Spectrum Brands Holdings, Inc. 10-K

ITEM 9A. CONTROLS AND PROCEDURES Spectrum Brands Holdings, Inc. Evaluation of Disclosure Controls and Procedures. An evaluation was performed under the supervision and participation of SBH’s management, including the Principal Executive Officer and Principal Financial Officer, of the effectiveness of the design and operation of SBH’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act), as of September 30, 2022. Based on that evaluation, SBH’s management, including the Principal Executive Officer and Principal Financial Officer, concluded that as of September 30, 2022, our disclosure controls and procedures were effective to provide reasonable assurance that the information required to be disclosed by us in this Annual Report on Form 10-K was reported within the time periods specified by SEC rules and regulations, and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow for timely decisions regarding the required disclosures. Notwithstanding the foregoing, there can be no assurance that SBH's controls and procedures will detect or uncover all failures of persons within SBH to disclose material information otherwise required to be set forth in SBH's periodic reports. There are inherent limitations to the effectiveness of any system of disclosure controls and procedures, including the possibility of human error and circumvention or overriding of the controls and procedures. Accordingly, even effective disclosure controls and procedures can only provide reasonable, not absolute, assurance of achieving their control objectives. Management’s Annual Report on Internal Control over Financial Reporting . SBH’s management is responsible for establishing and maintaining adequate internal control over financial reporting for SBH, as such term is defined in Exchange Act Rule 13a-15(f). Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Internal control over financial reporting includes those policies and procedures that: (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of SBH’s assets; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of the financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures are being made only with proper authorizations; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of SBH’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. These inherent limitations are an intrinsic part of the financial reporting process. Therefore, although SBH's management is unable to eliminate this risk, it is possible to develop safeguards to reduce it. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. SBH’s management, under the oversight of the principal executive and principal financial officers, and Board of Directors, conducted an assessment of the effectiveness of our internal control over financial reporting based upon the framework issued by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control-Integrated Framework (2013) (COSO 2013 Framework). Based on this assessment, management has concluded that its internal control over financial reporting was effective as of September 30, 2022 to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with U.S. GAAP. SBH's internal control over financial reporting as of September 30, 2022 has been audited by KPMG LLP, an independent registered public accounting firm, as stated in its attestation report, which is included herein. Under guidelines established by the SEC, companies are allowed to exclude acquisitions from their first assessment of internal control over financial reporting following the date of the acquisition. SBH’s management excluded the acquisition of the Tristar Business, which was completed on February 18, 2022, from the assessment of the effectiveness of internal control over financial reporting. The total assets of $381.9 million and total net sales of 189.7 million associated with the acquisition are included in the consolidated financial statements of SBH as of and for the year ended September 30, 2022. Changes in Internal Control Over Financial Reporting . There was no change in SBH's internal control over financial reporting (as defined in Rules 13a15(f) and 15d-15(f) under the Securities Exchange Act of 1934 as amended) that occurred during our fiscal fourth quarter that has materially affected, or is reasonably likely to materially affect, SBH's internal control over financial reporting. SB/RH Holdings, LLC Evaluation of Disclosure Controls and Procedures. An evaluation was performed under the supervision and participation of SB/RH’s management, including the Principal Executive Officer and Principal Financial Officer, of the effectiveness of the design and operation of SB/RH’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act), as of September 30, 2022. Based on that evaluation, SB/RH’s management, including the Principal Executive Officer and Principal Financial Officer, concluded that as of September 30, 2022 our disclosure controls and procedures were effective to provide reasonable assurance that the information required to be disclosed by us in this Annual Report on Form 10-K was reported within the time periods specified by SEC rules and regulations, and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow for timely decisions regarding the required disclosures. Notwithstanding the foregoing, there can be no assurance that SB/RH's controls and procedures will detect or uncover all failures of persons within SB/RH to disclose material information otherwise required to be set forth in SB/RH's periodic reports. There are inherent limitations to the effectiveness of any system of disclosure controls and procedures, including the possibility of human error and circumvention or overriding of the controls and procedures. Accordingly, even effective disclosure controls and procedures can only provide reasonable, not absolute, assurance of achieving their control objectives. 48 Table of Conten t s Management’s Annual Report on Internal Control over Financial Reporting . SB/RH’s management is responsible for establishing and maintaining adequate internal control over financial reporting for SB/RH, as such term is defined in Exchange Act Rule 13a-15(f). Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Internal control over financial reporting includes those policies and procedures that: (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of SB/RH’s assets; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of the financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures are being made only with proper authorizations; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of SB/RH’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. These inherent limitations are an intrinsic part of the financial reporting process. Therefore, although SB/RH's management is unable to eliminate this risk, it is possible to develop safeguards to reduce it. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. SB/RH’s management, under the oversight of the principal executive and principal financial officers, and Board of Directors, conducted an assessment of the effectiveness of our internal control over financial reporting based upon the framework issued by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control-Integrated Framework (2013) (COSO 2013 Framework). Based on this assessment, management has concluded that its internal control over financial reporting was effective as of September 30, 2022 to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with U.S. GAAP. Under guidelines established by the SEC, companies are allowed to exclude acquisitions from their first assessment of internal control over financial reporting following the date of the acquisition. SB/RH’s management excluded the acquisition of the Tristar Business, which was completed on February 18, 2022, from the assessment of the effectiveness of internal control over financial reporting. The total assets of $381.9 million and total net sales of $189.7 million associated with the acquisition are included in the consolidated financial statements of SB/RH as of and for the year ended September 30, 2022. This annual report does not include an attestation report of SB/RH's registered public accounting firm due to the established rules of the SEC. Changes in Internal Control Over Financial Reporting . There was no change in SB/RH's internal control over financial reporting (as defined in Rules 13a15(f) and 15d-15(f) under the Securities Exchange Act of 1934 as amended) that occurred during our fiscal fourth quarter that has materially affected, or is reasonably likely to materially affect, SB/RH's internal control over financial reporting. ITEM 9B. OTHER INFORMATION None. 49 Table of Conten t s PART III ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE The information required by Item 401 of Regulation S-K concerning the directors and executive officers of SBH is incorporated herein by reference to the disclosures which will be included in in a subsequent amendment to the Form 10-K, which will be filed no later than 120 days after the end of the SBH’s fiscal year ended September 30, 2022. Audit Committee and Audit Committee Financial Expert The information required by Items 407(d)(4) and 407(d)(5) of Regulation S-K is incorporated herein by reference from the disclosure which will be included in a subsequent amendment to the Form 10-K. Section 16(a) Beneficial Ownership Reporting Compliance The information required by Item 405 of Regulation S-K is incorporated herein by reference from the disclosure which will be included in a subsequent amendment to the Form 10-K. Code of Ethics We have adopted the Code of Ethics for the Principal Executive Officer and Senior Financial Officers that applies to our Chief Executive Officer, Chief Financial Officer and other senior finance organization employees. The Code of Ethics for the Principal Executive Officer and Senior Financial Officers is publicly available on our website at www.spectrumbrands.com under “Investor Relations—Corporate Governance.” We intend to disclose amendments to, and, if applicable, waivers of, this code of ethics on that section of our website. We have also adopted the Spectrum Brands Code of Business Conduct and Ethics that applies to all of our directors, officers and employees. The Spectrum Brands Code of Business Conduct and Ethics is publicly available on our website at www.spectrumbrands.com under “Investor Relations—Corporate Governance.” Any amendments to this code of ethics or any waiver of this code of ethics for executive officers or directors may be made only by our Board of Directors as a whole or our Audit Committee and will be promptly disclosed to our shareholders via that section of our website. ITEM 11. EXECUTIVE COMPENSATION Executive Compensation The information required by Item 402 of Regulation S-K is incorporated herein by reference from the disclosures which will be included in a subsequent amendment to the Form 10-K. Compensation Committee Interlocks and Insider Participation The information required by Item 407(e)(4) of Regulation S-K is incorporated herein by reference from the disclosure which will be included in a subsequent amendment to the Form 10-K. Report of the Compensation Committee of the Board of Directors The information required by Item 407(e)(5) of Regulation S-K is incorporated herein by reference from the disclosure which will be included in a subsequent amendment to the Form 10-K. ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS Ownership of Common Shares of Spectrum Brands Holdings, Inc. The information required by Item 404 of Regulation S-K is incorporated herein by reference from the disclosures which will be included in a subsequent amendment to the Form 10-K. ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE Review, Approval or Ratification of Transactions with Related Persons The information required by Item 404 of Regulation S-K is incorporated herein by reference from the disclosures which will be included in a subsequent amendment to the Form 10-K. Director Independence The information required by Item 407(a) of Regulation S-K is incorporated herein by reference from the disclosures which will be included in a subsequent amendment to the Form 10-K. 50 Table of Conten t s TEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES The following table summarizes the fees KPMG LLP, our independent registered public accounting firm, billed to the Company. (in millions) 2022 2021 Audit Fees $ 5.6 $ 5.5 Audit-Related Fees 5.1 4.4 Tax Fees — — All Other Fees 0.3 — Total $ 11.0 $ 9.9 In the above table, in accordance with the SEC’s definition and rules, “Audit Fees” are fees paid to KPMG LLP for professional services for the audits of SBH and SB/RH, and our consolidated financial statements included in our Form 10-K and the review of our financial statements included in Forms 10-Q, or services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements, such as issuance of comfort letters and statutory audits required for certain of our foreign subsidiaries. “Audit-Related Fees” are fees for assurance and related services that are reasonably related to the performance of the audit or review of our financial statements, including the due diligence activities relating to mergers and acquisitions and the audit of standalone carve-out financial statements as required. “Tax Fees” are fees for tax compliance, tax advice, and tax planning. Such fees were attributable to services for tax compliance assistance and tax advice. “All Other Fees” are fees, if any, for any services not included in the first three categories. Pre-Approval of Independent Auditors Services and Fees The Audit Committee approved the audit services engagement performed by KPMG LLP for the year ended September 30, 2022. In accordance with the Audit Committee’s Pre-Approval Policy, the Audit Committee has pre-approved other specified audit, or audit related services, provided that the fees incurred by KPMG LLP in connection with any individual engagement do not exceed $200,000 in any 12-month period. The Audit Committee must approve for an engagement by engagement basis any individual non-audit or tax engagement in any 12-month period. The Audit Committee has delegated to its Chairman the authority to pre-approve any other specific audit or specific non-audit service which was not previously pre-approved by the Audit Committee, provided that any decision of the Chairman to pre-approve other audit or non-audit services shall be presented to the Audit Committee at its next scheduled meeting. PART IV ITEM 15. EXHIBITS, FINANCIAL STATEMENTS AND SCHEDULES (a) The following documents are filed as part of or are included in this Annual Report on Form 10-K: 1. The financial statements of Spectrum Brands Holdings, Inc. and SB/RH Holdings, LLC listed in the Index to Consolidated Financial Statements, filed as part of this Annual Report on Form 10-K. 2. The exhibits listed in the Exhibit Index filed as part of this Annual Report on Form 10-K. 51 Table of Conten t s INDEX TO CONSOLIDATED FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULE This report is a combined report of Spectrum Brands Holdings, Inc. (“SBH”) and SB/RH Holdings, LLC (“SB/RH”). The notes to the consolidated financial statements include consolidated SBH footnotes and certain footnotes related to SB/RH. Page Reports of Independent Registered Public Accounting Firm (PCAOB ID 185 ) 53 Spectrum Brands Holdings, Inc. Consolidated Financial Statements Consolidated Statements of Financial Position 58 Consolidated Statements of Income 59 Consolidated Statements of Comprehensive Income 60 Consolidated Statements of Shareholders’ Equity 61 Consolidated Statements of Cash Flows 62 SB/RH Holdings, LLC Consolidated Financial Statements Consolidated Statements of Financial Position 64 Consolidated Statements of Income 65 Consolidated Statements of Comprehensive Income 66 Consolidated Statements of Shareholder’s Equity 67 Consolidated Statements of Cash Flows 68 Spectrum Brands Holdings, Inc. and SB/RH Holdings, LLC Combined Combined Notes to Consolidated Financial Statements 69 52 Table of Conten t s Report of Independent Registered Public Accounting Firm To the Shareholders and Board of Directors Spectrum Brands Holdings, Inc.: Opinion on the Consolidated Financial Statements We have audited the accompanying consolidated statements of financial position of Spectrum Brands Holdings, Inc. and subsidiaries (the Company) as of September 30, 2022 and 2021, the related consolidated statements of income, comprehensive income, shareholders’ equity, and cash flows for each of the years in the three-year period ended September 30, 2022, and the related notes (collectively, the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of September 30, 2022 and 2021, and the results of its operations and its cash flows for each of the years in the three-year period ended September 30, 2022, in conformity with U.S. generally accepted accounting principles. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of September 30, 2022, based on criteria established in Internal Control–Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated November 18, 2022 expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting. Basis for Opinion These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matters The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate. Sufficiency of audit evidence related to held for sale classification As discussed in Notes 1and 3 to the consolidated financial statements, on September 8, 2021, the Company entered a definitive agreement with ASSA ABLOY AB (ASSA) to sell its Hardware and Home Improvement (HHI) segment, subject to certain antitrust approvals, and has presented the HHI segment as assets held for sale since then. On September 15, 2022, the Department of Justice (DOJ) issued a petition to enjoin and block the HHI transaction. Both the Company and ASSA have stated their disagreement with the purported concerns of the DOJ and have made proposals to address them. The Company expects that the parties will obtain all required governmental clearances and will close the HHI transaction. As such, the Company continued to classify the HHI segment as held for sale, with total assets held for sale and total liabilities held for sale of $1,816.7 million and $463.7 million, respectively, as of September 30, 2022. We identified the sufficiency of audit evidence over the held for sale classification of the HHI segment as a critical audit matter. Specifically, subjective auditor judgment was required to evaluate management's assertion that it expects a favorable resolution of the DOJ petition, which is necessary for the sale of HHI to ASSA to be completed. The following are the primary procedures we performed to address this critical audit matter. We applied auditor judgment to determine the nature and extent of procedures to be performed related to the held for sale classification of the HHI segment, including management’s assertion for a favorable resolution of the DOJ petition. We evaluated the design and tested the operating effectiveness of an internal control related to the held for sale classification of the HHI segment as of September 30, 2022. To evaluate management’s assertion that it expects a favorable resolution of the DOI petition, we: • inspected management's analysis and evaluated the basis for management's conclusions related to the held for sale classification of the HHI segment, including its assessment of the specific facts and circumstances around legal and regulatory factors that were relevant in the Company’s conclusions • inspected and evaluated internal and external documentation, including analysis of the DOJ petition against the pending sale of the HHI segment, as well as court rulings for similar transactions • evaluated management's intent and ability to execute its plans to secure a favorable resolution of the DOJ petition and close the transaction. We evaluated the sufficiency of audit evidence obtained by assessing the results of procedures performed, including the appropriateness of such evidence. Valuation of contingent consideration and tradename in the Tristar Products, Inc. business acquisitions As discussed in Notes 2 and 4 to the consolidated financial statements, on February 18, 2022, the Company acquired all of the membership interests in HPC Brands, LLC, which consists of the home appliances and cookware business of Tristar Products, Inc., in a business combination for a total purchase price of $325.0 million. The total purchase price included the estimated acquisition-date fair value of contingent consideration, which may be paid if the acquired business achieves certain targets in 2022 and 2023. The acquisition-date fair value of the contingent consideration liability was estimated using a Monte Carlo simulation model. In connection with this business combination, the Company acquired the PowerXL tradename intangible asset, for which the Company used the relief from royalty method to determine the acquisition-date fair value. The acquisition-date fair values for the contingent consideration liability and the PowerXL tradename were $30.0 million and $66.0 million, respectively. 53 Table of Conten t s We identified the assessment of the acquisition-date fair value measurement of the contingent consideration liability and the PowerXL tradename intangible asset as a critical audit matter. A high degree of complex auditor judgment was required to evaluate the key assumptions used to estimate the acquisition-date fair value of the contingent consideration liability, including forecasted gross profit and volatility. A high degree of complex auditor judgment was also required to evaluate the key assumptions used to estimate the acquisition-date fair value of the PowerXL tradename intangible asset, including forecasted revenue and the royalty rate. Changes in these assumptions could have had a significant impact on the acquisition-date fair values of the contingent consideration liability and the tradename. In addition, valuation professionals with specialized skills and knowledge were needed to assist in performing certain audit procedures related to the acquisition-date fair value measurement of both the contingent consideration liability and the PowerXL tradename intangible asset. The following are the primary procedures we performed to address this critical audit matter. We evaluated the design and tested the operating effectiveness of certain internal controls related to the Company’s process of estimating the acquisition-date fair values of the contingent consideration liability and the PowerXL tradename intangible asset, including controls related to the key assumptions noted above. We evaluated the forecasted gross profit and the forecasted revenue by comparing them to historical results of the Company and the acquired business. We also assessed the Company's ability to accurately forecast by comparing the Company's forecasted gross profit and forecasted revenue of the acquired business to actual results since the acquisition date. We performed sensitivity analyses over the Company's forecasted gross profit and volatility to assess the impact on the Company's determination of the acquisition-date fair value of the contingent consideration liability. We performed sensitivity analyses over the Company's forecasted revenue and the royalty rate to assess the impact of the Company's determination of the acquisition-date fair value of the PowerXL tradename. We involved valuation professionals with specialized skills and knowledge, who assisted in evaluating: • volatility used in the Monte Carlo simulation model for the contingent consideration liability • the forecasted long-term revenue growth rates underlying the forecasted revenue used in the PowerXL tradename valuation by comparing it to certain macroeconomic trend data, such as gross domestic product and inflation, and to relevant industry-specific data • the PowerXL tradename royalty rate by comparing it against a range of royalty rates that was independently-developed using publicly-available market data for comparable tradenames. /s/ KPMG LLP We have served as the Company’s auditor since 2011. Milwaukee, Wisconsin November 22, 2022 54 Table of Conten t s Report of Independent Registered Public Accounting Firm To the Shareholders and Board of Directors Spectrum Brands Holdings, Inc.: Opinion on Internal Control Over Financial Reporting We have audited Spectrum Brands Holdings, Inc. and subsidiaries' (the Company) internal control over financial reporting as of September 30, 2022, based on criteria established in Internal Control –Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of September 30, 2022, based on criteria established in Internal Control –Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated statements of financial position of the Company as of September 30, 2022 and 2021, the related consolidated statements of income, comprehensive income, shareholders' equity, and cash flows for each of the years in the three-year period ended September 30, 2022, and the related notes (collectively, the consolidated financial statements), and our report dated November 22, 2022 expressed an unqualified opinion on those consolidated financial statements. The Company acquired Tristar Products, Inc. during 2022, and management excluded from its assessment of the effectiveness of the Company’s internal control over financial reporting as of September 30, 2022, Tristar Products, Inc.’s internal control over financial reporting associated with total assets $381.9 million and total revenues of $189.7 million included in the consolidated financial statements of the Company as of and for the year ended September 30, 2022. Our audit of internal control over financial reporting of the Company also excluded an evaluation of the internal control over financial reporting of Tristar Products, Inc. Basis for Opinion The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management's Annual Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. Definition and Limitations of Internal Control Over Financial Reporting A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. /s/ KPMG LLP Milwaukee, Wisconsin November 22, 2022 55 Table of Conten t s Report of Independent Registered Public Accounting Firm To the Shareholder and Board of Directors SB/RH Holdings, LLC: Opinion on the Consolidated Financial Statements We have audited the accompanying consolidated statements of financial position of SB/RH Holdings, LLC and subsidiaries (the Company) as of September 30, 2022 and 2021, the related consolidated statements of income, comprehensive income, shareholder’s equity, and cash flows for each of the years in the three-year period ended September 30, 2022, and the related notes (collectively, the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of September 30, 2022 and 2021, and the results of its operations and its cash flows for each of the years in the three-year period ended September 30, 2022, in conformity with U.S. generally accepted accounting principles. Basis for Opinion These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matters The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate. Sufficiency of audit evidence related to held for sale classification As discussed in Notes 1and 3 to the consolidated financial statements, on September 8, 2021, the Company entered a definitive agreement with ASSA ABLOY AB (ASSA) to sell its Hardware and Home Improvement (HHI) segment, subject to certain antitrust approvals, and has presented the HHI segment as assets held for sale since then. On September 15, 2022, the Department of Justice (DOJ) issued a petition to enjoin and block the HHI transaction. Both the Company and ASSA have stated their disagreement with the purported concerns of the DOJ and have made proposals to address them. The Company expects that the parties will obtain all required governmental clearances and will close the HHI transaction. As such, the Company continued to classify the HHI segment as held for sale, with total assets held for sale and total liabilities held for sale of $1,816.7 million and $463.7 million, respectively, as of September 30, 2022. We identified the sufficiency of audit evidence over the held for sale classification of the HHI segment as a critical audit matter. Specifically, subjective auditor judgment was required to evaluate management's assertion that it expects a favorable resolution of the DOJ petition, which is necessary for the sale of HHI to ASSA to be completed. The following are the primary procedures we performed to address this critical audit matter. We applied auditor judgment to determine the nature and extent of procedures to be performed related to the held for sale classification of the HHI segment, including management’s assertion for a favorable resolution of the DOJ petition. We evaluated the design and tested the operating effectiveness of an internal control related to the held for sale classification of the HHI segment as of September 30, 2022. To evaluate management’s assertion that it expects a favorable resolution of the DOI petition, we: • inspected management's analysis and evaluated the basis for management's conclusions related to the held for sale classification of the HHI segment, including its assessment of the specific facts and circumstances around legal and regulatory factors that were relevant in the Company’s conclusions • inspected and evaluated internal and external documentation, including analysis of the DOJ petition against the pending sale of the HHI segment, as well as court rulings for similar transactions • evaluated management's intent and ability to execute its plans to secure a favorable resolution of the DOJ petition and close the transaction. We evaluated the sufficiency of audit evidence obtained by assessing the results of procedures performed, including the appropriateness of such evidence. Valuation of contingent consideration and tradename in the Tristar Products, Inc. business acquisitions As discussed in Notes 2 and 4 to the consolidated financial statements, on February 18, 2022, the Company acquired all of the membership interests in HPC Brands, LLC, which consists of the home appliances and cookware business of Tristar Products, Inc., in a business combination for a total purchase price of $325.0 million. The total purchase price included the estimated acquisition-date fair value of contingent consideration, which may be paid if the acquired business achieves certain targets in 2022 and 2023. The acquisition-date fair value of the contingent consideration liability was estimated using a Monte Carlo simulation model. In connection with this business combination, the Company acquired the PowerXL tradename intangible asset, for which the Company used the relief from royalty method to determine the acquisition-date fair value. The acquisition-date fair values for the contingent consideration liability and the PowerXL tradename were $30.0 million and $66.0 million, respectively. 