Spectrum Brands Holdings, Inc. 10-Q

Item 1. Financial Statements SPECTRUM BRANDS HOLDINGS, INC. Condensed Consolidated Statements of Financial Position As of April 3, 2022, and September 30, 2021 (unaudited) (in millions) April 3, 2022 September 30, 2021 Assets Cash and cash equivalents $ 193.7 $ 187.9 Trade receivables, net 349.5 248.4 Other receivables 125.3 63.7 Inventories 800.6 562.8 Prepaid expenses and other current assets 54.9 40.8 Current assets of business held for sale 1,919.8 1,810.0 Total current assets 3,443.8 2,913.6 Property, plant and equipment, net 256.4 260.2 Operating lease assets 74.3 56.5 Deferred charges and other 80.7 38.8 Goodwill 967.0 867.2 Intangible assets, net 1,263.7 1,204.1 Total assets $ 6,085.9 $ 5,340.4 Liabilities and Shareholders' Equity Current portion of long-term debt $ 12.1 $ 12.0 Accounts payable 522.2 388.6 Accrued wages and salaries 43.4 67.4 Accrued interest 15.7 29.9 Other current liabilities 235.0 211.9 Current liabilities of business held for sale 475.7 454.3 Total current liabilities 1,304.1 1,164.1 Long-term debt, net of current portion 3,236.3 2,494.3 Long-term operating lease liabilities 48.1 44.5 Deferred income taxes 74.7 59.5 Other long-term liabilities 94.1 99.0 Total liabilities 4,757.3 3,861.4 Commitments and contingencies (Note 17) Shareholders' equity Common stock 0.5 0.5 Additional paid-in capital 2,033.2 2,063.8 Accumulated earnings 348.7 359.9 Accumulated other comprehensive loss, net of tax ( 231.3 ) ( 235.3 ) Treasury stock ( 828.8 ) ( 717.0 ) Total shareholders' equity 1,322.3 1,471.9 Non-controlling interest 6.3 7.1 Total equity 1,328.6 1,479.0 Total liabilities and equity $ 6,085.9 $ 5,340.4 See accompanying notes to the condensed consolidated financial statements 2 Table of Contents SPECTRUM BRANDS HOLDINGS, INC. Condensed Consolidated Statements of Income For the three and six month periods ended April 3, 2022 and April 4, 2021 (unaudited) Three Month Periods Ended Six Month Periods Ended (in millions, except per share) April 3, 2022 April 4, 2021 April 3, 2022 April 4, 2021 Net Sales $ 807.8 $ 760.3 $ 1,565.0 $ 1,496.5 Cost of goods sold 551.0 498.0 1,088.6 981.3 Restructuring and related charges 1.2 1.3 1.5 1.4 Gross profit 255.6 261.0 474.9 513.8 Selling 144.1 121.9 280.1 236.6 General and administrative 76.0 74.8 143.6 152.5 Research and development 8.2 7.8 15.8 14.4 Restructuring and related charges 15.2 3.0 32.3 11.9 Transaction related charges 20.2 8.2 35.1 27.2 Total operating expenses 263.7 215.7 506.9 442.6 Operating (loss) income ( 8.1 ) 45.3 ( 32.0 ) 71.2 Interest expense 24.7 52.8 46.4 76.0 Other non-operating income, net ( 0.9 ) ( 2.2 ) ( 0.3 ) ( 11.1 ) (Loss) income from continuing operations before income taxes ( 31.9 ) ( 5.3 ) ( 78.1 ) 6.3 Income tax benefit ( 6.8 ) ( 0.7 ) ( 22.8 ) ( 4.8 ) Net (loss) income from continuing operations ( 25.1 ) ( 4.6 ) ( 55.3 ) 11.1 Income from discontinued operations, net of tax 41.1 40.3 79.9 97.5 Net income 16.0 35.7 24.6 108.6 Net (loss) income from continuing operations attributable to non-controlling interest — ( 0.9 ) — 0.1 Net income (loss) from discontinued operations attributable to non-controlling interest 0.1 — 0.5 ( 0.2 ) Net income attributable to controlling interest $ 15.9 $ 36.6 $ 24.1 $ 108.7 Amounts attributable to controlling interest Net (loss) income from continuing operations attributable to controlling interest $ ( 25.1 ) $ ( 3.7 ) $ ( 55.3 ) $ 11.0 Net income from discontinued operations attributable to controlling interest 41.0 40.3 79.4 97.7 Net income attributable to controlling interest $ 15.9 $ 36.6 $ 24.1 $ 108.7 Earnings Per Share Basic earnings per share from continuing operations $ ( 0.61 ) $ ( 0.09 ) $ ( 1.35 ) $ 0.26 Basic earnings per share from discontinued operations 1.00 0.95 1.94 2.28 Basic earnings per share $ 0.39 $ 0.86 $ 0.59 $ 2.54 Diluted earnings per share from continuing operations $ ( 0.61 ) $ ( 0.09 ) $ ( 1.35 ) $ 0.26 Diluted earnings per share from discontinued operations 1.00 0.95 1.94 2.27 Diluted earnings per share $ 0.39 $ 0.86 $ 0.59 $ 2.53 Dividend per share $ 0.42 $ 0.42 $ 0.84 $ 0.84 Weighted Average Shares Outstanding Basic 40.8 42.6 41.1 42.8 Diluted 40.8 42.6 41.1 43.0 See accompanying notes to the condensed consolidated financial statements 3 Table of Contents SPECTRUM BRANDS HOLDINGS, INC Condensed Consolidated Statements of Comprehensive Income For the three and six month periods ended April 3, 2022 and April 4, 2021 (unaudited) Three Month Periods Ended Six Month Periods Ended (in millions) April 3, 2022 April 4, 2021 April 3, 2022 April 4, 2021 Net income $ 16.0 $ 35.7 $ 24.6 $ 108.6 Other comprehensive (loss) income Foreign currency translation (loss) gain ( 1.6 ) 22.2 5.1 41.6 Deferred tax effect ( 3.1 ) ( 5.0 ) ( 7.6 ) 0.3 Net unrealized (loss) gain on foreign currency translation ( 4.7 ) 17.2 ( 2.5 ) 41.9 Unrealized gain (loss) on derivative instruments Unrealized gain (loss) on hedging activity before reclassification 6.4 5.8 7.6 ( 6.6 ) Net reclassification for (gain) loss to income from continuing operations ( 1.5 ) 3.1 ( 3.6 ) 5.8 Net reclassification for gain to income from discontinued operations ( 0.7 ) ( 0.1 ) ( 1.2 ) ( 0.1 ) Unrealized gain (loss) on hedging instruments after reclassification 4.2 8.8 2.8 ( 0.9 ) Deferred tax effect ( 1.0 ) ( 2.4 ) 3.5 0.1 Net unrealized gain (loss) on hedging derivative instruments 3.2 6.4 6.3 ( 0.8 ) Defined benefit pension gain Defined benefit pension gain (loss) before reclassification 1.0 0.9 1.7 ( 1.3 ) Net reclassification for loss to income from continuing operations 1.0 1.1 2.0 2.2 Defined benefit pension gain after reclassification 2.0 2.0 3.7 0.9 Deferred tax effect ( 0.6 ) ( 0.6 ) ( 3.5 ) ( 0.4 ) Net defined benefit pension gain 1.4 1.4 0.2 0.5 Net change to derive comprehensive income for the period ( 0.1 ) 25.0 4.0 41.6 Comprehensive income 15.9 60.7 28.6 150.2 Comprehensive loss from continuing operations attributable to non-controlling interest ( 0.1 ) ( 0.1 ) ( 0.1 ) — Comprehensive income from discontinuing operations attributable to non-controlling interest — — 0.1 0.3 Comprehensive income attributable to controlling interest $ 16.0 $ 60.8 $ 28.6 $ 149.9 See accompanying notes to the condensed consolidated financial statements 4 Table of Contents SPECTRUM BRANDS HOLDINGS, INC Condensed Consolidated Statements of Shareholders' Equity For the six month period ended April 3, 2022 (unaudited) Six Month Period Ended April 3, 2022 Common Stock Additional Paid-in Capital Accumulated Earnings Accumulated Other Comprehensive Loss Treasury Stock Total Shareholders' Equity Non- controlling Interest Total Equity (in millions) Shares Amount Balances at September 30, 2021 41.8 $ 0.5 $ 2,063.8 $ 359.9 $ ( 235.3 ) $ ( 717.0 ) $ 1,471.9 $ 7.1 $ 1,479.0 Net loss from continuing operations — — — ( 30.2 ) — — ( 30.2 ) — ( 30.2 ) Income from discontinued operations, net of tax — — — 38.4 — — 38.4 0.4 38.8 Other comprehensive income, net of tax — — — — 4.0 — 4.0 0.1 4.1 Treasury stock repurchases ( 1.1 ) — — — — ( 110.0 ) ( 110.0 ) — ( 110.0 ) Restricted stock issued and related tax withholdings 0.3 — ( 46.6 ) — — 22.2 ( 24.4 ) — ( 24.4 ) Share based compensation — — 8.3 — — — 8.3 — 8.3 Dividends declared — — — ( 17.7 ) — — ( 17.7 ) — ( 17.7 ) Balances as of January 2, 2022 41.0 0.5 2,025.5 350.4 ( 231.3 ) ( 804.8 ) 1,340.3 7.6 1,347.9 Net loss from continuing operations — — — ( 25.1 ) — — ( 25.1 ) — ( 25.1 ) Income from discontinued operations, net of tax — — — 41.0 — — 41.0 0.1 41.1 Other comprehensive loss, net of tax — — — — — — — ( 0.1 ) ( 0.1 ) Treasury stock repurchases ( 0.2 ) — — — — ( 24.0 ) ( 24.0 ) — ( 24.0 ) Restricted stock issued and related tax withholdings — — ( 0.1 ) — — — ( 0.1 ) — ( 0.1 ) Share based compensation — — 7.8 — — — 7.8 — 7.8 Dividends declared — — — ( 17.6 ) — — ( 17.6 ) — ( 17.6 ) Distribution of equity by subsidiary to NCI — — — — — — — ( 1.3 ) ( 1.3 ) Balances at April 3, 2022 40.8 $ 0.5 $ 2,033.2 $ 348.7 $ ( 231.3 ) $ ( 828.8 ) $ 1,322.3 $ 6.3 $ 1,328.6 See accompanying notes to the condensed consolidated financial statements 5 Table of Contents SPECTRUM BRANDS HOLDINGS, INC Condensed Consolidated Statements of Shareholders' Equity For the six month period ended April 4, 2021 (unaudited) Six Month Period Ended April 4, 2021 Common Stock Additional Paid-in Capital Accumulated Earnings Accumulated Other Comprehensive Loss Treasury Stock Total Shareholders' Equity Non- controlling Interest Total Equity (in millions) Shares Amount Balances at September 30, 2020 43.1 $ 0.5 $ 2,054.3 $ 243.9 $ ( 284.7 ) $ ( 606.5 ) $ 1,407.5 $ 8.3 $ 1,415.8 Net income from continuing operations — — — 14.7 — — 14.7 1.0 15.7 Income (loss) from discontinued operations, net of tax — — — 57.4 — — 57.4 ( 0.2 ) 57.2 Other comprehensive income, net of tax — — — — 16.2 — 16.2 0.4 16.6 Treasury stock repurchases ( 0.6 ) — — — — ( 42.3 ) ( 42.3 ) — ( 42.3 ) Restricted stock issued and related tax withholdings 0.2 — ( 18.6 ) — — 11.7 ( 6.9 ) — ( 6.9 ) Share based compensation — — 7.5 — — — 7.5 — 7.5 Dividends declared — — — ( 18.4 ) — — ( 18.4 ) — ( 18.4 ) Dividends paid by subsidiary to NCI — — — — — — — ( 1.0 ) ( 1.0 ) Balances as of January 3, 2021 42.7 0.5 2,043.2 297.6 ( 268.5 ) ( 637.1 ) 1,435.7 8.5 1,444.2 Net loss from continuing operations — — — ( 3.7 ) — — ( 3.7 ) ( 0.9 ) ( 4.6 ) Income from discontinued operations, net of tax — — — 40.3 — — 40.3 — 40.3 Other comprehensive income (loss), net of tax — — — — 25.1 — 25.1 ( 0.1 ) 25.0 Restricted stock issued and related tax withholdings — — ( 0.1 ) — — 0.1 — — — Share based compensation — — 8.5 — — — 8.5 — 8.5 Dividends declared — — — ( 18.5 ) — — ( 18.5 ) — ( 18.5 ) Dividends paid by subsidiary to NCI — — — — — — — ( 0.3 ) ( 0.3 ) Balances at April 4, 2021 42.7 $ 0.5 $ 2,051.6 $ 315.7 $ ( 243.4 ) $ ( 637.0 ) $ 1,487.4 $ 7.2 $ 1,494.6 See accompanying notes to the condensed consolidated financial statements 6 Table of Contents SPECTRUM BRANDS HOLDINGS, INC. Condensed Consolidated Statements of Cash Flows For the six month periods ended April 3, 2022 and April 4, 2021 (unaudited) Six Month Periods Ended (in millions) April 3, 2022 April 4, 2021 Cash flows from operating activities Net income $ 24.6 $ 108.6 Income from discontinued operations, net of tax 79.9 97.5 Net (loss) income from continuing operations ( 55.3 ) 11.1 Adjustments to reconcile net (loss) income to net cash from operating activities: Depreciation and amortization 51.1 57.2 Share based compensation 12.2 13.7 Gain on equity investment — ( 6.9 ) Amortization of debt issuance costs and debt discount 3.1 2.9 Write-off of unamortized discount and debt issuance costs — 7.9 Non-cash purchase accounting adjustments 3.5 3.4 Deferred tax benefit ( 43.7 ) ( 27.1 ) Net changes in operating assets and liabilities ( 183.1 ) ( 169.3 ) Net cash used by operating activities from continuing operations ( 212.2 ) ( 107.1 ) Net cash provided by operating activities from discontinued operations 5.3 27.3 Net cash used by operating activities ( 206.9 ) ( 79.8 ) Cash flows from investing activities Purchases of property, plant and equipment ( 24.3 ) ( 16.6 ) Proceeds from disposal of property, plant and equipment 0.1 — Business acquisitions, net of cash acquired ( 314.3 ) ( 129.8 ) Proceeds from sale of equity investment — 73.1 Other investing activity ( 0.1 ) ( 0.3 ) Net cash used by investing activities from continuing operations ( 338.6 ) ( 73.6 ) Net cash used by investing activities from discontinued operations ( 12.4 ) ( 11.5 ) Net cash used by investing activities ( 351.0 ) ( 85.1 ) Cash flows from financing activities Payment of debt ( 6.5 ) ( 879.6 ) Proceeds from issuance of debt 775.0 899.0 Payment of debt issuance costs ( 6.7 ) ( 12.6 ) Treasury stock purchases ( 134.0 ) ( 42.3 ) Dividends paid to shareholders ( 34.4 ) ( 35.7 ) Share based award tax withholding payments, net of proceeds upon vesting ( 24.5 ) ( 7.2 ) Other financing activity — 0.3 Net cash provided (used) by financing activities from continuing operations 568.9 ( 78.1 ) Net cash used by financing activities from discontinued operations ( 2.2 ) ( 2.0 ) Net cash provided (used) by financing activities 566.7 ( 80.1 ) Effect of exchange rate changes on cash and cash equivalents ( 3.0 ) 3.4 Net change in cash, cash equivalents and restricted cash in continuing operations 5.8 ( 241.6 ) Cash, cash equivalents, and restricted cash, beginning of period 190.0 533.8 Cash, cash equivalents, and restricted cash, end of period $ 195.8 $ 292.2 Supplemental disclosure of cash flow information Cash paid for interest associated with continued operations $ 50.9 $ 58.4 Cash paid for interest associated with discontinued operations $ 30.2 $ 36.7 Cash paid for taxes associated with continued operations $ 19.0 $ 11.5 Cash paid for taxes associated with discontinued operations $ 10.1 $ 8.6 Non cash investing activities Acquisition of property, plant and equipment through finance leases $ 0.5 $ 0.6 Non cash financing activities Issuance of shares through stock compensation plan $ 33.4 $ 16.6 See accompanying notes to the condensed consolidated financial statements 7 Table of Contents SB/RH HOLDINGS, LLC Condensed Consolidated Statements of Financial Position As of April 3, 2022 and September 30, 2021 (unaudited) (in millions) April 3, 2022 September 30, 2021 Assets Cash and cash equivalents $ 192.1 $ 186.2 Trade receivables, net 