net loss for the period).

     b) Adjustment reflects the noncontrolling interest in SB Holdings upon the completion of the Spectrum Brands Acquisition. HGI owns approximately 54.4% of the outstanding SB Holdings common stock, subsequent to the Spectrum Brands Acquisition. The allocation to noncontrolling interest from the components of stockholders’ equity reflects 45.6% of SB Holdings’ stockholders’ equity at September 30, 2010.

     c) Adjustment reflects the 119,910 shares of HGI common stock issued as a result of the Spectrum Brands Acquisition. The adjustment also reflects the elimination of SB Holdings’ historical capital structure.

     d) The SB/RH Merger resulted in a substantial change to the SB Holdings’ debt structure, as further discussed in the notes to the SB Holdings historical financial statements included as Exhibit 99.7 to this Current Report. The change in interest expense is $55,534 and $98,824 for the year ended December 31, 2009 and the nine-month period ended September 30, 2010, respectively. The adjustment consists of the following:

										Nine Months
		Assumed				Fiscal Year Ended				Ended
		Interest Rate				December 31, 2009				September 30, 2010
$750,000 Term loan			8.1	%		$	60,750			$	45,055
$750,000 Senior secured notes			9.5	%			71,250				52,646
$231,161 Senior subordinated notes			12.0	%			27,739				20,804
$22,000 ABL revolving credit facility			6.0	%			1,320				990
Foreign debt, other obligations and capital leases			—				4,243				7,207
Amortization of debt issuance costs			—				13,723				9,697
Total pro forma interest expense							179,025				136,399
Less: elimination of historical interest expense							234,559				235,223
Pro forma adjustment						$	(55,534	)		$	(98,824	)

     An assumed increase or decrease of 1/8 percent in the interest rate assumed above with respect to the $750,000 term loan and the $22,000 ABL revolving credit facility, which have variable interest rates, would impact total pro forma interest expense by $965 and $723 for the year ended December 31, 2009 and the nine-month period ended September 30, 2010, respectively.

     e) Adjustment reflects increased amortization expense associated with the fair value adjustment of Russell Hobbs’ intangible assets of $9,535 and $4,806 for the year ended December 31, 2009 and the nine-month period ended September 30, 2010, respectively. The adjustment for the nine-month period ended September 30, 2010 reflects an adjustment to the Russell Hobbs historical six-month period ended March 31, 2010 only (the last reported period prior to the SB/RH Merger), as the Russell Hobbs acquisition is already reflected in the last three months of SB Holdings’ nine-month period ended September 30, 2010.

     f) Adjustment reflects an increase in equity awards amortization of $7,622 for the year ended December 31, 2009 and a decrease in equity awards amortization of $3,534 for the nine-month period ended September 30, 2010, respectively, to reflect equity awards issued in connection with the SB/RH Merger which had vesting periods ranging from 1-12 months. As a result, assuming the transaction was completed on January 1, 2009, these awards would be fully vested in the period ended December 31, 2009. For purposes of this pro forma adjustment, fair value is assumed to be the average of the high and low price of Spectrum Brands’ common stock at June 16, 2010 of $28.24 per share, management’s most reliable determination of fair value.

     g) As a result of Russell Hobbs’ and Spectrum Brands’ existing income tax loss carryforwards in the United States, for which full valuation allowances have been provided, no deferred income taxes have been established and no income tax has been provided in the pro forma adjustments related to the SB/RH Merger.

     h) Adjustment reflects decreased depreciation expense associated with the fair value adjustment of Russell Hobbs’ property, plant and equipment of $983 and $751 for the year ended December 31, 2009 and the nine-month period ended September 30, 2010, respectively. The adjustment for the nine-month period ended September 30, 2010 reflects an adjustment to the Russell Hobbs historical six-month period ended March 31, 2010 only (the last reported period prior to the SB/RH Merger), as the Russell Hobbs acquisition is already reflected in the last three months of SB Holdings’ nine-month period ended September 30, 2010. The

adjustments have been recorded to General and administrative expense. Pro forma impacts to Cost of goods sold for depreciation associated with the fair value adjustment of Russell Hobbs’ equipment is considered immaterial.

(7) PRO FORMA ADJUSTMENT — ELIMINATION OF DUPLICATE FINANCIAL INFORMATION

     This pro forma adjustment represents the elimination of the financial data from June 16, 2010 through July 4, 2010 of Russell Hobbs that is reflected in SB Holdings’ historical financial statements. These are considered duplicative because a full nine months of financial results for Russell Hobbs has been reflected in the unaudited condensed combined pro forma statement of operations for the interim period consisting of the six-month Russell Hobbs historical period ended March 31, 2010, prior to the SB/RH Merger, and the three month period ended September 30, 2010, subsequent to the SB/RH Merger, included in SB Holdings’ historical statement of operations for the nine-month period ended September 30, 2010.

(8) NON-RECURRING COSTS

     a) SB Holdings’ financial results for the nine months ended September 30, 2010 include $34,675 of expenses related to the SB/RH Merger. These costs include severance and fees for legal, accounting, financial advisory, due diligence, tax, valuation, printing and other various services necessary to complete this transaction and were expensed as incurred. These costs have been excluded from the unaudited pro forma condensed combined statement of operations for the nine-month period ended September 30, 2010 as these amounts are considered non-recurring.

     b) SB Holdings increased Russell Hobbs’ inventory by $2,504, to estimated fair value, upon completion of the SB/RH Merger. Cost of sales increased by this amount during the first inventory turn subsequent to the completion of the SB/RH Merger. $340 was recorded in the three months ended July 4, 2010 and has been eliminated as part of the “Elimination of duplicate financial information” adjustments discussed in Note (7) above. The remaining $2,164 was recorded in SB Holdings’ historical statement of operations for the nine-month period ended September 30, 2010 which amount has been eliminated as a pro forma adjustment related to the SB/RH Merger. These costs have been excluded from the unaudited pro forma condensed combined statement of operations for the nine-month period ended September 30, 2010 as these amounts are considered non-recurring.

(9) PRO FORMA ADJUSTMENTS RELATED TO THE HGI NOTES OFFERING

On November 15, 2010, HGI issued $350 million of 10.625% senior secured notes (the “Notes”) due 2015 in private placement to qualified institutional buyers pursuant to Rule 144A and Regulation S under the Securities Act of 1933, as amended. The issue price of the Notes was 98.587% of par. The pro forma cash adjustment of $333,849 reflects the $345,055 proceeds from the HGI Notes Offering (which is net of the original issue discount of $4,945), less debt issuance costs of $11,206.

The incremental interest expense related to the Notes was calculated as follows

		Year Ended				Nine Months Ended
		December 31, 2009				September 30, 2010
Interest expense on Notes at 10.625%		$	37,187			$	27,891
Amortization of original issue discount on Notes			790				653
Amortization of debt issuance costs			2,229				1,675
Pro forma adjustment		$	40,206			$	30,219

As a result of HGI’s existing income tax loss carryforwards, for which valuation allowances have been provided, no income tax benefit has been reflected in the pro forma adjustments related to HGI.