56 Table of Conten t s We identified the assessment of the acquisition-date fair value measurement of the contingent consideration liability and the PowerXL tradename intangible asset as a critical audit matter. A high degree of complex auditor judgment was required to evaluate the key assumptions used to estimate the acquisition-date fair value of the contingent consideration liability, including forecasted gross profit and volatility. A high degree of complex auditor judgment was also required to evaluate the key assumptions used to estimate the acquisition-date fair value of the PowerXL tradename intangible asset, including forecasted revenue and the royalty rate. Changes in these assumptions could have had a significant impact on the acquisition-date fair values of the contingent consideration liability and the tradename. In addition, valuation professionals with specialized skills and knowledge were needed to assist in performing certain audit procedures related to the acquisition-date fair value measurement of both the contingent consideration liability and the PowerXL tradename intangible asset. The following are the primary procedures we performed to address this critical audit matter. We evaluated the design and tested the operating effectiveness of certain internal controls related to the Company’s process of estimating the acquisition-date fair values of the contingent consideration liability and the PowerXL tradename intangible asset, including controls related to the key assumptions noted above. We evaluated the forecasted gross profit and the forecasted revenue by comparing them to historical results of the Company and the acquired business. We also assessed the Company's ability to accurately forecast by comparing the Company's forecasted gross profit and forecasted revenue of the acquired business to actual results since the acquisition date. We performed sensitivity analyses over the Company's forecasted gross profit and volatility to assess the impact on the Company's determination of the acquisition-date fair value of the contingent consideration liability. We performed sensitivity analyses over the Company's forecasted revenue and the royalty rate to assess the impact of the Company's determination of the acquisition-date fair value of the PowerXL tradename. We involved valuation professionals with specialized skills and knowledge, who assisted in evaluating: • volatility used in the Monte Carlo simulation model for the contingent consideration liability • the forecasted long-term revenue growth rates underlying the forecasted revenue used in the PowerXL tradename valuation by comparing it to certain macroeconomic trend data, such as gross domestic product and inflation, and to relevant industry-specific data • the PowerXL tradename royalty rate by comparing it against a range of royalty rates that was independently-developed using publicly-available market data for comparable tradenames. /s/ KPMG LLP We have served as the Company’s auditor since 1997. Milwaukee, Wisconsin November 22, 2022 57 Table of Conten t s SPECTRUM BRANDS HOLDINGS, INC. Consolidated Statements of Financial Position September 30, 2022 and 2021 (in millions, except per share figures) (in millions) 2022 2021 Assets Cash and cash equivalents $ 243.7 $ 187.9 Trade receivables, net 247.4 248.4 Other receivables 95.7 63.7 Inventories 780.6 562.8 Prepaid expenses and other current assets 51.2 40.8 Current assets of business held for sale 1,816.7 1,810.0 Total current assets 3,235.3 2,913.6 Property, plant and equipment, net 263.8 260.2 Operating lease assets 82.5 56.5 Deferred charges and other 38.7 38.8 Goodwill 953.1 867.2 Intangible assets, net 1,202.2 1,204.1 Total assets $ 5,775.6 $ 5,340.4 Liabilities and Shareholders' Equity Current portion of long-term debt $ 12.3 $ 12.0 Accounts payable 453.1 388.6 Accrued wages and salaries 28.4 67.4 Accrued interest 27.6 29.9 Other current liabilities 203.0 211.9 Current liabilities of business held for sale 463.7 454.3 Total current liabilities 1,188.1 1,164.1 Long-term debt, net of current portion 3,144.5 2,494.3 Long-term operating lease liabilities 56.0 44.5 Deferred income taxes 60.1 59.5 Other long-term liabilities 57.8 99.0 Total liabilities 4,506.5 3,861.4 Commitments and contingencies (Note 20) Shareholders' equity Common stock, $ 0.01 par value; 200.0 million shares authorized; 53.8 million and 53.8 million shares issued, respectively. 0.5 0.5 Additional paid-in capital 2,032.5 2,063.8 Accumulated earnings 362.1 359.9 Accumulated other comprehensive loss, net of tax ( 303.1 ) ( 235.3 ) Treasury stock, 13.0 million and 11.9 million shares, respectively ( 828.8 ) ( 717.0 ) Total shareholders' equity 1,263.2 1,471.9 Noncontrolling interest 5.9 7.1 Total equity 1,269.1 1,479.0 Total liabilities and equity $ 5,775.6 $ 5,340.4 See accompanying notes to the consolidated financial statements. 58 Table of Conten t s SPECTRUM BRANDS HOLDINGS, INC. Consolidated Statements of Income Years ended September 30, 2022, 2021 and 2020 (in millions, except per share figures) (in millions, except per share) 2022 2021 2020 Net sales $ 3,132.5 $ 2,998.1 $ 2,622.1 Cost of goods sold 2,142.1 1,963.5 1,744.0 Gross profit 990.4 1,034.6 878.1 Selling 597.6 518.5 428.8 General and administrative 371.4 389.2 360.5 Research and development 26.7 29.8 29.2 Gain from remeasurement of contingent consideration liability ( 28.5 ) — — Loss on sale of Coevorden operations — — 26.8 Write-off from impairment of intangible assets — — 24.2 Total operating expenses 967.2 937.5 869.5 Operating income 23.2 97.1 8.6 Interest expense 99.4 116.5 93.7 Gain from extinguishment of Salus CLO debt — — ( 76.2 ) Other non-operating expense (income), net 14.1 ( 8.3 ) 16.2 Loss from continuing operations before income taxes ( 90.3 ) ( 11.1 ) ( 25.1 ) Income tax (benefit) expense ( 13.3 ) ( 26.4 ) 27.3 Net (loss) income from continuing operations ( 77.0 ) 15.3 ( 52.4 ) Income from discontinued operations, net of tax 149.7 174.3 150.9 Net income 72.7 189.6 98.5 Net income from continuing operations attributable to non-controlling interest 0.2 0.2 0.3 Net income (loss) from discontinued operations attributable to non-controlling interest 0.9 $ ( 0.2 ) $ 0.4 Net income attributable to controlling interest $ 71.6 $ 189.6 $ 97.8 Amounts attributable to controlling interest Net (loss) income from continuing operations attributable to controlling interest $ ( 77.2 ) $ 15.1 $ ( 52.7 ) Net income from discontinued operations attributable to controlling interest 148.8 174.5 150.5 Net income attributable to controlling interest $ 71.6 $ 189.6 $ 97.8 Earnings Per Share Basic earnings per share from continuing operations $ ( 1.89 ) $ 0.35 $ ( 1.18 ) Basic earnings per share from discontinued operations 3.64 4.09 3.37 Basic earnings per share $ 1.75 $ 4.44 $ 2.19 Diluted earnings per share from continuing operations $ ( 1.89 ) $ 0.35 $ ( 1.18 ) Diluted earnings per share from discontinued operations 3.64 4.04 3.37 Diluted earnings per share $ 1.75 $ 4.39 $ 2.19 Dividend per share $ 1.68 $ 1.68 $ 1.68 Weighted Average Shares Outstanding Basic 40.9 42.7 44.7 Diluted 40.9 43.2 44.7 See accompanying notes to the consolidated financial statements . 59 Table of Conten t s SPECTRUM BRANDS HOLDINGS, INC. Consolidated Statements of Comprehensive Income Years ended September 30, 2022, 2021 and 2020 (in millions) (in millions) 2022 2021 2020 Net income $ 72.7 $ 189.6 $ 98.5 Other comprehensive income Foreign currency translation adjustment Foreign currency translation (loss) gain ( 147.8 ) 26.0 14.5 Unrealized gain (loss) on net investment hedge 75.8 6.2 ( 33.0 ) Foreign currency translation adjustment before tax ( 72.0 ) 32.2 ( 18.5 ) Deferred tax effect ( 20.0 ) — 0.1 Net unrealized (loss) gain on foreign currency translation ( 92.0 ) 32.2 ( 18.4 ) Unrealized gain on derivative instruments Unrealized gain (loss) on derivative instruments before reclassification 30.7 0.1 ( 6.2 ) Net reclassification for (gain) loss to income from continuing operations ( 20.2 ) 9.2 ( 4.6 ) Net reclassification for (gain) loss to income from discontinued operations ( 2.4 ) 0.1 ( 0.4 ) Unrealized gain (loss) on derivative instruments after reclassification 8.1 9.4 ( 11.2 ) Deferred tax effect 2.3 ( 6.6 ) 11.7 Net unrealized gain on derivative instruments 10.4 2.8 0.5 Defined benefit pension gain (loss) Defined benefit pension gain (loss) before reclassification 18.3 11.7 ( 5.2 ) Net reclassification for loss to income from continuing operations 3.6 4.8 4.6 Net reclassification for gain to income from discontinued operations ( 0.1 ) ( 0.1 ) ( 0.3 ) Defined benefit pension gain (loss) after reclassification 21.8 16.4 ( 0.9 ) Deferred tax effect ( 8.9 ) ( 1.6 ) ( 0.3 ) Net defined benefit pension gain (loss) 12.9 14.8 ( 1.2 ) Deconsolidation of discontinued operations and assets held for sale — — 8.1 Net change to derive comprehensive income for the periods ( 68.7 ) 49.8 ( 11.0 ) Comprehensive income 4.0 239.4 87.5 Comprehensive (loss) income from continuing operations attributable to non-controlling interest ( 0.4 ) — 0.1 Comprehensive (loss) income from discontinuing operations attributable to non-controlling interest ( 0.5 ) 0.4 0.3 Comprehensive income attributable to controlling interest $ 4.9 $ 239.0 $ 87.1 See accompanying notes to the consolidated financial statements. 60 Table of Conten t s SPECTRUM BRANDS HOLDINGS, INC. Consolidated Statements of Shareholders’ Equity Years ended September 30, 2022, 2021 and 2020 (in millions) 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 Balance at September 30, 2019 48.8 $ 0.5 $ 2,031.1 $ 223.8 $ ( 273.6 ) $ ( 260.9 ) $ 1,720.9 $ 8.0 $ 1,728.9 Net (loss) income from continuing operations — — — ( 52.7 ) — — ( 52.7 ) 0.3 ( 52.4 ) Income from discontinued operations, net of tax — — — 150.5 — — 150.5 0.4 150.9 Other comprehensive (loss) income, net of tax — — — — ( 19.5 ) — ( 19.5 ) 0.4 ( 19.1 ) Sale and deconsolidation of discontinued operations — — — — 8.1 — 8.1 — 8.1 Treasury stock repurchases ( 4.2 ) — — — — ( 239.8 ) ( 239.8 ) — ( 239.8 ) Accelerated share repurchase final settlement ( 2.0 ) — ( 0.2 ) — — ( 124.8 ) ( 125.0 ) — ( 125.0 ) Restricted stock issued and related tax withholdings 0.5 — ( 14.2 ) — — 19.0 4.8 — 4.8 Share based compensation — — 37.6 — — — 37.6 — 37.6 Dividend paid to common shareholders — — — ( 77.4 ) — — ( 77.4 ) — ( 77.4 ) Dividend paid by subsidiary to NCI — — — — — — — ( 0.8 ) ( 0.8 ) Cumulative adjustment for adoption of new accounting standards — — — ( 0.3 ) 0.3 — — — — 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 — — — 15.1 — — 15.1 0.2 15.3 Income (loss) from discontinued operations, net of tax — — — 174.5 — — 174.5 ( 0.2 ) 174.3 Other comprehensive income, net of tax — — — — 49.4 — 49.4 0.4 49.8 Treasury stock repurchases ( 1.6 ) — — — — ( 125.8 ) ( 125.8 ) — ( 125.8 ) Restricted stock issued and related tax withholdings 0.3 — ( 20.2 ) — — 15.3 ( 4.9 ) — ( 4.9 ) Share based compensation — — 29.7 — — — 29.7 — 29.7 Dividend paid to common shareholders — — — ( 73.6 ) — — ( 73.6 ) — ( 73.6 ) Dividend paid by subsidiary to NCI — — — — — — — ( 1.6 ) ( 1.6 ) 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) income from continuing operations — — — ( 77.2 ) — — ( 77.2 ) 0.2 ( 77.0 ) Income from discontinued operations, net of tax — — — 148.8 — — 148.8 0.9 149.7 Other comprehensive loss, net of tax — — — — ( 67.8 ) — ( 67.8 ) ( 0.9 ) ( 68.7 ) Treasury stock repurchases ( 1.4 ) — — — — ( 134.0 ) ( 134.0 ) — ( 134.0 ) Restricted stock issued and related tax withholdings 0.4 — ( 46.7 ) — — 22.2 ( 24.5 ) — ( 24.5 ) Share based compensation — — 15.4 — — — 15.4 — 15.4 Dividend paid to common shareholders — — — ( 69.4 ) — — ( 69.4 ) — ( 69.4 ) Dividend paid by subsidiary to NCI — — — — — — — ( 1.4 ) ( 1.4 ) Balances at September 30, 2022 40.8 $ 0.5 $ 2,032.5 $ 362.1 $ ( 303.1 ) $ ( 828.8 ) $ 1,263.2 $ 5.9 $ 1,269.1 See accompanying notes to the consolidated financial statements. 61 Table of Conten t s SPECTRUM BRANDS HOLDINGS, INC. Consolidated Statements of Cash Flows Years ended September 30, 2022, 2021 and 2020 (in millions) (in millions) 2022 2021 2020 Cash flows from operating activities Net income $ 72.7 $ 189.6 $ 98.5 Income from discontinued operations, net of tax 149.7 174.3 150.9 Net (loss) income from continuing operations ( 77.0 ) 15.3 ( 52.4 ) Adjustments to reconcile net (loss) income to net cash from operating activities: Depreciation 49.0 51.9 59.3 Amortization 50.3 65.1 55.3 Share based compensation 10.2 28.9 31.8 Amortization of debt issuance costs and debt discount 7.1 5.6 6.4 Write-off of unamortized discount and debt issuance costs — 7.9 1.1 Gain from remeasurement of contingent consideration liability ( 28.5 ) — — Non-cash purchase accounting adjustments 8.3 7.3 — Gain on equity investment — ( 6.9 ) 16.8 Loss on sale of Coevorden operations — — 26.8 Write-off from impairment of intangible assets — — 24.2 Gain from extinguishment of Salus CLO debt — — ( 76.2 ) Deferred tax (benefit) expense ( 44.6 ) ( 64.4 ) 24.6 Net changes in operating assets and liabilities Receivables ( 12.2 ) 65.9 ( 58.6 ) Inventories ( 153.7 ) ( 219.6 ) 36.2 Prepaid expenses and other current assets ( 34.8 ) ( 9.7 ) 26.0 Accounts payable and accrued liabilities ( 15.0 ) 116.0 99.8 Other 9.4 25.9 ( 19.3 ) Net cash (used) provided by operating activities from continuing operations ( 231.5 ) 89.2 201.8 Net cash provided by operating activities from discontinued operations 177.7 199.2 88.5 Net cash (used) provided by operating activities ( 53.8 ) 288.4 290.3 Cash flows from investing activities Purchases of property, plant and equipment ( 64.0 ) ( 43.6 ) ( 44.1 ) Proceeds from disposal of property, plant and equipment 0.2 0.1 4.2 Proceeds from sale of Coevorden operations — — 29.0 Proceeds from sale of discontinued operations, net of cash — — 3.6 Business acquisitions, net of cash acquired ( 272.1 ) ( 429.9 ) ( 16.9 ) Proceeds from sale of equity investment — 73.1 147.1 Other investing activity — ( 0.4 ) 2.3 Net cash (used) provided by investing activities from continuing operations ( 335.9 ) ( 400.7 ) 125.2 Net cash used by investing activities from discontinued operations ( 23.9 ) ( 22.8 ) ( 16.9 ) Net cash (used) provided by investing activities ( 359.8 ) ( 423.5 ) 108.3 62 Table of Conten t s (in millions) 2022 2021 2020 Cash flows from financing activities Payment of debt, including premium on extinguishment $ ( 12.7 ) $ ( 891.2 ) $ ( 134.3 ) Proceeds from issuance of debt 740.0 899.0 300.0 Payment of debt issuance costs ( 7.6 ) ( 12.6 ) ( 11.5 ) Treasury stock purchases ( 134.0 ) ( 125.8 ) ( 239.8 ) Accelerated share repurchase — — ( 125.0 ) Dividends paid to shareholders ( 68.6 ) ( 71.5 ) ( 75.2 ) Share based award tax withholding payments, net of proceeds upon vesting ( 24.5 ) ( 8.3 ) ( 12.6 ) Payment of contingent consideration ( 1.9 ) — ( 197.0 ) Other financing activities, net — 3.5 0.3 Net cash provided (used) by financing activities from continuing operations 490.7 ( 206.9 ) ( 495.1 ) Net cash used by financing activities from discontinued operations ( 3.1 ) ( 3.0 ) ( 2.0 ) Net cash provided (used) by financing activities 487.6 ( 209.9 ) ( 497.1 ) Effect of exchange rate changes on cash and cash equivalents ( 20.1 ) 1.3 5.1 Net change in cash, cash equivalents and restricted cash 53.9 ( 343.7 ) ( 93.4 ) Net change in cash, cash equivalents and restricted cash in discontinued operations — — — Net change in cash, cash equivalents and restricted cash in continuing operations 53.9 ( 343.7 ) ( 93.4 ) Cash, cash equivalents, and restricted cash, beginning of period 190.0 533.7 627.1 Cash, cash equivalents, and restricted cash, end of period $ 243.9 $ 190.0 $ 533.7 Supplemental disclosure of cash flow information Cash paid for interest associated with continued operations $ 92.1 $ 86.4 $ 81.4 Cash paid for interest associated with discontinued operations $ 53.6 $ 50.0 $ 45.7 Cash paid for taxes associated with continued operations $ 32.6 $ 23.5 $ 20.2 Cash paid for taxes associated with discontinued operations $ 12.9 $ 11.5 $ 21.9 Non cash investing activities Acquisition of property, plant and equipment through capital leases $ 1.4 $ 9.4 $ 3.5 Non cash financing activities Issuance of shares through stock compensation plan $ 33.4 $ 17.9 $ 39.6 See accompany notes to the consolidated financial statements. 63 Table of Conten t s SB/RH Holdings, LLC Consolidated Statements of Financial Position September 30, 2022 and 2021 (in millions) (in millions) 2022 2021 Assets Cash and cash equivalents $ 242.4 $ 186.2 Trade receivables, net 247.4 248.4 Other receivables 183.1 146.4 Inventories 780.6 562.8 Prepaid expenses and other current assets 51.2 40.8 Current assets of business held for sale 1,816.7 1,810.0 Total current assets 3,321.4 2,994.6 Property, plant and equipment, net 263.8 260.2 Operating lease assets 82.5 56.5 Deferred charges and other 38.1 35.1 Goodwill 953.1 867.2 Intangible assets, net 1,202.2 1,204.1 Total assets $ 5,861.1 $ 5,417.7 Liabilities and Shareholder's Equity Current portion of long-term debt $ 12.3 $ 12.0 Accounts payable 453.3 388.8 Accrued wages and salaries 28.4 67.4 Accrued interest 27.6 29.9 Other current liabilities 197.3 214.4 Current liabilities of business held for sale 463.7 454.3 Total current liabilities 1,182.6 1,166.8 Long-term debt, net of current portion 3,144.5 2,494.3 Long-term operating lease liabilities 56.0 44.5 Deferred income taxes 279.3 272.4 Other long-term liabilities 65.6 106.3 Total liabilities 4,728.0 4,084.3 Commitments and contingencies (Note 20) Shareholder's equity Other capital 2,164.6 2,174.8 Accumulated deficit ( 736.0 ) ( 614.9 ) Accumulated other comprehensive loss, net of tax ( 303.0 ) ( 235.2 ) Total shareholder's equity 1,125.6 1,324.7 Noncontrolling interest 7.5 8.7 Total equity 1,133.1 1,333.4 Total liabilities and equity $ 5,861.1 $ 5,417.7 See accompanying notes to the consolidated financial statements 64 Table of Conten t s SB/RH Holdings, LLC Consolidated Statements of Income Years ended September 30, 2022, 2021 and 2020 (in millions) (in millions) 2022 2021 2020 Net Sales $ 3,132.5 $ 2,998.1 $ 2,622.1 Cost of goods sold 2,142.1 1,963.5 1,744.0 Gross profit 990.4 1,034.6 878.1 Selling 597.6 518.5 428.8 General and administrative 368.7 385.5 353.5 Research and development 26.7 29.8 29.2 Gain from remeasurement of contingent consideration liability ( 28.5 ) — — Loss on sale of Coevorden operations — — 26.8 Write-off from impairment of intangible assets — — 24.2 Total operating expenses 964.5 933.8 862.5 Operating income 25.9 100.8 15.6 Interest expense 99.8 116.8 93.2 Other non-operating expense (income), net 14.0 ( 8.3 ) 16.3 Loss from continuing operations before income taxes ( 87.9 ) ( 7.7 ) ( 93.9 ) Income tax (benefit) expense ( 12.9 ) ( 25.0 ) 14.5 Net (loss) income from continuing operations ( 75.0 ) 17.3 ( 108.4 ) Income from discontinued operations, net of tax 149.7 174.3 150.9 Net income 74.7 191.6 42.5 Net income from continuing operations attributable to non-controlling interest 0.2 0.2 0.3 Net income (loss) from discontinued operations attributable to non-controlling interest 0.9 ( 0.2 ) 0.4 Net income attributable to controlling interest $ 73.6 $ 191.6 $ 41.8 Amounts attributable to controlling interest Net (loss) income from continuing operations attributable to controlling interest $ ( 75.2 ) $ 17.1 $ ( 108.7 ) Net income from discontinued operations attributable to controlling interest 148.8 174.5 150.5 Net income attributable to controlling interest $ 73.6 $ 191.6 $ 41.8 See accompanying notes to the consolidated financial statements 65 Table of Conten t s SB/RH Holdings, LLC Consolidated Statements of Comprehensive Income Years ended September 30, 2022, 2021 and 2020 (in millions) (in millions) 2022 2021 2020 Net income $ 74.7 $ 191.6 $ 42.5 Other comprehensive income Foreign currency translation adjustment Foreign currency translation (loss) gain ( 147.8 ) 26.0 14.5 Unrealized gain (loss) on net investment hedge 75.8 6.2 ( 33.0 ) Foreign currency translation adjustment before tax ( 72.0 ) 32.2 ( 18.5 ) Deferred tax effect ( 20.0 ) — 0.1 Net unrealized (loss) gain on foreign currency translation ( 92.0 ) 32.2 ( 18.4 ) Unrealized gain on derivative instruments Unrealized gain (loss) on derivative instruments before reclassification 30.7 0.1 ( 6.2 ) Net reclassification for (gain) loss to income from continuing operations ( 20.2 ) 9.2 ( 4.6 ) Net reclassification for (gain) loss to income from discontinued operations ( 2.4 ) 0.1 ( 0.4 ) Unrealized gain (loss) on derivative instruments after reclassification 8.1 9.4 ( 11.2 ) Deferred tax effect 2.3 ( 6.6 ) 11.7 Net unrealized gain on derivative instruments 10.4 2.8 0.5 Defined benefit pension gain (loss) Defined benefit pension gain (loss) before reclassification 18.3 11.7 ( 5.2 ) Net reclassification for loss to income from continuing operations 3.6 4.8 4.6 Net reclassification for gain to income from discontinued operations ( 0.1 ) ( 0.1 ) ( 0.3 ) Defined benefit pension gain (loss) after reclassification 21.8 16.4 ( 0.9 ) Deferred tax effect ( 8.9 ) ( 1.6 ) ( 0.3 ) Net defined benefit pension gain (loss) 12.9 14.8 ( 1.2 ) Deconsolidation of discontinued operations and assets held for sale — — 8.1 Net change to derive comprehensive income for the period ( 68.7 ) 49.8 ( 11.0 ) Comprehensive income 6.0 241.4 31.5 Comprehensive (loss) income from continuing operations attributable to non-controlling interest ( 0.4 ) — 0.1 Comprehensive (loss) income from discontinuing operations attributable to non-controlling interest ( 0.5 ) 0.4 0.3 Comprehensive income attributable to controlling interest $ 6.9 $ 241.0 $ 31.1 See accompanying notes to the consolidated financial statements 66 Table of Conten t s SB/RH Holdings, LLC Consolidated Statements of Shareholder’s Equity Years ended September 30, 2022, 2021 and 2020 (in millions) (in millions) Other Capital Accumulated Deficit Accumulated Other Comprehensive Loss Total Shareholder's Equity Non- controlling Interest Total Equity Balances at September 30, 2019 $ 2,113.3 $ ( 414.7 ) $ ( 273.5 ) $ 1,425.1 $ 9.6 $ 1,434.7 Net (loss) income from continuing operations — ( 108.7 ) — ( 108.7 ) 0.3 ( 108.4 ) Income from discontinued operations, net of tax — 150.5 — 150.5 0.4 150.9 Sale and deconsolidation of discontinued operations — — 8.1 8.1 — 8.1 Other comprehensive (loss) income, net of tax — — ( 19.5 ) ( 19.5 ) 0.4 ( 19.1 ) Restricted stock issued and related tax withholdings 4.5 — — 4.5 — 4.5 Share based compensation 36.3 — — 36.3 — 36.3 Dividends paid to parent — ( 241.0 ) — ( 241.0 ) — ( 241.0 ) Dividend paid by subsidiary to NCI — — — — ( 0.8 ) ( 0.8 ) Cumulative adjustment for adoption of new accounting standards — ( 0.3 ) 0.3 — — — 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 — 17.1 — 17.1 0.2 17.3 Income (loss) from discontinued operations, net of tax — 174.5 — 174.5 ( 0.2 ) 174.3 Other comprehensive income, net of tax — — 49.4 49.4 0.4 49.8 Restricted stock issued and related tax withholdings ( 7.3 ) — — ( 7.3 ) — ( 7.3 ) Share based compensation 28.0 — — 28.0 — 28.0 Dividends paid to parent — ( 192.3 ) — ( 192.3 ) — ( 192.3 ) Dividend paid by subsidiary to NCI — — — — ( 1.6 ) ( 1.6 ) Balances at September 30, 2021 2,174.8 ( 614.9 ) ( 235.2 ) 1,324.7 8.7 1,333.4 Net (loss) income from continuing operations — ( 75.2 ) — ( 75.2 ) 0.2 ( 75.0 ) Income from discontinued operations, net of tax — 148.8 — 148.8 0.9 149.7 Other comprehensive loss, net of tax — — ( 67.8 ) ( 67.8 ) ( 0.9 ) ( 68.7 ) Restricted stock issued and related tax withholdings ( 24.5 ) — — ( 24.5 ) — ( 24.5 ) Share based compensation 14.3 — — 14.3 — 14.3 Dividends paid to parent — ( 194.7 ) — ( 194.7 ) — ( 194.7 ) Dividend paid by subsidiary to NCI — — — — ( 1.4 ) ( 1.4 ) Balances at September 30, 2022 $ 2,164.6 $ ( 736.0 ) $ ( 303.0 ) $ 1,125.6 $ 7.5 $ 1,133.1 See accompanying notes to the consolidated financial statements. 67 Table of Conten t s SB/RH Holdings, LLC Consolidated Statements of Cash Flows Years ended September 30, 2022, 2021 and 2020 (in millions) (in millions) 2022 2021 2020 Cash flows from operating activities Net income $ 74.7 $ 191.6 $ 42.5 Income from discontinued operations, net of tax 149.7 174.3 150.9 Net (loss) income from continuing operations ( 75.0 ) 17.3 ( 108.4 ) Adjustments to reconcile net (loss) income to net cash from operating activities: Depreciation 49.0 51.9 59.3 Amortization 50.3 65.1 55.3 Share based compensation 9.1 27.2 30.5 Amortization of debt issuance costs and debt discount 7.1 5.6 5.5 Write-off of unamortized discount and debt issuance costs — 7.9 1.1 Gain from remeasurement of contingent consideration liability ( 28.5 ) — — Non-cash purchase accounting adjustments 8.3 7.3 — Gain on equity investment — ( 6.9 ) 16.8 Loss on sale of Coevorden operations — — 26.8 Write-off from impairment of intangible assets — — 24.2 Deferred tax (benefit) expense ( 44.2 ) ( 63.0 ) 11.8 Net changes in operating assets and liabilities Receivables ( 41.4 ) 57.3 ( 86.3 ) Inventories ( 153.7 ) ( 219.6 ) 36.2 Prepaid expenses and other ( 34.8 ) ( 9.6 ) 26.6 Accounts payable and accrued liabilities ( 19.6 ) 115.0 ( 95.5 ) Other 9.9 26.2 ( 12.2 ) Net cash (used) provided by operating activities from continuing operations ( 263.5 ) 81.7 ( 8.3 ) Net cash provided by operating activities from discontinued operations 177.7 199.2 88.5 Net cash (used) provided by operating activities ( 85.8 ) 280.9 80.2 Cash flows from investing activities Purchases of property, plant and equipment ( 64.0 ) ( 43.6 ) ( 44.1 ) Proceeds from disposal of property, plant and equipment 0.2 0.1 4.2 Proceeds from sale of Coevorden operations — — 29.0 Proceeds from sale of discontinued operations, net of cash — — 3.6 Business acquisitions, net of cash acquired ( 272.1 ) ( 429.9 ) ( 16.9 ) Proceeds from sale of equity investment — 73.1 147.1 Other investing activities — ( 0.4 ) 2.3 Net cash (used) provided by investing activities from continuing operations ( 335.9 ) ( 400.7 ) 125.2 Net cash used by investing activities from discontinued operations ( 23.9 ) ( 22.8 ) ( 16.9 ) Net cash (used) provided by investing activities ( 359.8 ) ( 423.5 ) 108.3 Cash flows from financing activities Payment of debt, including premium on extinguishment ( 12.7 ) ( 891.2 ) ( 134.3 ) Proceeds from issuance of debt 740.0 899.0 300.0 Payment of debt issuance costs ( 7.6 ) ( 12.6 ) ( 11.5 ) Payment of cash dividends to parent ( 194.7 ) ( 192.3 ) ( 241.0 ) Payment of contingent consideration ( 1.9 ) — ( 197.0 ) Net cash provided (used) by financing activities from continuing operations 523.1 ( 197.1 ) ( 283.8 ) Net cash used by financing activities from discontinued operations ( 3.1 ) ( 3.0 ) ( 2.0 ) Net cash provided (used) by financing activities 520.0 ( 200.1 ) ( 285.8 ) Effect of exchange rate changes on cash and cash equivalents ( 20.1 ) 1.3 5.1 Net change in cash, cash equivalents and restricted cash 54.3 ( 341.4 ) ( 92.2 ) Cash, cash equivalents, and restricted cash, beginning of period 188.3 529.7 621.9 Cash, cash equivalents, and restricted cash, end of period $ 242.6 $ 188.3 $ 529.7 Supplemental disclosure of cash flow information Cash paid for interest associated with continued operations $ 92.1 $ 86.4 $ 81.4 Cash paid for interest associated with discontinued operations $ 53.6 $ 50.0 $ 45.7 Cash paid for taxes associated with continued operations $ 32.6 $ 23.5 $ 20.2 Cash paid for taxes associated with discontinued operations $ 12.9 $ 11.5 $ 21.9 Non cash investing activities Acquisition of property, plant and equipment through capital leases $ 1.4 $ 9.4 $ 3.5 See accompanying notes to the consolidated financial statements. 68 Table of Contents SPECTRUM BRANDS HOLDINGS INC. SB/RH HOLDINGS, LLC NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 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 consolidated financial statements that follow include both consolidated SBH and SB/RH notes, unless otherwise indicated below. NOTE 1 - DESCRIPTION OF BUSINESS The Company is a diversified global branded consumer products company. We manage the businesses in three vertically integrated, product-focused segments: (i) Home and Personal Care (“HPC”), (ii) Global Pet Care (“GPC”), and (iii) Home and Garden (“H&G”). The Company manufactures, markets and/or distributes its products globally in the North America (“NA”), Europe, Middle East & Africa (“EMEA”), Latin America (“LATAM”) and Asia-Pacific (“APAC”) regions through a variety of trade channels, including retailers, wholesalers and distributors. We enjoy strong name recognition under our various brands and patented technologies across multiple product categories. Global and geographic strategic initiatives and financial objectives are determined at the corporate level. Each segment is responsible for implementing defined strategic initiatives and achieving certain financial objectives and has a president responsible for sales and marketing initiatives and the financial results for all product lines within that segment. The segments are supported through center-led shared service enabling functions consisting of finance and accounting, information technology, legal and human resource, supply chain and commercial operations. See Note 21 – Segment Information for more information pertaining to segments of continuing operations. The following is an overview of the consolidated business, by segment, summarizing product types and brands: Segment Products Brands HPC Home Appliances: Small kitchen appliances including toaster ovens, coffeemakers, slow cookers, air fryers, blenders, hand mixers, grills, food processors, juicers, toasters, irons, kettles, and breadmakers. Personal Care: Hair dryers, flat irons and straighteners, rotary and foil electric shavers, personal groomers, mustache and beard trimmers, body groomers, nose and ear trimmers, women's shavers, haircut kits and intense pulsed light hair removal systems. Home Appliances: Black & Decker®, Russell Hobbs®, George Foreman®, PowerXL®, Emeril Legasse®, Copper Chef ®, Toastmaster®, Juiceman®, Farberware®, and Breadman® Personal Care: Remington® GPC Companion Animal: Rawhide chews, dog and cat clean-up, training, health and grooming products, small animal food and care products, rawhide-free dog treats, and wet and dry pet food for dogs and cats. Aquatics: Consumer and commercial aquarium kits, stand-alone tanks; aquatics equipment such as filtration systems, heaters and pumps; and aquatics consumables such as fish food, water management and care. Companion Animal: 8IN1® (8-in-1), Dingo®, Nature's Miracle®, Wild Harvest™, Littermaid®, Jungle®, Excel®, FURminator®, IAMS® (Europe only), Eukanuba® (Europe only), Healthy-Hide®, DreamBone®, SmartBones®, ProSense®, Perfect Coat®, eCOTRITION®, Birdola®, Good Boy®, Meowee!