349.5 248.4 Other receivables 212.1 146.4 Inventories 800.6 562.8 Prepaid expenses and other current assets 54.9 40.8 Current assets of business held for sale 1,919.8 1,810.0 Total current assets 3,529.0 2,994.6 Property, plant and equipment, net 256.4 260.2 Operating lease assets 74.3 56.5 Deferred charges and other 49.5 35.1 Goodwill 967.0 867.2 Intangible assets, net 1,263.7 1,204.1 Total assets $ 6,139.9 $ 5,417.7 Liabilities and Shareholders' Equity Current portion of long-term debt $ 12.1 $ 12.0 Accounts payable 522.4 388.8 Accrued wages and salaries 43.4 67.4 Accrued interest 15.7 29.9 Other current liabilities 230.2 214.4 Current liabilities of business held for sale 475.7 454.3 Total current liabilities 1,299.5 1,166.8 Long-term debt, net of current portion 3,236.3 2,494.3 Long-term operating lease liabilities 48.1 44.5 Deferred income taxes 262.1 272.4 Other long-term liabilities 101.7 106.3 Total liabilities 4,947.7 4,084.3 Commitments and contingencies (Note 17) Shareholders' equity Other capital 2,166.1 2,174.8 Accumulated deficit ( 750.6 ) ( 614.9 ) Accumulated other comprehensive loss, net of tax ( 231.2 ) ( 235.2 ) Total shareholders' equity 1,184.3 1,324.7 Non-controlling interest 7.9 8.7 Total equity 1,192.2 1,333.4 Total liabilities and equity $ 6,139.9 $ 5,417.7 See accompanying notes to the condensed consolidated financial statements 8 Table of Contents SB/RH HOLDINGS, LLC Condensed Consolidated Statements of Income For the three and six month periods ended April 3, 2022 and April 4, 2021 (unaudited) Three Month Periods Ended Six Month Periods Ended (in millions) April 3, 2022 April 4, 2021 April 3, 2022 April 4, 2021 Net Sales $ 807.8 $ 760.3 $ 1,565.0 $ 1,496.5 Cost of goods sold 551.0 498.0 1,088.6 981.3 Restructuring and related charges 1.2 1.3 1.5 1.4 Gross profit 255.6 261.0 474.9 513.8 Selling 144.1 121.9 280.1 236.6 General and administrative 75.2 74.1 142.4 151.1 Research and development 8.2 7.8 15.8 14.4 Restructuring and related charges 15.2 3.0 32.3 11.9 Transaction related charges 20.2 8.2 35.1 27.2 Total operating expenses 262.9 215.0 505.7 441.2 Operating (loss) income ( 7.3 ) 46.0 ( 30.8 ) 72.6 Interest expense 24.8 52.9 46.7 76.1 Other non-operating income, net ( 0.9 ) ( 2.2 ) ( 0.4 ) ( 11.1 ) (Loss) income from continuing operations before income taxes ( 31.2 ) ( 4.7 ) ( 77.1 ) 7.6 Income tax benefit ( 6.6 ) ( 0.5 ) ( 22.4 ) ( 4.4 ) Net (loss) income from continuing operations ( 24.6 ) ( 4.2 ) ( 54.7 ) 12.0 Income from discontinued operations, net of tax 41.1 40.4 79.9 97.6 Net income 16.5 36.2 25.2 109.6 Net (loss) income from continuing operations attributable to non-controlling interest — ( 0.9 ) — 0.1 Net income (loss) from discontinued operations attributable to non-controlling interest 0.1 — 0.5 ( 0.2 ) Net income attributable to controlling interest $ 16.4 $ 37.1 $ 24.7 $ 109.7 Amounts attributable to controlling interest Net (loss) income from continuing operations attributable to controlling interest $ ( 24.6 ) $ ( 3.3 ) $ ( 54.7 ) $ 11.9 Net income from discontinued operations attributable to controlling interest 41.0 40.4 79.4 97.8 Net income attributable to controlling interest $ 16.4 $ 37.1 $ 24.7 $ 109.7 See accompanying notes to the condensed consolidated financial statements 9 Table of Contents SB/RH HOLDINGS, LLC Condensed Consolidated Statements of Comprehensive Income For the three and six month periods ended April 3, 2022 and April 4, 2021 (unaudited) Three Month Periods Ended Six Month Periods Ended (in millions) April 3, 2022 April 4, 2021 April 3, 2022 April 4, 2021 Net income $ 16.5 $ 36.2 $ 25.2 $ 109.6 Other comprehensive (loss) income Foreign currency translation (loss) gain ( 1.6 ) 22.2 5.1 41.6 Deferred tax effect ( 3.1 ) ( 5.0 ) ( 7.6 ) 0.3 Net unrealized (loss) gain on foreign currency translation ( 4.7 ) 17.2 ( 2.5 ) 41.9 Unrealized gain (loss) on derivative instruments Unrealized gain (loss) on hedging activity before reclassification 6.4 5.8 7.6 ( 6.6 ) Net reclassification for (gain) loss to income from continuing operations ( 1.5 ) 3.1 ( 3.6 ) 5.8 Net reclassification for gain to income from discontinued operations ( 0.7 ) ( 0.1 ) ( 1.2 ) ( 0.1 ) Unrealized gain (loss) on hedging instruments after reclassification 4.2 8.8 2.8 ( 0.9 ) Deferred tax effect ( 1.0 ) ( 2.4 ) 3.5 0.1 Net unrealized gain (loss) on hedging derivative instruments 3.2 6.4 6.3 ( 0.8 ) Defined benefit pension gain Defined benefit pension gain (loss) before reclassification 1.0 0.9 1.7 ( 1.3 ) Net reclassification for loss to income from continuing operations 1.0 1.1 2.0 2.2 Defined benefit pension gain after reclassification 2.0 2.0 3.7 0.9 Deferred tax effect ( 0.6 ) ( 0.6 ) ( 3.5 ) ( 0.4 ) Net defined benefit pension gain 1.4 1.4 0.2 0.5 Net change to derive comprehensive income for the period ( 0.1 ) 25.0 4.0 41.6 Comprehensive income 16.4 61.2 29.2 151.2 Comprehensive loss from continuing operations attributable to non-controlling interest ( 0.1 ) ( 0.1 ) ( 0.1 ) — Comprehensive income from discontinuing operations attributable to non-controlling interest — — 0.1 0.3 Comprehensive income attributable to controlling interest $ 16.5 $ 61.3 $ 29.2 $ 150.9 See accompanying notes to the condensed consolidated financial statements 10 Table of Contents SB/RH HOLDINGS, LLC Condensed Consolidated Statements of Shareholders' Equity For the six month period ended April 3, 2022 (unaudited) Six Month Period Ended April 3, 2022 (in millions) Other Capital Accumulated Deficit Accumulated Other Comprehensive Loss Total Shareholders' Equity Non- controlling Interest Total Equity Balances at September 30, 2021 $ 2,174.8 $ ( 614.9 ) $ ( 235.2 ) $ 1,324.7 $ 8.7 $ 1,333.4 Net loss from continuing operations — ( 30.1 ) — ( 30.1 ) — ( 30.1 ) Income from discontinued operations, net of tax — 38.4 — 38.4 0.4 38.8 Other comprehensive income, net of tax — — 4.0 4.0 0.1 4.1 Restricted stock issued and related tax withholdings ( 24.3 ) — — ( 24.3 ) — ( 24.3 ) Share based compensation 8.2 — — 8.2 — 8.2 Dividends paid to parent — ( 119.2 ) — ( 119.2 ) — ( 119.2 ) Balances as of January 2, 2022 2,158.7 ( 725.8 ) ( 231.2 ) 1,201.7 9.2 1,210.9 Net loss from continuing operations — ( 24.6 ) — ( 24.6 ) — ( 24.6 ) Income from discontinued operations, net of tax — 41.0 — 41.0 0.1 41.1 Other comprehensive loss, net of tax — — — — ( 0.1 ) ( 0.1 ) Share based compensation 7.4 — — 7.4 — 7.4 Dividends paid to parent — ( 41.2 ) — ( 41.2 ) — ( 41.2 ) Distribution of equity by subsidiary to NCI — — — — ( 1.3 ) ( 1.3 ) Balances at April 3, 2022 $ 2,166.1 $ ( 750.6 ) $ ( 231.2 ) $ 1,184.3 $ 7.9 $ 1,192.2 See accompanying notes to the condensed consolidated financial statements SB/RH HOLDINGS, LLC Condensed Consolidated Statements of Shareholders' Equity For the six month period ended April 4, 2021 (unaudited) Six Month Period Ended April 4, 2021 (in millions) Other Capital Accumulated Deficit Accumulated Other Comprehensive Loss Total Shareholders' Equity Non- controlling Interest Total Equity Balances at September 30, 2020 $ 2,154.1 $ ( 614.2 ) $ ( 284.6 ) $ 1,255.3 $ 9.9 $ 1,265.2 Net income from continuing operations — 15.1 — 15.1 1.0 16.1 Income (loss) from discontinued operations, net of tax — 57.4 — 57.4 ( 0.2 ) 57.2 Other comprehensive income, net of tax — — 16.2 16.2 0.4 16.6 Restricted stock issued and related tax withholdings ( 7.1 ) — — ( 7.1 ) — ( 7.1 ) Share based compensation 7.5 — — 7.5 — 7.5 Dividends paid to parent — ( 60.1 ) — ( 60.1 ) — ( 60.1 ) Dividends paid by subsidiary to NCI — — — — ( 1.0 ) ( 1.0 ) Balances as of January 3, 2021 2,154.5 ( 601.8 ) ( 268.4 ) 1,284.3 10.1 1,294.4 Net loss from continuing operations — ( 3.3 ) — ( 3.3 ) ( 0.9 ) ( 4.2 ) Income from discontinued operations, net of tax — 40.4 — 40.4 — 40.4 Other comprehensive income (loss), net of tax — — 25.1 25.1 ( 0.1 ) 25.0 Share based compensation 8.0 — — 8.0 — 8.0 Dividends paid to parent — ( 16.1 ) — ( 16.1 ) — ( 16.1 ) Dividends paid by subsidiary to NCI — — — — ( 0.3 ) ( 0.3 ) Balances at April 4, 2021 $ 2,162.5 $ ( 580.8 ) $ ( 243.3 ) $ 1,338.4 $ 8.8 $ 1,347.2 See accompanying notes to the condensed consolidated financial statements 11 Table of Contents SB/RH HOLDINGS, LLC Condensed Consolidated Statements of Cash Flows For the six month periods ended April 3, 2022 and April 4, 2021 (unaudited) Six Month Periods Ended (in millions) April 3, 2022 April 4, 2021 Cash flows from operating activities Net income $ 25.2 $ 109.6 Income from discontinued operations, net of tax 79.9 97.6 Net (loss) income from continuing operations ( 54.7 ) 12.0 Adjustments to reconcile net (loss) income to net cash from operating activities: Depreciation and amortization 51.1 57.2 Share based compensation 11.8 13.1 Gain on equity investment — ( 6.9 ) Amortization of debt issuance costs and debt discount 3.1 2.9 Write-off of unamortized discount and debt issuance costs — 7.9 Non-cash purchase accounting adjustments 3.5 3.4 Deferred tax benefit ( 43.3 ) ( 26.8 ) Net changes in operating assets and liabilities ( 216.1 ) ( 176.4 ) Net cash used by operating activities from continuing operations ( 244.6 ) ( 113.6 ) Net cash provided by operating activities from discontinued operations 5.3 27.4 Net cash used by operating activities ( 239.3 ) ( 86.2 ) Cash flows from investing activities Purchases of property, plant and equipment ( 24.3 ) ( 16.6 ) Proceeds from disposal of property, plant and equipment 0.1 — Business acquisitions, net of cash acquired ( 314.3 ) ( 129.8 ) Proceeds from sale of equity investment — 73.1 Other investing activities ( 0.1 ) ( 0.3 ) Net cash used by investing activities from continuing operations ( 338.6 ) ( 73.6 ) Net cash used by investing activities from discontinued operations ( 12.4 ) ( 11.5 ) Net cash used by investing activities ( 351.0 ) ( 85.1 ) Cash flows from financing activities Payment of debt ( 6.5 ) ( 879.6 ) Proceeds from issuance of debt 775.0 899.0 Payment of debt issuance costs ( 6.7 ) ( 12.6 ) Payment of cash dividends to parent ( 160.4 ) ( 76.2 ) Net cash provided (used) by financing activities from continuing operations 601.4 ( 69.4 ) Net cash used by financing activities from discontinued operations ( 2.2 ) ( 2.0 ) Net cash provided (used) by financing activities 599.2 ( 71.4 ) Effect of exchange rate changes on cash and cash equivalents ( 3.0 ) 3.4 Net change in cash, cash equivalents and restricted cash 5.9 ( 239.3 ) Cash, cash equivalents, and restricted cash, beginning of period 188.3 529.8 Cash, cash equivalents, and restricted cash, end of period $ 194.2 $ 290.5 Supplemental disclosure of cash flow information Cash paid for interest associated with continued operations $ 50.9 $ 58.4 Cash paid for interest associated with discontinued operations $ 30.2 $ 36.7 Cash paid for taxes associated with continued operations $ 19.0 $ 11.5 Cash paid for taxes associated with discontinued operations $ 10.1 $ 8.6 Non cash investing activities Acquisition of property, plant and equipment through finance leases $ 0.5 $ 0.6 See accompanying notes to the condensed consolidated financial statements 12 Table of Contents SPECTRUM BRANDS HOLDINGS, INC. SB/RH HOLDINGS, LLC NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (in millions, unaudited) This report is a combined report of Spectrum Brands Holdings, Inc. (“SBH”) and SB/RH Holdings, LLC (“SB/RH”) (collectively, the “Company”). The notes to the condensed consolidated financial statements that follow include both consolidated SBH and SB/RH Notes, unless otherwise indicated below. NOTE 1– BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES Principles of Consolidation and Fiscal Period-End The accompanying unaudited condensed consolidated financial statements have been prepared by the Company and its majority owned subsidiaries in accordance with accounting principles for interim financial information generally accepted in the United States and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all the information and notes necessary for a comprehensive presentation of financial position and results of operations. It is management’s opinion, however, that all material adjustments have been made which are necessary for a fair financial statement presentation. For further information, refer to the consolidated financial statements and notes included in the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2021. SBH’s and SB/RH’s fiscal year ends September 30 and the Company reports its results using fiscal quarters whereby each three month quarterly reporting period is approximately thirteen weeks in length and ends on a Sunday. The exceptions are the first quarter, which begins on October 1, and the fourth quarter, which ends on September 30. As a result, the fiscal period end date for the three and six month periods included within this Quarterly Report for the Company are April 3, 2022 and April 4, 2021. Newly Adopted Accounting Standards In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes . The new standard simplifies the accounting for income taxes by removing certain exceptions for recognizing deferred taxes for investments, performing intra-period allocation and calculating income taxes in interim periods. The new standard also adds guidance to reduce complexity in certain areas, including recognizing deferred taxes for tax goodwill and allocating taxes to members of a consolidated group. The ASU is effective for fiscal years beginning