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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

(Mark One)

For the quarterly period ended September 30, 2002

OR

For the transition period from                              to                             

Commission File Number: 333-76055

UNITED INDUSTRIES CORPORATION
(Exact name of registrant as specified in its charter)

        Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ý    No o.

        As of November 12, 2002, the registrant had 33,143,000 Class A voting and 33,143,000 Class B non-voting shares of common stock outstanding and 37,600 Class A non-voting shares of preferred stock outstanding.

UNITED INDUSTRIES CORPORATION
QUARTERLY REPORT ON FORM 10-Q
PERIOD ENDED SEPTEMBER 30, 2002

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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

        Certain statements contained in this report constitute "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, as amended. All statements other than statements of historical facts included in this report regarding our financial position, business strategy, budgets and plans and objectives of management for future operations are forward-looking statements. Although we believe that our plans, intentions and expectations reflected in or suggested by these forward-looking statements are reasonable, we cannot assure you that we will achieve or realize these plans, intentions or expectations. Such forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause the actual results, our performance or achievements, or industry results, to be materially different from those contemplated or projected, forecasted, estimated or budgeted in or expressed or implied by such forward-looking statements. Such factors include, among others, the risks and other factors set forth under Item 7A in our Annual Report on Form 10-K for the year ended December 31, 2001, as well as the following: general economic and business conditions; governmental regulations; industry trends; the loss of major customers or suppliers; cost and availability of raw materials; changes in business strategy or development plans, including acquisition or disposition of assets; availability and quality of management; and availability, terms and deployment of capital. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

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PART I. FINANCIAL INFORMATION
Item 1. Financial Statements

UNITED INDUSTRIES CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Dollars in thousands, except share data)

See accompanying notes to consolidated financial statements.

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UNITED INDUSTRIES CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(Dollars in thousands)

See accompanying notes to consolidated financial statements.

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UNITED INDUSTRIES CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in thousands)

See accompanying notes to consolidated financial statements.

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UNITED INDUSTRIES CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

Note 1—Organization and Basis of Presentation

        United Industries Corporation (the Company) is the leading manufacturer and marketer of value-oriented branded products for the consumer lawn and garden care and insect control markets in the United States. The Company manufactures and markets one of the broadest lines of pesticides in the industry, including herbicides and indoor and outdoor insecticides, as well as insect repellents, fertilizers and soils, under a variety of brand names. As described further in Note 12, the Company's operations are divided into three business segments: Lawn and Garden, Household and Contract.

        The accompanying consolidated financial statements include the accounts and balances of the Company and its wholly owned subsidiaries. All material intercompany transactions have been eliminated in consolidation. The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information and the rules and regulations of the Securities and Exchange Commission. Accordingly, certain information and footnote disclosures typically included in the Company's Annual Report on Form 10-K have been condensed or omitted for this report. As such, this report should be read in conjunction with the financial statements and accompanying notes in the Company's Annual Report on Form 10-K for the year ended December 31, 2001. Certain amounts in the 2001 consolidated financial statements included herein have been reclassified to conform with the 2002 presentation.

        The accompanying consolidated financial statements are unaudited. In the opinion of management, such statements include all adjustments, which consist of only normal recurring adjustments, necessary for a fair presentation of the results for the periods presented. Interim results are not necessarily indicative of results for a full year. The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Note 2—Business Combination

        On May 9, 2002, a wholly owned subsidiary of the Company completed a merger with and into Schultz Company (Schultz), a manufacturer of horticultural products and specialty items, particularly for the indoor houseplant care segment of the market, and a distributor of charcoal, potting soil and soil conditioners. Schultz products are distributed primarily to retail outlets and nurseries throughout the United States and Canada. The merger was executed in order to achieve economies of scale and synergistic efficiencies. As a result of the merger, Schultz became a wholly owned subsidiary of the Company. The total purchase price included cash payments of $38.3 million, including related acquisition costs, issuance of 600,000 shares of Class A voting common stock valued at $3.0 million and issuance of 600,000 shares of Class B non-voting common stock valued at $3.0 million. In exchange for the Company's cash and common stock consideration, the Company received all of the outstanding shares of Schultz. The Company has preliminarily allocated 50% of the purchase price to intangible assets and 50% to goodwill. The acquired intangible assets consist of trade names and other intellectual property, as well as a $1.5 million purchase accounting inventory write-up, which are not deductible for tax purposes.

