What changed in this filing

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Item 1. Financial Statements

2023-08-11 compared with 2023-05-12 · 410 added, 295 removed, 849 unchanged (45% of the section changed)

2 unchanged sentences

Condensed Consolidated Statements of Financial Position

As of April 2, 2023 and September 30, 2022

As of July 2, 2023 and September 30, 2022

(in millions)

April 2, 2023 September 30, 2022

July 2, 2023 September 30, 2022

Cash and cash equivalents $ 2,930.2 $ 243.7

16 unchanged sentences

Accrued interest 34.3 27.6

Income tax payable 606.5 15.5

Other current liabilities 186.1 187.5

20 unchanged sentences

Condensed Consolidated Statements of Income

For the three and six month periods ended April 2, 2023 and April 3, 2022

Three Month Periods Ended Six Month Periods Ended

For the three and nine month periods ended July 2, 2023 and July 3, 2022

Three Month Periods Ended Nine Month Periods Ended

(in millions, except per share)

April 2, 2023 April 3, 2022 April 2, 2023 April 3, 2022

July 2, 2023 July 3, 2022 July 2, 2023 July 3, 2022

Net sales $ 735.5 $ 818.0 $ 2,178.1 $ 2,383.0

4 unchanged sentences

Research and development 5.3 6.1 16.6 22.0

Impairment of goodwill 111.1 — 111.1 —

Impairment of intangible assets 53.7 — 120.7 —

Gain from remeasurement of contingent consideration liability — ( 25.0 ) ( 1.5 ) ( 25.0 )

Total operating expenses 388.2 237.3 901.7 744.2

Operating loss ( 77.0 ) ( 8.1 ) ( 97.2 ) ( 32.0 )

Operating (loss) income ( 124.7 ) 38.7 ( 221.8 ) 6.7

Interest expense 38.9 26.0 103.9 72.4

Other non-operating expense (income), net 1.2 ( 0.9 ) ( 0.3 ) ( 0.3 )

Loss from continuing operations before income taxes ( 109.8 ) ( 31.9 ) ( 161.9 ) ( 78.1 )

Income tax benefit ( 34.8 ) ( 6.8 ) ( 46.9 ) ( 22.8 )

Net loss from continuing operations ( 75.0 ) ( 25.1 ) ( 115.0 ) ( 55.3 )

Interest income ( 5.4 ) ( 0.1 ) ( 5.6 ) ( 0.5 )

Other non-operating expense, net 0.1 7.8 0.1 7.9

(Loss) income from continuing operations before income taxes ( 158.3 ) 5.0 ( 320.2 ) ( 73.1 )

Income tax expense (benefit) 13.9 2.0 ( 33.0 ) ( 20.8 )

Net (loss) income from continuing operations ( 172.2 ) 3.0 ( 287.2 ) ( 52.3 )

Income from discontinued operations, net of tax 2,031.8 29.9 2,072.7 109.8

Net (loss) income ( 53.6 ) 16.0 ( 74.1 ) 24.6

Net income 1,859.6 32.9 1,785.5 57.5

Net income from continuing operations attributable to non-controlling interest 0.2 — 0.5 —

Net income from discontinued operations attributable to non-controlling interest 0.2 0.2 0.3 0.7

Net (loss) income attributable to controlling interest $ ( 53.7 ) $ 15.9 $ ( 74.6 ) $ 24.1

Net income attributable to controlling interest $ 1,859.2 $ 32.7 $ 1,784.7 $ 56.8

Amounts attributable to controlling interest

Net loss from continuing operations attributable to controlling interest $ ( 75.1 ) $ ( 25.1 ) $ ( 115.3 ) $ ( 55.3 )

Net (loss) income from continuing operations attributable to controlling interest $ ( 172.4 ) $ 3.0 $ ( 287.7 ) $ ( 52.3 )

Net income from discontinued operations attributable to controlling interest 2,031.6 29.7 2,072.4 109.1

Net (loss) income attributable to controlling interest $ ( 53.7 ) $ 15.9 $ ( 74.6 ) $ 24.1

Net income attributable to controlling interest $ 1,859.2 $ 32.7 $ 1,784.7 $ 56.8

Earnings Per Share

12 unchanged sentences

Condensed Consolidated Statements of Comprehensive Income

For the three and six month periods ended April 2, 2023 and April 3, 2022

For the three and nine month periods ended July 2, 2023 and July 3, 2022

Three Month Periods Ended

Six Month Periods Ended

(in millions)