after December 15, 2020, including interim periods within those fiscal years and was adopted by the Company on October 1, 2021. The adoption did not have a material impact on the Company's condensed consolidated financial statements. Recently Issued Accounting Standards In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting. This ASU provides optional expedients and exceptions for applying generally accepted accounting principles to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met. In response to the concerns about structural risks of interbank offered rates (“IBORs”) and, particularly, the risk of cessation of the London Interbank Offered Rate (“LIBOR”), regulators in several jurisdictions around the world have undertaken reference rate reform initiatives to identify alternative reference rates that are more observable or transaction based and less susceptible to manipulation. The ASU provides companies with optional guidance to ease the potential accounting burden associated with transitioning away from reference rates that are expected to be discontinued. In January 2021, the FASB issued ASU 2021-01, which adds implementation guidance to clarify certain optional expedients in Topic 848. The ASU can be adopted no later than December 31, 2022 with early adoption permitted. The Company is evaluating the effect of adopting this new accounting guidance. Transaction related charges Transaction related charges consist of costs from (1) a qualifying strategic transaction or business development opportunity, including an acquisition or divestiture, whether or not consummated, associated with the purchase or sale of net assets or equity interest of a business such as a business combination, equity investment, joint venture or purchase or sale of non-controlling interest; (2) subsequent integration related project costs directly associated with an acquisition including realized costs for the integration of acquired operations into the Company’s shared service platforms, termination of redundant or duplicative positions and locations, operations and/or products, employee transition costs, professional fees, and other post business combination expenses; and (3) divestiture support and separation costs consisting of incremental costs incurred to facilitate separation of a divested business or operation, including the development of shared service operations impacted by a separation, including impacts to shared platforms and personnel impacted by the transaction. Qualifying cost types not specified above include, but are not limited to, banking, advisory, legal, accounting, valuation, or other professional fees; and including impairment loss on existing assets considered duplicative or redundant and directly attributable to the respective transactions. See Note 2 – Divestitures and Note 3 – Acquisitions for further discussion. The following table summarizes transaction related charges incurred by the Company during the three and six month periods ended April 3, 2022 and April 4, 2021: Three Month Periods Ended Six Month Periods Ended (in millions) April 3, 2022 April 4, 2021 April 3, 2022 April 4, 2021 Tristar acquisition and integration $ 12.7 $ — $ 14.4 $ — HHI divestiture and separation 1.2 — 5.5 — Rejuvenate acquisition and integration 2.0 — 6.3 — Armitage acquisition and integration 0.5 2.0 1.2 6.8 Other 3.8 6.2 7.7 20.4 Total transaction related charges $ 20.2 $ 8.2 $ 35.1 $ 27.2 13 Table of Contents SPECTRUM BRANDS HOLDINGS, INC. SB/RH HOLDINGS, LLC NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (in millions, unaudited) NOTE 2 – DIVESTITURES The following table summarizes the components of Income from Discontinued Operations, Net of Tax in the accompanying Condensed Consolidated Statements of Income for the three and six month periods ended April 3, 2022 and April 4, 2021: Three Month Periods Ended Six Month Periods Ended (in millions) April 3, 2022 April 4, 2021 April 3, 2022 April 4, 2021 Income from discontinued operations before income taxes – HHI $ 71.0 $ 69.6 $ 130.9 $ 163.7 Loss from discontinued operations before income taxes – Other ( 3.1 ) ( 1.0 ) ( 3.4 ) ( 1.3 ) Interest on corporate debt allocated to discontinued operations 11.0 11.8 21.4 24.5 Income from discontinued operations before income taxes 56.9 56.8 106.1 137.9 Income tax expense from discontinued operations 15.8 16.5 26.2 40.4 Income from discontinued operations, net of tax 41.1 40.3 79.9 97.5 Income (loss) from discontinued operations, net of tax attributable to noncontrolling interest 0.1 — 0.5 ( 0.2 ) Income from discontinued operations, net of tax attributable to controlling interest $ 41.0 $ 40.3 $ 79.4 $ 97.7 Interest from corporate debt allocated to discontinued operations includes interest expense from Term Loans required to be paid down using proceeds received on disposal on sale of a business, and interest expense from corporate debt not directly attributable to or related to other operations based on the ratio of net assets of the disposal group held for sale to the consolidated net assets of the Company plus consolidated debt, excluding debt assumed in transaction, required to be repaid, or directly attributable to other operations of the Company. Corporate debt, including Term Loans required to be paid down, are not classified as held for sale as they are not directly attributable to the identified disposal group. HHI On September 8, 2021, the Company entered into a definitive Asset and Stock Purchase Agreement (the "ASPA") with ASSA ABLOY AB ("ASSA") to sell its HHI segment for cash proceeds of $ 4.3 billion, subject to customary purchase price adjustments. The Company's assets and liabilities associated with the HHI disposal group have been classified as held for sale and the respective operations have been classified as discontinued operations and reported separately for all periods presented. The ASPA provides that ASSA will purchase the equity of certain subsidiaries of the Company, and acquire certain assets and assume certain liabilities of other subsidiaries used or held for the purpose of the HHI business. The Company and ASSA have made customary representations and warranties and have agreed to customary covenants relating to the acquisition. Among other things, prior to the consummation of the acquisition, the Company will be subject to certain business conduct restrictions with respect to its operation of the HHI business. The Company and ASSA have agreed to indemnify each other for losses arising from certain breaches of the ASPA and for certain other matters. In particular, the Company has agreed to indemnify ASSA for certain liabilities relating to the assets retained by the Company, and ASSA has agreed to indemnify the Company for certain liabilities assumed by ASSA, in each case as described in the ASPA. The Company and ASSA have agreed to enter into related agreements ancillary to the acquisition that will become effective upon the consummation of the acquisition, including a customary transition services agreements and reverse transition services agreements. The consummation of the acquisition is subject to certain customary closing conditions, including, among other things, (i) the absence of a material adverse effect on HHI, (ii) the expiration or termination of required waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, (iii) the receipt of certain other antitrust approvals in certain specified foreign jurisdictions (the conditions contained in (ii) and (iii) together, the “Antitrust Conditions”), (iv) the accuracy of the representations and warranties of the parties generally subject to a customary material adverse effect standard (as described in the ASPA) or other customary materiality qualifications), (v) the absence of governmental restrictions on the consummation of the acquisition in certain jurisdictions, and (vi) material compliance by the parties with their respective covenants and agreements under the ASPA. The consummation of the transaction is not subject to any financing condition. The Company is engaged with antitrust regulators in the ongoing regulatory review of the transaction. Although the timing and outcome of the regulatory process cannot be predicted, the Company currently expects the merger review process to last for several months. As such, though there can be no assurance when the transaction will close, if at all, the Company does expect the transaction to close before September 2022. The ASPA also contains certain termination rights, including the right of either party to terminate the ASPA if the consummation of the acquisition has not occurred on or before December 8, 2022 (the “Termination Date”). Further, if the acquisition has not been consummated by the Termination Date and all conditions precedent to ASSA's obligation to consummate the acquisition have otherwise been satisfied except for one or more of the Antitrust Conditions, then ASSA would be required to pay the Company a termination fee of $ 350 million. 14 Table of Contents SPECTRUM BRANDS HOLDINGS, INC. SB/RH HOLDINGS, LLC NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (in millions, unaudited) NOTE 2 – DIVESTITURES (continued) The following table summarizes the assets and liabilities of the HHI disposal group classified as held for sale as of April 3, 2022 and September 30, 2021: (in millions) April 3, 2022 September 30, 2021 Assets Trade receivables, net $ 152.0 $ 130.2 Other receivables 7.8 12.1 Inventories 401.1 332.2 Prepaid expenses and other current assets 41.2 39.1 Property, plant and equipment, net 157.3 143.5 Operating lease assets 65.8 55.5 Deferred charges and other 8.4 11.7 Goodwill 711.3 710.9 Intangible assets, net 374.9 374.8 Total assets of business held for sale $ 1,919.8 $ 1,810.0 Liabilities Current portion of long-term debt $ 1.3 $ 1.5 Accounts payable 242.6 206.6 Accrued wages and salaries 28.0 41.7 Other current liabilities 74.3 75.9 Long-term debt, net of current portion 54.0 54.4 Long-term operating lease liabilities 52.7 48.6 Deferred income taxes 8.2 7.8 Other long-term liabilities 14.6 17.8 Total liabilities of business held for sale $ 475.7 $ 454.3 The following table summarizes the components of income from discontinued operations before income taxes associated with the HHI divestiture in the accompanying Condensed Consolidated Statements of Operations for the three and six month periods ended April 3, 2022 and April 4, 2021: Three Month Periods Ended Six Month Periods Ended (in millions) April 3, 2022 April 4, 2021 April 3, 2022 April 4, 2021 Net sales $ 420.8 $ 389.5 $ 795.4 $ 798.2 Cost of goods sold 275.4 248.1 520.4 488.8 Gross profit 145.4 141.4 275.0 309.4 Operating expenses 72.3 69.9 139.5 140.3 Operating income 73.1 71.5 135.5 169.1 Interest expense 0.8 0.9 1.7 1.7 Other non-operating expense, net 1.3 1.0 2.9 3.7 Income from discontinued operations before income taxes $ 71.0 $ 69.6 $ 130.9 $ 163.7 Beginning in September 2021, the Company ceased the recognition of depreciation and amortization of long-lived assets associated with the HHI disposal group classified as held for sale. Interest expense consists of interest from debt directly attributable to HHI operations that primarily consist of interest from finance leases. No impairment loss was recognized on the assets held for sale as the purchase price of the business less estimated cost to sell is more than its carrying value. The following table presents significant non-cash items and capital expenditures of discontinued operations from the HHI divestiture for the three and six month periods ended April 3, 2022 and April 4, 2021: Three Month Periods Ended Six Month Periods Ended (in millions) April 3, 2022 April 4, 2021 April 3, 2022 April 4, 2021 Depreciation and amortization $ — $ 8.5 $ — $ 17.1 Share based compensation $ 1.2 $ 1.2 $ 4.1 $ 2.4 Purchases of property, plant and equipment $ 7.5 $ 7.3 $ 12.4 $ 11.5 15 Table of Contents SPECTRUM BRANDS HOLDINGS, INC. SB/RH HOLDINGS, LLC NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (in millions, unaudited) NOTE 2 – DIVESTITURES (continued) Other Income from discontinued operations before income taxes – Other includes incremental pre-tax loss on sale for changes to tax and legal indemnifications and other agreed-upon funding under the acquisition agreement for sale and divestiture of its Global Batteries & Lighting ("GBL") and Global Auto Care ("GAC") divisions to Energizer Holdings, Inc. ("Energizer") during the year ended September 30, 2019. The Company and Energizer agreed to indemnify each other for losses arising from certain breaches of the acquisition agreement and for certain other matters. The Company has agreed to indemnify for certain liabilities relating to the assets retained, and Energizer agreed to indemnify the Company for certain liabilities assumed, in each case as described in the acquisition agreements. As of April 3, 2022 and September 30, 2021, the Company recognized $ 26.5 million and $ 36.5 million, respectively, related to indemnification payables in accordance with the acquisition agreements, including $ 9.8 million and $ 17.3 million, respectively, within Other Current Liabilities, primarily attributable to current income tax indemnifications, and $ 16.7 million and $ 19.2 million, respectively, within Other Long-Term Liabilities on the Company’s Condensed Consolidated Statements of Financial Position, primarily