        The transaction was accounted for using the purchase method of accounting and, accordingly, the results of operations of the assets acquired and liabilities assumed have been included in the

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consolidated financial statements from the date of acquisition. The purchase price was allocated to assets acquired and liabilities assumed based on fair values. The allocation of the purchase price is based, in part, on preliminary information, which is subject to adjustment upon obtaining complete valuation information. While the final purchase price allocation may differ significantly from the preliminary allocation included in this report, management believes that finalization of the allocation of the purchase price will not have a material impact on the consolidated results of operations or financial position of the Company. Allocation of the purchase price is expected to be completed by the second quarter of 2003.

        The Company's unaudited consolidated results of operations on a pro forma basis, as if the merger had occurred on January 1, 2001, include net sales of $487.0 million for the nine months ended September 30, 2002 and $333.5 million for the nine months ended September 30, 2001 and net income of $40.6 million for the nine months ended September 30, 2002 and $21.7 million for the nine months ended September 30, 2001. This unaudited pro forma financial information does not purport to be indicative of the consolidated results of operations that would have been achieved had this transaction been completed as of the assumed date or which may be obtained in the future.

        The Company's funding sources for the merger were as follows: an additional $35.0 million add-on to Term Loan B of the Company's senior credit facility (see Note 9), the issuance of 1,690,000 shares of Class A voting common stock to UIC Holdings, L.L.C. for $8.5 million and the issuance of 1,690,000 shares of Class B non-voting common stock to UIC Holdings, L.L.C. for $8.5 million. The issuance of shares to UIC Holdings, L.L.C. was a condition precedent to the amendment of the senior credit facility.

Note 3—Inventories

        Inventories consist of the following (dollars in thousands):

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Note 4—Equipment and Leasehold Improvements

        Equipment and leasehold improvements consist of the following (dollars in thousands):

Note 5—Goodwill and Intangible Assets

        Goodwill and intangible assets consist of the following (dollars in thousands):

        On January 1, 2002, the Company adopted Statement of Financial Accounting Standards (SFAS) No. 141, "Business Combinations" and SFAS No. 142, "Goodwill and Other Intangible Assets." SFAS No. 141 requires business combinations initiated after June 30, 2001 to be accounted for using the purchase method of accounting and broadens the criteria for recording intangible assets separately from goodwill. SFAS No. 142, among other things, eliminates the amortization of goodwill and indefinite-lived intangible assets and requires them to be tested for impairment at least annually. During the first quarter of 2002, the Company performed an impairment analysis of its goodwill and intangible assets using the discounted cash flow method. The Company did not incur any impairment charges related to this analysis. Prospectively, the Company will test goodwill and intangible assets for impairment annually, or more frequently as warranted by events or changes in circumstances.

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        As prescribed by SFAS No. 142, prior period operating results were not restated. However, a reconciliation follows which reflects net income as reported by the Company and as adjusted to reflect the impact of SFAS No. 142, as if it had been adopted as of January 1, 2001 (dollars in thousands):

        On December 17, 2001, the Company acquired the Vigoro®, Sta-Green® and Bandini® brand names, as well as licensing rights to the Best® line of fertilizer products from Pursell Industries, Inc. (Pursell) for $37.5 million. The acquired brand names and licensing rights are being amortized over 40 years.

        As described in Note 2, on May 9, 2002, a wholly owned subsidiary of the Company completed a merger with and into Schultz. The purchase price included cash payments of $38.3 million, including related acquisition costs, of which the Company has preliminarily allocated 50% to intangible assets and 50% to goodwill. The acquired intangible assets are being amortized over 25 years.

        On January 1, 2002, the Company adopted SFAS No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets." SFAS No. 144 addresses financial accounting and reporting for the impairment of long-lived assets and for long lived assets to be disposed of and supersedes SFAS No. 121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of." SFAS No. 144 establishes a single accounting model for long-lived assets to be disposed of by sale and resolves implementation issues related to SFAS No. 121. Adoption of SFAS No. 144 did not have a material impact on the Company's consolidated financial statements.

Note 6—Other Assets

        Other assets consist of the following (dollars in thousands):

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Note 7—Accrued Expenses

        Accrued expenses consist of the following (dollars in thousands):

Note 8—Facilities and Organization Rationalization

        During the fourth quarter of 2001, the Company recorded accrued expenses of $5.6 million related to facilities and organization rationalization. In connection therewith, 85 employees were terminated and provided severance packages. All costs associated with the facilities and organization rationalization are expected to be incurred by December 31, 2002. The following table presents the balances of and amounts recorded against such accrued expenses for the nine months ended September 30, 2002 (dollars in thousands):