®, Wildbird®, and Wafcol®. Aquatics: Tetra®, Marineland®, Whisper®, Instant Ocean®, GloFish®, OmegaOne® and OmegaSea® H&G Household: Household pest control solutions such as spider and scorpion killers; ant and roach killers; flying insect killers; insect foggers; wasp and hornet killers; and bedbug, flea and tick control products. Controls: Outdoor insect and weed control solutions, and animal repellents such as aerosols, granules, and ready-to-use sprays or hose-end ready-to-sprays. Repellents: Personal use pesticides and insect repellent products, including aerosols, lotions, pump sprays and wipes, yard sprays and citronella candles. Cleaning: Household surface cleaning, maintenance, and restoration products, including bottled liquids, mops, wipes and markers. Household: Hot Shot®, Black Flag®, Real-Kill®, Ultra Kill®, The Ant Trap® (TAT), and Rid-A-Bug®. Controls: Spectracide®, Garden Safe®, Liquid Fence®, and EcoLogic®. Repellents: Cutter® and Repel®. Cleaning: Rejuvenate® SB/RH is a wholly owned subsidiary of SBH and represents substantially all of its assets, liabilities, revenues, expenses and operations. Spectrum Brands, Inc. (“SBI”), a wholly-owned subsidiary of SB/RH, incurred certain debt guaranteed by SB/RH and domestic subsidiaries of SBI. See Note 12 - Debt for more information pertaining to debt. SBI represents all of SB/RH assets, liabilities, revenues, expenses and operations. The reportable segments of SB/RH are consistent with the segments of SBH. On September 8, 2021, the Company entered into a definitive Asset and Stock Purchase Agreement with ASSA ABLOY AB ("ASSA") to sell its Hardware and Home Improvement ("HHI") segment for cash proceeds of $ 4.3 billion, subject to customary purchase price adjustments. HHI consists of residential locksets and door hardware, including knobs, levers, deadbolts, handle sets, and electronic and connected locks under the Kwikset®, Weiser®, Baldwin®, Tell Manufacturing®, and EZSET® brands; kitchen and bath faucets and accessories under the Pfister® brand; and builders' hardware consisting of hinges, metal shapes, security hardware, rack and sliding door hardware, and gate hardware under the National Hardware® and FANAL® brands. The Company's assets and liabilities associated with the HHI disposal group have been classified as held for sale and the HHI operations have been classified as discontinued operations for all periods presented and notes to the consolidated financial statements have been updated for all periods presented to exclude information pertaining to discontinued operations and reflect only the continuing operations of the Company. Refer to Note 3 – Divestitures for more information on the HHI divestiture including the assets and liabilities classified as held for sale and income from discontinued operations. 69 Table of Contents SPECTRUM BRANDS HOLDINGS INC. SB/RH HOLDINGS, LLC NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES AND PRACTICES Principles of Consolidation and Fiscal Year End The consolidated financial statements include the financial statements of the Company and its majority owned subsidiaries and have been prepared in accordance with Accounting Principles Generally Accepted in the United States (“GAAP”). All intercompany transactions have been eliminated. The Company’s fiscal year ends September 30 and 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. For the year ended September 30, 2022, the fiscal quarters were comprised of the three months ended January 2, 2022, April 3, 2022, July 3, 2022, and September 30, 2022. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Cash and Cash Equivalents The Company considers all highly liquid temporary instruments purchased with original maturities of three months or less from date of purchase to be cash equivalents. Receivables Trade accounts receivable are carried at net realizable value. The Company extends credit to its customers based upon an evaluation of the customer’s financial condition and credit history, but generally does not require collateral. The Company monitors its customers’ credit and financial condition based on changing economic conditions and will make adjustments to credit policies as required. Provisions for losses on uncollectible trade receivables are determined based on ongoing evaluations of the Company’s receivables, principally on the basis of historical collection experience and evaluations of the risks of nonpayment or return for a given customer. See Note 8 - Receivables for further detail. Inventories The Company’s inventories are valued at the lower of cost or net realizable value. Cost of inventories is determined using the first-in, first-out (FIFO) method. See Note 9 - Inventory for further detail. Property, Plant and Equipment Property, plant and equipment are recorded at cost. Depreciation is calculated on the straight-line basis over the estimated useful lives of the assets. Property, plant and equipment held under finance leases are depreciated on a straight-line basis over the shorter of the lease term or estimated useful life of the asset; such amortization is included in depreciation expense. See Note 10 - Property, plant and equipment for further detail. The Company uses accelerated depreciation methods for income tax purposes. Useful lives for property, plant and equipment are as follows: Asset Type Range Buildings and improvements 20 - 40 years Machinery and equipment 2 - 15 years Expenditures which substantially increase value or extend useful lives are capitalized. Expenditures for maintenance and repairs are charged to operations as incurred. The Company records gains and losses on the disposition or retirement of property, plant and equipment based on the net book value and any proceeds received. Long-lived fixed assets held and used are reviewed for impairment when events or changes in business circumstances indicate that the carrying amount of the assets may not be fully recoverable. Circumstances such as the discontinuation of a product or product line, a sudden or consistent decline in the sales forecast for a product, changes in technology or in the way an asset is being used, a history of operating or cash flow losses or an adverse change in legal factors or in the business climate, among others, may trigger an impairment review. If such indicators are present, the Company performs undiscounted cash flow analyses to determine if impairment exists. The asset value would be deemed impaired if the undiscounted cash flows generated did not exceed the carrying value of the respective asset group. If impairment is determined to exist, any related impairment loss is calculated based on fair value. Assets to be disposed of are reported at the lower of the carrying amount or fair value less costs to sell. Goodwill Goodwill reflects the excess of acquisition cost over the aggregate fair value assigned to identifiable net assets acquired. Goodwill is not amortized, but instead is assessed for impairment at least annually and as triggering events or indicators of potential impairment are identified. Goodwill has been assigned to reporting units for purposes of impairment testing based upon the relative fair value of the asset to each reporting unit. Our reporting units are consistent with our segments. See Note 21 - Segment Information for further discussion. Goodwill is tested for impairment in the fourth quarter of its fiscal year by either performing a qualitative assessment or a quantitative test for some, or all reporting units. The Company evaluates qualitative factors to determine whether it is more likely than not that the fair value of the reporting unit is less than its carrying amount. In performing a qualitative assessment, the Company considers events and circumstances, including, but not limited to, macroeconomic conditions, industry and market considerations, cost factors, overall financial performance, changes in management or key personnel, changes in strategy, changes in customers, changes in market value, composition or carrying amount of a reporting unit’s net assets, and considering any changes in the market price of the Company’s common stock. If the Company determines that it is more likely than not the carrying value is greater than the fair value of a reporting unit after assessing the totality of facts and circumstances, a quantitative assessment is performed to determine the reporting unit fair value and measure the impairment. If the Company determines that it is more likely than not the fair value is greater than the carrying amount, then a quantitative assessment is not required. 70 Table of Contents SPECTRUM BRANDS HOLDINGS INC. SB/RH HOLDINGS, LLC NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES AND PRACTICES (continued) In estimating the fair value of our reporting units for a quantitative impairment assessment, we use a discounted cash flow methodology, which requires us to estimate future revenues, expenses, and capital expenditures and make assumptions about our weighted average cost of capital and perpetuity growth rate, among other variables. We test the aggregate estimated fair value of our reporting units by comparison to our total market capitalization, including both equity and debt capital. The fair value of each reporting unit is compared to its carrying value, including goodwill. If the fair value of a reporting unit is less than its carrying value, an impairment loss would be recognized equal to that excess; however the loss recognized cannot exceed the total amount of goodwill allocated to that reporting unit. See Note 11 - Goodwill and Intangible Assets for further detail. Intangible Assets Intangible assets are recorded at cost or at estimated fair value if acquired in a business combination. Customer lists, proprietary technology and certain trade name intangibles are amortized, using the straight-line method, over their estimated useful lives. The ranges of useful lives for definite-lived intangibles assets are as follows: Asset Type Range Customer relationships 12 - 20 years Technology assets 8 - 18 years Tradenames 5 - 10 years Definite-lived intangible assets held and used are reviewed for impairment when events or changes in business circumstances indicate that the carrying amount of the assets may not be recoverable. If indicators of potential impairment are identified, the Company performs an undiscounted cash flow analysis to determine if impairment exists. The asset value would be deemed impaired if the undiscounted cash flows expected to be generated by the asset did not exceed the carrying value of the respective asset group. If impairment is determined to exist, any related impairment loss is calculated based on fair value. Certain trade name intangible assets have an indefinite life and are not amortized, but instead are assessed for impairment at least annually, in the fourth quarter of its fiscal year by either performing a qualitative assessment or a quantitative test for some or all indefinite lived intangible assets. The Company evaluates qualitative factors to determine whether it is more likely than not that the fair value of the indefinite lived intangible assets is less than its carrying amount. In performing a qualitative assessment, the Company considers events and circumstances, including, but not limited to, macroeconomic conditions, industry and market conditions, cost factors, changes in strategy and overall financial performance. If the Company determines that it is more likely than not the carrying value is greater than the fair value of an indefinite lived intangible asset, a quantitative assessment is performed to determine the fair value and measure the impairment. If the Company determines that it is more likely than not the fair value is greater than the carrying amount, then a quantitative assessment is not required. The quantitative impairment analysis of indefinite lived intangible assets compares the estimated fair value of the identified trade names to their carrying value to determine if impairment exists. If the fair value is less than the carrying value, an impairment loss is recorded for the excess. The fair value of indefinite-lived intangible assets is determined using an income approach, the relief-from-royalty methodology, which requires us to make estimates and assumptions about future revenues, royalty rates, and the discount rate, among others. See Note 11 - Goodwill and Intangible Assets for further detail. Assets Held for Sale and Discontinued Operations An asset, group of assets, or qualifying business are considered held for sale when they meet all the applicable criteria; including: (i) having the authority to sell, (ii) being available to sell in their present condition, (iii) having an active program to locate buyers, (iv) being actively marketed at current fair value, and (v) considered probable of selling within one year. Assessment for held for sale are performed at least quarterly or when events or changes in business circumstances indicate that a change in classification may be necessary. Assets and liabilities of a qualifying business are excluded from the net assets of continuing operations, separated in a disposal group and classified as held for sale in the period in which the held for sale criteria was met. Corporate debt is not included as a component of the disposal group, regardless of repayment provisions, and only debt directly attributable to the divested operations may be included as held for sale. Assets and liabilities held for sale are recorded at the lower of its carrying amount or estimated fair value less expected cost to sell and any unrecognized other comprehensive loss. Assets held for sale do not experience any subsequent depreciation or amortization after being classified as held for sale. Assets held for sale are reviewed for impairment at least quarterly, and if the carrying amount of the disposal group exceeds the estimated fair value less cost to sell, a loss is recognized. If a business is classified as held for sale after the balance sheet date but before the financial statements are issued or are available to be issued, the business continues to be classified as held and used in those financial statements when issued or when available to be issued. The Company reports the results of operations of a business as discontinued operations if a disposal represents a strategic shift that has (or will have) a major effect on an entity’s operations and financial results when the business is sold and meets the criteria for being classified as held for sale. Assets and liabilities of a disposal group classified as held for sale and related to discontinued operations are presented as held for sale for all current and prior periods presented within the statement of a financial position. The results of discontinued operations are reported in Income From Discontinued Operations, Net of Tax in the accompanying Consolidated Statements of Income for the current and prior periods commencing in the period in which the business meets the held for sale criteria, and includes any gain or loss recognized on closing, or adjustment of the carrying amount to fair value less cost to sell while being held for sale. Loss realized upon change of classification to held for sale is recognized as a loss to continuing operations. Income from discontinued operations includes only direct costs attributable to the divested business and excludes any indirect cost allocation associated with any shared or corporate led functions unless otherwise dedicated to the divested business. Transactions between the businesses held for sale and businesses held for use that are expected to continue to exist after the disposal are not eliminated to appropriately reflect the continuing operations and balances held for sale. Interest costs from corporate debt, excluding premium payments or loss on extinguishment of debt, may be included as a component of income from discontinued operations specifically attributable to interest from corporate debt that is obligated to be repaid following the completion of a divestiture; plus the allocation of interest cost 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 plus consolidated debt, excluding debt assumed in transaction, required to be repaid, or directly attributable to other operations of the Company. Amounts within accumulated other comprehensive income directly associated with a divested business are not realized as a component of Income from Discontinued Operations until completion of the sale or disposition. See Note 3 - Divestitures for further detail. 71 Table of Contents SPECTRUM BRANDS HOLDINGS INC. SB/RH HOLDINGS, LLC NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES AND PRACTICES (continued) Debt Issuance Costs Debt issuance costs are deferred and amortized to interest expense using the effective interest method over the lives of the related debt agreements. Debt issuance costs are included as a reduction to Long Term Debt, Net of Current Portion in the Consolidated Statements of Financial Position. Amortization of debt issuance costs is recognized as a component of Interest Expense in the Consolidated Statements of Income. See Note 12 - Debt for further detail. Financial Instruments Derivative financial instruments are used by the Company principally in the management of its foreign currency exposures. The Company does not hold or issue derivative financial instruments for trading or speculative purposes. Derivative assets and liabilities are reported at fair value in the Consolidated Statements of Financial Position. When hedge accounting is elected at inception, the Company formally designates the financial instrument as a hedge of a specific underlying exposure and documents both the risk management objectives and strategies for undertaking the hedge. Depending on the nature of derivatives designated as hedging instruments, changes in fair value are either offset against the change in fair value of the hedged assets or liability through earnings, or recognized in equity through other comprehensive income until the hedged item is recognized. Derivative instruments that hedge the exposure to variability in expected future cash flows and are designated as cash flow hedges, and the entire change in the fair value of the hedging instrument is recorded as a component of Accumulated Other Comprehensive (Loss) Income (“AOCI”) in Shareholders’ Equity. Those amounts are subsequently reclassified to earnings in the same line item in the Consolidated Statement of Income as impacted by the hedge item when the hedged item affects earnings. To receive hedge accounting treatment, cash flow hedges must be highly effective in offsetting changes to expected future cash flows on hedged transactions. For derivatives that do not qualify for hedge accounting treatment, the change in the fair value is recognized in earnings. See Note 14 - Derivatives for further detail. Treasury Stock Treasury stock purchases are stated at average cost and presented as a separate reduction of equity. Noncontrolling Interest Noncontrolling interest recognized in the consolidated equity of the Company is the minority interest ownership in equity of a consolidated subsidiary that is not attributable, directly or indirectly, to the parent company, SBH; and recognized separate from shareholders’ equity in the Consolidated Statement of Financial Position. Income from a consolidated subsidiary with a minority interest ownership is allocated to the minority interest and considered attributable to the noncontrolling interest in the Consolidated Statement of Income. Business Combinations and Acquisition Accounting The Company accounts for acquisitions by applying the acquisition method of accounting when the transaction or event is considered a business combination, which requires that the assets acquired and liabilities assumed constitute a business. A defined business is generally an acquired group of assets with inputs and processes that make it capable of generating a return or economic benefit for the acquirer. The acquisition method of accounting requires, among other things, that the assets acquired and liabilities assumed in a business combination be measured at their fair values as of the closing date of the acquisition. See Note 4 – Acquisitions for further detail. Revenue Recognition Product Sales Our customers mostly consist of retailers, wholesalers and distributors, and construction companies with the intention to sell and distribute to an end consumer. The Company recognizes revenue from the sale of products upon transfer of control to the customer. For the majority of our product sales, the transfer of control is recognized when we ship the product from our facilities to the customer unless we retain title and risk of loss upon shipment and we arrange and paid for freight such that we retain physical possession and control during delivery. Licensing Revenue The Company also sells licenses of its brands to third-party sellers and manufacturers for the development, production, sales & distribution of products that are not directly managed or offered by the Company. The Company maintains all right of ownership of the intellectual property and contracts with its customer for the use of the intellectual property in their operations. Revenue derived from the right-to-access licenses is recognized using the over time revenue recognition method, applying the ‘as-invoiced’ practical expedient method at the amount we are able to bill using a time-elapsed measure of progress, taking into consideration any minimum guarantee provisions under the contract, as it appropriately depicts its performance of providing access to the Company’s brands, trade names, logos, etc. Other Revenue Other revenue consists primarily of installation or maintenance services that are provided to certain customers in the GPC segment. The services are often associated with the sale of product but are also provided separately and are considered a distinct performance obligation separate from product sales. With the acquisition of the Tristar Business, the Company also sells extended warranty coverage for certain Tristar Business products that are sold directly to consumers, which is sold as a separate contract and recognized as a separate performance obligation that is distinct from the product. The extended warranty is initially recognized as deferred revenue and amortized on a straight-line basis to Net Sales over the life of the contracts. Variable Consideration and Cash Paid to Customers The Company measures revenue as the amount of consideration for which it expects to be entitled in exchange for transferring goods or providing services. Certain retailers and/or end customers may receive cash or non-cash incentives such as rebates, volume or trade discounts, cooperative advertising, price protection, service level penalties, and other customer-related programs, which are accounted for as variable consideration. Estimated amounts are included in the transaction price to the extent it is probable that a significant reversal of revenue recognized will not occur when the uncertainty is resolved. Estimates of variable consideration and determination of whether to include estimated amounts in the transaction price are based largely on an assessment of the anticipated performance and all information (historical, current and forecasted) that is reasonably available. The estimated liability for sales discounts and other programs and allowances is calculated using the expected value method or most likely amount and recorded at the time of sale as a reduction of net sales. 72 Table of Contents SPECTRUM BRANDS HOLDINGS INC. SB/RH HOLDINGS, LLC NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES AND PRACTICES (continued) The Company may also enter into various arrangements, primarily with retail customers, which require the Company to make upfront cash payments to secure the right to distribute through such customers. The Company defers the cost of these payments, provided they are supported by a volume-based arrangement with the retailer with a period of 12 months or longer, and amortizes the associated payment over the appropriate time or volume-based term of the arrangement. Deferred payments are recognized as a contract asset and are reported in the Consolidated Statements of Financial Position as Deferred Charges and Other Assets with related amortization treated as a reduction in Net Sales. Product Returns In the normal course of business, the Company may allow customers to return product 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. For the anticipated value of the returns, the Company will recognize a return liability in Other Current Liabilities and a separate return asset included in the Prepaid Expenses and Other Current Assets, when applicable. See Note 6 - Revenue Recognition for further discussion on product returns. Product returns do not include provisions for warranties provided to end-consumers of the Company's products, which are recognized as a component of the Company's cost of goods sold. See Note 20 - Commitments and Contingencies for further discussion on product warranty. Practical Expedients and Exemptions: • The Company does not adjust the promised amount of consideration for the effects of a significant financing component, as the period between the transfer of a promised good or service to a customer and the customer’s payment for the good or service is one year or less. • The Company does not assess whether promised goods or services are performance obligations if they are immaterial in the context of the contract with the customer. • The Company does not disclose the value of unsatisfied performance obligations for (i) contracts with an original expected length of one year or less and (ii) contracts for which we recognize revenue at the amount to which we have the right to invoice for services performed. The estimated revenue expected to be recognized in the future related to performance obligations that are unsatisfied or partially unsatisfied at the end of the reporting period is immaterial. • The Company generally expenses sales commissions and other contract and fulfillment costs when the amortization period is less than one year. The Company records these costs within selling, general and administrative expenses. For costs amortized over a period longer than one year, such as fixtures which are much more permanent in nature, the Company defers and amortizes over the supportable period based upon historical assumptions and analysis. The costs for permanent displays are incorporated into the pricing of product sold to customer. • The Company excludes all sales taxes that are assessed by a governmental authority from the transaction price. See Note 6 – Revenue Recognition for further detail. Shipping and Handling Costs Shipping and handling costs include costs incurred with third-party carriers to transport products to customers and salaries and overhead costs related to activities to prepare the Company’s products for shipment at the Company’s distribution facilities. Shipping and handling costs were $ 274.2 million, $ 216.3 million and $ 172.8 million during the years ended September 30, 2022, 2021 and 2020, respectively. The Company accounts for shipping and handling activities, which occur after control of the related goods transfers, as fulfillment activities instead of assessing such activities as performance obligations. Shipping and handling costs are included in Selling Expenses in the Consolidated Statements of Income. Advertising Costs Advertising costs include agency fees and other costs to create advertisements, as well as costs paid to third parties to print or broadcast the Company’s advertisements and are expensed as incurred. The Company incurred advertising costs of $ 64.1 million, $ 54.0 million and $ 40.7 million during the years ended September 30, 2022, 2021 and 2020, respectively. Advertising costs are included in Selling Expenses in the Company’s Consolidated Statements of Income. Research and Development Costs Research and development costs are charged to expense in the period they are incurred. Environmental Expenditures Environmental expenditures that relate to current operations or to conditions caused by past operations are expensed or capitalized as appropriate. The Company determines its liability for environmental matters on a site-by-site basis and records a liability at the time when it is probable that a liability has been incurred and such liability can be reasonably estimated. The estimated liability is not reduced for possible recoveries from insurance carriers. Environmental costs include initial site surveys, costs for remediation and restoration and ongoing monitoring costs, as well as fines, damages and other costs, when applicable and estimable. Adjustments to initial estimates are recorded, from time to time, to reflect changing circumstances and estimates based upon additional information developed in subsequent periods. Estimated environmental remediation expenditures are included in the determination of the net realizable value recorded for assets held for sale. See Note 20 - Commitments and Contingencies for further discussion. Restructuring Charges The Company regularly enters into various restructuring initiatives, optimization projects, strategic transactions, and other business development activities that may include the recognition of exit or disposal costs. Exit or disposal costs include, but are not limited to, the costs of termination benefits, such as a one-time involuntary severance or retention bonuses, one-time contract termination costs (excluding leases), and other costs associated with non-termination type costs related to restructuring initiatives such as incremental costs for the sale or termination of a line of business, closure or consolidation of operating facilities or business locations in a country or region, relocation of business activities and employees from one location to another, change in management structure, transition of third-party providers and a fundamental reorganization that affects the nature and focus of operations, among others. Restructuring charges associated with manufacturing are recorded as Cost of Goods Sold. Restructuring charges associated with administrative functions are recorded as operating expenses, such as initiatives impacting sales, marketing, distribution or other non-manufacturing related functions. 