attributable to income tax indemnifications associated with previously recognized uncertain tax benefits. Subsequently, effective January 2, 2020, Energizer closed its divestitures of the European based Varta® consumer battery business in the EMEA region to Varta AG and transferred all respective rights and indemnifications attributable to the Varta® consumer battery business provided by the GBL sale to Varta AG. The Company entered into a series of transaction service agreements ("TSA") and reverse TSAs with Energizer to support various shared back office administrative functions including finance, sales and marketing, information technology, human resources, real estate and supply chain, customer service and procurement. TSAs associated with the Varta® consumer battery business were transferred to Varta AG as part of the subsequent divestiture by Energizer. Charges associated with TSAs are recognized as bundled service costs under a fixed fee structure by the respective service or function and geographic location, including one-time pass-through charges for warehousing, freight, amongst others, with variable expiration dates up 24 months. Charges associated with TSAs and reverse TSAs are recognized as a reduction to or increase in the respective operating costs as a component of operating expense or cost of goods sold depending upon the functions supported by or provided to the Company. Additionally, due to the commingled nature of the shared administrative functions, cash would be received and/or paid on behalf of the respective counterparty's operations, resulting in cash flow being commingled with operating cash flow of the Company which would settle on a net basis with TSA charges. During the three month period ended April 4, 2021, the Company recognized net gain of $ 0.1 million, consisting of TSA charges of $ 0.1 million. During the six month period ended April 4, 2021, the Company recognized net loss of $ 1.7 million, consisting of TSA charges of $ 0.9 million and reverse TSA costs of $ 2.6 million. The Company exited all outstanding TSAs and reverse TSAs in January 2021. NOTE 3 – ACQUISITIONS Tristar Business Acquisition On February 18, 2022, the Company acquired all of the membership interests in HPC Brands, LLC, which consist of the home appliances and cookware business of Tristar Products, Inc. (the "Tristar Business") for a purchase price of $ 325.0 million, net of customary purchase price adjustments and transaction costs, plus a potential earn-out payment of up to $ 100.0 million if certain gross profit targets are achieved in calendar year 2022, and another earn-out payment of $ 25.0 million if certain other gross profit targets are achieved in calendar year 2023. The acquisition of the Tristar Business was funded by a combination of cash on hand and incremental borrowings incurred as a new tranche under the Company's existing credit agreement. See Note 10 - Debt for further detail on the amendment to the credit agreement. The Tristar Business includes a portfolio of home appliances and cookware products sold under the PowerXL®, Emeril Legasse®, and Copper Chef® brands. The PowerXL® and Copper Chef® brands were acquired outright by the Company while the Emeril Legasse® brand remains subject to a trademark license agreement with the license holder (the "Emeril License"). Pursuant to the Emeril License, the Company will continue to license the Emeril Lagasse® brands in the US, Canada, Mexico, and the United Kingdom for certain designated product categories of household appliances within the HPC segment, including small kitchen food preparation products, indoor and outdoor grills and grill accessories, and cookbooks. The Emeril License is set to expire effective December 31, 2022 with options of up to three one-year renewal periods following the initial expiration. Under the terms of the agreement, we agreed to pay the license holder a percentage of sales, with minimum annual royalty payments of $ 1.5 million, increasing to $ 1.8 million in subsequent renewal periods. The net assets and operating results of the Tristar Business, since the acquisition date of February 18, 2022, are included in the Company’s Condensed Consolidated Statements of Income and reported within the HPC reporting segment for the three and six month periods ended April 3, 2022. The Company has recorded an allocation of the purchase price to tangible and identifiable intangible assets acquired and liabilities assumed based on their fair values as of the February 18, 2022 acquisition date. The excess of the purchase price over the fair value of the net tangible assets and identifiable intangible assets of $ 103.7 million was recorded as goodwill, which is deductible for tax purposes. Goodwill includes value associated with profits earned from market and expansion capabilities including the success of new product launches through direct response television and direct to consumer channels, new brand development and products brought to market by the Company, synergies from integration and streamlining operational activities, and the going concern of the business and the value of the assembled workforce. The preliminary fair values recorded were determined based upon a valuation with estimates and assumptions used in such valuation that are subject to change within the measurement period (up to one year from the acquisition date). The primary areas of acquisition account that are not finalized relate to amounts for purchase price, intangible assets, deferred taxes, goodwill, and components of working capital. The calculation of preliminary purchase price is as follows: (in millions) Amount Cash paid $ 314.6 Estimated purchase price settlement ( 39.1 ) Contingent consideration 30.0 Total purchase price $ 305.5 16 Table of Contents SPECTRUM BRANDS HOLDINGS, INC. SB/RH HOLDINGS, LLC NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (in millions, unaudited) NOTE 3 - ACQUISITIONS (continued) The Company recorded a contingent consideration liability of $ 30.0 million as of the date of the acquisition to reflect the estimated fair value of the contingent consideration for the earn-out payments. The fair value was determined using a Monte Carlo simulation model to value the earn-out based on the likelihood of reaching specific targets. The fair value measurement is determined based on significant unobservable inputs and thus represents a Level 3 fair value measurement. The key assumptions considered include the estimated amount and timing of projected gross profits, volatility, estimated discount rates, and risk-free interest rate. In each reporting period after the acquisition, the Company will reassess the value of the contingent consideration liability and may recognize an increase or decrease in the fair value in its consolidated statements of earnings after the measurement period. Changes may result from changes in actual results and projected forecasts. The inputs and assumptions may not be observable in the market, but reflect the assumptions the Company believes would be made by a market participant. There were no changes in the contingent consideration liability during the three and six month periods ended April 3, 2022 following the acquisition date of February 18, 2022. As of April 3, 2022, the current portion of the contingent consideration was classified as Other Current Liabilities for the calendar year 2022 payment of $ 25.0 million and the long-term portion as Other Long-Term Liabilities for the calendar year 2023 payment of $ 5.0 million on the Company’s Condensed Consolidated Statements of Financial Position. The following table summarizes the preliminary fair value of assets acquired and liabilities assumed as of the date of acquisition: (in millions) Purchase Price Allocation Cash and cash equivalents $ 0.3 Trade receivables, net 58.4 Other receivables 0.4 Inventories 102.0 Prepaid expenses and other current assets 4.4 Property, plant and equipment, net 0.4 Operating lease assets 23.3 Goodwill 103.7 Intangible assets, net 95.0 Accounts payable ( 51.7 ) Accrued wages and salaries ( 0.6 ) Other current liabilities ( 19.0 ) Long-term operating lease liabilities ( 11.1 ) Net assets acquired $ 305.5 The values allocated to intangible assets and the weighted average useful lives are as follows: (in millions) Carrying Amount Weighted Average Useful Life (Years) Tradenames $ 66.0 Indefinite Customer relationships 29.0 13 years Total intangibles acquired $ 95.0 The Company performed a valuation of the acquired inventories, tradenames, and customer relationships. The fair value measurements are based on significant inputs not observable in the market, and therefore, represent Level 3 measurements. The following is a summary of significant inputs to the valuation: Inventory – Acquired inventory consists of branded finished goods that were valued based on the comparative sales method, which estimates the expected sales price of the finished goods inventory, reduced for all costs expected to be incurred in its completion or disposition and a profit on those costs. Tradename – The Company valued the PowerXL® tradename, using an income approach, the relief-from-royalty method. Under this method, the asset value was determined by estimating the hypothetical royalties that would have to be paid if the tradenames were not owned. Royalty rate of 3 % for valuation of PowerXL® was selected based on consideration of several factors, including prior transactions, related trademarks and tradenames, other similar trademark licensing, and transaction agreements and the relative profitability and perceived contribution of the tradenames. The discount rate applied to the projected cash flow was 16 % based on the implied transaction internal rate of return for the overall business, excluding cost synergies. The resulting discounted cash flows were then tax-effected at the applicable statutory rate. Customer relationships – The Company values customer relationships using the multi-period excess earnings method under a market participant distributor method of the income approach. In determining the fair value of the customer relationships, the multi-period excess earnings approach values the intangible asset at the present value of the incremental after-tax cash flows attributable only to the customer relationship after deducting contributory asset charges. Only expected sales from current retail customers were used, which are estimated using average annual expected growth rate of 2.7 %. The Company assumed a customer attrition rate of 5 %, which is supported by historical attrition rates. The discount rate applied to the projected cash flow was 12 % based upon a weighted average cost of capital for the overall business and income taxes were estimated at the applicable statutory rate. The following pro forma financial information summarizes the combined results of operations for the Company and the acquired Tristar Business, as though the companies were combined as of the beginning of the Company’s fiscal 2021. The unaudited pro forma financial information was as follows: 17 Table of Contents SPECTRUM BRANDS HOLDINGS, INC. SB/RH HOLDINGS, LLC NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (in millions, unaudited) NOTE 3 - ACQUISITIONS (continued) Three Month Period Ended Six Month Period Ended (in millions) April 3, 2022 April 4, 2021 April 3, 2022 April 4, 2021 Proforma net sales $ 853.7 $ 902.8 $ 1,765.1 $ 1,848.0 Proforma net (loss) income from continuing operations ( 26.0 ) 6.1 ( 33.3 ) 21.2 Proforma net income 15.1 45.5 46.1 118.8 Proforma diluted earnings from continuing operations per share $ ( 0.64 ) $ 0.14 $ ( 0.77 ) $ 0.49 Proforma diluted earnings per share 0.37 1.07 1.07 2.77 The pro forma financial information includes, where applicable, adjustments for: (i) additional amortization expense that would have been recognized related to the acquired intangible assets, (ii) additional operating expense from the excess fair value adjustments on ROU operating lease assets for below market rents (iv) additional cost of sales related to the inventory valuation adjustment, (v) transaction costs and other one-time non-recurring costs and (vi) the estimated income tax effect on the acquired Tristar Business and pro forma adjustments. Through the acquisition of the Tristar Business, the Company acquired substantially all of the operations, employees and net assets of Tristar Products, Inc. and entered into a series of TSAs for various shared back office administrative functions including finance, sales and marketing, information technology, human resources, real estate and supply chain, customer service and procurement, to support the excluded product groups that did not convey with the transaction. Charges associated with TSAs are recognized as bundled service charges under a fixed fee structure by the respective service or function along with one-time pass-through charges, including warehousing, and freight, among others, from the acquired Tristar Business that settle on a net basis between the two parties. Charges for TSA services are recognized as a reduction to the respective operating costs as a component of operating expense or cost of goods sold depending upon the functions supported by the acquired Tristar Business. During the three and six month periods ended April 3, 2022, the Company recognized TSA income of $ 0.5 