April 2, 2023 April 3, 2022 April 2, 2023 April 3, 2022

Net (loss) income $ ( 53.6 ) $ 16.0 $ ( 74.1 ) $ 24.6

Other comprehensive (loss) income

Nine Month Periods Ended

July 2, 2023 July 3, 2022 July 2, 2023 July 3, 2022

Net income $ 1,859.6 $ 32.9 $ 1,785.5 $ 57.5

Other comprehensive income

Foreign currency translation adjustment

Foreign currency translation gain (loss) 9.8 ( 51.5 ) 97.4 ( 68.8 )

Unrealized (loss) gain from net investment hedge ( 12.5 ) 11.9 ( 46.4 ) 22.5

Unrealized gain (loss) from net investment hedge 1.8 24.8 ( 44.6 ) 47.3

Foreign currency translation adjustment before tax 11.6 ( 26.7 ) 52.8 ( 21.5 )

4 unchanged sentences

Net reclassification for loss (gain) to income from continuing operations 3.6 ( 4.9 ) 6.0 ( 8.5 )

Net reclassification for gain to income from discontinued operations ( 0.1 ) ( 0.7 ) ( 0.1 ) ( 1.2 )

Net reclassification for loss (gain) to income from discontinued operations 2.4 ( 0.9 ) 2.3 ( 2.1 )

Unrealized (loss) gain on hedging instruments after reclassification ( 3.0 ) ( 1.5 ) ( 33.1 ) 1.2

2 unchanged sentences

Defined benefit pension (loss) gain

Defined benefit pension gain (loss) before reclassification 0.1 1.0 ( 2.1 ) 1.7

Net reclassification for (gain) loss to income from continuing operations ( 0.7 ) 1.0 0.2 2.0

Defined benefit pension (loss) gain before reclassification ( 1.2 ) 2.3 ( 3.3 ) 4.1

Net reclassification for loss to income from continuing operations 1.0 1.1 1.2 3.1

Net reclassification for gain to income from discontinued operations ( 0.1 ) ( 0.1 ) ( 0.1 ) ( 0.1 )

Defined benefit pension (loss) gain after reclassification ( 0.3 ) 3.3 ( 2.2 ) 7.1

1 unchanged sentence

Net defined benefit pension (loss) gain ( 0.3 ) 2.4 ( 0.9 ) 2.7

Deconsolidation of discontinued operations 26.1 — 26.1 —

Net change to derive comprehensive income for the period 34.8 ( 31.5 ) 65.6 ( 27.5 )

Comprehensive (loss) income ( 37.4 ) 15.9 ( 43.4 ) 28.6

Comprehensive income (loss) from continuing operations attributable to non-controlling interest 0.1 ( 0.1 ) 0.3 ( 0.1 )

Comprehensive income from discontinuing operations attributable to non-controlling interest 0.1 — 0.2 0.1

Comprehensive (loss) income attributable to controlling interest $ ( 37.6 ) $ 16.0 $ ( 43.9 ) $ 28.6

Comprehensive income 1,894.4 1.4 1,851.1 30.0

Comprehensive (loss) income from continuing operations attributable to non-controlling interest — ( 0.1 ) 0.2 ( 0.2 )

Comprehensive loss from discontinued operations attributable to non-controlling interest ( 0.2 ) ( 0.3 ) — ( 0.2 )

Deconsolidation of discontinued operations attributable to non-controlling interest 0.7 — 0.7 —

Comprehensive income attributable to controlling interest $ 1,893.9 $ 1.8 $ 1,850.2 $ 30.4

See accompanying notes to the condensed consolidated financial statements

1 unchanged sentence

Condensed Consolidated Statements of Shareholders' Equity

For the six month period ended April 2, 2023

For the nine month period ended July 2, 2023

Common Stock Additional

19 unchanged sentences

Dividends declared — — — ( 17.6 ) — — ( 17.6 ) — ( 17.6 )

Balances at April 2, 2023 41.0 $ 0.5 $ 2,016.2 $ 252.6 $ ( 272.9 ) $ ( 814.2 ) $ 1,182.2 $ 6.9 $ 1,189.1

Balances as of April 2, 2023 41.0 0.5 2,016.2 252.6 ( 272.9 ) ( 814.2 ) 1,182.2 6.9 1,189.1

Net (loss) income from continuing operations — — — ( 172.4 ) — — ( 172.4 ) 0.2 ( 172.2 )

Income from discontinued operations, net of tax — — — 2,031.6 — — 2,031.6 0.2 2,031.8

Deconsolidation of discontinued operations — — — — 25.4 — 25.4 ( 5.9 ) 19.5

Other comprehensive income, net of tax — — — — 8.9 — 8.9 ( 0.2 ) 8.7

Accelerated share repurchase ( 5.3 ) — ( 100.0 ) — — ( 403.8 ) ( 503.8 ) — ( 503.8 )