73 Table of Contents SPECTRUM BRANDS HOLDINGS INC. SB/RH HOLDINGS, LLC NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES AND PRACTICES (continued) Liabilities from restructuring charges are recorded for estimated costs of facility closures, significant organizational adjustments and measures undertaken by management to exit certain activities. Costs for such activities are estimated by management after evaluating detailed analyses of the costs to be incurred. Such liabilities or asset reductions could include amounts for items such as severance costs and related benefits, lease termination payments and any other items directly related to the exit activities. Impairment of property and equipment and other current or long-term assets as a result of a restructuring initiative is recognized as a reduction of the appropriate asset. See Note 5 - Restructuring Charges for further detail. Leases The Company determines if an arrangement is a lease at inception, considering whether the contract conveys a right to control the use of the identified asset for a period of time in exchange for consideration. Leases are classified as operating or finance leases at the commencement date of the lease. Operating leases are included in Operating Lease Assets, Other Current Liabilities and Long-Term Operating Lease Liabilities on the Consolidated Statement of Financial Position. Finance leases are included in Property, Plant and Equipment, Current Portion of Long-Term Debt, and Long-Term Debt, Net of Current Portion on the Consolidated Statement of Financial Position. Right of use ("ROU") lease assets and liabilities are recognized based on the present value of future minimum lease payments over the lease term at commencement date. ROU lease liabilities are classified between current and long-term liabilities based on their payment terms. The ROU operating lease asset includes prepaid rent and reflects the unamortized balance of lease incentives. Our leases may include renewal options, and we include the renewal option in the lease term if we conclude that it is reasonably certain that we will exercise that option. The Company’s lease agreements do not contain any material residual value guarantees or material restrictive covenants. Lease expense for operating leases is recognized on a straight-line basis over the lease term. Variable lease payments that do not depend on an index or a rate, such as the Company’s proportionate share of actual costs for utilities, common area maintenance, insurance, and property taxes, are excluded from the measurement of the lease liability, unless subject to fixed minimum requirements and are recognized as variable lease cost when the obligation for that payment is incurred. As most of the Company’s leases do not provide the lease implicit rates, the Company uses its incremental borrowing rates as the discount rate, adjusted as applicable, based on the information available at the lease commencement dates to determine the present value of lease payments. The incremental borrowing rate represents an estimate of the interest rate the Company would incur to borrow, on a collateralized basis and in a similar economic environment, over the term of a lease. The Company may use the lease implicit rate, if readily determinable, as the discount rate to determine the present value of lease payments. See Note 13 – Leases for additional information. We review the impairment of our ROU lease assets consistent with the approach applied for our other long-lived assets. ROU lease assets are reviewed for impairment when events or changes in business circumstances indicate that the carrying amount of the assets may not be fully recoverable. Circumstances such as the discontinuation of a product or product line, a sudden or consistent decline in the sales forecast for a product, changes in technology or in the way an asset is being used, early termination or exit of a lease agreement, a history of operating or cash flow losses or an adverse change in legal factors or in the business climate, among others, may trigger an impairment review. If such indicators are present, the Company performs an undiscounted cash flow analysis to determine if impairment exists. The asset value would be deemed impaired if the undiscounted cash flows generated did not exceed the carrying value of the respective asset group. If impairment is determined to exist, any related impairment loss is calculated based on fair value. Income Taxes Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. The Company recognizes the effect of income tax positions only if those positions are more likely than not of being sustained. Recognized income tax positions are measured at the largest amount that is greater than 50 % likely of being realized. Changes in recognition or measurement are reflected in income tax expense in the period in which the change in judgment occurs. Accrued interest expense and penalties related to uncertain tax positions are recorded in Income Tax Expense. See Note 16 - Income Taxes for further detail. Foreign Currency Translation Local currencies are considered the functional currencies for most of the Company’s operations outside the United States. Assets and liabilities of the Company’s foreign subsidiaries are translated at the rate of exchange existing at year-end, with revenues, expenses and cash flows translated at the average of the monthly exchange rates. Adjustments resulting from translation of the financial statements are recorded as a component of equity in Accumulated Other Comprehensive Income (“AOCI”), including the effects of exchange rate changes on intercompany balances of a long-term investment nature. Foreign currency transaction gains and losses for transactions denominated in a currency other than the functional currency are reported in Other Non-Operating Expense, Net in the Consolidated Statements of Income in the period they occur. Exchange losses on foreign currency transactions were $ 14.5 million, $ 1.5 million, and $ 7.1 million for the years ended September 30, 2022, 2021 and 2020, respectively. 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 consolidated financial statements. 74 Table of Contents SPECTRUM BRANDS HOLDINGS INC. SB/RH HOLDINGS, LLC NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES AND PRACTICES (continued) 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 . In January 2021, the FASB clarified the scope of that guidance with the issuance of ASU 2021-01 ,“Reference Rate Reform: Scope.” This ASU provides optional expedient 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 ASUs can be adopted no later than December 31, 2022 with early adoption permitted. The adoption will not have a material impact on the Company's consolidated financial statements. In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers . This ASU requires that an acquirer recognize, and measure contract assets and contract liabilities acquired in a business combination in accordance with ASC 606 “Revenue from Contracts with Customers” (Topic 606) as if it had originated the contracts. Generally, this would result in an acquirer recognizing and measuring the acquired contract assets and contract liabilities consistent with how they were recognized and measured in the acquiree’s financial statements if the acquiree prepared financial statements in accordance with US GAAP. This standard is effective for fiscal years beginning after December 15, 2023 including interim periods within the fiscal year. Early adoption is permitted. The standard is applied prospectively to business combinations occurring on or after the effective date of the amendments. The impact will be based on future business combinations after we adopt the standard. NOTE 3 – DIVESTITURES The following table summarizes the components of Income from Discontinued Operations, Net of Tax in the accompanying Consolidated Statement of Income for the years ended September 30, 2022, 2021, and 2020: (in millions) 2022 2021 2020 Income from discontinued operations before income taxes - HHI $ 253.3 $ 288.2 $ 227.8 (Loss) income from discontinued operations before income taxes - Other ( 3.8 ) ( 7.3 ) 4.1 Interest on corporate debt allocated to discontinued operations 46.4 44.5 47.3 Income from discontinued operations before income taxes 203.1 236.4 184.6 Income tax expense from discontinued operations 53.4 62.1 33.7 Income from discontinued operations, net of tax 149.7 174.3 150.9 Income (loss) from discontinued operations, net of tax attributable to noncontrolling interest 0.9 ( 0.2 ) 0.4 Income from discontinued operations, net of tax attributable to controlling interest $ 148.8 $ 174.5 $ 150.5 Interest from corporate debt allocated to discontinued operations includes interest on 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 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, are not classified as held for sale as they are not directly attributable to the identified disposal groups. Hardware and Home Improvement ("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 has 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 agreement and reverse transition services agreement. The consummation of the acquisition is subject to certain customary 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. 75 Table of Contents SPECTRUM BRANDS HOLDINGS, INC. SB/RH HOLDINGS, LLC NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS NOTE 3 – DIVESTITURES (continued) 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. On July 14, 2022, the parties entered into an amendment to the ASPA (the “Amendment”) pursuant to which the Termination Date was extended to June 30, 2023. Except for the foregoing amendment to the Termination Date, the ASPA remains in full force and effect as written, including with respect to the termination fee of $ 350 million. The Company continues to engage with antitrust regulators in the regulatory review of the HHI transaction and the extension is intended to provide the parties with additional time (to the extent needed) to satisfy the conditions related to receipt of governmental clearances. On September 15, 2022, the Department of Justice ("DOJ") filed a complaint seeking to enjoin the transaction and block the acquisition of the HHI division by ASSA. Both the Company and ASSA have stated their disagreement with the DOJ's concerns. The Company expects that the trial will occur in April 2023. The Company and ASSA will jointly defend the transaction in the litigation. ASSA has also announced that, to resolve all the alleged competitive concerns surrounding the acquisition of HHI, it has initiated a process to sell its Emtek and its smart residential business in the U.S. and Canada. The Company continues to recognize the HHI division as held for sale and as a component of our discontinued operations. The parties are committed to closing the HHI transaction and the Company and ASSA both continue to expect that they will obtain all the required governmental clearances and will close the HHI transaction. The following table summarizes the assets and liabilities of the HHI disposal group classified as held for sale as of September 30, 2022 and 2021: (in millions) 2022 2021 Assets Trade receivables, net $ 135.5 $ 130.2 Other receivables 6.7 12.1 Inventories 327.1 332.2 Prepaid expenses and other current assets 33.1 39.1 Property, plant and equipment, net 166.6 143.5 Operating lease assets 63.6 55.5 Deferred charges and other 11.7 11.7 Goodwill 698.6 710.9 Intangible assets, net 373.8 374.8 Total assets of business held for sale $ 1,816.7 $ 1,810.0 Liabilities Current portion of long-term debt $ 1.4 $ 1.5 Accounts payable 224.7 206.6 Accrued wages and salaries 32.7 41.7 Other current liabilities 79.9 75.9 Long-term debt, net of current portion 54.6 54.4 Long-term operating lease liabilities 46.9 48.6 Deferred income taxes 10.1 7.8 Other long-term liabilities 13.4 17.8 Total liabilities of business held for sale $ 463.7 $ 454.3 The following table summarizes the components of income from discontinued operations before income taxes associated with the HHI divestiture in the accompanying Consolidated Statements of Operations for the years ended September 30, 2022, 2021 and 2020: (in millions) 2022 2021 2020 Net sales $ 1,652.3 $ 1,615.8 $ 1,342.1 Cost of goods sold 1,096.3 1,025.3 850.3 Gross profit 556.0 590.5 491.8 Operating expenses 298.0 293.1 257.1 Operating income 258.0 297.4 234.7 Interest expense 3.4 3.4 3.5 Other non-operating expense, net 1.3 5.8 3.4 Income from discontinued operations before income taxes $ 253.3 $ 288.2 $ 227.8 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 asset held for sale as the purchase price of the business less estimated cost to sell is more than its carrying value. 76 Table of Contents SPECTRUM BRANDS HOLDINGS, INC. SB/RH HOLDINGS, LLC NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS NOTE 3 – DIVESTITURES (continued) The following table presents significant non-cash items and capital expenditures of discontinued operations from the HHI divestiture: (in millions) 2022 2021 2020 Depreciation and amortization $ — $ 31.1 $ 33.9 Share and incentive based compensation $ 5.3 $ 0.8 $ 6.0 Purchases of property, plant and equipment $ 23.9 $ 22.8 $ 16.9 Other Loss from discontinued operations before income taxes – other includes incremental pre-tax loss for changes to tax and legal indemnifications and other agreed-upon funding under the acquisition agreements for the sale and divestiture of the 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. 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. As of September 30, 2022 and 2021, the Company recognized $ 22.3 million and $ 36.5 million respectively, related to indemnification payables in accordance with the acquisition agreements, including $ 7.0 million and $ 17.3 million within Other Current Liabilities, respectively, and $ 15.3 million and $ 19.2 million, within Other Long-Term Liabilities, respectively, on the Company’s Consolidated Statements of Financial Position, primarily attributable to income tax indemnifications associated with previously recognized uncertain tax benefits. The Company entered into a series of transition services agreements ("TSAs") 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 were 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 to 24 months. Charges associated with TSAs and reverse TSAs are recognized as a reduction to or increase in the respective 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 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. The Company had exited all outstanding TSAs with Energizer and Varta by January 2021. The following table summarizes the TSA income and expenses during the years ended September 30, 2021 and 2020: (in millions) 2021 2020 TSA income $ 0.9 $ 9.6 TSA expense 2.6 13.5 Net TSA (loss) income $ ( 1.7 ) $ ( 3.9 ) Coevorden Operations On March 29, 2020, the Company completed its sale of the dog and cat food (“DCF”) production facility and distribution center in Coevorden, Netherlands (“Coevorden Operations”) pursuant to an agreement with United Petfood Producers NV (“UPP”) for total cash proceeds of $ 29.0 million. The divestiture does not constitute a strategic shift for the Company and therefore is not considered discontinued operations. The divestiture of the Coevorden Operations was defined as a disposal of a business and a component of the GPC segment and reporting unit, resulting in the allocation of $ 10.6 million of GPC goodwill to the disposal group based upon a relative fair-value allocation. The Company realized a loss on assets held for sale of $ 26.8 million during the year ended September 30, 2020. The Company and UPP entered into related agreements ancillary to the acquisition that became effective upon the consummation of the acquisition, including a TSA. The Company will continue to operate its commercial DCF business following the divestiture of the Coevorden Operations and entered into a manufacturing agreement with UPP to supply the continuing DCF business, subject to an incremental tolling charge. NOTE 4 – 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 12 - 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 Legasse® brands in the US, Canada, Mexico, and the United Kingdom for certain designated product categories of household appliances within the Home and Personal Care ("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, that increase 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 Consolidated Statements of Income and reported within the HPC reporting segment for the year ended September 30, 2022. 77 Table of Contents SPECTRUM BRANDS HOLDINGS INC. SB/RH HOLDINGS, LLC NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS NOTE 4 – ACQUISITIONS (continued) The Company has recorded a preliminary 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 $ 108.1 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, 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 accounting that are not finalized relate to amounts for deferred taxes, goodwill, and components of working capital. The calculation of the preliminary purchase price is as follows: (in millions) Purchase Price Cash paid at closing $ 314.6 Cash received for purchase price settlement ( 42.2 ) Contingent consideration 30.0 Total purchase price $ 302.4 As of the transaction date, the Company recorded a contingent consideration liability of $ 30.0 million 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. 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. After the acquisition date, the Company and the acquired Tristar Business experienced a downturn in operating results attributable to significant shifts in retail customer purchasing resulting from high retail inventory levels and lower replenishment orders, especially with significant mass retail customers, along with continued inflationary cost pressures and incremental margin risk from promotional spending. As a result, the Company has adjusted the forecasted results of the Tristar Business, which impacted the value of the contingent consideration. The fair value of the contingent consideration liability as of September 30, 2022, was estimated to be $ 1.5 million, recognized as Other Current Liabilities on the Company’s Consolidated Statements of Financial Position, and the Company recognized a decrease of $ 28.5 million since the initial valuation as of the acquisition date. 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 49.7 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 108.1 Intangible assets, net 95.0 Deferred charges and other 3.7 Accounts payable ( 52.5 ) Accrued wages and salaries ( 0.6 ) Other current liabilities ( 20.7 ) Long-term operating lease liabilities ( 11.1 ) Net assets acquired $ 302.4 The values allocated to intangible assets and the weighted average useful lives are as follows: (in millions) Carrying Amount Weighted Average Useful Life (Years) Tradename $ 66.0 Indefinite Customer relationships 29.0 13 years Total intangibles acquired $ 95.0 78 Table of Contents SPECTRUM BRANDS HOLDINGS INC. SB/RH HOLDINGS, LLC NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS NOTE 4 – ACQUISITIONS (continued) 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. During the year ended September 30, 2022, the Company has recognized $ 189.7 million of net sales from the acquired Tristar Business since the transaction date. 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: (in millions) 2022 2021 Proforma net sales $ 3,332.6 $ 3,588.1 Proforma net (loss) income from continuing operations ( 80.4 ) 51.4 Proforma net income 69.3 225.7 Proforma diluted earnings from continuing operations per share ( 1.96 ) 1.19 Proforma diluted earnings per share 1.69 5.22 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 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. During the year ended September 30, 2022, the Company recognized $ 13.5 million of transaction costs attributable to the acquisition of the Tristar Business, included in General and Administrative Expense on the Consolidated Statement of Income. 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 year ended September 30, 2022, the Company recognized TSA income of $ 0.9 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 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 September 30, 2022, there was an outstanding payable to Tristar Products, Inc. of $ 2.1 million included within Accounts Payable on the Company’s Consolidated Statements of Financial Position. Rejuvenate Acquisition On May 28, 2021, the Company acquired all ownership interests in For Life Products, LLC ("FLP") for a purchase price of $ 301.5 million. FLP is a leading manufacturer of household cleaning, maintenance, and restoration products sold under the Rejuvenate® brand. The net assets and operating results of FLP, since the acquisition date of May 28, 2021, are included in the Company’s Consolidated Statements of Income and reported within the H&G reporting segment for the years ended September 30, 2022 and 2021. 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 May 28, 2021 acquisition date. The excess of the purchase price over the fair value of the net tangible assets and identifiable intangible assets of $ 147.0 million was recorded as goodwill, which is deductible for tax purposes. Goodwill includes value associated with profits earned from market expansion capabilities, synergies from integration and streamlining operational activities, the going concern of the business and the value of the assembled workforce. 79 Table of Contents SPECTRUM BRANDS HOLDINGS INC. SB/RH HOLDINGS, LLC NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS NOTE 4 – ACQUISITIONS (continued) The calculation of purchase price and purchase price allocation is as follows: (in millions) Amount Cash consideration $ 301.5 (in millions) Purchase Price Allocation Cash and cash equivalents $ 1.4 Trade receivables, net 10.2 Inventories 15.4 Prepaid expenses and other current assets 0.3 Property, plant and equipment, net 0.4 Goodwill 147.0 Intangible assets, net 128.7 Accounts payable ( 1.7 ) Accrued wages and salaries ( 0.1 ) Other current liabilities ( 0.1 ) Net assets acquired $ 301.5 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 $ 119.0 Indefinite Customer relationships 8.4 14 years Technology 1.3 11 years Total intangibles acquired $ 128.7 The Company performed a valuation of the acquired inventories, tradenames, technology, 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 tradename, Rejuvenate®, 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 tradename was not owned. A royalty rate of 12 % for valuation of Rejuvenate® 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 tradename. The discount rate applied to the projected cash flow was 10.5 % based on the a weighted-average cost of capital for the overall business. The resulting discounted cash flows were then tax-effected at the applicable statutory rate. Customer relationships – The Company valued 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 customers were used, which are estimated using average annual expected growth rate of 4 %. 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 10.5 % and income taxes were estimated at the applicable statutory rate. Technology – The Company valued technology 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 technology was not owned. A royalty rate of 3 % was selected based on consideration of several factors, including prior transactions, related licensing agreements and the importance of the technology and profit levels, among other considerations. The discount rate applied to the projected cash flow was 10.5 % and income taxes were estimated at the applicable statutory rate. During the year ended September 30, 2021, the Company recognized $ 5.3 million of transaction costs attributable to the acquisition, included in General and Administrative Expense on the Consolidated Statement of Income. Pro forma results have not been presented as the Rejuvenate acquisition is not considered individually significant to the consolidated results of the Company. Armitage Acquisition On October 26, 2020, the Company acquired all of the stock of Armitage Pet Care Ltd ("Armitage") for approximately $ 187.7 million. Armitage is a premium pet treats and toys business headquartered in Nottingham, United Kingdom, including a portfolio of brands that include Armitage's dog treats brand, Good Boy®, cat treats brand, Meowee!® and Wildbird®, bird feed products, among others, that are predominantly sold within the United Kingdom. The net assets and operating results of Armitage, since the acquisition date of October 26, 2020, are included in the Company’s Consolidated Statements of Income and reported within the GPC reporting segment for the year ended September 30, 2022 and 2021. 80 Table of Contents SPECTRUM BRANDS HOLDINGS INC. SB/RH HOLDINGS, LLC NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS NOTE 4 – ACQUISITIONS (continued) 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 October 26, 2020 acquisition date. The excess of the purchase price over the fair value of the net tangible assets and identifiable intangible assets of $ 90.7 million was recorded as goodwill, which is not deductible for foreign tax purposes. Goodwill includes value associated with profits earned from market and expansion capabilities, synergies from integration and streamlining operational activities, the going concern of the business and the value of the assembled workforce. The calculation of purchase price and purchase price allocation is as follows: (in millions) Amount Cash paid $ 187.7 Debt assumed 51.0 Cash consideration $ 136.7 (in millions) Purchase Price Allocation Cash and cash equivalents $ 6.9 Trade receivables, net 16.7 Other receivables 1.9 Inventories 16.3 Prepaid expenses and other current assets 0.2 Property, plant and equipment, net 3.0 Operating lease assets 0.1 Deferred charges and other 0.9 Goodwill 90.7 Intangible assets, net 88.6 Accounts payable ( 9.2 ) Accrued wages and salaries ( 1.5 ) Other current liabilities ( 7.0 ) Long-term debt, net of current portion ( 51.0 ) Long-term operating lease liabilities ( 0.1 ) Deferred income taxes ( 18.0 ) Other long-term liabilities ( 1.8 ) Net assets acquired $ 136.7 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 $ 74.3 Indefinite Customer relationships 14.3 12 years Total intangibles acquired $ 88.6 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. Tradenames - The Company valued the tradenames, the Good Boy® brand and the Wildbird® and Other brand portfolio, 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 rates of 8 % for valuation of Good Boy® and 3 % for Wildbird® and Other were 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 11 % based on the a weighted-average cost of capital for the overall business. The resulting discounted cash flows were then tax-effected at the applicable statutory rate. Customer relationships - The Company valued customer relationships using an income and cost approach, the avoided cost and lost profits method. The underlying premise of the method is that the economic value of the asset can be estimated based on consideration of the total costs that would be avoided by having this asset in place. These costs primarily consider the costs that would be incurred to re-create the customer relationships in terms of employee salaries and the revenues and associated profits forgone due to the absence of the relationships for a period of time. During the year ended September 30, 2021, the Company recognized $ 5.1 million of transaction costs attributable to the acquisition, included in General and Administrative Expense on the Consolidated Statement of Income. Pro forma results have not been presented as the Armitage acquisition is not considered individually significant to the consolidated results of the Company. 