million. Additionally, the Company assumed the cash accounts supporting both the acquired Tristar Business and the excluded product groups, and due to the commingled nature of operations, cash would be received and/or paid on behalf of the excluded product groups' operations, resulting in cash flow being commingled with operating cash flow of the Company which would settle on a net basis with TSA charges. As of April 3, 2022, there was an outstanding payable to Tristar Products, Inc. of $ 0.7 million included within Other Current Liabilities on the Company’s Condensed Consolidated Statements of Financial Position. NOTE 4 – RESTRUCTURING AND RELATED CHARGES Global Productivity Improvement Program – During the year ended September 30, 2019, the Company initiated a company-wide, multi-year program, which consists of various restructuring related initiatives to redirect resources and spending to drive growth, identify cost savings and pricing opportunities through standardization and optimization, develop organizational and operating optimization, and reduce overall operational complexity across the Company. Since the announcement of the project and completion of the Company’s divestitures of GBL and GAC during the year ended September 30, 2019, the project focus includes the transitioning of the Company’s continuing operations in a post-divestiture environment and separation from Energizer TSAs and reverse TSAs. Refer to Note 2 – Divestitures for further discussion of continuing involvement with Energizer. The initiative includes review of global processes and organization design and structures; headcount reductions and transfers; and rightsizing the Company’s shared operations and commercial business strategy in certain regions and local jurisdictions; among others. Total cumulative costs incurred associated with the project were $ 156.3 million as of April 3, 2022, with approximately $ 0.9 million forecasted in the foreseeable future. The project costs are anticipated to be incurred through the fiscal year ending September 30, 2022. GPC Distribution Center Transitions – During the year ended September 30, 2021, the GPC segment entered into an initiative to update its supply chain and distribution operations within the US to optimize and improve fill rates, address capacity needs attributable to recent and projected growth in the business, improve product availability to meet increasing customer demand and improve overall operational effectiveness and throughput. The initiative includes the transition of its third party logistics (3PL) service provider at its existing Edwardsville, IL distribution center, incorporating new facilities into the distribution footprint by expanding warehouse capacity and securing additional space, and updating engagement and processes with suppliers and its transportation and logistics handlers. Costs incurred to facilitate the transition of service providers include one-time implementation and start-up costs, including the integration of the provider systems and technology, incremental compensation and incentive-based compensation to maintain performance during the transition period, duplicative and redundant costs, and incremental costs for various disruptions in the operations during the transition period, including supplemental transportation and storage costs. Due to the continued supply chain constraints impacting product availability experienced by the GPC segment, the Company has extended the initiative and expanded the project to include additional long-term capacity to be available later in the 2022 fiscal year. Total cumulative costs incurred associated with the project were $ 27.4 million as of April 3, 2022, with approximately $ 5.3 million forecasted in the foreseeable future. The project costs are anticipated to be incurred through the remainder of the year ending September 30, 2022. Other Restructuring Activities – The Company may enter into small, less significant initiatives and restructuring related activities primarily to reduce costs and improve margins throughout the organization. Individually these activities are not substantial and occur over a shorter time period (generally less than 12 months). The following summarizes restructuring and related charges for the three and six month periods ended April 3, 2022 and April 4, 2021: Three Month Periods Ended Six Month Periods Ended (in millions) April 3, 2022 April 4, 2021 April 3, 2022 April 4, 2021 Global productivity improvement program $ 2.3 $ 1.9 $ 4.1 $ 10.9 GPC distribution transition 5.6 — 15.9 — Other restructuring activities 8.5 2.4 13.8 2.4 Total restructuring and related charges $ 16.4 $ 4.3 $ 33.8 $ 13.3 Reported as: Cost of goods sold $ 1.2 $ 1.3 $ 1.5 $ 1.4 Operating expense 15.2 3.0 32.3 11.9 18 Table of Contents SPECTRUM BRANDS HOLDINGS, INC. SB/RH HOLDINGS, LLC NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (in millions, unaudited) NOTE 4 - RESTRUCTURING AND RELATED CHARGES (continued) The following is a summary of restructuring and related charges for the three and six month periods ended April 3, 2022 and April 4, 2021, by cost type. (in millions) Termination Benefits Other Costs Total For the three month period ended April 3, 2022 $ 1.2 $ 15.2 $ 16.4 For the three month period ended April 4, 2021 0.4 3.9 4.3 For the six month period ended April 3, 2022 1.9 31.9 33.8 For the six month period ended April 4, 2021 3.3 10.0 13.3 The following is a rollforward of the accrual related to all restructuring and related activities, included within Other Current Liabilities, by cost type for the six month period ended April 3, 2022. (in millions) Termination Benefits Other Costs Total Accrual balance at September 30, 2021 $ 4.6 $ 5.6 $ 10.2 Provisions 0.1 2.9 3.0 Cash expenditures ( 1.9 ) ( 0.7 ) ( 2.6 ) Foreign currency and other ( 0.8 ) ( 0.1 ) ( 0.9 ) Accrual balance at April 3, 2022 $ 2.0 $ 7.7 $ 9.7 The following summarizes restructuring and related charges by segment for the three and six month periods ended April 3, 2022 and April 4, 2021, by the Company’s segments: (in millions) HPC GPC H&G Corporate Total For the three month period ended April 3, 2022 $ 3.7 $ 8.2 $ — $ 4.5 $ 16.4 For the three month period ended April 4, 2021 1.5 0.6 — 2.2 4.3 For the six month period ended April 3, 2022 4.3 19.6 — 9.9 33.8 For the six month period ended April 4, 2021 4.1 2.1 — 7.1 13.3 NOTE 5 – REVENUE RECOGNITION The Company generates all of its revenue from contracts with customers. The following table disaggregates our revenue for the three and six month periods ended April 3, 2022 and April 4, 2021, by the Company’s key revenue streams, segments and geographic region (based upon destination): Three Month Period Ended April 3, 2022 Three Month Period Ended April 4, 2021 (in millions) HPC GPC H&G Total HPC GPC H&G Total Product Sales NA $ 136.8 $ 182.2 $ 194.2 $ 513.2 $ 115.3 $ 182.4 $ 166.8 $ 464.5 EMEA 109.1 95.3 — 204.4 123.3 94.2 — 217.5 LATAM 51.5 4.5 1.7 57.7 40.6 4.4 1.5 46.5 APAC 16.2 9.0 — 25.2 15.9 8.8 — 24.7 Licensing 2.1 2.4 0.7 5.2 2.8 2.1 0.5 5.4 Other 0.4 1.7 — 2.1 — 1.7 — 1.7 Total Revenue $ 316.1 $ 295.1 $ 196.6 $ 807.8 $ 297.9 $ 293.6 $ 168.8 $ 760.3 Six Month Period Ended April 3, 2022 Six Month Period Ended April 4, 2021 (in millions) HPC GPC H&G Total HPC GPC H&G Total Product Sales NA $ 264.2 $ 369.7 $ 266.9 $ 900.8 $ 257.9 $ 360.5 $ 247.0 $ 865.4 EMEA 268.5 189.7 — 458.2 290.9 175.5 — 466.4 LATAM 120.1 9.2 4.1 133.4 83.0 8.4 3.2 94.6 APAC 37.9 20.2 — 58.1 38.2 17.9 — 56.1 Licensing 4.7 5.1 0.9 10.7 6.4 3.9 0.8 11.1 Other 0.4 3.4 — 3.8 — 2.9 — 2.9 Total Revenue $ 695.8 $ 597.3 $ 271.9 $ 1,565.0 $ 676.4 $ 569.1 $ 251.0 $ 1,496.5 The Company offers standard warranty coverage on certain products that it sells and accounts for this as an assurance warranty. As such, no transaction price is allocated to the standard warranty, and the Company records a liability for product warranty obligations at the time of sale to a customer based upon historical warranty experience. See Note 17 - Commitments and Contingencies for further information regarding the Company’s standard warranties. With the acquisition of the Tristar Business, the Company also sells extended warranty coverage for certain Tristar products that are sold directly to consumers, which it accounts for as service warranties. In most cases, the extended warranty is sold as a separate contract and separate performance obligation that is distinct from the product. The extended warranty transaction revenue is initially recognized as deferred revenue and amortized on a straight-line basis to Net Sales over the life of the contracts following the standard warranty period. Revenue attributable to extended warranties was first recognized with the acquisition of the Tristar 19 Table of Contents SPECTRUM BRANDS HOLDINGS, INC. SB/RH HOLDINGS, LLC NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (in millions, unaudited) NOTE 5 – REVENUE RECOGNITION (continued) Business on February 18, 2022. See Note 3 - Acquisitions for more details. As of April 3, 2022, the Company had $ 1.3 million service warranty revenue deferred and included in Other Current Liabilities on the Condensed Consolidated Statements of Financial Position. The Company has a broad range of customers including many large mass retail customers. During the three month periods ended April 3, 2022 and April 4, 2021, there were two large retail customers each exceeding 10% of consolidated Net Sales and representing 33.3 % and 32.2 % of consolidated Net Sales, respectively. During the six month periods ended April 3, 2022 and April 4, 2021, there were two large retail customers each exceeding 10% of consolidated Net Sales and representing 33.1 % and 33.0 % of consolidated Net Sales, respectively. A significant portion of our product sales from our HPC segment, primarily in the NA and LATAM regions, are subject to the continued use and access to the Black and Decker® brand (B&D) through a license agreement with Stanley Black and Decker. The license agreement was recently renewed through June 30, 2025, including a sell-off period from April 1, 2025 to June 30, 2025 whereby the Company can continue to sell and distribute but no longer produce products subject to the License Agreement. Net sales from B&D product sales consist of $ 98.0 million and $ 93.7 million for the three month periods ended April 3, 2022 and April 4, 2021, respectively. Net sales from B&D product sales consist of $ 229.8 million and $ 205.3 million for the six month periods ended April 3, 2022 and April 4, 2021, respectively. All other significant brands and tradenames used in the Company’s commercial operations are directly owned and not subject to further restrictions. In the normal course of business, the Company may allow customers to return product or take credit for product returns per the provisions in a sale agreement. Estimated product returns are recorded as a reduction in reported revenues at the time of sale based upon historical product return experience, adjusted for known trends, to arrive at the amount of consideration expected to be received. The allowance for product returns as of April 3, 2022, and September 30, 2021 was $ 21.1 million and $ 11.8 million, respectively. The increase in allowance for product returns balance is due to the acquisition of the Tristar Business. See Note 3 - Acquisitions for further discussion on the Tristar Business acquisition. NOTE 6 – RECEIVABLES AND CONCENTRATION OF CREDIT RISK The allowance for uncollectible receivables as of April 3, 2022 and September 30, 2021 was $ 10.3 million and $ 6.7 million, respectively. The Company has a broad range of customers including many large mass retail customers. As of April 3, 2022 and September 30, 2021 there was one large retail customers exceeding 10% of consolidated Net Trade Receivables and representing 14.4 % and 14.7 %, respectively, of consolidated Net Trade Receivables. NOTE 7 – INVENTORIES Inventories consist of the following: (in millions) April 3, 2022 September 30, 2021 Raw materials $ 83.1 $ 66.1 Work-in-process 9.8 8.3 Finished goods 707.7 488.4 $ 800.6 $ 562.8 NOTE 8 – PROPERTY, PLANT AND EQUIPMENT Property, plant and equipment consist of the following: (in millions) April 3, 2022 September 30, 2021 Land, buildings and improvements $ 77.3 $ 83.5 Machinery, equipment and other 385.9 383.0 Finance leases 145.0 146.1 Construction in progress 39.7 28.8 Property, plant and equipment 647.9 641.4 Accumulated depreciation ( 391.5 ) ( 381.2 ) Property, plant and equipment, net $ 256.4 $ 260.2 Depreciation expense from property, plant, and equipment for the three month periods ended April 3, 2022 and April 4, 2021 was $ 12.2 million and $ 13.4 million, respectively; and for the six month periods ended April 3, 2022 and April 4, 2021 was $ 24.4 million and $ 26.4 million, respectively. NOTE 9 – GOODWILL AND INTANGIBLE ASSETS Goodwill consists of the following: (in millions) HPC GPC H&G Total As of September 30, 2021 $ — $ 524.6 $ 342.6 $ 867.2 Tristar Business acquisition (Note 3) 103.7 — — 103.7 Foreign currency impact — ( 3.9 ) — ( 3.9 ) As of April 3, 2022 $ 103.7 $ 520.7 $ 342.6 $ 967.0 20 Table of Contents SPECTRUM BRANDS HOLDINGS, INC. SB/RH HOLDINGS, LLC NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (in millions, unaudited) NOTE 9 - GOODWILL AND INTANGIBLE ASSETS (continued) The carrying value of