Restricted stock issued and related tax withholdings — — ( 1.6 ) — — 0.8 ( 0.8 ) — ( 0.8 )

Share based compensation — — 5.1 — — — 5.1 — 5.1

Dividends declared — — — ( 17.5 ) — — ( 17.5 ) — ( 17.5 )

Balances at July 2, 2023 35.7 $ 0.5 $ 1,919.7 $ 2,094.3 $ ( 238.6 ) $ ( 1,217.2 ) $ 2,558.7 $ 1.2 $ 2,559.9

See accompanying notes to the condensed consolidated financial statements

SPECTRUM BRANDS HOLDINGS, INC

Condensed Consolidated Statements of Shareholders' Equity

For the six month period ended April 3, 2022

For the nine month period ended July 3, 2022

Common Stock Additional

24 unchanged sentences

Balances as of April 3, 2022 40.8 0.5 2,033.2 348.7 ( 231.3 ) ( 828.8 ) 1,322.3 6.3 1,328.6

Net income from continuing operations — — — 3.0 — — 3.0 — 3.0

Income from discontinued operations, net of tax — — — 29.7 — — 29.7 0.2 29.9

Other comprehensive loss, net of tax — — — — ( 31.1 ) — ( 31.1 ) ( 0.4 ) ( 31.5 )

Share based compensation — — ( 0.8 ) — — — ( 0.8 ) — ( 0.8 )

Dividends declared — — — ( 17.0 ) — — ( 17.0 ) — ( 17.0 )

Balances at July 3, 2022 40.8 $ 0.5 $ 2,032.4 $ 364.4 $ ( 262.4 ) $ ( 828.8 ) $ 1,306.1 $ 6.1 $ 1,312.2

See accompanying notes to the condensed consolidated financial statements

1 unchanged sentence

Condensed Consolidated Statements of Cash Flows

For the six month periods ended April 2, 2023 and April 3, 2022

Six Month Periods Ended

(in millions) April 2, 2023 April 3, 2022

For the nine month periods ended July 2, 2023 and July 3, 2022

Nine Month Periods Ended

(in millions) July 2, 2023 July 3, 2022

Cash flows from operating activities

Net (loss) income $ ( 74.1 ) $ 24.6

Net income $ 1,785.5 $ 57.5

Income from discontinued operations, net of tax 2,072.7 109.8

Net loss from continuing operations ( 287.2 ) ( 52.3 )

Adjustments to reconcile net (loss) income to net cash from operating activities:

Adjustments to reconcile net loss to net cash from operating activities:

Depreciation 36.2 36.6

1 unchanged sentence

Share based compensation 12.5 11.4

Impairment of goodwill 111.1 —

Impairment of intangible assets 120.7 —

Impairment of equipment and leases 4.5 —

Impairment of property, plant and equipment and operating lease assets 8.1 —

Gain on sale of property, plant and equipment ( 2.7 ) —

Non-cash purchase accounting adjustments 1.4 7.8

Amortization of debt issuance costs and debt discount 5.9 5.1

Write-off of unamortized discount and debt issuance costs 8.6 —

Gain from remeasurement of contingent consideration liability ( 1.5 ) ( 25.0 )

Non-cash purchase accounting adjustments 0.9 3.5

Deferred tax benefit ( 120.7 ) ( 50.4 )

6 unchanged sentences

Proceeds from disposal of property, plant and equipment 3.0 0.1

Proceeds from sale of discontinued operations, net of cash 4,334.7 —

Business acquisitions, net of cash acquired — ( 272.1 )

Other investing activity ( 0.1 ) ( 0.1 )

Net cash used by investing activities from continuing operations ( 25.9 ) ( 338.6 )

Net cash provided (used) by investing activities from continuing operations 4,293.3 ( 317.4 )

Net cash used by investing activities from discontinued operations ( 11.8 ) ( 18.0 )

Net cash used by investing activities ( 33.8 ) ( 351.0 )

Net cash provided (used) by investing activities 4,281.5 ( 335.4 )

Cash flows from financing activities

2 unchanged sentences

Payment of debt issuance costs ( 2.3 ) ( 7.6 )

Payment of contingent consideration — ( 1.9 )

Treasury stock purchases — ( 134.0 )

Accelerated share repurchase ( 500.0 ) —

Dividends paid to shareholders ( 51.6 ) ( 51.5 )