81 Table of Contents SPECTRUM BRANDS HOLDINGS, INC. SB/RH HOLDINGS, LLC NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS NOTE 5 - RESTRUCTURING CHARGES During the year ended September 30, 2022, the Company entered into a new initiative in response to changes observed within consumer products and retail markets, continued inflationary cost pressures and headwinds, and to facilitate changes in the management structure for enabling functions of the consolidated group, resulting in the realization of headcount reductions. Total cumulative costs associated with the initiative were $ 9.8 million. Substantially all costs associated with the initiative have been recognized, with no further significant costs expected to be incurred. Additionally, during the year ended September 30, 2022, the Company initiated the exit of its in-country commercial operations in Russia, predominantly supporting the HPC segment, including costs for severance and other exit and disposal activity to close the operations. Total cumulative costs associated, with the initiative were $ 0.6 million with total projected costs for the initiative to be approximately $ 2 million, excluding lease termination or asset impairment costs. During the year ended September 30, 2021, the GPC segment entered into an initiative to update its supply chain and distribution operations within the U.S. to address capacity needs, optimize and improve fill rates attributable to recent growth in the business and consumer demand, and improve overall operational effectiveness and throughput. The initiative includes the transition of its third party logistics (3PL) service provider at its existing distribution center, incorporating new facilities into the distribution footprint by expanding warehouse capacity and securing additional space to support long-term distribution and fulfillment, plus updating engagement and processes with suppliers and its transportation and logistics handlers. Incremental costs include one-time transition, implementation and start-up cost with the new 3PL service provider, including the integration of provider systems and technology, incentive-based compensation to maintain performance during transition, duplicative and redundant costs, and incremental costs for various disruptions in the operations during the transition period including supplemental transportation and storage costs, and incremental detention and demurrage costs. As of September 30, 2022, total cumulative costs associated with the initiative were $ 41.9 million, with the project being complete and no further costs to be incurred. During the year ended September 30, 2019, the Company initiated the Global Productivity Improvement Program, which was a company-wide, multi-year program, consisting of various 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. With the Company’s divestitures in GBL and GAC during the year ended September 30, 2019, the project focus included the transition of the Company’s continuing operations in a post-divestiture environment and exiting of TSAs which were fully exited in January 2022. Refer to Note 3 – Divestitures for further discussion. The initiative included a review of global processes and organization design and structures, headcount reductions and transfers, and rightsizing the Company’s shared operations and commercial business strategy, and exit of certain internal production to third-party supplies, among others, resulting in recognition of severance benefits and other exit and disposal costs to facilitate such activity. As of September 30, 2022, total cumulative costs associated with the project were $ 157.3 million with the project being complete and no further costs to be incurred. The Company may enter into small, less significant initiatives 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 charges for the years ended September 30, 2022, 2021, and 2020: (in millions) 2022 2021 2020 Fiscal 2022 restructuring $ 9.8 $ — $ — Russia dissolution 0.6 — — GPC distribution center transition 30.4 11.5 — Global productivity improvement program 5.1 21.2 71.1 Other project costs 13.9 7.6 0.5 Total restructuring and related charges $ 59.8 $ 40.3 $ 71.6 Reported as: Cost of goods sold $ 1.2 $ 1.9 $ 13.8 Selling expense 30.4 11.5 — General and administrative expense 28.2 26.9 57.8 The following summarizes restructuring charges by segment for the years ended September 30, 2022, 2021, and 2020: (in millions) 2022 2021 2020 HPC $ 10.0 $ 9.1 $ 4.6 GPC 37.9 15.2 20.8 H&G 0.7 0.4 0.5 Corporate 11.2 15.6 45.7 Total restructuring charges $ 59.8 $ 40.3 $ 71.6 The following is a summary of restructuring charges by cost type for the years ended September 30, 2022, 2021, and 2020. (in millions) Termination Benefits Other Costs Total For the year ended September 30, 2022 $ 12.0 $ 47.8 $ 59.8 For the year ended September 30, 2021 7.7 32.6 40.3 For the year ended September 30, 2020 12.4 59.2 71.6 82 Table of Contents SPECTRUM BRANDS HOLDINGS, INC. SB/RH HOLDINGS, LLC NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS NOTE 5 - RESTRUCTURING CHARGES (continued) The following is a rollforward of the accrual for restructuring charges by cost type for the years ended September 30, 2022, 2021, and 2020, included in Other Current Liabilities on the Consolidated Statements of Financial Position. (in millions) Termination Benefits Other Costs Total Accrual balance at September 30, 2020 $ 3.9 $ 6.3 $ 10.2 Provisions 5.7 4.6 10.3 Cash expenditures ( 4.7 ) ( 5.4 ) ( 10.1 ) Non-cash items ( 0.3 ) 0.1 ( 0.2 ) Accrual balance at September 30, 2021 $ 4.6 $ 5.6 $ 10.2 Provisions 8.0 ( 4.3 ) 3.7 Cash expenditures ( 6.3 ) ( 0.7 ) ( 7.0 ) Non-cash items ( 2.6 ) ( 0.3 ) ( 2.9 ) Accrual balance at September 30, 2022 $ 3.7 $ 0.3 $ 4.0 NOTE 6 - REVENUE RECOGNITION The Company generates all of its revenue from contracts with customers. The following tables disaggregate our revenue for the years ended September 30, 2022, 2021 and 2020 by the Company’s key revenue streams, segments and geographic regions (based upon destination): September 30, 2022 (in millions) HPC GPC H&G Total Product Sales NA $ 609.7 $ 749.8 $ 576.8 $ 1,936.3 EMEA 460.7 353.6 — 814.3 LATAM 216.1 19.3 8.0 243.4 APAC 71.9 36.5 0.1 108.5 Licensing 10.3 9.9 2.2 22.4 Other 1.4 6.2 — 7.6 Total Revenue $ 1,370.1 $ 1,175.3 $ 587.1 $ 3,132.5 September 30, 2021 (in millions) HPC GPC H&G Total Product Sales NA $ 493.5 $ 699.9 $ 598.6 $ 1,792.0 EMEA 512.1 359.8 — 871.9 LATAM 170.6 15.8 7.0 193.4 APAC 72.7 38.9 — 111.6 Licensing 11.2 9.8 2.5 23.5 Other — 5.7 — 5.7 Total Revenue $ 1,260.1 $ 1,129.9 $ 608.1 $ 2,998.1 September 30, 2020 (in millions) HPC GPC H&G Total Product Sales NA $ 458.7 $ 667.4 $ 543.1 $ 1,669.2 EMEA 447.3 232.6 — 679.9 LATAM 126.8 14.4 6.7 147.9 APAC 65.8 35.7 — 101.5 Licensing 9.0 8.3 2.1 19.4 Other — 4.2 — 4.2 Total Revenue $ 1,107.6 $ 962.6 $ 551.9 $ 2,622.1 83 Table of Contents SPECTRUM BRANDS HOLDINGS, INC. SB/RH HOLDINGS, LLC NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS NOTE 6 – REVENUE RECOGNITION (continued) With the acquisition of the Tristar Business on February 18, 2022, the Company recognized revenue attributable to extended warranties. See Note 4 - Acquisitions for more details. As of September 30, 2022, the Company had $ 1.1 million service warranty revenue deferred and included in Other Current Liabilities on the Consolidated Statements of Financial Position. 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 of the Black and Decker® ("B&D")brand through a license agreement with Stanley Black and Decker. The license agreement was 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 $ 417.3 million, $ 400.2 million, and $ 337.7 million for the years ended September 30, 2022, 2021 and 2020, respectively. All other brands and tradenames used in the Company’s commercial operations are either directly owned and not subject to further restrictions, or do not aggregate to a significant portion of total product sales for the Company. The Company has a broad range of customers including many large mass retail customers. During the year ended September 30, 2022, 2021 and 2020, there were two large retail customers, each exceeding 10% of consolidated Net Sales and representing 32.9 %, 31.4 %, and 31.8 % of consolidated Net Sales, respectively. 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 receive. The following is a rollforward of the liability for product returns for the years ended September 30, 2022, 2021 and 2020: (in millions) Beginning Balance Charged to Profit & Loss Deductions Other Adjustments Ending Balance September 30, 2022 $ 11.8 $ 12.4 $ ( 19.8 ) $ 11.1 $ 15.5 September 30, 2021 12.8 1.5 ( 2.9 ) 0.4 11.8 September 30, 2020 9.8 6.0 ( 3.3 ) 0.3 12.8 Other adjustments includes foreign currency translation and the liability for product returns assumed as part of the acquisition of the Tristar Business during the year ended September 30, 2022. See Note 4 - Acquisitions for further discussion on the Tristar Business acquisition. NOTE 7 - FAIR VALUE OF FINANCIAL INSTRUMENTS The fair value measurements of the Company’s financial assets and liabilities are defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants. Fair value measurements are classified using a fair value hierarchy that is based on the observability of inputs used in measuring fair value. Observable inputs (highest level) reflect market data obtained from independent sources, while unobservable inputs (lowest level) reflect internally developed assumptions about hypothetical transactions in the absence of market data. The Company utilizes valuation techniques that attempt to maximize the use of observable inputs and minimize the use of unobservable inputs. Fair value measurements are classified under the following hierarchy: • Level 1 - Unadjusted quoted prices for identical instruments in active markets. • Level 2 - Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations whose inputs are observable or whose significant value drivers are observable. • Level 3 - Significant inputs to the valuation model are unobservable. The carrying values and estimated fair values for financial instruments as of September 30, 2022, and 2021 are as follows: September 30, 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 $ — $ 22.2 $ — $ 22.2 $ 22.2 $ — $ 6.8 $ — $ 6.8 $ 6.8 Derivative Liabilities — 6.0 — 6.0 6.0 — 2.5 — 2.5 2.5 Debt — 2,815.9 — 2,815.9 3,156.8 — 2,628.2 — 2,628.2 2,506.3 During the year ended September 30, 2021, the Company sold 1.7 million shares of Energizer common stock for cash proceeds of $ 73.1 million. During the year ended September 30, 2020, the Company sold 3.6 million shares of Energizer common stock for cash proceeds of $ 147.1 million. The Company sold its remaining investment in Energizer common stock in January 2021 and as of September 30, 2022, the company holds no shares of Energizer common stock. The following is a summary of income recognized from equity investments included in Other Non-Operating (Income) Expense, Net on the Company's Consolidated Statements of Income for the years ended September 30, 2021, and 2020: (in millions) 2021 2020 Unrealized loss on equity investments held $ — $ ( 7.5 ) Realized gain (loss) on equity investments sold 6.9 ( 9.3 ) Gain (loss) on equity investments 6.9 ( 16.8 ) Dividend income from equity investments 0.2 5.0 Gain (loss) from equity investments $ 7.1 $ ( 11.8 ) 84 Table of Contents SPECTRUM BRANDS HOLDINGS, INC. SB/RH HOLDINGS, LLC NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS NOTE 7 - FAIR VALUE OF FINANCIAL INSTRUMENTS (continued) The Company’s derivative instruments are valued on a recurring basis using internal models, which are based on market observable inputs, including both forward and spot prices for currencies and commodities, which are generally based on quoted or observed market prices (Level 2). The fair value of certain derivative financial instruments is estimated using pricing models based on contracts with similar terms and risks. Modeling techniques assume market correlation and volatility, such as using prices of one delivery point to calculate the price of the contract’s different delivery point. In addition, by applying a credit reserve which is calculated based on credit default swaps or published default probabilities for the actual and potential asset value, the fair value of the Company’s derivative financial instrument assets reflects the risk that the counterparties to these contracts may default on the obligations. Likewise, by assessing the requirements of a reserve for non-performance, which is calculated based on the probability of default by the Company, the Company adjusts its derivative contract liabilities to reflect the price at which a potential market participant would be willing to assume the Company’s liabilities. The Company has not changed the valuation techniques used in measuring the fair value of any financial assets and liabilities during the year. See Note 14 – Derivatives for additional detail. The fair value measurements of the Company’s debt represent non-active market exchange-traded securities which are valued at quoted input prices that are directly observable or indirectly observable through corroboration with observable market data (Level 2). See Note 12 – Debt for additional detail. The carrying values of 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). See Note 4 – Acquisitions and Note 11 - Goodwill and Intangible Assets for additional detail. The carrying values 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. NOTE 8 – RECEIVABLES The allowance for uncollectible receivables as of September 30, 2022 and 2021 was $ 7.3 million and $ 6.7 million, respectively. The following is a rollforward of the allowance for doubtful accounts for the years ended September 30, 2022, 2021 and 2020: (in millions) Beginning Balance Charged to Profit & Loss Deductions Other Adjustments Ending Balance September 30, 2022 $ 6.7 $ 4.2 $ ( 4.9 ) $ 1.3 $ 7.3 September 30, 2021 5.3 1.9 ( 0.4 ) ( 0.1 ) 6.7 September 30, 2020 3.5 2.3 ( 0.5 ) — 5.3 Other adjustments includes foreign currency translation and the allowance for credit loss assumed as part of the acquisition of the Tristar Business during the year ended September 30, 2022. See Note 4 - Acquisitions for further discussion on the Tristar Business acquisition. The Company has a broad range of customers including many large retail outlet chains, some of which exceed 10% of consolidated Net Trade Receivables. As of September 30, 2022, there were two customers that exceeded 10% of the Company's consolidated Net Trade Receivables representing 21.9 % of the Company’s Trade Receivables. As of September 30, 2021, there was one customer that exceeded 10% of the Company's consolidated Net Trade Receivables representing 14.7 % of the Company’s Trade Receivables. We have entered into various factoring agreements and early pay programs with our customers to sell our trade receivables under non-recourse agreements in exchange for cash proceeds and is an integral part of our financing for working capital. These transactions are treated as a sale and accounted for as a reduction in trade receivables because the agreements transfer effective control and risk related to the receivables to the buyers. A loss on sale is recognized for any discount and fees associated with the transfer, recognized as General and Administrative Expense on the Company's Consolidated Statements of Income, with cash proceeds recognized as cash flow from operating activities on the Company's Statements of Cash Flows. In some instances, we may continue to service the transferred receivable after the factoring has occurred, but in most cases we do not service any factored accounts. Any servicing of the trade receivable does not constitute significant continuing involvement or preclude the recognition of a sale and we do not carry any material servicing assets or liabilities on the Company's Consolidated Statements of Financial Position. The cost of factoring such trade receivables was $ 10.2 million, $ 3.5 million, and $ 4.8 million for the years ended September 30, 2022, 2021, and 2020, respectively. NOTE 9 - INVENTORY Inventories as of September 30, 2022 and 2021 consist of the following: (in millions) 2022 2021 Raw materials $ 72.3 $ 66.1 Work-in-process 10.5 8.3 Finished goods 697.8 488.4 $ 780.6 $ 562.8 85 Table of Contents SPECTRUM BRANDS HOLDINGS, INC. SB/RH HOLDINGS, LLC NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS NOTE 10 - PROPERTY, PLANT AND EQUIPMENT Property, plant and equipment as of September 30, 2022 and 2021 consist of the following: (in millions) 2022 2021 Land, buildings and improvements $ 75.7 $ 83.5 Machinery, equipment and other 394.1 383.0 Finance leases 139.8 146.1 Construction in progress 54.7 28.8 Property, plant and equipment $ 664.3 $ 641.4 Accumulated depreciation ( 400.5 ) ( 381.2 ) Property, plant and equipment, net $ 263.8 $ 260.2 Depreciation expense from property, plant and equipment for the years ended September 30, 2022, 2021 and 2020 was $ 49.0 million, $ 51.9 million, and $ 59.3 million, respectively. NOTE 11 - GOODWILL AND INTANGIBLE ASSETS Goodwill, by segment, consists of the following: (in millions) HPC GPC H&G Total As of September 30, 2020 $ — $ 431.6 $ 195.6 $ 627.2 Armitage acquisition (Note 4) — 90.7 — 90.7 Rejuvenate acquisition (Note 4) — — 147.0 147.0 Foreign currency impact — 2.3 — 2.3 As of September 30, 2021 $ — $ 524.6 $ 342.6 $ 867.2 Tristar Business acquisition (Note 4) 108.1 — — 108.1 Foreign currency impact — ( 22.2 ) — ( 22.2 ) As of September 30, 2022 $ 108.1 $ 502.4 $ 342.6 $ 953.1 The carrying value of indefinite lived intangible and definite lived intangible assets subject to amortization and accumulated amortization are as follows: 2022 2021 (in millions) Gross Carrying Amount Accumulated Amortization Net Gross Carrying Amount Accumulated Amortization Net Amortizable intangible assets Customer relationships $ 627.8 $ ( 373.9 ) $ 253.9 $ 619.6 $ ( 352.3 ) $ 267.3 Technology assets 75.3 ( 30.8 ) 44.5 75.3 ( 25.8 ) 49.5 Tradenames 10.6 ( 5.1 ) 5.5 158.4 ( 141.9 ) 16.5 Total amortizable intangible assets 713.7 ( 409.8 ) 303.9 853.3 ( 520.0 ) 333.3 Indefinite-lived intangible assets - tradenames 898.3 — 898.3 870.8 — 870.8 Total intangible assets $ 1,612.0 $ ( 409.8 ) $ 1,202.2 $ 1,724.1 $ ( 520.0 ) $ 1,204.1 There were no impairments recognized for goodwill or intangible assets during the years ended September 30, 2022, and 2021. During the year ended September 30, 2020, the Company recognized an impairment loss of $ 16.6 million on indefinite-lived intangible assets and an impairment of $ 7.6 million on definite lived intangible assets due to the incremental cash flow risk associated with the commercial DCF business following the divestiture of the Coevorden Operations. See Note 3 - Divestitures for further detail. While we have not recognized an impairment of goodwill or intangible assets during the year ended September 30, 2022, we have identified a potential risk of impairment associated with the HPC reporting unit goodwill, with a carrying cost of $ 108.1 million as of September 30, 2022, and the Rejuvenate® tradename, with a carrying cost of $ 119.1 million as of September 30, 2022. We do not anticipate that these assets will be subject to future impairment based upon our projections and forecasts used in evaluating the current market value but cannot guarantee that no future impairment will be realized. The risk of future impairment for the HPC reporting unit is based upon the results realized during year ended September 30, 2022, macro-economic headwinds from inflationary costs and foreign currency fluctuations, retail and consumer spending activity, and risks associated with the Tristar Business integration and branding strategy transitions. The risk of future impairment for the Rejuvenate® tradename is based upon the results realized during the year ended September 30, 2022, and dependency upon the timing and realization of market expansion milestones and synergies associated with the acquired business. 86 Table of Contents SPECTRUM BRANDS HOLDINGS, INC. SB/RH HOLDINGS, LLC NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS NOTE 11 - GOODWILL AND INTANGIBLE ASSETS (continued) Amortization expense from intangible assets for the years ended September 30, 2022, 2021 and 2020 was $ 50.3 million, $ 65.1 million and $ 55.3 million, respectively. Excluding the impact of any future acquisitions or changes in foreign currency, the Company anticipates the annual amortization expense of intangible assets for the next five fiscal years will be as follows: (in millions) Amortization 2023 $ 41.4 2024 41.3 2025 39.3 2026 37.7 2027 37.7 NOTE 12 - DEBT Debt as of September 30, 2022 and 2021 consists of the following: 2022 2021 (in millions) Amount Rate Amount Rate Spectrum Brands, Inc. Revolver Facility, variable rate, expiring June 30, 2025 $ 740.0 5.7 % $ — — % Term Loan Facility, variable rate, due March 3, 2028 394.0 5.2 % 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 417.1 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 92.7 5.1 % 101.9 4.9 % Total Spectrum Brands, Inc. debt 3,193.8 2,542.8 Unamortized discount on debt ( 0.8 ) ( 0.9 ) Debt issuance costs ( 36.2 ) ( 35.6 ) Less current portion ( 12.3 ) ( 12.0 ) Long-term debt, net of current portion $ 3,144.5 $ 2,494.3 The Company’s aggregate scheduled maturities of debt obligations are as follows, excluding obligations under capital leases. See Note 13 - Leases for scheduled maturities of obligations under capital leases: (in millions) Amount 2023 $ 4.0 2024 4.0 2025 1,194.0 2026 4.0 2027 421.1 Thereafter 1,474.0 Total long-term debt $ 3,101.1 Revolver Facility On June 30, 2020, SBI entered into the Amended and Restated Credit Agreement ("Credit Agreement"), dated June 30, 2020, which refinances the previously existing credit facility, and includes certain modified terms from the previously existing revolving credit facility. The maturity date was extended to June 30, 2025, and the facility was reduced from $ 890.0 million to $ 600.0 million (with a U.S. dollar tranche and a multicurrency tranche). The interest rate margins applicable to the facility were changed and a LIBOR floor of 0.75 % was installed. The Credit Agreement, solely with respect to the Revolver Facility, contains a financial covenant test on the last day of each fiscal quarter on the maximum total leverage ratio. This is calculated as the ratio of (i) the principal amount of third-party debt for borrowed money (including unreimbursed letter of credit drawings), capital leases and purchase money debt, at period-end, less cash and cash equivalents, to (ii) adjusted EBITDA for the trailing twelve months. The maximum total leverage ratio should be no greater than 6.0 to 1.0. As of September 30, 2022, we were in compliance with all covenants under the Credit Agreement. Subsequent to the year ended September 30, 2022, on November 17, 2022, the Company entered into an amendment to the Credit Agreement to temporarily increase the maximum consolidated total net leverage ratio permitted to be no greater than 7.0 to 1.0 before returning to 6.0 to 1.0 at the earliest of (i) September 29, 2023, or (ii) 10 business days after the closing of the HHI divestiture or receipt of the related termination fee. 87 Table of Contents SPECTRUM BRANDS HOLDINGS, INC. SB/RH HOLDINGS, LLC NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS NOTE 12 - DEBT (continued) Pursuant to a guarantee agreement, SB/RH and the material wholly-owned domestic subsidiaries of SBI have guaranteed SBI’s obligations under the Credit Agreement and related loan documents. Pursuant to a security agreement, SBI and such subsidiary guarantors have pledged substantially all of their respective assets to secure such obligations and, in addition, SB/RH has pledged the capital stock of SBI to secure such obligations. The Credit Agreement also provides for customary events of default including payment defaults and cross-defaults to other material indebtedness. 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 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 4 - 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 $ 7.6 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. As of September 30, 2022, borrowings from the original 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, at September 30, 2022, the Company had borrowing availability of $ 342.4 million, net outstanding letters of credit of $ 17.6 million. Term Loan Facility On March 3, 2021, SBI entered into the first amendment (the "Amended Credit Agreement") to the Credit Agreement. The Amended Credit Agreement includes certain modified terms from the existing Credit Agreement to provide for a new term loan facility (the “Term Loan Facility”). The Term Loan Facility is in an aggregate principal amount of $ 400.0 million and will mature on March 3, 2028. The Term Loan Facility is subject to a rate per annum equal to either (1) the LIBO Rate (as defined in the Amended 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 Amended Credit Agreement), plus a margin of 1.00 % per annum. The Term Loan Facility allows for the LIBO rate to be phased out and replaced with the Secured Overnight Financing Rate and therefore we do not anticipate a material impact to the expected upcoming LIBOR transition. The Term Loan Facility was issued net of a $ 1.0 million discount and the Company incurred $ 5.1 million of debt issuance costs, which is being amortized with a corresponding charge to interest expense over the remaining life of the loan. Pursuant to a guarantee agreement, SB/RH and the direct and indirect wholly-owned material domestic subsidiaries of SBI have guaranteed SBI’s obligations under the Amended Credit Agreement and related loan documents. Pursuant to the Security Agreement, dated as of June 23, 2015, SBI and such subsidiary guarantors have pledged substantially all of their respective assets to secure such obligations and, in addition, SB/RH has pledged the capital stock of SBI to secure such obligations. Subject to certain mandatory prepayment events, the Term Loan Facility is subject to repayment according to scheduled amortizations, with the final payment of amount outstanding, plus accrued and unpaid interest, due at maturity. The Amended Credit Agreement contains customary affirmative and negative covenants, including, but not limited to, restrictions on SBI and its restricted subsidiaries’ ability to incur indebtedness, create liens, make investments, pay dividends or make certain other distributions, and merge or consolidate or sell assets, in each case subject to certain exceptions set forth in the Amended Credit Agreement. 3.875 % Notes On March 3, 2021, SBI issued $ 500.0 million aggregate principal amount of 3.875 % Senior Notes due 2031 (the " 3.875 % Notes") and entered into the indenture governing the 3.875 % Notes (the “2031 Indenture”). The 3.875 % Notes mature on March 15, 2031 and are unconditionally guaranteed, on a senior unsecured basis, by SB/RH and by SBI’s existing and future domestic subsidiaries that guarantee indebtedness under the Amended Credit Agreement. SBI may redeem all or part of the 3.875 % Notes at any time on or after March 15, 2026 at certain fixed redemption prices as set forth in the 2031 Indenture. In addition, prior to March 15, 2026, SBI may redeem the Notes at a redemption price equal to 100 % of the principal amount plus a “make-whole” premium, plus accrued and unpaid interest. Before March 15, 2024, the Company may redeem up to 35 % of the aggregate principal notes with cash equal to the net proceeds that SBI raises in equity offerings at specified redemption price as set forth in the 2031 Indenture. Further, the 2031 Indenture requires SBI to make an offer to repurchase all outstanding 3.875 % Notes upon the occurrence of a change of control of SBI, as defined in the 2031 Indenture. The 2031 Indenture contains covenants limiting, among other things, the ability of the Company and its direct and indirect restricted subsidiaries to incur additional indebtedness, create liens, engage in sale-leaseback transactions, pay dividends or make distributions in respect of capital stock, purchase or redeem capital stock, make investments or certain other restricted payments, sell assets, issue or sell stock of restricted subsidiaries, enter in transactions with affiliates, or effect a merger or consolidation. In addition, the 2031 Indenture provides for customary events of default, including failure to make required payments, failure to comply with certain agreements or covenants, failure to make payments when due or an acceleration of certain other indebtedness, and certain events of bankruptcy and insolvency. 88 Table of Contents SPECTRUM BRANDS HOLDINGS, INC. SB/RH HOLDINGS, LLC NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS NOTE 12 - DEBT (continued) The Company recorded $ 7.6 million of fees in connection with the offering of the 3.875 % Notes, which have been capitalized as debt issuance costs and are being amortized over the remaining life of the 3.875 % Notes. Spectrum 5.50 % Notes On June 30, 2020, SBI issued $ 300.0 million aggregate principal amount of 5.50 % Senior Notes due 2030 (the " 5.50 % Notes") and entered into the indenture governing the 5.50 % Notes (the “2030 Indenture”). The 5.50 % Notes mature on July 15, 2030 and are unconditionally guaranteed, on a senior unsecured basis, by SB/RH and by SBI’s existing and future domestic subsidiaries that guarantee indebtedness under the Credit Agreement . The proceeds from the 5.50 % Notes were used for repayment of the Revolver Facility obligation. SBI may redeem all or part of the 5.50 % Notes at any time on or after July 15, 2025 at certain fixed redemption prices as set forth in the 2030 Indenture. In addition, prior to July 15, 2025, SBI may redeem the Notes at a redemption price equal to 100 % of the principal amount plus a “make-whole” premium, plus accrued and unpaid interest. Before July 15, 2023, the Company may redeem up to 35 % of the aggregate principal notes with cash equal to the net proceeds that SBI raises in equity offerings at specified redemption price as set forth in the 2030 Indenture. Further, the 2030 Indenture requires SBI to make an offer to repurchase all outstanding 5.50 % Notes upon the occurrence of a change of control of SBI, as defined in the 2030 Indenture. The 2030 Indenture contains covenants limiting, among other things, the incurrence of additional indebtedness, payments of dividends on or redemption or repurchase of equity interests, the making of certain investments, expansion into unrelated businesses, creation of liens on assets, merger or consolidation with another company, transfer or sale of all or substantially all assets, and transactions with affiliates. In addition, the 2030 Indenture provides for customary events of default, including failure to make required payments, failure to comply with certain agreements or covenants, failure to make payments when due or an acceleration of certain other indebtedness, and certain events of bankruptcy and insolvency. The Company recorded $ 6.2 million of fees in connection with the offering of the 5.50 % Notes, which have been capitalized as debt issuance costs and amortized over the remaining life of the 5.50 % Notes. Spectrum 5.00 % Notes On September 24, 2019, SBI issued $ 300.0 million aggregate principal amount of 5.00 % Senior Notes due October 1, 2029. The 5.00 % Notes are guaranteed by SB/RH as well as by SBI’s existing and future domestic subsidiaries. On or after October 1, 2024, SBI may redeem some or all of the Notes at certain fixed redemption prices. In addition, prior to October 1, 2024, SBI may redeem the Notes at a redemption price equal to 100 % of the principal amount plus a “make-whole” premium. SBI may redeem up to 35 % of the Notes, including additional notes, with an amount of cash equal to the net proceeds of equity offerings at specified redemption prices. Further, the indenture governing the 5.00 % Notes (the “2029 Indenture”) requires SBI to make an offer, in cash, to repurchase all or a portion of the applicable outstanding notes for a specified redemption price, including a redemption premium, upon the occurrence of a change of control of SBI, as defined in the 2029 Indenture. The 2029 Indenture contains covenants that limit, among other things, the incurrence of additional indebtedness, payment of dividends on or redemption or repurchase of equity interests, the making of certain investments, expansion into unrelated businesses, creation of liens on assets, merger or consolidation with another company, transfer or sale of all or substantially all assets, and transactions with affiliates. In addition, the 2029 Indenture proves for customary events of default, including failure to make required payments, failure to comply with certain agreements or covenants, failure to make payments when due or on acceleration of certain other indebtedness, and certain events of bankruptcy and insolvency. Events of default under the 2029 Indenture arising from certain events of bankruptcy or insolvency will automatically cause the acceleration of the amounts due under the 5.00 % Notes. If any other event of default under the 2029 Indenture occurs and is continuing, the trustee for the 2029 Indenture or the registered holders of at least 25 % in the then aggregate outstanding principal amount of the 5.00 % Notes, may declare the acceleration of the amounts due under those notes. As of September 30, 2022, we were in compliance with all covenants under the indentures governing the 5.00 % Notes. The Company recorded $ 4.1 million of fees in connection with the offering of the 5.00 % Notes, which have been capitalized as debt issuance costs and are being amortized over the remaining life of the 5.00 % Notes. Spectrum 4.00 % Notes On September 20, 2016, SBI issued € 425 million aggregate principal amount of 4.00 % Notes at par value, due October 1, 2026. The 4.00 % Notes are guaranteed by SB/RH as well as by SBI’s existing and future domestic subsidiaries. SBI may redeem all or a part of the 4.00 % Notes, at any time on or after October 1, 2021 at specified redemption prices. In addition, prior to October 1, 2021, SBI may redeem the notes at a redemption price equal to 100 % of the principal amounts plus a “make-whole” premium. SBI is also entitled to redeem up to 35 % of the aggregate principal amount of the notes before October 1, 2019 with an amount of cash equal to the net proceeds that SBI raises in equity offerings at specified redemption prices. Further, the indenture governing the 4.00 % Notes (the “2026 Indenture”) requires SBI to make an offer, in cash, to repurchase all or a portion of the applicable outstanding notes for a specified redemption price, including a redemption premium, upon the occurrence of a change of control of SBI, as defined in the 2026 Indenture. The 2026 Indenture contains customary covenants that limit, among other things, the incurrence of additional indebtedness, payment of dividends on or redemption or repurchase of equity interests, the making of certain investments, expansion into unrelated businesses, creation of liens on assets, merger or consolidation with another company, transfer or sale of all or substantially all assets, and transactions with affiliates. In addition, the 2026 Indenture provides for customary events of default, including failure to make required payments, failure to comply with certain agreements or covenants, failure to make payments when due or on acceleration of certain other indebtedness, and certain events of bankruptcy and insolvency. Events of default under the 2026 Indenture arising from certain events of bankruptcy or insolvency will automatically cause the acceleration of the amounts due under the 4.00 % Notes. If any other event of default under the 2026 Indenture occurs and is continuing, the trustee for the 2026 Indenture or the registered holders of at least 25 % in the then aggregate outstanding principal amount of the 4.00 % Notes, may declare the acceleration of the amounts due under those notes. As of September 30, 2022, we were in compliance with all covenants under the indentures governing the 4.00 % Notes. The Company recorded $ 7.7 million of fees in connection with the offering of the 4.00 % Notes, which have been capitalized as debt issuance costs and are being amortized over the remaining life of the 4.00 % Notes. 