indefinite-lived intangibles and definite-lived intangibles assets subject to amortization and accumulated amortization are as follows: April 3, 2022 September 30, 2021 (in millions) Gross Carrying Amount Accumulated Amortization Net Gross Carrying Amount Accumulated Amortization Net Amortizable Intangible Assets: Customer relationships $ 644.6 $ ( 367.1 ) $ 277.5 $ 619.6 $ ( 352.3 ) $ 267.3 Technology assets 75.3 ( 28.3 ) 47.0 75.3 ( 25.8 ) 49.5 Tradenames 158.4 ( 149.0 ) 9.4 158.4 ( 141.9 ) 16.5 Total Amortizable Intangible Assets 878.3 ( 544.4 ) 333.9 853.3 ( 520.0 ) 333.3 Indefinite-lived Intangible Assets – Tradenames 929.8 — 929.8 870.8 — 870.8 Total Intangible Assets $ 1,808.1 $ ( 544.4 ) $ 1,263.7 $ 1,724.1 $ ( 520.0 ) $ 1,204.1 There were no triggering events and no impairments of goodwill and intangible assets identified during the three and six month periods ended April 3, 2022. Amortization expense from the intangible assets for the three month periods ended April 3, 2022 and April 4, 2021 was $ 13.5 million and $ 16.8 million, respectively; and for the six month periods ended April 3, 2022 and April 4, 2021 was $ 26.7 million and $ 30.9 million, respectively. Excluding the impact of any future acquisitions, dispositions or changes in foreign currency, the Company estimates annual amortization expense of intangible assets for the next five fiscal years will be as follows: (in millions) Amortization 2022 $ 50.2 2023 42.2 2024 42.2 2025 40.1 2026 38.5 NOTE 10 – DEBT Debt consists of the following: April 3, 2022 September 30, 2021 (in millions) Amount Rate Amount Rate Spectrum Brands Inc. Revolver Facility, variable rate, expiring June 30, 2025 $ 775.0 3.0 % $ — — % Term Loan Facility, variable rate, due March 3, 2028 396.0 2.5 % 398.0 2.5 % 5.75 % Notes, due July 15, 2025 450.0 5.8 % 450.0 5.8 % 4.00 % Notes, due October 1, 2026 470.3 4.0 % 492.9 4.0 % 5.00 % Notes, due October 1, 2029 300.0 5.0 % 300.0 5.0 % 5.50 % Notes, due July 15, 2030 300.0 5.5 % 300.0 5.5 % 3.875 % Notes, due March 15, 2031 500.0 3.9 % 500.0 3.9 % Obligations under finance leases 97.6 5.0 % 101.9 4.9 % Total Spectrum Brands, Inc. debt 3,288.9 2,542.8 Unamortized discount on debt ( 0.9 ) ( 0.9 ) Debt issuance costs ( 39.6 ) ( 35.6 ) Less current portion ( 12.1 ) ( 12.0 ) Long-term debt, net of current portion $ 3,236.3 $ 2,494.3 Borrowings from the initial revolver capacity of $ 600 million under the Revolver Facility are subject to either adjusted London Inter-Bank Offered Rate ("LIBOR") plus margin ranging from 1.75 % to 2.75 % per annum, or base rate plus margin ranging from 0.75 % to 1.75 % per annum; and borrowings under the incremental revolver capacity of $ 500 million, per the third amendment to the Credit Agreement discussed below, are subject to Secured Overnight Financing Rate ("SOFR") plus margin ranging from 1.75 % to 2.75 % per annum or base rate plus margin ranging from 0.75 % to 1.75 %. The LIBOR borrowings are subject to a 0.75 % LIBOR floor and the SOFR borrowings are subject to a 0.50 % SOFR floor. Our Revolver Facility allows for the LIBOR rate to be phased out and replaced with the SOFR and therefore we do not anticipate a material impact by the expected upcoming LIBOR transition. As a result of borrowings and payments under the Revolver Facility, the Company had borrowing availability of $ 308.4 million at April 3, 2022, net of outstanding letters of credit of $ 16.6 million. The Term Loan Facility is subject to a rate per annum equal to either (1) the LIBO Rate (as defined in the Credit Agreement), subject to a 0.50 % floor, adjusted for statutory reserves, plus a margin of 2.00 % per annum or (2) the Alternate Base Rate (As defined in the Credit Agreement), plus a margin of 1.00 % per annum. Credit Agreement On December 10, 2021, the Company entered into the second amendment to the Amended and Restated Credit Agreement (the "Credit Agreement") dated as of June 30, 2020. The second amendment includes certain modified terms from the existing Credit Agreement to provide for an alternate rate of interest to the Eurocurrency Rate applicable to Revolving Loans and Letters of Credit in Euro and Pounds Sterling. Pursuant to the second amendment, Sterling Overnight Index 21 Table of Contents SPECTRUM BRANDS HOLDINGS, INC. SB/RH HOLDINGS, LLC NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (in millions, unaudited) NOTE 10 - DEBT (continued) Average ("SONIA") replaced LIBO Rate as a reference rate for Revolving Loans and Letters of Credit denominated in Pounds Sterling and Euro Interbank Offered Rate ("EURIBOR") replaced LIBO Rate as a reference rate for Revolving Loans and Letters of Credit denominated in Euro. The Company currently has no borrowing under the Revolver Facility denominated in Euro or Pounds Sterling. On February 3, 2022, the Company entered into a third amendment to the Credit Agreement. The third amendment provides for incremental capacity on the Revolver Facility of $ 500 million that was used to support the acquisition of the Tristar Business and the continuing operations and working capital requirements of the Company. See Note 3 - Acquisitions for further discussion on the Tristar Business acquisition. Borrowings under the incremental capacity are subject to the same terms and conditions of the existing Revolver Facility, with a maturity date of June 30, 2025, other than a difference in borrowing rate which is subject to SOFR plus margin ranging from 1.75 % to 2.75 %, or base rate plus margin ranging from 0.75 % to 1.75 % per annum, with an increase by 25 basis points 270 days after the effective date of the third amendment and an additional 25 basis points on each 90 day anniversary of such date. The SOFR is subject to a 0.50 % floor. The Company incurred $ 7.1 million in connection with the third amendment, which have been capitalized as debt issuance costs and will be amortized over the remaining term of the Credit Agreement. NOTE 11 – DERIVATIVES Derivative financial instruments are used by the Company principally in the management of its foreign currency exchange rates. The Company does not hold or issue derivative financial instruments for trading purposes. Cash Flow Hedges The Company periodically enters into forward foreign exchange contracts to hedge a portion of the risk from forecasted foreign currency denominated third party and intercompany sales or payments. These obligations generally require the Company to exchange foreign currencies for U.S. Dollars, Euros, Pound Sterling, Canadian Dollars, Australian Dollars, or Japanese Yen. These foreign exchange contracts are cash flow hedges of fluctuating foreign exchange related to inventory purchases or the sale of product. Until the purchase or sale is recognized, the fair value of the related hedge is recorded in Accumulated Other Comprehensive Income ("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 purchase price variance in Cost of Goods Sold or Net Sales on the Condensed Consolidated Statements of Income. At April 3, 2022, the Company had a series of foreign exchange derivative contracts outstanding through September 29, 2023. The derivative net gain estimated to be reclassified from AOCI into earnings over the next 12 months is $ 5.2 million, net of tax. At April 3, 2022 and September 30, 2021, the Company had foreign exchange derivative contracts designated as cash flow hedges with a notional value of $ 276.7 million and $ 279.9 million, respectively. The following table summarizes the impact of designated cash flow hedges and the pre-tax gain (loss) recognized in the Condensed Consolidated Statements of Income for the three and six month periods ended April 3, 2022 and April 4, 2021, respectively: Gain in OCI Reclassified Gain (Loss) to Continuing Operations For the three month periods ended (in millions) April 3, 2022 April 4, 2021 Line Item April 3, 2022 April 4, 2021 Foreign exchange contracts $ 0.1 $ 0.1 Net sales $ — $ 0.1 Foreign exchange contracts 4.7 5.2 Cost of goods sold 1.5 ( 3.2 ) Total $ 4.8 $ 5.3 $ 1.5 $ ( 3.1 ) Gain (Loss) in OCI Reclassified Gain (Loss) to Continuing Operations For the six month periods ended (in millions) April 3, 2022 April 4, 2021 Line Item April 3, 2022 April 4, 2021 Foreign exchange contracts $ 0.1 $ 0.1 Net sales $ — $ — Foreign exchange contracts 3.9 ( 8.1 ) Cost of goods sold 3.6 ( 5.8 ) Total $ 4.0 $ ( 8.0 ) $ 3.6 $ ( 5.8 ) Derivative Contracts Not Designated as Hedges for Accounting Purposes The Company periodically enters into foreign exchange forward contracts to economically hedge a portion of the risk from third party and intercompany payments resulting from existing obligations. These obligations generally require the Company to exchange foreign currencies for U.S. Dollars, Canadian Dollars, Euros, Pounds Sterling, Australian Dollars, Polish Zlotys, Mexican Pesos, or Japanese Yen, among others. These foreign exchange contracts are fair value hedges of a related liability or asset recorded in the accompanying Condensed Consolidated Statements of Financial Position. The gain or gain 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 April 3, 2022, the Company had a series of forward exchange contracts outstanding through July 20, 2022. At April 3, 2022 and September 30, 2021, the Company had $ 109.8 million and $ 198.4 million, respectively, of notional value of such foreign exchange derivative contracts outstanding. The following summarizes the impact of derivative instruments on the accompanying Condensed Consolidated Statements of Income for the three and six month periods ended April 3, 2022 and April 4, 2021, pre-tax: Three Month Periods Ended Six Month Periods Ended (in millions) Line Item April 3, 2022 April 4, 2021 April 3, 2022 April 4, 2021 Foreign exchange contracts Other non-operating expense (income) $ 0.2 $ ( 4.6 ) $ ( 0.9 ) $ ( 8.5 ) 22 Table of Contents SPECTRUM BRANDS HOLDINGS, INC. SB/RH HOLDINGS, LLC NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (in millions, unaudited) NOTE 11 – DERIVATIVES (continued) Fair Value of Derivative Instruments The fair value of the Company’s outstanding derivative contracts recorded in the Condensed Consolidated Statements of Financial Position is as follows: (in millions) Line Item April 3, 2022 September 30, 2021 Derivative Assets Foreign exchange contracts – designated as hedge Other receivables $ 7.4 $ 5.2 Foreign exchange contracts – designated as hedge Deferred charges and other 0.1 0.9 Foreign exchange contracts – not designated as hedge Other receivables 0.5 0.7 Total Derivative Assets $ 8.0 $ 6.8 Derivative Liabilities Foreign exchange contracts – designated as hedge Accounts payable $ 0.4 $ 0.1 Foreign exchange contracts – designated as hedge Other long term liabilities 0.1 — Foreign exchange contracts – not designated as hedge Accounts payable 1.2 2.4 Total Derivative Liabilities $ 1.7 $ 2.5 The Company is exposed to the risk of default by the counterparties with which it transacts and generally does not require collateral or other security to support financial instruments subject to credit risk. The Company monitors counterparty credit risk on an individual basis by periodically assessing each counterparty’s credit rating exposure. The maximum loss due to credit risk equals the fair value of the gross asset derivatives that are concentrated with certain domestic and foreign financial institution counterparties. The Company considers these exposures when measuring its credit reserve on its derivative assets, which were not significant as of April 3, 2022. The Company’s standard contracts do not contain credit risk related contingent features whereby the Company would be required to post additional cash collateral because of a credit event. However, the Company is typically required to post collateral in the normal course of business to offset its liability positions. As of April 3, 2022, and September 30, 2021, there was no cash collateral outstanding and no posted standby letters of credit related to such liability positions. Net Investment Hedge SBI has € 425.0 million aggregate principle amount of 4.00 % Notes designated as a non-derivative economic hedge, or net investment hedge, of the translation of the Company’s net investments in Euro denominated subsidiaries at the time of issuance. The hedge effectiveness is measured on the beginning balance of the net investment and re-designated every three months. Any gains and losses attributable to the translation of the Euro denominated debt designated as net investment hedge are recognized as a component of foreign currency translation within AOCI, and gains and losses attributable to the translation of the undesignated portion are recognized as foreign currency translation gains or losses within Other Non-Operating Expense (Income). As of April 3, 2022, the full principal amount was designated as a net investment hedge and considered fully effective. The following summarizes the gain (loss) from the net investment hedge recognized in Other Comprehensive Income for the three and six month periods ended April 3, 2022 and April 4, 2021, pre-tax: Three Month Periods Ended Six Month Periods Ended Gain (loss) in OCI (in millions) April 3, 2022 April 4, 2021 April 3, 2022 April 4, 2021 Net investment hedge $ 11.9 $ 20.1 $ 22.5 $ ( 1.4 ) Net gains or losses from the net investment hedge are reclassified from AOCI into earnings upon a liquidation event or deconsolidation of Euro denominated subsidiaries. 