89 Table of Contents SPECTRUM BRANDS HOLDINGS, INC. SB/RH HOLDINGS, LLC NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS NOTE 12 - DEBT (continued) Spectrum 5.75 % Notes On May 20, 2015, SBI issued $ 1,000 million aggregate principal amount of 5.75 % Notes at par value, due July 15, 2025 (the “ 5.75 % Notes”). The 5.75 % Notes are guaranteed by SB/RH as well as by SBI’s existing and future domestic subsidiaries. SBI may redeem all or a part of the 5.75 % Notes, at any time on or after July 15, 2020, at specified redemption prices. In addition, prior to July 15, 2020, SBI may redeem the notes at a redemption price equal to 100 % of the principal amount plus a “make-whole” premium. SBI is also entitled to redeem up to 35 % of the aggregate principal amount of the notes before July 15, 2018 with an amount of cash equal to the net proceeds that SBI raises in equity offerings at specified redemption prices. Further, the indenture governing the 5.75 % Notes (the “2025 Indenture”) requires SBI to make an offer, in cash, to repurchase all or a portion of the applicable outstanding notes for a specified redemption price, including a redemption premium, upon the occurrence of a change of control of SBI, as defined in the 2025 Indenture. The 2025 Indenture contains customary covenants that limit, among other things, the incurrence of additional indebtedness, payment of dividends on or redemption or repurchase of equity interests, the making of certain investments, expansion into unrelated businesses, creation of liens on assets, merger or consolidation with another company, transfer or sale of all or substantially all assets, and transactions with affiliates. In addition, the 2025 Indenture provides for customary events of default, including failure to make required payments, failure to comply with certain agreements or covenants, failure to make payments when due or on acceleration of certain other indebtedness, and certain events of bankruptcy and insolvency. Events of default under the 2025 Indenture arising from certain events of bankruptcy or insolvency will automatically cause the acceleration of the amounts due under the 5.75 % Notes. If any other event of default under the 2025 Indenture occurs and is continuing, the trustee for the 2025 Indenture or the registered holders of at least 25 % in the then aggregate outstanding principal amount of the 5.75 % Notes, may declare the acceleration of the amounts due under those notes. As of September 30, 2022, we were in compliance with all covenants under the indentures governing the 5.75 % Notes. The Company recorded $ 19.7 million of fees in connection with the offering of the 5.75 % Notes, which have been capitalized as debt issuance costs and are being amortized over the remaining life of the 5.75 % Notes. Using the proceeds received from the Term Loan Facility and 3.875 % Notes, the Company redeemed $ 550.0 million aggregate principal amount of the 5.75 % Notes in a cash tender offer, with a make whole premium of $ 17.7 million and a write-off of unamortized debt issuance costs of $ 5.7 million recognized as Interest Expense on the Company's Consolidated Statements of Income for the year ended September 30, 2021. NOTE 13 - LEASES The Company has leases primarily pertaining to manufacturing facilities, distribution centers, office space, warehouses, automobiles, machinery, computers, and office equipment that expire at various times through June 2035. We have embedded operating leases within certain third-party logistic agreements for certain warehousing and information technology services arrangements and recognized right of use assets identified in the arrangements as part of Operating Lease Assets on the Company’s Consolidated Statement of Financial Position. We elected to exclude certain supply chain contracts that contain embedded leases for manufacturing facilities or dedicated manufacturing lines from our ROU asset and liability calculation based on the insignificant impact to our consolidated financial statements. The following is a summary of the Company’s leases recognized on the Company’s Consolidated Statement of Financial Position as of September 30, 2022 and 2021: (in millions) Line Item 2022 2021 Assets Operating Operating lease assets $ 82.5 $ 56.5 Finance Property, plant and equipment, net 73.4 84.2 Total leased assets $ 155.9 $ 140.7 Liabilities Current Operating Other current liabilities $ 25.8 $ 17.4 Finance Current portion of long-term debt 8.3 7.9 Long-term Operating Long-term operating lease liabilities 56.0 44.5 Finance Long-term debt, net of current portion 84.4 94.0 Total lease liabilities $ 174.5 $ 163.8 As of September 30, 2022, the Company had no significant commitments related to leases executed that have not yet commenced. The Company records its operating lease and amortization of finance lease ROU assets within Cost of Goods Sold or Operating Expenses in the Consolidated Statement of Income depending on the nature and use of the underlying asset. The Company records its finance interest cost within interest expense in the Consolidated Statement of Income. 90 Table of Contents SPECTRUM BRANDS HOLDINGS, INC. SB/RH HOLDINGS, LLC NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS NOTE 13 - LEASES (continued) The components of lease costs recognized in the Consolidated Statement of Income for the year ended September 30, 2022, 2021, and 2020 are as follows: (in millions) 2022 2021 2020 Operating lease cost $ 26.3 $ 19.8 $ 15.6 Finance lease cost Amortization of leased assets 10.5 11.3 11.8 Interest on lease liability 5.2 5.3 5.7 Variable lease cost 10.8 9.8 9.8 Total lease cost $ 52.8 $ 46.2 $ 42.9 During the year ended September 30, 2022, 2021, and 2020 the Company recognized income attributable to leases and sub-leases of $ 2.7 million, $ 2.3 million, and $ 2.1 million, respectively. Income from leases and sub-leases is recognized as Other Non-Operating Income on the Consolidated Statement of Income. The following is a summary of the Company’s cash paid for amounts included in the measurement of lease liabilities recognized in the Consolidated Statement of Cash Flow, including supplemental non-cash activity related to operating leases, for the year ended September 30, 2022, 2021, and 2020: (in millions) 2022 2021 2020 Operating cash flow from operating leases $ 25.3 $ 20.7 $ 16.1 Operating cash flows from finance leases 5.1 5.4 5.7 Financing cash flows from finance leases 8.9 12.0 10.6 Supplemental non-cash flow disclosure Acquisition of operating lease asset through lease obligations 30.4 15.3 23.6 The following is a summary of weighted-average lease term and discount rate at September 30, 2022 and 2021: 2022 2021 Weighted average remaining lease term Operating leases 4.5 years 4.6 years Finance leases 9.7 years 10.4 years Weighted average discount rate Operating leases 3.8 % 4.3 % Finance leases 5.1 % 4.9 % At September 30, 2022, future lease payments under operating and finance leases were as follows: (in millions) Finance Leases Operating Leases 2023 $ 12.5 $ 28.4 2024 13.2 18.5 2025 11.9 14.8 2026 11.6 10.2 2027 11.7 6.6 Thereafter 57.9 11.4 Total lease payments 118.8 89.9 Amount representing interest ( 26.1 ) ( 8.1 ) Total minimum lease payments $ 92.7 $ 81.8 91 Table of Contents SPECTRUM BRANDS HOLDINGS, INC. SB/RH HOLDINGS, LLC NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS NOTE 14 - DERIVATIVES Derivative financial instruments are used by the Company principally in the management of its foreign currency exchange rate, raw material price and interest rate exposures. 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 Australian Dollars, Canadian Dollars, Euros, Japanese Yen, Pound Sterling or U.S. Dollars. These foreign exchange contracts are cash flow hedges of fluctuating foreign exchange related to sales of products or raw material purchases. Until the sale or purchase 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 Net Sales or purchase price variance in Cost of Goods Sold on the Consolidated Statements of Income. At September 30, 2022, the Company had a series of foreign exchange derivative contracts outstanding through March 2024. The derivative net gain estimated to be reclassified from AOCI into earnings over the next 12 months is $ 11.2 million, net of tax. At September 30, 2022 and 2021, the Company had foreign exchange derivative contracts designated as cash flow hedges with a notional value of $ 289.5 million and $ 279.9 million, respectively. For derivative instruments that are designated and qualify as cash flow hedges, the gain or loss on the effective portion of the derivative is reported as a component of AOCI and reclassified into earnings in the same period or periods during which the hedged transaction affects earnings. The following table summarizes the impact of the effective and ineffective portions of designated hedges and the gain or loss recognized in the Consolidated Statement of Income for the years ended September 30, 2022, 2021 and 2020: Gain (Loss) in OCI Reclassified to Continuing Operations (in millions) 2022 2021 2020 Line Item 2022 2021 2020 Foreign exchange contracts $ 0.2 $ 0.1 $ 0.1 Net sales $ 0.1 $ 0.1 $ ( 0.1 ) Foreign exchange contracts 30.9 ( 2.0 ) ( 7.2 ) Cost of goods sold 20.1 ( 9.3 ) 4.7 Total $ 31.1 $ ( 1.9 ) $ ( 7.1 ) $ 20.2 $ ( 9.2 ) $ 4.6 During the year ended September 30, 2022, the Company settled certain cash flow hedges prior to their stated maturity that were in place to hedge forecasted U.S. Dollar denominated inventory purchases in exchange for Euros, but were subsequently discontinued due to changes in the Company's forecasted purchasing strategy of finished goods inventory within the EMEA region. As a result, there was a realized gain of $ 8.2 million during the year ended September 30, 2022 and recognized as a component of Cost of Goods Sold, included in the activity summarized above. Derivative Contracts Not Designated As Hedges for Accounting Purposes The Company periodically enters into forward and swap foreign exchange 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, among others, Australian Dollars, Canadian Dollars, Euros, Japanese Yen, Mexican Pesos, Colombian Peso, Philippine Pesos, Hungarian Forint, Turkish Lira, Pounds Sterling, Taiwanese Dollars or U.S. Dollars. These foreign exchange contracts are fair value hedges of a related liability or asset recorded in the accompanying Consolidated Statements of Financial Position. The gain or loss on the derivative hedge contracts is recorded in earnings as an offset to the change in value of the related liability or asset at each period end. At September 30, 2022, the Company had a series of forward exchange contracts outstanding through July 2023. At September 30, 2022 and 2021, the Company had $ 513.7 million and $ 198.4 million, respectively, of notional value for such foreign exchange derivative contracts outstanding. The following table summarizes the gain or loss associated with derivative contracts not designated as hedges in the Consolidated Statements of Income for the years ended September 30, 2022, 2021 and 2020. (in millions) Line Item 2022 2021 2020 Foreign exchange contracts Other non-operating expense (income) $ 25.6 $ ( 3.2 ) $ ( 10.8 ) Fair Value of Derivative Instruments The fair value of the Company’s outstanding derivative instruments in the Consolidated Statements of Financial Position are as follows: (in millions) Line Item 2022 2021 Derivative Assets Foreign exchange contracts - designated as hedge Other receivables $ 14.4 $ 5.2 Foreign exchange contracts - designated as hedge Deferred charges and other 0.4 0.9 Foreign exchange contracts - not designated as hedge Other receivables 7.4 0.7 Total Derivative Assets $ 22.2 $ 6.8 Derivative Liabilities Foreign exchange contracts - designated as hedge Accounts payable $ — $ 0.1 Foreign exchange contracts - designated as hedge Other long term liabilities 1.0 — Foreign exchange contracts - not designated as hedge Accounts payable 5.0 2.4 Total Derivative Liabilities $ 6.0 $ 2.5 92 Table of Contents SPECTRUM BRANDS HOLDINGS, INC. SB/RH HOLDINGS, LLC NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS NOTE 14 - DERIVATIVES (continued) 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 for the years ended September 30, 2022 and 2021. 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 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 September 30, 2022, and 2021, there was no cash collateral outstanding. In addition, as of September 30, 2022 and 2021, the Company had 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 September 30, 2022 and September 30, 2021 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 year ended September 30, 2022, 2021 and 2020, pre-tax: Gain (Loss) in OCI (in millions) 2022 2021 2020 Net investment hedge $ 75.8 $ 6.2 $ ( 33.0 ) 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. During the year ended September 30, 2020, the Company recognized a pre-tax loss of $ 1.2 million in earnings related to the translation of the undesignated portion of debt obligation. No pre-tax gain (loss) related to the translation of the undesignated portion of debt obligation was recognized in earnings during the years ended September 30, 2022 and 2021. 93 Table of Contents SPECTRUM BRANDS HOLDINGS, INC. SB/RH HOLDINGS, LLC NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS NOTE 15 - EMPLOYEE BENEFIT PLANS Defined Benefit Plans The Company has various defined benefit pension plans covering some of its employees. Plans generally provide benefits of stated amounts for each year of service. The Company funds its pension plans in accordance with the requirements of the defined benefit pension plans and, where applicable, in amounts sufficient to satisfy the minimum funding requirements of applicable laws. Additionally, in compliance with the Company’s funding policy, annual contributions to defined benefit plans are equal to the actuarial recommendations or statutory requirements in the respective countries. The Company sponsors or participates in a number of other non-U.S. pension arrangements, including various retirement and termination benefit plans, some of which are covered by local law or coordinated with government-sponsored plans, which are not significant in the aggregate. The following tables provide additional information on the pension plans as of September 30, 2022 and 2021: U.S. Plans Non U.S. Plans (in millions) 2022 2021 2022 2021 Changes in benefit obligation: Benefit obligation, beginning of year $ 71.4 $ 76.0 $ 176.1 $ 158.7 Obligations assumed from acquisition — — — 19.0 Service cost 0.5 0.5 1.2 1.5 Interest cost 1.9 1.8 2.1 2.1 Actuarial (gain) loss ( 16.1 ) ( 2.6 ) ( 45.7 ) ( 3.4 ) Plan Amendments — — — 0.1 Benefits paid ( 4.2 ) ( 4.3 ) ( 4.4 ) ( 5.0 ) Foreign currency exchange rate changes — — ( 28.2 ) 3.1 Benefit obligation, end of year 53.5 71.4 101.1 176.1 Changes in plan assets: Fair value of plan assets, beginning of year 69.6 64.6 147.4 120.5 Assets assumed from acquisition — — — 17.2 Actual return on plan assets ( 15.2 ) 9.0 ( 30.1 ) 4.6 Employer contributions 0.1 0.3 4.8 6.6 Benefits paid ( 4.2 ) ( 4.3 ) ( 4.4 ) ( 5.0 ) Foreign currency exchange rate changes — — ( 24.6 ) 3.5 Fair value of plan assets, end of year 50.3 69.6 93.1 147.4 Funded Status $ ( 3.2 ) $ ( 1.8 ) $ ( 8.0 ) $ ( 28.7 ) Amounts recognized in statement of financial position Deferred charges and other $ — $ — $ 4.6 $ 12.4 Other accrued expenses 0.1 0.1 — — Other long-term liabilities 3.1 1.7 12.6 41.1 Accumulated other comprehensive loss 10.9 9.4 21.8 43.2 Weighted average assumptions Discount rate 5.37 % 2.70 % 3.70 - 5.20 % 1.00 - 2.00 % Rate of compensation increase N/A N/A 2.75 % 2.50 % 94 Table of Contents SPECTRUM BRANDS HOLDINGS, INC. SB/RH HOLDINGS, LLC NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS NOTE 15 - EMPLOYEE BENEFIT PLANS (continued) The following table summarizes the projected benefit obligation, accumulated benefit obligation and fair value of plan assets for defined benefit plans with projected benefit obligations in excess of plan assets: U.S. Plans Non U.S. Plan (in millions) 2022 2021 2022 2021 Projected benefit obligation $ 53.5 $ 71.4 $ 51.8 $ 106.2 Accumulated benefit obligation 53.5 71.4 49.0 100.6 Fair value of plan assets 50.3 69.6 39.2 65.1 The following table contains the components of net periodic benefit cost from defined benefit plans for the years ended September 30, 2022, 2021 and 2020: U.S. Plans Non U.S. Plans (in millions) 2022 2021 2020 2022 2021 2020 Service cost $ 0.5 $ 0.5 $ 0.7 $ 1.2 $ 1.5 $ 1.7 Interest cost 1.9 1.8 2.2 2.1 2.1 1.9 Expected return on assets ( 3.2 ) ( 3.7 ) ( 4.1 ) ( 4.0 ) ( 4.0 ) ( 3.8 ) Settlements and curtailments — — 0.9 — — — Recognized net actuarial loss 0.8 1.4 0.9 2.8 3.4 3.7 Net periodic benefit cost $ — $ — $ 0.6 $ 2.1 $ 3.0 $ 3.5 Weighted average assumptions Discount rate 2.70 % 2.46 % 3.04 % 1.00 - 2.00 % 0.70 - 1.75 % 0.75 - 1.80 % Expected return on plan assets 5.00 % 6.00 % 6.50 % 0.99 - 4.06 % 0.70 - 3.40 % 3.07 - 3.40 % Rate of compensation increase N/A N/A N/A 2.50 % 2.25 % 2.25 % The discount rate is used to calculate the projected benefit obligation. The discount rate used is based on the rate of return on government bonds as well as current market conditions of the respective countries where the plans are established. The expected return on plan assets is based on the Company’s expectation of the long-term average rate of return of the capital market in which the plans invest. The expected return reflects the target asset allocations and considers the historical returns earned for each asset category. The components of net periodic benefit cost other than the service cost component are recognized as Other Non-Operating (Income) Expense, Net on the Statement of Income. The Company established formal investment policies for the assets associated with these plans. Policy objectives include maximizing long-term return at acceptable risk levels, diversifying among asset classes, if appropriate, and among investment managers, as well as establishing relevant risk parameters within each asset class. Specific asset class targets are based on the results of periodic asset/liability studies. The investment policies permit variances from the targets within certain parameters. The plan assets currently do not include holdings of the Company’s common stock. Below is a summary allocation of defined benefit plan assets as of September 30, 2022 and 2021: U.S. Plans Non U.S. Plans Asset Type 2022 2021 2022 2021 Equity Securities 31 % 30 % — % — % Fixed Income Securities 69 % 70 % 42 % 16 % Other — % — % 58 % 84 % Total 100 % 100 % 100 % 100 % The fair value of defined benefit plan assets by asset category as of September 30, 2022 and 2021 are as follows: September 30, 2022 September 30, 2021 (in millions) Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total Cash & cash equivalents $ 0.2 $ — $ — $ 0.2 $ 0.6 $ — $ — $ 0.6 Equity 4.9 6.1 — 11.0 8.1 8.3 — 16.4 Fixed income securities 25.1 8.1 — 33.2 29.6 9.9 — 39.5 Foreign equity 4.4 — — 4.4 4.8 — — 4.8 Foreign fixed income securities — 39.4 — 39.4 — 23.6 — 23.6 Life insurance contracts — 36.7 — 36.7 — 42.6 — 42.6 Annuity policy — — 10.6 10.6 — — 18.8 18.8 Other — 7.9 — 7.9 — 70.7 — 70.7 Total plan assets $ 34.6 $ 98.2 $ 10.6 $ 143.4 $ 43.1 $ 155.1 $ 18.8 $ 217.0 95 Table of Contents SPECTRUM BRANDS HOLDINGS, INC. SB/RH HOLDINGS, LLC NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS NOTE 15 - EMPLOYEE BENEFIT PLANS (continued) Subsequent to the Armitage acquisition and in accordance with the purchase agreement, the Company purchased a group annuity contract using plan assets and escrow funds withheld as part of the acquisition to cover the projected benefit obligation assumed in the purchase. The transaction represents an annuity buy-in, in accordance with United Kingdom ("UK") pension regulations, where the assets of the plan were invested in a bulk-purchase annuity policy with an insurance company, under which the Company retains both the fair value of the annuity contract and the pension benefit obligations related to this plan. Following the buy-in, individual policies will replace the bulk annuity policy in a buy-out transaction, which is expected to be completed during the year ending September 30, 2023 where the Company would de-recognize the assets and liabilities of the pension plan and realize a settlement gain or loss as a component of the net periodic pension cost. As of September 30, 2022, the fair value of the annuity contract is based on the calculated pension benefit obligation covered (Level 3). The following benefit payments are expected to be paid: (in millions) U.S. Plans Non U.S. Plans 2023 $ 4.7 $ 4.0 2024 4.1 4.3 2025 4.1 4.4 2026 4.2 4.7 2027 4.2 5.3 2028 - 2032 20.2 27.7 Defined Contribution Plans The Company sponsored defined contribution plans in which eligible participants may defer a fixed amount or a percentage of their eligible compensation, subject to limitations, pursuant to Section 401(k) of the Internal Revenue Code. The Company made discretionary matching contributions of eligible compensation. The Company also sponsors defined contribution plans for eligible employees of certain foreign subsidiaries. Contributions are discretionary and evaluated annually. Aggregate contributions charged to operations, including discretionary amounts, for the years ended September 30, 2022, 2021 and 2020, were $ 7.4 million, $ 6.0 million, and $ 7.1 million, respectively. NOTE 16 - INCOME TAXES Income tax expense was calculated based upon the following components of income (loss) from operations before income taxes for the years ended September 30, 2022, 2021 and 2020: SBH SB/RH (in millions) 2022 2021 2020 2022 2021 2020 United States $ ( 263.0 ) $ ( 147.2 ) $ ( 42.0 ) $ ( 260.6 ) $ ( 143.8 ) $ ( 110.8 ) Outside the United States 172.7 136.1 16.9 172.7 136.1 16.9 Loss from continuing operations before income taxes $ ( 90.3 ) $ ( 11.1 ) $ ( 25.1 ) $ ( 87.9 ) $ ( 7.7 ) $ ( 93.9 ) The components of income tax expense for the years ended September 30, 2022, 2021 and 2020 are as follows: SBH SB/RH (in millions) 2022 2021 2020 2022 2021 2020 Current tax expense: U.S. Federal $ 7.7 $ 3.0 $ 0.3 $ 7.7 $ 3.0 $ 0.3 Foreign 24.7 32.6 2.2 24.7 32.6 2.2 State and local ( 1.1 ) 2.4 0.2 ( 1.1 ) 2.4 0.2 Total current tax expense 31.3 38.0 2.7 31.3 38.0 2.7 Deferred tax (benefit) expense: U.S. Federal ( 26.5 ) ( 64.8 ) 9.1 ( 25.8 ) ( 63.4 ) ( 5.1 ) Foreign ( 1.2 ) 5.9 1.1 ( 1.2 ) 5.9 1.1 State and local ( 16.9 ) ( 5.5 ) 14.4 ( 17.2 ) ( 5.5 ) 15.8 Total deferred tax (benefit) expense ( 44.6 ) ( 64.4 ) 24.6 ( 44.2 ) ( 63.0 ) 11.8 Income tax (benefit) expense $ ( 13.3 ) $ ( 26.4 ) $ 27.3 $ ( 12.9 ) $ ( 25.0 ) $ 14.5 96 Table of Contents SPECTRUM BRANDS HOLDINGS, INC. SB/RH HOLDINGS, LLC NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS NOTE 16 - INCOME TAXES (continued) The following reconciles the total income tax expense, based on the U.S. Federal statutory income tax rate of 21 % with the Company’s recognized income tax expense: SBH SB/RH (in millions) 2022 2021 2020 2022 2021 2020 U.S. Statutory federal income tax benefit $ ( 19.0 ) $ ( 2.3 ) $ ( 5.3 ) $ ( 18.5 ) $ ( 1.6 ) $ ( 19.7 ) Permanent items ( 1.7 ) 13.9 13.6 ( 1.7 ) 13.9 13.6 Goodwill impairment — — 2.8 — — 2.8 Foreign statutory rate vs. U.S. statutory rate ( 4.7 ) ( 6.2 ) ( 13.8 ) ( 4.7 ) ( 6.2 ) ( 13.8 ) State income taxes, net of federal effect ( 8.3 ) ( 8.7 ) ( 0.6 ) ( 8.6 ) ( 8.7 ) ( 3.1 ) State effective rate change 1.2 2.6 7.2 1.2 2.6 7.8 UK effective rate change — 8.2 — — 8.2 — GILTI 16.5 4.9 3.7 16.5 4.9 3.7 GILTI impact of retroactive law changes ( 3.2 ) ( 18.1 ) — ( 3.2 ) ( 18.1 ) — Residual tax on foreign earnings 4.8 2.6 6.0 4.8 2.6 6.0 Change in valuation allowance 3.6 ( 27.1 ) 9.9 4.3 ( 27.1 ) 9.8 Unrecognized tax expense (benefit) 2.2 0.2 ( 8.5 ) 2.2 0.2 ( 8.5 ) Share based compensation adjustments ( 5.6 ) ( 0.7 ) 0.1 ( 5.3 ) 0.1 0.5 Research and development tax credits ( 1.9 ) ( 2.4 ) ( 1.6 ) ( 1.9 ) ( 2.4 ) ( 1.6 ) Foreign rate differential on intercompany transfer of intangibles — — 4.6 — — 4.6 Partnership outside basis adjustment 1.2 5.5 5.9 1.2 5.5 5.9 Return to provision adjustments and other, net 1.6 1.2 3.3 0.8 1.1 6.5 Income tax (benefit) expense $ ( 13.3 ) $ ( 26.4 ) $ 27.3 $ ( 12.9 ) $ ( 25.0 ) $ 14.5 The tax effects of temporary differences that give rise to deferred tax assets and deferred tax liabilities as of September 30, 2022 and 2021 are as follows: SBH SB/RH (in millions) 2022 2021 2022 2021 Deferred tax assets Employee benefits $ 25.9 $ 36.7 $ 25.9 $ 36.6 Inventories and receivables 42.0 25.1 42.0 25.1 Marketing and promotional accruals 16.0 17.0 16.0 17.0 Property, plant and equipment 0.9 0.6 0.9 0.6 Unrealized losses 31.9 19.1 31.9 19.1 Intangibles 11.1 10.0 11.1 10.0 Operating lease liabilities 23.0 25.9 23.0 25.9 Net operating loss and other carry forwards 577.4 563.5 255.6 245.5 Other 29.4 36.1 27.5 32.9 Total deferred tax assets 757.6 734.0 433.9 412.7 Deferred tax liabilities Property, plant and equipment 18.1 9.4 18.1 9.4 Unrealized gains 24.4 10.5 24.4 10.5 Intangibles 303.3 287.9 303.3 287.9 Operating lease assets 22.4 23.5 22.4 23.5 Investment in partnership 73.7 69.6 73.4 69.3 Taxes on unremitted foreign earnings 2.0 1.8 2.0 1.8 Other 12.0 24.1 12.0 24.0 Total deferred tax liabilities 455.9 426.8 455.6 426.4 Net deferred tax liabilities 301.7 307.2 ( 21.7 ) ( 13.7 ) Valuation allowance ( 337.4 ) ( 349.4 ) ( 233.7 ) ( 245.1 ) Net deferred tax liabilities, net valuation allowance $ ( 35.7 ) $ ( 42.2 ) $ ( 255.4 ) $ ( 258.8 ) Reported as: Deferred charges and other $ 24.4 $ 17.3 $ 23.9 $ 13.6 Deferred taxes (noncurrent liability) 60.1 59.5 279.3 272.4 97 Table of Contents SPECTRUM BRANDS HOLDINGS, INC. SB/RH HOLDINGS, LLC NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS NOTE 16 - INCOME TAXES (continued) On April 4, 2022, the U.S. District Court for the District of Colorado ruled that the IRC Section 245A temporary regulations (“June 2019 Regulations”) adopted by the Treasury Department in June of 2019 were invalid. The ruling is expected to be appealed, and the Company has been advised that similar challenges are ongoing in other U.S. districts. During the year ended September 30, 2022, the Company filed a protective amended U.S. income tax return consistent with the June 2019 Regulations being invalid. The Company has determined that this position is not more likely than not to be upheld and therefore did not record a tax benefit for this amended return for the year ended September 30, 2022. Should the June 2019 Regulations ultimately be found invalid, the Company estimates it would recognize a tax benefit of approximately $ 67.3 million. On November 20, 2020, the U.S. Treasury and the Internal Revenue Service issued Final Regulations (“November 2020 Regulations”) under Internal Revenue Code Sections 245A and 951A related to the treatment of previously disqualified basis under the GILTI regime. The November 2020 Regulations are effective for Fiscal 2022, but the Company can elect to apply them to Fiscal 2018 through Fiscal 2021. The Company expects that the sale of the HHI segment will allow use of tax benefits for years prior to Fiscal 2020 that would have been subject to federal and state tax limitations on the use of carryforwards absent the HHI sale. The Company has satisfied the requirements necessary to apply the Regulations retroactively and had therefore estimated and recorded a benefit of $ 11.4 million for the impact on years prior to Fiscal 2021 in the year ended September 30, 2021, with a benefit of $ 5.8 million recorded in the fourth quarter ended September 30, 2021 due to the HHI sale. The Company also expects to apply the Regulations to Fiscal 2021 and has included the impact in Fiscal 2021 income tax expense. The Company completed and filed the amended return implementing these November 2020 Regulations during Fiscal 2022 and recorded an additional $ 3.2 million tax benefit in the year ended September 30, 2022 for years prior to Fiscal 2020. On July 20, 2020, Final Regulations were issued under Internal Revenue Code Section 951A relating to the treatment of income that is subject to a high rate of