23 Table of Contents SPECTRUM BRANDS HOLDINGS, INC. SB/RH HOLDINGS, LLC NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (in millions, unaudited) NOTE 12 – FAIR VALUE OF FINANCIAL INSTRUMENTS The Company has not changed the valuation techniques used in measuring the fair value of any financial assets and liabilities during the year. The carrying value and estimated fair value of financial and derivative instruments as of April 3, 2022 and September 30, 2021 according to the fair value hierarchy are as follows: April 3, 2022 September 30, 2021 (in millions) Level 1 Level 2 Level 3 Fair Value Carrying Amount Level 1 Level 2 Level 3 Fair Value Carrying Amount Derivative Assets $ — $ 8.0 $ — $ 8.0 $ 8.0 $ — $ 6.8 $ — $ 6.8 $ 6.8 Derivative Liabilities — 1.7 — 1.7 1.7 — 2.5 — 2.5 2.5 Debt — 3,198.4 — 3,198.4 3,248.4 — 2,628.2 — 2,628.2 2,506.3 The fair value measurements of the Company’s debt represent non-active market exchanged traded securities which are valued at quoted input prices that are directly observable or indirectly observable through corroboration with observable market data. See Note 10 – Debt for additional detail on outstanding debt of SBH and SB/RH. See Note 11 – Derivatives for additional detail on derivative assets and liabilities. The carrying value of cash and cash equivalents, receivables, accounts payable and short term debt approximate fair value based on the short-term nature of these assets and liabilities. Goodwill, intangible assets and other long-lived assets are tested annually or more frequently if an event occurs that indicates an impairment loss may have been incurred using fair value measurements with unobservable inputs (Level 3). During the three month period ended January 3, 2021, the Company held equity investments in Energizer common stock valued at quoted market prices, recognizing unrealized income from changes in fair value and realized income from the sale of its investment, plus dividend income on the Condensed Consolidated Statements of Income. The Company sold its remaining investment in Energizer common stock in January 2021. The following is a summary of income recognized as a component of Other Non-Operating Income in the Company's Condensed Consolidated Statements of Income: Three Month Period Ended Six Month Period Ended (in millions) April 4, 2021 April 4, 2021 Realized gain on equity investments sold $ 0.9 $ 6.9 Dividend income from equity investments — 0.2 Gain from equity investments $ 0.9 $ 7.1 NOTE 13 – SHAREHOLDERS' EQUITY Share Repurchases The Company has a share repurchase program that is executed through purchases made from time to time either in the open market or otherwise. On May 4, 2021, the Board of Directors approved a $ 1 billion common stock repurchase program and terminated the previously approved share repurchase program. The authorization is effective for 36 months. As part of our share repurchase programs, the Company purchased treasury shares in open market purchases at market fair value, private purchases from Company employees, significant shareholders or beneficial interest owners at fair value. The following summarizes the activity of common stock repurchases for the three and six month periods ended April 3, 2022 and April 4, 2021: April 3, 2022 April 4, 2021 Three Month Periods Ended (in millions except per share data) Number of Shares Repurchased Average Price Per Share Amount Number of Shares Repurchased Average Price Per Share Amount Open Market Purchases 0.2 $ 96.90 $ 24.0 — $ — $ — April 3, 2022 April 4, 2021 Six Month Periods Ended (in millions except per share data) Number of Shares Repurchased Average Price Per Share Amount Number of Shares Repurchased Average Price Per Share Amount Open Market Purchases 1.3 $ 97.34 $ 134.0 — $ — $ — Private Purchases — — — 0.6 65.27 42.3 Total Purchases 1.3 $ 97.34 $ 134.0 0.6 $ 65.27 $ 42.3 During the fourth quarter ended September 30, 2021, SBH entered into a $ 150.0 million rule 10b5-1 repurchase plan to facilitate daily market share repurchases through September 16, 2022, until the cap is reached or until the plan is terminated. The Company completed share repurchases of $ 150.0 million under the rule 10b5-1 repurchase plan during the three month period ended April 3, 2022. 24 Table of Contents SPECTRUM BRANDS HOLDINGS, INC. SB/RH HOLDINGS, LLC NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (in millions, unaudited) NOTE 14 – SHARE BASED COMPENSATION The following is a summary of share based compensation expense for the three and six month periods ended April 3, 2022 and April 4, 2021 for SBH and SB/RH, respectively. Three Month Periods Ended Six Month Periods Ended (in millions) April 3, 2022 April 4, 2021 April 3, 2022 April 4, 2021 SBH $ 6.6 $ 7.2 $ 12.2 $ 13.7 SB/RH $ 6.2 $ 6.8 $ 11.8 $ 13.1 The Company recognizes share based compensation expense from the issuance of Restricted Stock Units (“RSUs”), primarily under its Long-Term Incentive Plan ("LTIP"), based on the fair value of the awards, as determined by the market price of the Company’s shares of common stock on the designated grant date and recognized on a straight-line basis over the requisite service period of the awards. RSUs granted under the LTIP include time-based grants and performance based grants. Time-based RSU awards provide for either three year cliff vesting or graded vesting depending upon the vesting conditions and forfeitures provided by the grant. Performance-based RSU awards that are dependent upon achieving specified financial metrics (adjusted EBITDA, return on adjusted equity, and/or adjusted free cash flow) by the end of the three year vesting period. Additionally, the Company regularly issues individual RSU awards under its equity plan to its Board members and individual employees for recognition, incentive, or retention purposes, when needed, which are primarily conditional upon time-based service conditions, valued based on the fair value of the awards as determined by the market price of the Company's share of common stock on the designated grant price date and recognized as a component of share-based compensation on a straight-line basis over the requisite service period of the award. The Company regularly issues annual grants under its LTIP during the first quarter of the fiscal year. The following is a summary of RSU grants issued during the six month period ended April 3, 2022: SBH SB/RH (in millions, except per share data) Units Weighted Average Grant Date Fair Value Fair Value at Grant Date Units Weighted Average Grant Date Fair Value Fair Value at Grant Date Time-based grants Vesting in less than 12 months 0.03 $ 96.83 $ 3.1 0.02 $ 96.74 $ 2.0 Vesting in more than 12 months 0.08 96.87 7.7 0.08 96.80 7.7 Total time-based grants 0.11 $ 96.86 $ 10.8 0.10 $ 96.79 $ 9.7 Performance-based grants 0.17 $ 96.95 $ 16.7 0.17 $ 96.95 $ 16.7 Total grants 0.28 $ 96.91 $ 27.5 0.27 $ 96.89 $ 26.4 25 Table of Contents SPECTRUM BRANDS HOLDINGS, INC. SB/RH HOLDINGS, LLC NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (in millions, unaudited) NOTE 15 – ACCUMULATED OTHER COMPREHENSIVE INCOME The change in the components of accumulated other comprehensive income (loss), net of taxes, for the six month periods ended April 3, 2022 and April 4, 2021 was as follows: (in millions) Foreign Currency Translation Derivative Instruments Defined Benefit Pension Total Balance at September 30, 2021 $ ( 194.8 ) $ 6.4 $ ( 46.9 ) $ ( 235.3 ) Other comprehensive income before reclassification 6.8 1.2 0.6 8.6 Net reclassification for (gain) loss to income from continuing operations — ( 2.1 ) 1.0 ( 1.1 ) Net reclassification for gain to income from discontinued operations — ( 0.5 ) — ( 0.5 ) Other comprehensive income (loss) before tax 6.8 ( 1.4 ) 1.6 7.0 Deferred tax effect ( 4.5 ) 4.5 ( 2.9 ) ( 2.9 ) Other comprehensive income (loss), net of tax 2.3 3.1 ( 1.3 ) 4.1 Less: other comprehensive income from discontinued operations attributable to non-controlling interest 0.1 — — 0.1 Other comprehensive income (loss) attributable to controlling interest 2.2 3.1 ( 1.3 ) 4.0 Balance at January 2, 2022 ( 192.6 ) 9.5 ( 48.2 ) ( 231.3 ) Other comprehensive (loss) income before reclassification ( 1.6 ) 6.4 1.0 5.8 Net reclassification for (gain) loss to income from continuing operations — ( 1.5 ) 1.0 ( 0.5 ) Net reclassification for gain to income from discontinued operations — ( 0.7 ) — ( 0.7 ) Other comprehensive (loss) income before tax ( 1.6 ) 4.2 2.0 4.6 Deferred tax effect ( 3.1 ) ( 1.0 ) ( 0.6 ) ( 4.7 ) Other comprehensive (loss) income, net of tax ( 4.7 ) 3.2 1.4 ( 0.1 ) Less: other comprehensive loss from continuing operations attributable to non-controlling interest ( 0.1 ) — — ( 0.1 ) Other comprehensive (loss) income attributable to controlling interest ( 4.6 ) 3.2 1.4 — Balance at April 3, 2022 $ ( 197.2 ) $ 12.7 $ ( 46.8 ) $ ( 231.3 ) (in millions) Foreign Currency Translation Derivative Instruments Defined Benefit Pension Total Balance at September 30, 2020 $ ( 226.6 ) $ 3.6 $ ( 61.7 ) $ ( 284.7 ) Other comprehensive income (loss) income before reclassification 19.4 ( 12.4 ) ( 2.2 ) 4.8 Net reclassification for loss to income from continuing operations — 2.6 1.1 3.7 Net reclassification for loss to income from discontinued operations — 0.1 — 0.1 Other comprehensive income (loss) before tax 19.4 ( 9.7 ) ( 1.1 ) 8.6 Deferred tax effect 5.3 2.5 0.2 8.0 Other comprehensive income (loss), net of tax 24.7 ( 7.2 ) ( 0.9 ) 16.6 Less: other comprehensive income from continuing operations attributable to non-controlling interest 0.1 — — 0.1 Less: other comprehensive income from discontinued operations attributable to non-controlling interest 0.3 — — 0.3 Other comprehensive income (loss) attributable to controlling interest 24.3 ( 7.2 ) ( 0.9 ) 16.2 Balance at January 3, 2021 ( 202.3 ) ( 3.6 ) ( 62.6 ) ( 268.5 ) Other comprehensive income before reclassification 22.2 5.8 0.9 28.9 Net reclassification for loss to income from continuing operations — 3.1 1.1 4.2 Net reclassification for gain to income from discontinued operations — ( 0.1 ) — ( 0.1 ) Other comprehensive income before tax 22.2 8.8 2.0 33.0 Deferred tax effect ( 5.0 ) ( 2.4 ) ( 0.6 ) ( 8.0 ) Other comprehensive income, net of tax 17.2 6.4 1.4 25.0 Less: other comprehensive loss from continuing operations attributable to non-controlling interest ( 0.1 ) — — ( 0.1 ) Other comprehensive income attributable to controlling interest 17.3 6.4 1.4 25.1 Balance at April 4, 2021 $ ( 185.0 ) $ 2.8 $ ( 61.2 ) $ ( 243.4 ) 26 Table of Contents SPECTRUM BRANDS HOLDINGS, INC. SB/RH HOLDINGS, LLC NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (in millions, unaudited) NOTE 16 – INCOME TAXES The effective tax rate for the three and six month periods ended April 3, 2022 and April 4, 2021 was as follows: Three Month Periods Ended Six Month Periods Ended Effective tax rate April 3, 2022 April 4, 2021 April 3, 2022 April 4, 2021 SBH 21.3 % 13.3 % 29.2 % ( 75.2 ) % SB/RH 21.1 % 10.2 % 29.1 % ( 58.7 ) % The estimated annual effective tax rate applied to the three and six month periods ended April 3, 2022 differs from the US federal statutory rate of 21 % principally due to income earned outside the U.S. that is subject to U.S. tax, including the U.S. tax on global intangible low taxed income (“GILTI”), certain nondeductible expenses, foreign rates that differ from the US federal statutory rate, and state income taxes. The Company has U.S. net operating loss carryforwards ("NOL"), which do not allow it to take advantage of the foreign-derived intangible income deduction. The Company’s federal effective tax rate on GILTI is therefore 21 %. During the six month period ended April 3, 2022, the Company recorded a $ 3.2 million tax benefit as an adjustment to the estimated benefit recorded in Fiscal 2021 for the Final Regulations issued under Internal Revenue Code Section 951A relating to the treatment of income that is subject to a high rate of tax under the GILTI regime. The Company completed and filed the amended return implementing these Regulations during the six month period ending April 3, 2022. The Company also recorded a $ 2.5 million tax benefit during the six month period ended April 3, 2022 for windfalls associated with the vesting of share compensation during the year. The Company generated a pretax loss on continuing operations year to date, so additional discrete tax benefits result in an increase to the tax rate. As of April 3, 2022, and September 30, 2021, there was $ 1.8 million of income tax receivable and $ 8.0 million of income taxes payable, respectively, with its parent company, on the SB/RH Condensed Consolidated Statements of Financial Position, calculated as if SB/RH were a separate taxpayer. NOTE 17 – COMMITMENTS AND CONTINGENCIES The Company is a defendant in various litigation matters generally arising out of the ordinary course of business. Based on information currently available, the Company does not believe that any additional matters or proceedings presently pending will have a material adverse effect on its results of operations, financial condition, liquidity or cash flows. Shareholder Litigation. On July 12, 2019, an amended consolidated class action complaint filed earlier in 2018 was filed in the United States District Court for the Western District of Wisconsin (the “Court”) by the Public School Teachers’ Pension & Retirement Fund of Chicago and the Cambridge Retirement against Spectrum Brands’ Legacy, Inc. (“Spectrum Legacy”). The complaint alleges that the defendants violated the Securities Exchange Act of 1934. The amended complaint added HRG Group, Inc. (“HRG”), the predecessor to the Company, as a defendant and asserted additional claims against the Company on behalf of a purported class of HRG shareholders. The class period of the consolidated amended complaint is from January 26, 2017 to November 19, 2018, and the plaintiffs seek an unspecified amount of compensatory damages, interest, attorneys’ and expert fees and costs. During the year ended September 30, 2020, the Company reached a proposed settlement resulting in an insignificant loss, net of third-party insurance coverage and payment, pending final approval by the Court. In February 2021, the Court declined to approve the proposed settlement without prejudice because the Court determined that as a procedural matter the plaintiff’s counsel had not taken the appropriate actions to be appointed to represent the purported class of HRG shareholders. The court subsequently appointed separate counsel to represent the HRG shareholder class. In August 2021, the Company reached an agreement in principle to settle the claims of the Spectrum Legacy class, the cost of which has been defrayed by third-party insurance. In October 2021, the Company reached an agreement in principle to settle the claims of the HRG class, the cost of which also has been defrayed by third-party insurance. In March 2022, the court granted approval to both settlements with formal opinion and order forthcoming. Environmental. The Company has provided for an estimated cost of $ 10.5 million and $ 11.3 million as of April 3, 2022 and September 30, 2021, respectively, associated with environmental remediation activities at some of its current and former manufacturing sites, included in Other Long-Term Liabilities on the Condensed Consolidated Statements of Financial Position. The Company believes that any additional liability in excess of the amounts provided that may result from resolution of these matters, will not have a material adverse effect on the consolidated financial condition, results of operations, or cash flows of the Company. Product Liability. The Company may be named as a defendant in lawsuits involving product liability claims. The Company has recorded and maintains an estimated liability in the amount of management’s estimate for aggregate exposure for such liabilities based upon probable loss from loss reports, individual cases, and losses incurred but not reported. As of April 3, 2022 and September 30, 2021, the Company recognized $ 3.3 million and $ 3.0 million in product liability, respectively, included in Other Current Liabilities on the Condensed Consolidated Statements of Financial Position. The Company believes that any additional liability in excess of the amounts provided that may result from resolution of these matters will not have a material adverse effect on the consolidated financial condition, results of operations or cash flows of the Company. Product Warranty . The Company recognizes an estimated liability for standard warranty on certain products when we recognize revenue on the sale of the warranted products. Estimated warranty costs incorporate replacement parts, products and delivery, and are recorded as a cost of goods sold at the time of product shipment based on historical and projected warranty claim rates, claims experience and any additional anticipated future costs on previously sold products. The Company recognized $ 0.3 million and $ 0.4 million of warranty accruals as of April 3, 2022 and September 30, 2021, respectively, included in Other Current Liabilities on the Condensed Consolidated Statements of Financial Position. 27 Table of Contents SPECTRUM BRANDS HOLDINGS, INC. SB/RH HOLDINGS, LLC NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (in millions, unaudited) NOTE 18 – SEGMENT INFORMATION Net sales relating to the segments for the three and six month periods ended April 3, 2022 and April 4, 2021 are as follows: Three Month Periods Ended Six Month Periods Ended (in millions) April 3, 2022 April 4, 2021 April 3, 2022 April 4, 2021 HPC $ 316.1 $ 297.9 695.8 676.4 GPC 295.1 293.6 597.3 569.1 H&G 196.6 168.8 271.9 251.0 Net sales $ 807.8 $ 760.3 $ 1,565.0 $ 1,496.5 The Chief Operating Decision Maker of the Company uses Adjusted EBITDA as the primary operating metric in evaluating the business and making operating decisions. EBITDA is calculated by excluding the Company’s income tax expense, interest expense, depreciation expense and amortization expense (from intangible assets) from net income. Adjusted EBITDA further excludes: • Stock based compensation costs consist of costs associated with long-term incentive compensation arrangements that generally consist of non-cash, stock-based compensation. During the six month period ended April 4, 2021, compensation costs included incentive bridge awards previously issued due to changes in the Company’s LTIP that allowed for cash based payment upon employee election but do not qualify for shared-based compensation, which were fully vested in November 2020. See Note 14 – Share Based Compensation for further details; • Restructuring and related charges consist of project costs associated with the restructuring initiatives across the Company's segments. See Note 4 – Restructuring and Related Charges for further details; • Transaction related charges are attributable to costs from qualifying strategic transaction or business opportunities, including an acquisition or divestiture, whether or not consummated, subsequent integration related project costs, divestiture support and incremental separation costs. See Note 1 – Basis of Presentation & Significant Accounting Policies for further details; • Incremental costs towards the SAP S/4 HANA ERP transformation to implement our enterprise-wide operating systems to SAP S/4 HANA on a global basis. This is a multi-year project that includes various costs, including software configuration and implementation costs that would be recognized as capital expenditures or deferred costs in accordance with applicable accounting policies, with certain costs recognized as operating expense associated with project development and management costs, and professional services with business partners engaged towards planning, design and business process review that would not qualify as software implementation costs. The Company has substantially completed the design phase of the project and is currently moving into the build phase; • Unallocated shared costs associated with discontinued operations from certain shared and center-led administrative functions the Company's business units excluded from income from discontinued operations as they are not a direct cost of the discontinued business but a result of indirect allocations, including but not limited to, information technology, human resources, finance and accounting, supply chain, and commercial operations. Amounts attributable to unallocated shared costs would be mitigated through subsequent strategic or restructuring initiatives, TSAs, elimination of extraneous costs, or re-allocations or absorption of existing continuing operations following the completed sale of the discontinued operations. See Note 2 – Divestitures for further details; • Non-cash purchase accounting adjustments recognized in earnings from continuing operations subsequent to an acquisition, including, but not limited to, the costs attributable to the step-up in inventory value, and the incremental value in ROU operating lease assets with below market rent, among others; • Non-cash asset impairments or write-offs realized and recognized in earnings from continuing operations; • Gains attributable to the Company's investment in Energizer common stock during the three and six month periods ended April 4, 2021, with such remaining shares sold in January 2021. See Note 12 – Fair Value of Financial Instruments for further details; • Incremental reserves for non-recurring litigation or environmental remediation activity including the proposed settlement on outstanding litigation matters at our H&G division attributable to significant and unusual nonrecurring claims with no previous history or precedent recognized during the six month period ended April 4, 2021 and the subsequent remeasurement during the six month period ended April 3, 2022; • Incremental costs realized under a three-year tolling agreement entered into with the buyer in consideration with the divestiture of the Coevorden Operations on March 29, 2020, for the continued production of dog and cat food products purchased to support the GPC commercial operations and distribution in Europe; and • Other adjustments are primarily attributable to: (1) incremental trade spend reserves realized from the transition and integration of the Rejuvenate business into the H&G segment and the Company's systems and processes during the three and six month periods ended April 3, 2022, (2) incremental fines and penalties realized for delayed shipments attributable to the GPC distribution transition initiative during the three and six month periods ended April 3, 2022, and (3) costs associated with Salus as they are not considered a component of the continuing commercial products company. 28 Table of Contents SPECTRUM BRANDS HOLDINGS, INC. SB/RH HOLDINGS, LLC NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (in millions, unaudited) NOTE 18 - SEGMENT INFORMATION (continued) Segment Adjusted EBITDA for the reportable segments for SBH for the three and six month periods ended April 3, 2022 and April 4, 2021, are as follows: Three Month Periods Ended Six Month Periods Ended SBH (in millions) April 3, 2022 April 4, 2021 April 3, 2022 April 4, 2021 HPC $ 10.6 $ 25.4 38.0 76.3 GPC 40.6 55.6 79.3 109.2 H&G 37.7 34.8 30.4 45.3 Total Segment Adjusted EBITDA 88.9 115.8 147.7 230.8 Corporate 9.9 8.3 19.4 17.5 Interest expense 24.7 52.8 46.4 76.0 Depreciation and amortization 25.7 30.2 51.1 57.2 Share and incentive based compensation 6.6 7.2 12.2 14.2 Restructuring and related charges 16.4 4.3 33.8 13.3 Transaction related charges 20.2 8.2 35.1 27.2 Global ERP Transformation 3.2 — 3.2 — Unallocated shared costs 6.9 6.7 13.8 13.4 Non-cash purchase accounting adjustments 3.5 2.6 3.5 3.4 Gain on Energizer investment — ( 0.9 ) — ( 6.9 ) Legal and environmental remediation reserves — — ( 0.5 ) 6.0 Coevorden tolling related charges 1.5 1.5 3.0 3.1 Other 2.2 0.2 4.8 0.1 (Loss) income from continuing operations before income taxes $ ( 31.9 ) $ ( 5.3 ) $ ( 78.1 ) $ 6.3 Segment Adjusted EBITDA for reportable segments for SB/RH for the three and six month periods ended April 3, 2022 and April 4, 2021 are as follows: Three Month Periods Ended Six Month Periods Ended SB/RH (in millions) April 3, 2022 April 4, 2021 April 3, 2022 April 4, 2021 HPC $ 10.6 $ 25.4 38.0 76.3 GPC 40.6 55.6 79.3 109.2 H&G 37.7 34.8 30.4 45.3 Total Segment Adjusted EBITDA 88.9 115.8 147.7 230.8 Corporate 9.6 8.1 18.9 16.7 Interest expense 24.8 52.9 46.7 76.1 Depreciation and amortization 25.7 30.2 51.1 57.2 Share and incentive based compensation 6.2 6.8 11.8 13.6 Restructuring and related charges 16.4 4.3 33.8 13.3 Transaction related charges 20.2 8.2 35.1 27.2 SAP S/4 HANA ERP Transformation 3.2 — 3.2 — Unallocated shared costs 6.9 6.7 13.8 13.4 Non-cash purchase accounting adjustments 3.5 2.6 3.5 3.4 Gain on Energizer investment — ( 0.9 ) — ( 6.9 ) Legal and environmental remediation reserves — — ( 0.5 ) 6.0 Coevorden tolling related charges 1.5 1.5 3.0 3.1 Other 2.1 0.1 4.4 0.1 (Loss) income from continuing operations before income taxes $ ( 31.2 ) $ ( 4.7 ) $ ( 77.1 ) $ 7.6 29 Table of Contents SPECTRUM BRANDS HOLDINGS, INC. SB/RH HOLDINGS, LLC NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (in millions, unaudited) NOTE 19 – EARNINGS PER SHARE – SBH The reconciliation of the numerator and denominator of the basic and diluted earnings per share calculation and the anti-dilutive shares for the three and six month periods ended April 3, 2022 and April 4, 2021 are as follows: Three Month Periods Ended Six Month Periods Ended (in millions, except per share amounts) April 3, 2022 April 4, 2021 April 3, 2022 April 4, 2021 Numerator Net (loss) income from continuing operations attributable to controlling interest $ ( 25.1 ) $ ( 3.7 ) $ ( 55.3 ) $ 11.0 Income from discontinued operations attributable to controlling interest 41.0 40.3 79.4 97.7 Net income attributable to controlling interest $ 15.9 $ 36.6 $ 24.1 $ 108.7 Denominator Weighted average shares outstanding – basic 40.8 42.6 41.1 42.8 Dilutive shares — — — 0.2 Weighted average shares outstanding – diluted 40.8 42.6 41.1 43.0 Earnings per share Basic earnings per share from continuing operations $ ( 0.61 ) $ ( 0.09 ) $ ( 1.35 ) $ 0.26 Basic earnings per share from discontinued operations 1.00 0.95 1.94 2.28 Basic earnings per share $ 0.39 $ 0.86 $ 0.59 $ 2.54 Diluted earnings per share from continuing operations $ ( 0.61 ) $ ( 0.09 ) $ ( 1.35 ) $ 0.26 Diluted earnings per share from discontinued operations 1.00 0.95 1.94 2.27 Diluted earnings per share $ 0.39 $ 0.86 $ 0.59 $ 2.53 Weighted average number of anti-dilutive shares excluded from denominator 0.2 0.3 0.2 — 30 Table of Contents