tax under the global intangible low taxed income (“GILTI“) regime (“July 2020 Regulations“). The July 2020 Regulations are effective for Fiscal 2021, but the Company can elect to apply them to Fiscal 2019 and Fiscal 2020. The Company has applied the July 2020 Regulations to Fiscal 2020 and recorded a Fiscal 2020 benefit of $ 4.4 million. The Company expects that the sale of the HHI segment will allow use of tax benefits for years prior to Fiscal 2020 that would have been subject to federal and state tax limitations on the use of carryforwards absent the HHI sale. The Company implemented the July 2020 Regulations for Fiscal 2019 by filing an amended return. Therefore, a benefit of $ 6.7 million was recorded for the year ended September 30, 2021. The Tax Reform Act of December 22, 2017 included a tax on deemed repatriated accumulated earnings of foreign subsidiaries. The Company’s $ 25.1 million mandatory repatriation tax is payable over 8 years. The first payment was due January 2019. As of September 30, 2022, $ 16.9 million of the mandatory repatriation liability is still outstanding and $ 2.2 million is due and payable in the next 12 months but will be offset by previous payments and credits. To the extent necessary, the Company intends to utilize free cash flow from foreign subsidiaries in order to support management's plans to voluntarily accelerate pay down of U.S. debt, fund distributions to shareholders, fund U.S. acquisitions and satisfy ongoing U.S. operational cash flow requirements. The Company annually estimates the available earnings, permanent reinvestment classification and the availability of and management’s intent to use alternative mechanisms for repatriation for each jurisdiction in which the Company does business. Accordingly, the Company is providing residual U.S. and foreign deferred taxes on these earnings to the extent they cannot be repatriated in a tax-free manner. As of September 30, 2022, and 2021, the Company provided $ 2.0 million and $ 1.8 million, respectively, of residual foreign taxes on undistributed foreign earnings. As a result of the June 2019 Regulations and the deemed mandatory repatriation, the Company does not have significant prior year untaxed, undistributed earnings from its foreign operations at September 30, 2022. There were $ 500.6 million of the Company’s undistributed earnings taxed in the U.S. as a result of the mandatory deemed repatriation that was part of the Tax Reform Act, and the remaining earnings were taxed as a result of the June 2019 Regulations. The Company recorded GILTI inclusions for the tax year ended September 30, 2022 of $ 78.5 million. The Company estimates it generated untaxed, undistributed foreign earnings due to high-tax exceptions to GILTI inclusions under the Tax Reform Act for the year ended September 30, 2022 of $ 13.0 million and has cumulative untaxed, undistributed foreign earnings due to high-tax exceptions as of September 30, 2022 of $ 75.2 million. As of September 30, 2022, the Company has U.S. federal net operating and capital loss carryforwards (“NOLs”) of $ 1,382.3 million with a federal tax benefit of $ 290.3 million and tax benefits related to state NOLs of $ 77.8 million. These NOLs expire through years ending in 2042. As of September 30, 2022, the Company has $ 30.0 million of federal research and development credit carryforwards. $ 0.4 million of the credits expire Fiscal 2023 and the remainder begin expiring in the Company’s fiscal year ending September 30, 2031. As of September 30, 2022, the Company has foreign NOLs of $ 340.7 million and tax benefits of $ 83.1 million, which will expire beginning in the Company's fiscal year ending September 30, 2025. During the fiscal year ending September 30, 2021, the Company recorded $ 324.2 million of additional foreign net operating losses due to a tax-deductible impairment in Luxembourg of subsidiary stock but recorded a full valuation allowance on the tax benefits of those losses since they are expected to expire unused. Certain of the foreign NOLs have indefinite carryforward periods. A valuation allowance is recorded when it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of the deferred tax assets depends on the ability of the Company to generate sufficient taxable income of the appropriate character in the future and in the appropriate taxing jurisdictions. The Company has had multiple changes of ownership, as defined under Section 382 of the Internal Revenue Code of 1986, as amended, that subject the Company’s U.S. federal and state NOLs and other tax attributes to certain limitations. The annual limitation is based on a number of factors including the value of the Company’s stock (as defined for tax purposes) on the date of the ownership change, its net unrealized gain position on that date, the occurrence of realized gains in years subsequent to the ownership change and the effects of subsequent ownership changes (as defined for tax purposes), if any. Due to these limitations, the Company estimates, as of September 30, 2022, that $ 640.9 million of the total U.S. federal NOLs with a federal tax benefit of $ 134.6 million and $ 19.4 million of the tax benefit related to state NOLs will expire unused even if the Company generates sufficient income to otherwise use all of its NOLs. The Company also projects, as of September 30, 2022, that $ 79.5 million of tax benefits related to foreign NOLs will not be used. The Company has provided a full valuation allowance against these deferred tax assets. The expected gain from the sale of the HHI segment increases the likelihood that the Company can use certain deferred tax assets including federal net operating losses subject to certain limits, state net operating losses previously expected to expire unused, and state research and development credits also previously expected to expire unused; therefore, the Company released $ 29.2 million of valuation allowance on these deferred tax assets in Fiscal 2021. 98 Table of Contents SPECTRUM BRANDS HOLDINGS, INC. SB/RH HOLDINGS, LLC NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS NOTE 16 - INCOME TAXES (continued) As of September 30, 2022, the valuation allowance is $ 337.4 million, of which $ 257.5 million is related to U.S. net deferred tax assets and $ 79.9 million is related to foreign net deferred tax assets. As of September 30, 2021, the valuation allowance was $ 349.4 million, of which $ 253.0 million was related to U.S. net deferred tax assets and $ 96.4 million is related to foreign net deferred tax assets. As of September 30, 2020, the valuation allowance was $ 302.5 million, of which $ 283.6 million is related to U.S. net deferred tax assets and $ 18.9 million is related to foreign net deferred tax assets. During the year ended September 30, 2022, the Company decreased its valuation allowance for deferred tax assets by $ 12.0 million of which $ 4.5 million is related to an increase in valuation allowance against U.S. net deferred tax assets and $ 16.5 million related to a decrease in the valuation allowance against foreign net deferred tax assets. During the year ended September 30, 2021, the Company increased its valuation allowance for deferred tax assets by $ 46.9 million, of which $ 30.6 million was related to a decrease in valuation allowance against U.S. net deferred tax assets and $ 77.5 million related to an increase in the valuation allowance against foreign net deferred tax assets. As of September 30, 2022, the Company has recorded $ 46.2 million of valuation allowance against its U.S. state net operating losses. The total amount of unrecognized tax benefits at September 30, 2022 and 2021 are $ 100.9 million and $ 18.0 million, respectively. If recognized in the future, $ 100.9 million of the unrecognized tax benefits as of September 30, 2022 will impact the effective tax rate. The Company recognizes interest and penalties related to uncertain tax positions in income tax expense. As of September 30, 2022, and 2021 the Company had $ 1.4 million and $ 1.5 million of accrued interest and penalties related to uncertain tax positions. The impact on income tax expense related to interests and penalties for the year ended September 30, 2022 was a net decrease of $ 0.1 million. There was no impact on income tax expense related to interest and penalties for the years ended September 30, 2021. The following table summarizes the changes to the amount of unrecognized tax benefits for the years ended September 30, 2022, 2021 and 2020: (in millions) 2022 2021 2020 Unrecognized tax benefits, beginning of year $ 18.0 $ 13.8 $ 20.7 Gross increase – tax positions in prior period 84.4 4.1 1.0 Gross decrease – tax positions in prior period ( 2.9 ) ( 0.2 ) ( 4.4 ) Gross increase – tax positions in current period 1.7 1.2 2.4 Settlements — ( 0.2 ) ( 1.6 ) Lapse of statutes of limitations ( 0.3 ) ( 0.7 ) ( 4.3 ) Unrecognized tax benefits, end of year $ 100.9 $ 18.0 $ 13.8 The $ 84.4 million increase for unrecognized tax positions relating to prior periods during the year ended September 30, 2022 includes $ 67.3 million related to the protective amended U.S. tax return filed consistent with the June 2019 Regulations being invalid. The September 30, 2022 Consolidated Statement of Financial Position for SB/RH Holdings, LLC contains $ 2.7 million of income taxes receivable from its parent company, calculated as if SB/RH Holdings, LLC were a separate taxpayer. The Company files income tax returns in the U.S. federal jurisdiction and various state, local and foreign jurisdictions and is subject to ongoing examination by the various taxing authorities. The Company’s major taxing jurisdictions are the U.S., United Kingdom and Germany. In the U.S., federal tax filings for years prior to and including the Company’s fiscal year ended September 30, 2017 are closed. However, the federal NOLs from the Company’s fiscal years ended September 30, 2012 through December 31, 2015 are subject to Internal Revenue Service examination until the year that such net operating loss carryforwards are utilized, and those years are closed for audit. In addition, certain losses from 2002 to 2010 of entities acquired by the Company were able to be used in Fiscal 2019 and are subject to Internal Revenue Service examination until Fiscal 2019 is closed to audit. Filings in various U.S. state and local jurisdictions are also subject to audit and to date no significant audit matters have arisen. As of September 30, 2022, certain of the Company’s legal entities are undergoing income tax audits. The Company cannot predict the ultimate outcome of the examinations; however, it is reasonably possible that during the next twelve months some portion of previously unrecognized tax benefits could be recognized. NOTE 17 – SHAREHOLDER’S EQUITY SBH 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. The authorization is effective for 36 months. As part of the share repurchase program, SBH purchased treasury shares in open market purchases at market fair value in private purchases from employees or significant shareholders at fair value and through an accelerated share repurchase (“ASR”) agreement with a third-party financial institution. The following summarizes the activity of common stock repurchases under the program for the years ended September 30, 2022, 2021 and 2020: 2022 2021 2020 (in millions except per share data) Number of Shares Repurchased Average Price Per Share Amount Number of Shares Repurchased Average Price Per Share Amount Number of Shares Repurchased Average Price Per Share Amount Open Market Purchases 1.4 $ 97.34 $ 134.0 0.9 $ 93.13 $ 80.3 4.1 $ 56.97 $ 230.6 Private Purchases — — — 0.7 66.63 45.5 0.1 62.30 9.2 ASR — — — — — — 2.0 61.47 124.8 Total Purchases 1.4 $ 97.34 $ 134.0 1.6 $ 81.43 $ 125.8 6.2 $ 58.57 $ 364.6 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 under its $ 150.0 million rule 10b5-1 repurchase plan during the year ended September 30, 2022. On August 16, 2022, the Inflation Reduction Act of 2022 ("IRA") was enacted into law. The IRA imposes a 1% excise tax on stock repurchases made after December 31, 2022. 99 SPECTRUM BRANDS HOLDINGS, INC. SB/RH HOLDINGS, LLC NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS NOTE 17 – SHAREHOLDER’S EQUITY (continued) On November 18, 2019, SBH entered into an ASR to repurchase $ 125.0 million of the Company’s common stock. At inception, pursuant to the agreement, the Company paid $ 125.0 million to the financial institution using cash on hand and took delivery of 1.7 million shares, which represented approximately 85 % of the total shares the Company expected to receive based on the market price at the time of the initial delivery. The transaction was accounted for as an equity transaction. The fair value of shares received initially of $ 106.3 million was recorded as a treasury stock transaction, with the remainder of $ 18.7 million recorded as a reduction to additional paid-in capital. Upon initial receipt of the shares, there was an immediate reduction in the weighted average common shares calculation for basic and diluted earnings per share. On February 24, 2020, the Company closed and settled the ASR resulting in an additional delivery of 0.3 million shares, with a fair value of $ 18.5 million. The total number of shares repurchased under the ASR program was 2.0 million at an average cost per share of $ 61.59 , based on the volume-weighted average share price of the Company’s common stock during the calculation period of the ASR program, less the applicable contractual discount. NOTE 18 – SHARE BASED COMPENSATION Equity based incentive and performance compensation awards provided to employees, directors, officers and consultants, including the restricted stock units and stock options further discussed below, were issued pursuant to the Spectrum Brands Holdings, Inc. 2011 Omnibus Equity Awards Plan as approved and amended by the Spectrum Legacy stockholders, and the Spectrum Brands Holdings, Inc. 2020 Omnibus Equity Plan, as approved by the Spectrum stockholders. The following is a summary of the authorized and available shares per the respective plans: (number of shares, in millions) Authorized Available Spectrum Brands Holdings, Inc. 2011 Omnibus Equity Awards Plan 7.1 0.2 Spectrum Brands Holdings, Inc. 2020 Omnibus Equity Plan 1.2 1.2 Compensation costs for share-based payment arrangements are recognized as General and Administrative Expenses on the Consolidated Statements of Income. The following is a summary of the share based compensation expense for the years ended September 30, 2022, 2021 and 2020: (in millions) 2022 2021 2020 SBH $ 10.2 $ 28.9 $ 31.8 SB/RH $ 9.1 $ 27.2 $ 30.5 Restricted Stock Units ("RSUs") The Company recognizes share based compensation expense from the issuance of RSUs, primarily under its Long-Term Incentive Plan ("LTIP"). RSUs granted under the LTIP include a combination of time-based grants and performance-based grants. Compensation cost is 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. Time-based RSUs provide for either a three year cliff vesting or graded vesting depending upon the vesting conditions provided by the grant and the performance-based RSUs 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. The actual number of shares that will ultimately vest for the performance-based RSUs is dependent on the level of achievement of the specified performance conditions upon completion of the designated performance period. The Company assessed the probability of achievement of the performance conditions and recognized expense for the awards based on the probable achievement of such metrics. 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. RSUs are subject to forfeiture if employment terminates prior to vesting with forfeitures recognized as they occur. RSUs have dividend equivalents credited to the recipient and are paid only to the extent the RSU vests and the related stock is issued. RSUs are exercised upon completion of the vesting conditions. Shares issued upon exercise of RSUs are sourced from treasury shares when available. The Company regularly issues annual RSU grants under its LTIP during the first quarter of the fiscal year. The following is a summary of the RSUs granted during the fiscal year ending September 30, 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 0.05 $ 94.18 $ 4.8 0.04 $ 93.37 $ 3.7 Vesting in more than 12 months 0.08 95.34 8.1 0.08 95.34 8.1 Total time-based grants 0.13 94.90 12.9 0.12 94.71 11.8 Performance-based grants 0.20 95.57 19.4 0.20 95.57 19.4 Total grants 0.33 $ 95.30 $ 32.3 0.32 $ 95.24 $ 31.2 100 Table of Contents SPECTRUM BRANDS HOLDINGS, INC. SB/RH HOLDINGS, LLC NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS NOTE 18 – SHARE BASED COMPENSATION (continued) The following is a summary of RSU activity for the years ended September 30, 2022, 2021 and 2020: SBH SB/RH (in millions, except per share data) Shares Weighted Average Grant Date Fair Value Fair Value at Grant Date Shares Weighted Average Grant Date Fair Value Fair Value at Grant Date Outstanding and nonvested as of September 30, 2019 1.25 $ 53.58 $ 67.0 1.22 $ 53.22 $ 65.0 Granted 0.90 61.72 55.6 0.88 61.68 54.3 Forfeited ( 0.07 ) 60.79 ( 4.0 ) ( 0.06 ) 60.79 ( 3.9 ) Vested and exercised ( 0.68 ) 57.80 ( 39.3 ) ( 0.66 ) 57.29 ( 37.7 ) Outstanding and nonvested as of September 30, 2020 1.40 56.41 79.3 1.38 56.33 77.7 Granted 0.59 76.78 44.9 0.56 76.83 43.3 Forfeited ( 0.20 ) 65.52 ( 13.2 ) ( 0.20 ) 65.52 ( 13.2 ) Vested and exercised ( 0.33 ) 53.53 ( 17.8 ) ( 0.30 ) 52.82 ( 16.2 ) Outstanding and nonvested as of September 30, 2021 1.46 64.00 93.2 1.44 63.85 91.6 Granted 0.33 95.30 32.3 0.32 95.24 31.2 Forfeited ( 0.18 ) 78.90 ( 13.8 ) ( 0.18 ) 78.90 ( 13.8 ) Vested and exercised ( 0.60 ) 55.09 ( 33.4 ) ( 0.60 ) 54.34 ( 31.8 ) Outstanding and nonvested as of September 30, 2022 1.01 $ 77.22 $ 78.3 0.98 $ 77.03 $ 77.2 As of September 30, 2022, the remaining unrecognized pre-tax compensation cost associated with outstanding RSUs is $ 39.6 million for both SBH and SB/RH that would expected to be recognized over a weighted average period of 1.5 years, contingent upon realization of performance goals for performance based grants. If performance goals are not met, compensation cost may be not recognized, and previously recognized compensation cost would be reversed. Stock Options All stock options awards are fully vested and exercisable. The Company does not regularly grant new stock option awards and there were no awards granted during the years ended September 30, 2022, 2021 and 2020. Shares issued upon exercise of stock option awards are sourced from treasury shares when available. The following is a summary of outstanding stock option awards during the years ended September 30, 2022, 2021, and 2020: Stock Options (in millions, except per share data) Options Weighted Average Exercise Price Weighted Average Grant Date Fair Value Vested and exercisable at September 30, 2019 $ 0.23 $ 73.51 $ 4.79 Exercised ( 0.01 ) 52.83 3.55 Vested and exercisable at September 30, 2020 0.22 73.96 4.82 Exercised ( 0.06 ) 52.83 3.55 Vested and exercisable at September 30, 2021 0.16 82.36 5.32 Vested and exercisable at September 30, 2022 $ 0.16 $ 82.36 $ 5.32 No options were exercised during the year ended September 30, 2022. The intrinsic value of share options exercised during the years ended September 30, 2021 and 2020 was $ 2.5 million and $ 0.1 million, respectively. Cash received from the options exercises during the years ended September 30, 2021 and 2020 was $ 3.4 million and $ 0.3 million, respectively. As of September 30, 2022, the aggregate intrinsic value of outstanding and exercisable options was zero with the remaining contractual term of 2.3 years. 101 Table of Contents SPECTRUM BRANDS HOLDINGS INC. SB/RH HOLDINGS, LLC NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS NOTE 19 - ACCUMULATED OTHER COMPREHENSIVE INCOME The changes in the components of accumulated other comprehensive income (loss), net of taxes, was as follows: (in millions) Foreign Currency Translation Derivative Instruments Defined Benefit Pension Total Balance at September 30, 2019 $ ( 215.9 ) $ 4.9 $ ( 62.6 ) $ ( 273.6 ) Other comprehensive loss before reclassification ( 18.5 ) ( 6.2 ) ( 5.2 ) ( 29.9 ) Net reclassification for (gain) loss to income from continuing operations — ( 4.6 ) 4.6 — Net reclassification for gain to income from discontinued operations — ( 0.4 ) ( 0.3 ) ( 0.7 ) Other comprehensive loss before tax ( 18.5 ) ( 11.2 ) ( 0.9 ) ( 30.6 ) Deferred tax effect 0.1 11.7 ( 0.3 ) 11.5 Other comprehensive (loss) income, net of tax ( 18.4 ) 0.5 ( 1.2 ) ( 19.1 ) Adoption of ASU 2018-02 — ( 1.8 ) 2.1 0.3 Sale and deconsolidation of Coevorden operations (Note 3) 8.1 — — 8.1 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 (loss) income attributable to controlling interest ( 10.7 ) ( 1.3 ) 0.9 ( 11.1 ) Balance as of September 30, 2020 ( 226.6 ) 3.6 ( 61.7 ) ( 284.7 ) Other comprehensive income before reclassification 32.2 0.1 11.7 44.0 Net reclassification for loss to income from continuing operations — 9.2 4.8 14.0 Net reclassification for loss (gain) to income from discontinued operations — 0.1 ( 0.1 ) — Other comprehensive income before tax 32.2 9.4 16.4 58.0 Deferred tax effect — ( 6.6 ) ( 1.6 ) ( 8.2 ) Other comprehensive income, net of tax 32.2 2.8 14.8 49.8 Less: other comprehensive income from discontinued operations attributable to non-controlling interest 0.4 — — 0.4 Other comprehensive income attributable to controlling interest 31.8 2.8 14.8 49.4 Balance as of September 30, 2021 ( 194.8 ) 6.4 ( 46.9 ) ( 235.3 ) Other comprehensive (loss) income before reclassification ( 72.0 ) 30.7 18.3 ( 23.0 ) Net reclassification for (gain) loss to income from continuing operations — ( 20.2 ) 3.6 ( 16.6 ) Net reclassification for gain to income from discontinued operations — ( 2.4 ) ( 0.1 ) ( 2.5 ) Other comprehensive (loss) income before tax ( 72.0 ) 8.1 21.8 ( 42.1 ) Deferred tax effect ( 20.0 ) 2.3 ( 8.9 ) ( 26.6 ) Other comprehensive (loss) income, net of tax ( 92.0 ) 10.4 12.9 ( 68.7 ) Less: other comprehensive loss from continuing operations attributable to non-controlling interest ( 0.4 ) — — ( 0.4 ) Less: other comprehensive loss from discontinued operations attributable to non-controlling interest ( 0.5 ) — — ( 0.5 ) Other comprehensive (loss) income attributable to controlling interest ( 91.1 ) 10.4 12.9 ( 67.8 ) Balance as of September 30, 2022 $ ( 285.9 ) $ 16.8 $ ( 34.0 ) $ ( 303.1 ) The following table presents reclassifications of the gain (loss) on the Consolidated Statements of Income from AOCI for the periods indicated: (in millions) 2022 2021 2020 Defined Benefit Pension Derivative Instruments Total Defined Benefit Pension Derivative Instruments Total Defined Benefit Pension Derivative Instruments Total Net Sales $ — $ 0.1 $ 0.1 $ — $ 0.1 $ 0.1 $ — $ ( 0.1 ) $ ( 0.1 ) Cost of goods sold — 20.1 20.1 — ( 9.3 ) ( 9.3 ) — 4.7 4.7 Other non-operating expense (income), net ( 3.6 ) — ( 3.6 ) ( 4.8 ) — ( 4.8 ) ( 4.6 ) — ( 4.6 ) Income from discontinued operations, net of tax 0.1 2.4 2.5 0.1 ( 0.1 ) — 0.3 0.4 0.7 See Note 14 - Derivatives for further detail on the Company’s hedging activity. See Note 15 - Employee Benefit Plans for further detail over the Company’s defined benefit plans. 102 Table of Contents SPECTRUM BRANDS HOLDINGS INC. SB/RH HOLDINGS, LLC NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS NOTE 20 - 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. Environmental. The Company has realized commitments attributable to environmental remediation activities primarily associated with former manufacturing sites of the Company's HPC segment. In coordination with local and federal regulatory agencies, we have conducted testing on certain sites which have resulted in the identification of contamination that has been attributed to historic activities at the properties, resulting in the realization of incremental costs to be assumed by the Company towards the remediation of these properties and the recognition of an environmental remediation liability. We have not conducted invasive testing at all sites and locations and have identified an environmental remediation liability to the extent such remediation requirements have been identified and are considered estimable. As of September 30, 2022, there was an environmental remediation liability of $ 8.8 million with $ 4.7 million included in Other Current Liabilities and $ 4.1 million included in Other Long-Term Liabilities on the Consolidated Statements of Financial Position. As of September 30, 2021, there was an environmental remediation liability of $ 11.3 million included in Other Long-Term Liabilities on the Consolidated Statement of Financial Position. The Company’s environmental remediation liabilities are measured at the expected value of future cash outflows discounted to their present value using a discount rate of 5 %. Based on current estimates, the expected payments for environmental remediation for the next five years and thereafter at September 30, 2022 are as follows: (in millions) Amount 2023 $ 5.0 2024 2.6 2025 0.4 2026 0.3 2027 0.2 Thereafter 1.8 Total payments 10.3 Amount representing interest ( 1.5 ) Total environmental obligation $ 8.8 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 September 30, 2022, and 2021, the Company recognized $ 3.4 million and $ 3.0 million in product liability, respectively, included in Other Current Liabilities on the Consolidated Statement 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 $ 0.4 million of warranty accruals as of September 30, 2022 and 2021, included in Other Current Liabilities on the Consolidated Statement of Financial Statement. 103 Table of Contents SPECTRUM BRANDS HOLDINGS INC. SB/RH HOLDINGS, LLC NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS NOTE 20 - COMMITMENTS AND CONTINGENCIES Product Safety Recall. During the fourth quarter of the year ended September 30, 2022, the HPC segment initiated two voluntary product recalls in collaboration with the U.S. Consumer Product Safety Commission (" CPSC"), suspending sales of the affected products and issuing a stop sale with its customers. The Company has assessed the incremental costs attributable to the recall, including the anticipated returns from customers for existing retail inventory, write-off of inventory on hand, and other costs to facilitate the recall such as notification, shipping and handling, rework and destruction of affected products, as needed, and evaluated the probability of redemption. As a result, the Company recognized $ 7.5 million in Other Current Liabilities on the Consolidated Statement of Financial Position associated with the costs for the recalls as of September 30, 2022. Additionally, the Company has indemnification provisions that are contractually provided by third-parties for the affected products and as a result the Company has also recognized $ 4.7 million in Other Receivables on the Consolidated Statement of Financial Position related to recovery from such indemnification provisions. For the year ended September 30, 2022, the Company realized incremental charges of $ 5.5 million, net of indemnifications, of which $ 0.5 million was recognized as a reduction in Net Sales for anticipated returns and $ 4.9 million and $ 0.1 million as Cost of Goods Sold and General and Administrative Expenses on the Consolidated Statements of Operations for associated costs. Other. As of September 30, 2022, and 2021, the Company recognized legal reserves at our H&G division of approximately $ 2.0 million and $ 3.2 million, respectively, attributable to significant and unusual non-recurring claims with no previous history or precedent, included in Other Current Liabilities on the Consolidated Statement of Financial Position. NOTE 21 - SEGMENT INFORMATION The Company identifies its segments based upon the internal organization that is used by management for making operating decisions and assessing performance as the source of its reportable segments. The Company manages its continuing operations in three vertically integrated, product-focused reporting segments: (i) GPC, which consists of the Company’s global pet care business; (ii) H&G, which consists of the Company’s home and garden, insect control and cleaning products business and (iii) HPC, which consists of the Company’s global small kitchen and personal care appliances businesses. Global strategic initiatives and financial objectives for each reportable segment are determined at the corporate level. Each segment is responsible for implementing defined strategic initiatives and achieving certain financial objectives and has a president responsible for the sales and marketing initiatives and financial results for product lines within the segment. The segments are supported through center-led corporate shared service operations consisting of finance and accounting, information technology, legal and human resource, supply chain and commercial operations. Net sales relating to the segments for the years ended September 30, 2022, 2021 and 2020 are as follows: (in millions) 2022 2021 2020 HPC $ 1,370.1 $ 1,260.1 $ 1,107.6 GPC 1,175.3 1,129.9 962.6 H&G 587.1 608.1 551.9 Net sales $ 3,132.5 $ 2,998.1 $ 2,622.1 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 compensation arrangements that generally consist of non-cash stock based compensation. During the years ended September 30, 2021 and 2020, 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 quality for share based compensation, which were fully vested in November 2020. See Note 18 - Share Based Compensation for further details; • Incremental amounts attributable to strategic transactions and business development initiatives including, but not limited to, the acquisition or divestitures of a business, costs to effect and facilitate a transaction, including such cost to integrate or separate the respective business. These amounts are excluded from our performance metrics as they are reflective of incremental investment by the Company towards business development activities, incremental costs attributable to such transactions and are not considered recurring or reflective of the continuing ongoing operations of the consolidated group or segments; • Incremental amounts realized towards restructuring and optimization projects including, but not limited to, costs towards the development and implementation of strategies to optimize operations and improve efficiency, reduce costs, increase revenues, increase or maintain our current profit margins, including recognition of one-time exit or disposal costs. These amounts are excluded from our ongoing performance metrics as they are reflective of incremental investment by the Company towards significant initiatives controlled by management, incremental costs directly attributable to such initiatives, indirect impact or disruption to operating performance during implementation, and are not considered recurring or reflective of the continuing ongoing operations of the consolidated group or segments; • Unallocated shared costs associated with discontinued operations from certain shared and center-led administrative functions supporting 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 3 - 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 operating lease assets with below market rent, among others; • Non-cash gain from the remeasurement of the contingent consideration liability recognized during the year ended September 30, 2022, associated with the Tristar Business acquisition. See Note 4 - Acquisitions for further details; • Non-cash asset impairments or write-offs realized and recognized in earnings from continuing operations; 104 Table of Contents SPECTRUM BRANDS HOLDINGS INC. SB/RH HOLDINGS, LLC NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS NOTE 21 - SEGMENT INFORMATION (continued) • Gains attributable to the Company’s investment in Energizer common stock. During the year ended September 30, 2021, the Company sold its remaining shares in Energizer common stock. See Note 7 – 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 years ended September 30, 2022 and 2021. See Note 20 – Commitments and Contingencies for further detail; • Early settlement on certain foreign currency cash flow hedges in our EMEA region prior to their stated maturity due to changes in the Company's legal entity organizational structure and forecasted purchasing strategy of HPC finished goods inventory within the region, resulting in the recognition of realized gains during the third quarter ended July 3, 2022, plus the proforma effect of assumed losses following the early settlement date for subsequent settlement periods through the original stated maturities. See Note 14- Derivatives for further details; • Incremental costs recognized by the HPC segment attributable to the realization of product recalls initiated by the Company during the year ended September 30, 2022. See Note 20 - Commitments and Contingencies for further details; • Gain on extinguishment of the Salus CLO debt due to the discharge of the obligation during the year ended September 30, 2020; • Other adjustments primarily attributable to (1) costs associated with Salus as they are not considered a components of the continuing commercial products company (2) other key executive severance related costs; (3) asset write-off for exit of certain GPC brands within China during year ended September 30, 2022, and (4) write-off of cost based investment previously held by the GPC segment during the year ended September 30, 2022. (5) expenses and cost recovery for flood damage at the Company's facilities in Middleton, Wisconsin recognized during the years ended September 30, 2020 (6) foreign currency gains and losses attributable to multicurrency loans for the year ended September 30, 2020, that were entered into with foreign subsidiaries in exchange for the receipt of divestiture proceeds by the parent company and the distribution of the respective foreign subsidiaries’ net assets as part of the GBL and GAC divestitures. 105 Table of Contents SPECTRUM BRANDS HOLDINGS INC. SB/RH HOLDINGS, LLC NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS NOTE 21 - SEGMENT INFORMATION (continued) Segment Adjusted EBITDA in relation to the Company’s reportable segments for SBH for the years ended September 30, 2022, 2021, and 2020, is as follows: SBH (in millions) 2022 2021 2020 HPC $ 69.6 $ 102.6 $ 92.2 GPC 168.6 212.1 172.0 H&G 86.2 124.0 112.1 Total Segment Adjusted EBITDA 324.4 438.7 376.3 Corporate 41.3 46.9 52.4 Interest expense 99.4 116.5 93.7 Depreciation 49.0 51.9 59.3 Amortization 50.3 65.1 55.3 Share based compensation 10.2 29.4 36.1 Tristar acquisition and integration 24.3 0.1 — Rejuvenate acquisition and integration 6.8 10.8 — Armitage acquisition and integration 1.4 10.9 — Omega production integration 4.6 1.3 — HHI divestiture 6.3 9.6 — HPC separation initiatives 19.1 14.2 — Coevorden operations divestiture 8.8 11.6 5.5 Fiscal 2022 restructuring 9.8 — — Global ERP transformation 13.1 4.3 — GPC distribution center transition 35.8 15.2 — Global productivity improvement program 5.1 21.2 71.1 Russia closing initiative 1.9 — — HPC brand portfolio transitions 1.3 — — Other project costs 12.1 7.4 18.1 Unallocated shared costs 27.6 26.9 17.4 Non-cash purchase accounting adjustments 8.3 7.3 — Gain from remeasurement of contingent consideration liability ( 28.5 ) — — Loss on sale of Coevorden operations — — 26.8 Write-off from impairment of intangible assets — — 24.2 (Gain) loss on Energizer investment — ( 6.9 ) 16.8 Legal and environmental 1.5 6.0 — Salus CLO debt extinguishment — — ( 76.2 ) Early settlement of foreign currency cash flow hedges ( 5.1 ) — — HPC product recall 5.5 — — Salus and other 4.8 0.1 0.9 Loss from operations before income taxes $ ( 90.3 ) $ ( 11.1 ) $ ( 25.1 ) 106 Table of Contents SPECTRUM BRANDS HOLDINGS INC. SB/RH HOLDINGS, LLC NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS NOTE 21 - SEGMENT INFORMATION (continued) Segment Adjusted EBITDA in relation to the Company’s reportable segments for SB/RH for the years ended September 30, 2022, 2021, and 2020, is as follows: SB/RH (in millions) 2022 2021 2020 HPC $ 69.6 $ 102.6 $ 92.2 GPC 168.6 212.1 172.0 H&G 86.2 124.0 112.1 Total Segment Adjusted EBITDA 324.4 438.7 376.3 Corporate 39.9 44.9 47.5 Interest expense 99.8 116.8 93.2 Depreciation 49.0 51.9 59.3 Amortization 50.3 $ 65.1 55.3 Share and incentive based compensation 9.1 27.7 34.8 Tristar acquisition and integration 24.3 0.1 — Rejuvenate acquisition and integration 6.8 10.8 — Armitage acquisition and integration 1.4 10.9 — Omega production integration 4.6 1.3 — HHI divestiture 6.3 9.6 — HPC separation initiatives 19.1 14.2 — Coevorden operations divestiture 8.8 11.6 5.5 Fiscal 2022 restructuring 9.8 — — Global ERP transformation 13.1 4.3 — GPC distribution center transition 35.8 15.2 — Global productivity improvement program 5.1 21.2 71.1 Russia closing initiative 1.9 — — HPC brand portfolio transitions 1.3 — — Other project costs 12.1 7.4 18.1 Unallocated shared costs 27.6 26.9 17.4 Non-cash purchase adjustment 8.3 7.3 — Gain from remeasurement of contingent consideration liability ( 28.5 ) — — Loss on sale of Coevorden operations — — 26.8 Write-off from impairment of intangible assets — — 24.2 (Gain) loss on Energizer investment — ( 6.9 ) 16.8 Legal and environmental 1.5 6.0 — Gain on early settlement of cash flow hedges ( 5.1 ) — — HPC Product Recall 5.5 — — Other 4.5 0.1 0.2 Loss from operations before income taxes $ ( 87.9 ) $ ( 7.7 ) $ ( 93.9 ) Other financial information relating to the segments of SBH and SB/RH are as follows for the years ended September 30, 2022, 2021 and 2020 and as of September 30, 2022 and 2021: Depreciation and amortization (in millions) 2022 2021 2020 HPC $ 28.7 $ 44.0 $ 35.2 GPC 37.4 39.2 44.4 H&G 18.6 19.2 20.4 Total segments 84.7 102.4 100.0 Corporate and shared operations 14.6 14.6 14.6 Total depreciation and amortization $ 99.3 $ 117.0 $ 114.6 Capital expenditures (in millions) 2022 2021 2020 HPC $ 11.6 $ 9.3 $ 10.7 GPC 17.7 18.6 14.5 H&G 8.2 3.6 3.5 Total segment capital expenditures 37.5 31.5 28.7 Corporate and shared operations 26.5 12.1 15.4 Total capital expenditures $ 64.0 $ 43.6 $ 44.1 107 Table of Contents SPECTRUM BRANDS HOLDINGS INC. SB/RH HOLDINGS, LLC NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS NOTE 21 - SEGMENT INFORMATION (continued) SBH SB/RH Segment total assets (in millions) 2022 2021 2022 2021 HPC $ 1,231.0 $ 879.4 $ 1,231.0 $ 879.4 GPC 1,461.8 1,456.9 1,461.8 1,456.9 H&G 846.5 853.1 846.5 853.1 Total segment assets 3,539.3 3,189.4 3,539.3 3,189.4 Corporate and shared operations 419.6 341.0 505.1 418.3 Total assets $ 3,958.9 $ 3,530.4 $ 4,044.4 $ 3,607.7 Net sales SBH and SB/RH for the years ended September 30, 2022, 2021 and 2020 and long-lived asset information as of September 30, 2022 and 2021 by geographic area are as follows: Net sales to external parties - Geographic Disclosure (in millions) 2022 2021 2020 United States $ 1,901.6 $ 1,750.8 $ 1,627.4 Europe/MEA 820.0 877.8 683.9 Latin America 243.3 193.4 147.9 Asia-Pacific 108.5 112.0 101.8 North America - Other 59.1 64.1 61.1 Net sales $ 3,132.5 $ 2,998.1 $ 2,622.1 Long-lived assets - Geographic Disclosure (in millions) 2022 2021 United States $ 279.7 $ 234.3 Europe/MEA 52.8 64.4 Latin America 3.2 3.8 Asia-Pacific 10.6 14.2 Total long-lived assets $ 346.3 $ 316.7 NOTE 22 - EARNINGS PER SHARE – SBH Basic earnings per share is computed by dividing net income attributable to controlling interest by the weighted average number of common shares outstanding for the period. Diluted earnings per share reflects the dilution that would occur if share-based awards were converted into common shares that then shared in the net income of the entity available to common shareholders, as long as their effect is not antidilutive. In computing diluted earnings per share, basic earnings per share is adjusted for the assumed issuance of potentially diluted share-based awards. The Company uses the treasury stock method to reflect dilution of restricted stock units. Performance based restricted stock units are excluded if the performance targets upon which the issuance of the shares is contingent have not been achieved and the respective performance period has not been completed as of the end of the current period. The reconciliation of the numerator and denominator of the basic and diluted earnings per share calculation and the anti-dilutive shares for the years ended September 30, 2022, 2021 and 2020, are as follows: (in millions, except per share amounts) 2022 2021 2020 Numerator Net (loss) income from continuing operations attributable to controlling interest $ ( 77.2 ) $ 15.1 $ ( 52.7 ) Income from discontinued operations attributable to controlling interest 148.8 174.5 150.5 Net income attributable to controlling interest $ 71.6 $ 189.6 $ 97.8 Denominator Weighted average shares outstanding - basic 40.9 42.7 44.7 Dilutive shares — 0.5 — Weighted average shares outstanding - diluted 40.9 43.2 44.7 Earnings per share Basic earnings per share from continuing operations $ ( 1.89 ) $ 0.35 $ ( 1.18 ) Basic earnings per share from discontinued operations 3.64 4.09 3.37 Basic earnings per share $ 1.75 $ 4.44 $ 2.19 Diluted earnings per share from continuing operations $ ( 1.89 ) $ 0.35 $ ( 1.18 ) Diluted earnings per share from discontinued operations 3.64 4.04 3.37 Diluted earnings per share $ 1.75 $ 4.39 $ 2.19 Weighted average number of anti-dilutive shares excluded from denominator 0.2 — 0.2 108 Table of Contents Signatures Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. SPECTRUM BRANDS HOLDINGS, INC. By: /s/ David M. Maura David M. Maura Chief Executive Officer and Chairman of the Board DATE: November 22, 2022 Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated and on the above-stated date. Signature Title /s/ David M. Maura David M. Maura Chief Executive Officer and Chairman of the Board (Principal Executive Officer) /s/ Jeremy W. Smeltser Jeremy W. Smeltser Executive Vice President, Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) /s/ Leslie L. Campbell Leslie L. Campbell Director /s/ Joan Chow Joan Chow Director /s/ Sherianne James Sherianne James Director /s/ Gautam Patel Gautam Patel Director /s/ Terry L. Polistina Terry L. Polistina Director /s/ Hugh R. Rovit Hugh R. Rovit Director 109 Table of Contents Signatures Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. SB/RH HOLDINGS, LLC By: Spectrum Brands Holdings, Inc., its Sole Member By: /s/ David M. Maura David M. Maura Chief Executive Officer and Director DATE: November 22, 2022 Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Sole Member of the registrant and in the capacities indicated and on the above-stated date. Signature Title /s/ David M. Maura David M. Maura Chief Executive Officer and Chairman of the Board (Principal Executive Officer) /s/ Jeremy W. Smeltser Jeremy W. Smeltser Executive Vice President, Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) /s/ Leslie L. Campbell Leslie L. Campbell Director /s/ Joan Chow Joan Chow Director /s/ Sherianne James Sherianne James Director /s/ Gautam Patel Gautam Patel Director /s/ Terry L. Polistina Terry L. Polistina Director /s/ Hugh R. Rovit Hugh R. Rovit Director 110 Table of Contents EXHIBIT INDEX Exhibit 2.1 Agreement and Plan of Merger, dated as of February 24, 2018, by and among Spectrum Brands Legacy, Inc. (f.k.a. Spectrum Brands Holdings, Inc.), Spectrum Brands Holdings, Inc. (f.k.a. HRG Group, Inc.), HRG SPV Sub I, Inc. and HRG SPV Sub II, LLC (incorporated herein by reference to Exhibit 2.1 to the Current Report on Form 8-K filed with the SEC by Spectrum Brands Holdings, Inc. (f.k.a. HRG Group, Inc.) on February 26, 2018 (File No. 001-4219)) (Schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The Company agrees to furnish supplementally to the SEC a copy of any omitted schedule upon request ). Exhibit 2.2 Amendment No. 1 to Agreement and Plan of Merger, dated as of June 8, 2018, by and among Spectrum Brands Holdings, Inc., HRG Group, Inc., HRG SPV Sub I, Inc. and HRG SPV Sub II, LLC (incorporated herein by reference to Exhibit 2.2 to the Current Report on Form 8-K filed with the SEC by Spectrum Brands Holdings, Inc. (f.k.a. HRG Group, Inc.) on July 13, 2018 (File No. 001-4219)). Exhibit 2.3 Acquisition Agreement, dated as of November 15, 2018, by and among Spectrum Brands Holdings, Inc. and Energizer Holdings, Inc. (incorporated herein by reference to Exhibit 2.1 to the Current Report on Form 8-K filed with the SEC by Spectrum Brands Holdings, Inc. on November 19, 2018 (File No. 001-4219)) (Schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The Company agrees to furnish supplementally to the SEC a copy of any omitted schedule upon request ) . Exhibit 2.4 Amended and Restated Acquisition Agreement, dated as of November 15, 2018, by and between Energizer Holdings, Inc. and Spectrum Brands Holdings, Inc. (incorporated herein by reference to Exhibit 2.2 to the Current Report on Form 8-K filed with the SEC by Spectrum Brands Holdings, Inc on November 19, 2018 (File No. 001-4219) (Schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The Company agrees to furnish supplementally to the SEC a copy of any omitted schedule upon request ) . Exhibit 2.5 Asset and Stock Purchase Agreement, dated as of September 8, 2021, by and between Spectrum Brands, Inc. and ASSA ABLOY AB (inc orporated herein by reference to Exhibit 2.1 to the Current Report on Form 8-K filed with the SEC by Spectrum Brands Holdings, Inc. on September 8, 2021 (File No. 001-4219) (Schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The Company agrees to furnish supplementally to the SEC a copy of any omitted schedule upon request ) . Exhibit 2.6 Amendment No. 1 to Asset and Stock Purchase Agreement dated as of July 14, 2022, by and between Spectrum Brands, Inc. and ASSA ABLOY AB (incorporated herein by reference to Exhibit 2.1 to the Current Report on Form 8-K filed with the SEC by Spectrum Brands Holdings, Inc. on July 14, 2022 (File No. 001-4219) (Schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The Company agrees to furnish supplementally to the SEC a copy of any omitted schedule upon request ) . Exhibit 3.1 Amended and Restated Certificate of Incorporation of Spectrum Brands Holdings, Inc. (f.k.a. HRG Group, Inc.) (incorporated herein by reference to Exhibit 3.1 to the Current Report on Form 8-K filed with the SEC by Spectrum Bran ds Holdings, Inc. ( f.k.a HRG Group, Inc.) on July 13, 2018 (File No. 001-4219). Exhibit 3.2 C ertificate of Amendment to the Amended and Restated Certificate of Incorporate of the Registrant, filed with the Secre tary of State of the State of Delaware on August 3, 2021 (incorporated here in by reference to Exhibit 3.1 to the Current Report on Form 8-K filed with the SEC by Spectrum Brands Holdings, Inc. on August 3, 2021 (File No. 001-4219)). Exhibit 3.3 Third Restated By-Laws of Spectrum Brands Holdings, Inc. (incorporated herein by reference to Exhibit 3.1 to the Current Report on Form 8-K filed with the SEC by Spectrum Brands Holdings, Inc. on May 17, 2019 (File No. 001-04219)). Exhibit 3.4 Certificate of Formation of SB/RH Holdings, LLC (incorporated herein by reference to Exhibit 3.29 to the Registration Statement on Form S-4 filed with the SEC by Spectrum Brands, Inc. on December 3, 2013 (File No. 333-192634)). Exhibit 3.5 Operating Agreement of SB/RH Holdings, LLC (incorporated herein by reference to Exhibit 3.30 to the Registration Statement on Form S-4 filed with the SEC by Spectrum Brands, Inc. on December 3, 2013 (File No. 333-192634)). Exhibit 3.6 Certificate of Designation of Series B Preferred Stock of Spectrum Brands Holdings, Inc. (f.k.a. HRG Group, Inc.), as filed with the Secretary of State of Delaware on February 26, 2018. (incorporated herein by reference to Exhibit 3.3 to the Current Report on Form 8-K filed with the SEC by Spectrum Brands Holdings, Inc. (f.k.a. HRG Group, Inc.) on July 13, 2018 (File No. 001-4219)). Exhibit 4.1 Indenture governing Spectrum Brands, Inc.’s 6.125% Senior Notes due 2024, dated as of December 4, 2014, among Spectrum Brands, Inc., the guarantors named therein and US Bank National Association, as trustee (incorporated herein by reference to Exhibit 4.1 to the Current Report on Form 8-K filed with the SEC by Spectrum Brands Legacy, Inc. (f.k.a. Spectrum Brands Holdings, Inc.) on December 8, 2014 (File No. 001-34757)). Exhibit 4.2 Indenture governing Spectrum Brands, Inc.’s 5.750% Senior Notes due 2025, dated as of May 20, 2015, among Spectrum Brands, Inc., the guarantors named therein and US Bank National Association, as trustee (incorporated herein by reference to Exhibit 4.1 to the Current Report on Form 8-K filed with the SEC by Spectrum Brands Legacy, Inc. (f.k.a. Spectrum Brands Holdings, Inc.) on May 20, 2015 (File No. 001-34757)). Exhibit 4.3 Indenture governing Spectrum Brands, Inc.’s 4.000% Senior Notes due 2026, dated as of September 20, 2016, among Spectrum Brands, Inc., the guarantors named therein, U.S. Bank National Association, as trustee, Elavon Financial Services DAC, UK Branch, as paying agent and Elavon Financial Services DAC, as registrar and transfer agent (incorporated herein by reference to Exhibit 4.1 to the Current Report on Form 8-K filed with the SEC by Spectrum Brands Legacy, Inc. (f.k.a. Spectrum Brands Holdings, Inc.) on December 8, 2014 (File No. 001-34757)). Exhibit 4.4 Indenture governing Spectrum Brands, Inc.’s 5.00% Senior Notes due 2029, dated as of September 24, 2019, among Spectrum Brands, Inc., the guarantors named therein and US Bank National Association, as trustee (incorporated herein by reference to Exhibit 4.1 to the Current Report on Form 8-K filed with the SEC by Spectrum Brands Holdings, Inc. (f.k.a. HRG Group, Inc.) on September 24, 2019 (File No. 001-4219)). Exhibit 4.5 Indenture governing Spectrum Brands, Inc.’s 5.50% Senior Notes due 2030, dated as of June 30, 2020, among Spectrum Brands, Inc., the guarantors named therein and US Bank National Association, as trustee (filed by incorporation by reference to Exhibit 4.1 to the Current Report on Form 8-K filed with the SEC by Spectrum Brands Holdings, Inc. (f.k.a. HRG Group, Inc.) on June 30, 2020 (File No. 001-4219)). Exhibit 4.6 Indenture governing the 3.875% Senior Notes due 2031, dated as of March 3, 2021, among Spectrum Brands, Inc., the guarantors party thereto and US Bank National Association, as trustee (incorporated herein by reference to Exhibit 4.1 to the Current Report on Form 8-K filed with the SEC by Spectrum Brands Holdings, Inc. on March 3, 2021 (File No. 001-4219). Exhibit 4.7 Rights Agreement, dated as of February 24, 2018, between Spectrum Brands Holdings, Inc. (f.k.a. HRG Group, Inc.) and American Stock Transfer & Trust Company, LLC, as Rights Agent, which includes the Form of Certificate of Designation of Series B Preferred Stock of Spectrum Brands Holdings, Inc. (f.k.a. HRG Group, Inc.) as Exhibit A, the Form of Right Certificate as Exhibit B and the Summary of Terms of the Rights Agreement as Exhibit C (incorporated herein by reference to Exhibit 4.1 to the Current Report on Form 8-K filed with the SEC by Spectrum Brands Holdings, Inc. (f.k.a. HRG Group, Inc.) on February 26, 2018 (File No. 001-4219)). Exhibit 4.8 Description of Capital Stock of Spectrum Brands, Holdings, Inc. (incorporated herein by reference to Exhibit 4.8 to Amendment No. 1 to the Annual Report on Form 10-K/A filed with the SEC by Spectrum Brands Holdings, Inc. (f.k.a. HRG Group, Inc.) on January 28, 2020 (File No. 001-4219)). Exhibit 10.1 Amended and Restated Credit Agreement, dated as of June 30, 2020 among the Company, SB/RH Holdings, the guarantors party thereto, the lenders party thereto from time to time, and Royal Bank of Canada, as the administrative agent (incorporated herein by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC by Spectrum Brands Holdings, Inc. on June 30, 2020 (File No. 001-4219)) . 111 Table of Contents Exhibit 10.2 First Amendment to Amended and Restated Credit Agreement, dated as of March 3, 2021 (to the Amended and Restated Credit Agreement dated as of June 30, 2020), by and among the Company, SB/RH Holdings, Royal Bank of Canada, as the administrative agent and the lenders party thereto (incorporated herein by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC by Spectrum Brands ). Exhibit 10.3 Second Amendment to Amended and Restated Credit Agreement, dated as of December 10, 2021 (to the Amended and Restated Credit Agreement dated as of June 30, 2020) by and among the Company, SB/RH Holdings, the guarantors party thereto, the lenders party thereto from time to time, and Royal Bank of Canada, as the administrative agent. (incorporated herein by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q filed with the SEC by Spectrum Brands on February 4, 2022 (File No. 001-4219)) . Exhibit 10.4 Third Amendment to Amended and Restated Credit Agreement, dated as of February 3, 2022 (to the Amended and Restated Credit Agreement dated as of June 30, 2020), by and among the Company, SB/RH Holdings, Royal Bank of Canada, as the administrative agent, the guarantors party thereto and the lenders party thereto (incorporated herein by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC by Spectrum Brands on February 18, 2022 (File No. 001-4219)) . Exhibit 10.5 Fourth Amendment to Amended and Restated Credit Agreement, dated as of November 17, 2022 (to the Amended and Restated Credit Agreement dated as of June 30, 2020), by and among the Company, SB/RH Holdings, Royal Bank of Canada, as the administrative agent, the guarantors party thereto and the lenders party thereto (incorporated herein by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC by Spectrum Brands on November 18, 2022 (File No. 001-4219)) . Exhibit 10.6 Security Agreement, dated as of June 23, 2015, by and among Spectrum Brands, Inc., SB/RH Holdings, LLC, the subsidiary guarantors party thereto from time to time and Deutsche Bank AG New York Branch, as collateral agent (incorporated herein by reference to Exhibit 10.2 to the Current Report on Form 8-K filed with the SEC by Spectrum Brands Legacy, Inc. (f.k.a. Spectrum Brands Holdings, Inc.) on June 23, 2015 (File No. 001-34757)). Exhibit 10.7 Loan Guaranty, dated as of June 23, 2015, by and among SB/RH Holdings, LLC, the subsidiary guarantors party thereto from time to time and Deutsche Bank AG New York Branch, as administrative agent and collateral agent (incorporated herein by reference to Exhibit 10.3 to the Current Report on Form 8-K filed with the SEC by Spectrum Brands Legacy, Inc. (f.k.a. Spectrum Brands Holdings, Inc.) on June 23, 2015 (File No. 001-34757)). Exhibit 10.8+ Amended & Restated Spectrum Brands Holdings, Inc. 2011 Omnibus Equity Award Plan (incorporated herein by reference to Exhibit 4.8 to the Registration Statement filed on Form S-8 with the SEC by Spectrum Brands Legacy, Inc. (f.k.a. Spectrum Brands Holdings, Inc.) on February 1, 2017 (File No. 333-215850)). Exhibit 10.9+ Form of Restricted Stock Unit Agreement under the Amended & Restated Spectrum Brands Holdings, Inc. 2011 Omnibus Equity Award Plan (incorporated herein by reference to Exhibit 4.9 to the Registration Statement filed on Form S-8 with the SEC by Spectrum Brands Legacy, Inc. (f.k.a. Spectrum Brands Holdings, Inc.) on February 1, 2017 (File No. 333-215850)). Exhibit 10.10+ Form of Performance Compensation Award Agreement under the Amended & Restated Spectrum Brands Holdings, Inc. 2011 Omnibus Equity Award Plan (incorporated herein by reference to Exhibit 4.10 to the Registration Statement filed on Form S-8 filed with the SEC by Spectrum Brands Legacy, Inc. (f.k.a. Spectrum Brands Holdings, Inc.) on February 1, 2017 (File No. 333-215850)). Exhibit 10.11+ Spectrum Brands Holdings, Inc. 2020 Omnibus Equity Plan (incorporated herein by reference to Exhibit 4.1 to the Registration Statement on Form S-8 filed with the SEC by Spectrum Brands Holdings, Inc.) on August 7, 2020 (File No. 333- 242343). Exhibit 10.12+ Amended and Restated Employment Agreement dated April 25, 2018, by and between Spectrum Brands, Inc., Spectrum Brands Holdings, Inc. and David M. Maura (filed by incorporation by reference to Exhibit 10.1 to a Current Report on Form 8-K filed with the SEC by Spectrum Brands Legacy, Inc. (f.k.a. Spectrum Brands Holdings, Inc.) on May 1, 2018 (File No. 001-34757)). Exhibit 10.13+ Employment Agreement, dated as of September 13, 2018, by and among Ehsan Zargar, Spectrum Brands Holdings, Inc. (f.k.a. HRG Group, Inc.) and Spectrum Brands, Inc. (incorporated herein by reference to Exhibit 10.41 to the Annual Report on Form 10-K filed with the SEC by Spectrum Brands Holdings, Inc. (f.k.a. HRG Group, Inc.) on November 23, 2018 (File NO. 001-4219)). Exhibit 10.14+ Form of Agreement with David Maura and Ehsan Zargar Regarding Certain Provisions of Such Executive’s Respective Prior Separation Agreements with HRG Group, Inc. (incorporated herein by reference to Exhibit 10.2 to the Quarterly Report on Form 10-Q filed with the SEC by Spectrum Brands Holdings, Inc. (f.k.a. HRG Group, Inc.) on February 7, 2019 (File No. 001-4219)). Exhibit 10.15+ Employment Agreement, dated as of September 9, 2019, by and between Spectrum Brands Holdings, Inc. and Jeremy W. Smeltser. (incorporated herein by reference to Exhibit 10.2 to the Current Report on Form 8-K filed with the SEC by Spectrum Brands Holdings, Inc.(f.k.a. HRG Group, Inc.) on September 9, 2019 (File No. 001-4219)). Exhibit 10.16+ Employment Agreement, dated as of September 9, 2019, by and between Spectrum Brands Holdings, Inc. and Randal D. Lewis. (incorporated herein by reference to Exhibit 10.3 to the Current Report on Form 8-K filed with the SEC by Spectrum Brands Holdings, Inc.(f.k.a. HRG Group, Inc.) on September 9, 2019 (File No. 001-4219)). Exhibit 10.16+* Separation Agreement, dated as of August 30, 2022, by and between Spectrum Brands Holdings, Inc. and Randal D. Lewis. Exhibit 10.17+ Letter Agreement, dated as of September 9, 2019, by and between Spectrum Brands Holdings, Inc. and Rebeckah Long. (incorporated herein by reference to Exhibit 10.4 to the Current Report on Form 8-K filed with the SEC by Spectrum Brands Holdings, Inc. (f.k.a. HRG Group,Inc.) on September 9, 2019 (File No. 001-4219)). Exhibit 10.18+ Severance Agreement, dated as of September 9, 2019, by and between Spectrum Brands Holdings, Inc. and Rebeckah Long. (incorporated herein by reference to Exhibit 10.5 to the Current Report on Form 8-K filed with the SEC by Spectrum Brands Holdings, Inc. (f.k.a. HRG Group, Inc.) on September 9, 2019 (File No. 001-4219)). Exhibit 10.18+* Separation Agreement, dated as of August 30, 2022, by and between Spectrum Brands Holdings, Inc. and Rebeckah Long. Exhibit 10.20+ Form of Restricted Stock Unit Award Agreement effective as of December 22, 2020 (incorporated herein by reference to Exhibit 10.4 to the Quarterly Report on Form 10-Q filed with the SEC by Spectrum Brands Holdings, Inc. on May 7, 2021 (File No. 001-4219)). Exhibit 10.21+ Form of Performance Based Restricted Stock Unit Agreement effective as of December 22, 2020 (incorporated herein by reference to Exhibit 10.5 to the Quarterly Report on Form 10-Q filed with the SEC by Spectrum Brands Holdings, Inc. on May 7, 2021 (File No. 001-4219)). Exhibit 10.22+ Form of Service Based Restricted Stock Unit Agreement effective as of December 22, 2020 (incorporated herein by reference to Exhibit 10.6 to the Quarterly Report on Form 10-Q filed with the SEC by Spectrum Brands Holdings, Inc. on May 7, 2021 (File No. 001-4219)). Exhibit 21.1*** Subsidiaries of Registrant Exhibit 21.2* List of Guarantor Subsidiaries Exhibit 23.1* Consent of Independent Registered Public Accounting Firm Exhibit 31.1* Certification of Chief Executive Officer required by Rule 13a-14(a) or Rule 15d-14(a) of the Securities and Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. Spectrum Brands Holdings, Inc. Exhibit 31.2* Certification of Chief Financial Officer required by Rule 13a-14(a) or Rule 15d-14(a) of the Securities and Exchange Act of 1934, as adopted pursuant to Section 302 the Sarbanes-Oxley Act of 2002. Spectrum Brands Holdings, Inc. 112 Table of Contents Exhibit 31.3* Certification of Chief Executive Officer required by Rule 13a-14(a) or Rule 15d-14(a) of the Securities and Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. SB/RH Holdings, LLC Exhibit 31.4* Certification of Chief Financial Officer required by Rule 13a-14(a) or Rule 15d-14(a) of the Securities and Exchange Act of 1934, as adopted pursuant to Section 302 the Sarbanes-Oxley Act of 2002. SB/RH Holdings, LLC Exhibit 32.1* Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. Spectrum Brands Holdings, Inc. Exhibit 32.2* Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. Spectrum Brands Holdings, Inc. Exhibit 32.3* Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. SB/RH Holdings, LLC Exhibit 32.4* Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. SB/RH Holdings, LLC _____________________________ * Filed herewith ** In accordance with Regulation S-T, the XBRL-related information in Exhibit 101 to this Annual Report on Form 10-K shall be deemed to be furnished and not filed. *** Filed herewith, with respect to Spectrum Brands Holdings, Inc. SB/RH Holdings, LLC meets the conditions set forth in General Instruction I(1)(a) and (b) of Form 10-K and has therefore omitted the list of subsidiaries exhibit otherwise required by Item 601 of Regulation S-K as allowed under General Instruction I(2)(b). + Denotes a management contract or compensatory plan or arrangement. 113