19 unchanged sentences

Condensed Consolidated Statements of Financial Position

As of April 2, 2023 and September 30, 2022

(in millions) April 2, 2023 September 30, 2022

As of July 2, 2023 and September 30, 2022

(in millions) July 2, 2023 September 30, 2022

Cash and cash equivalents $ 2,929.0 $ 242.4

1 unchanged sentence

Other receivables 190.3 183.1

Note receivable with parent 500.8 —

Inventories 527.9 780.6

13 unchanged sentences

Accrued interest 34.3 27.6

Income tax payable 604.1 12.8

Other current liabilities 180.5 184.5

Note payable to parent company 8.1 —

Current liabilities of business held for sale — 463.7

8 unchanged sentences

Other capital 2,166.3 2,164.6

Accumulated deficit ( 844.4 ) ( 736.0 )

Accumulated earnings (deficit) 998.9 ( 736.0 )

Accumulated other comprehensive loss, net of tax ( 238.5 ) ( 303.0 )

6 unchanged sentences

Condensed Consolidated Statements of Income

For the three and six month periods ended April 2, 2023 and April 3, 2022

Three Month Periods Ended Six Month Periods Ended

(in millions) April 2, 2023 April 3, 2022 April 2, 2023 April 3, 2022

For the three and nine month periods ended July 2, 2023 and July 3, 2022

Three Month Periods Ended Nine Month Periods Ended

(in millions) July 2, 2023 July 3, 2022 July 2, 2023 July 3, 2022

Net sales $ 735.5 $ 818.0 $ 2,178.1 $ 2,383.0

4 unchanged sentences

Research and development 5.3 6.1 16.6 22.0

Impairment of goodwill 111.1 — 111.1 —

Impairment of intangible assets 53.7 — 120.7 —

Gain from remeasurement of contingent consideration liability — ( 25.0 ) ( 1.5 ) ( 25.0 )

Total operating expenses 387.4 236.5 900.2 742.3

Operating loss ( 76.3 ) ( 7.3 ) ( 96.5 ) ( 30.8 )

Operating (loss) income ( 123.9 ) 39.5 ( 220.3 ) 8.6

Interest expense 38.2 26.1 103.3 72.7

Other non-operating expense (income), net 1.2 ( 0.9 ) ( 0.3 ) ( 0.4 )

Loss from continuing operations before income taxes ( 109.2 ) ( 31.2 ) ( 161.3 ) ( 77.1 )

Income tax benefit ( 34.0 ) ( 6.6 ) ( 46.3 ) ( 22.4 )

Net loss from continuing operations ( 75.2 ) ( 24.6 ) ( 115.0 ) ( 54.7 )

Interest income ( 5.4 ) ( 0.1 ) ( 5.6 ) ( 0.5 )

Other non-operating expense, net 0.1 7.8 0.1 7.8

(Loss) income from continuing operations before income taxes ( 156.8 ) 5.7 ( 318.1 ) ( 71.4 )

Income tax expense (benefit) 17.0 2.0 ( 29.3 ) ( 20.4 )

Net (loss) income from continuing operations ( 173.8 ) 3.7 ( 288.8 ) ( 51.0 )

Income from discontinued operations, net of tax 2,034.7 29.8 2,076.1 109.7

Net (loss) income ( 53.3 ) 16.5 ( 73.6 ) 25.2

Net income 1,860.9 33.5 1,787.3 58.7

Net income from continuing operations attributable to non-controlling interest 0.2 — 0.5 —

Net income from discontinued operations attributable to non-controlling interest 0.2 0.2 0.3 0.7

Net (loss) income attributable to controlling interest $ ( 53.4 ) $ 16.4 $ ( 74.1 ) $ 24.7

Net income attributable to controlling interest $ 1,860.5 $ 33.3 $ 1,786.5 $ 58.0

Amounts attributable to controlling interest

Net loss from continuing operations attributable to controlling interest $ ( 75.3 ) $ ( 24.6 ) $ ( 115.3 ) $ ( 54.7 )

Net (loss) income from continuing operations attributable to controlling interest $ ( 174.0 ) $ 3.7 $ ( 289.3 ) $ ( 51.0 )

Net income from discontinued operations attributable to controlling interest 2,034.5 29.6 2,075.8 109.0

Net (loss) income attributable to controlling interest $ ( 53.4 ) $ 16.4 $ ( 74.1 ) $ 24.7

Net income attributable to controlling interest $ 1,860.5 $ 33.3 $ 1,786.5 $ 58.0

See accompanying notes to the condensed consolidated financial statements

1 unchanged sentence

Condensed Consolidated Statements of Comprehensive Income

For the three and six month periods ended April 2, 2023 and April 3, 2022

For the three and nine month periods ended July 2, 2023 and July 3, 2022

Three Month Periods Ended

Six Month Periods Ended

Nine Month Periods Ended

(in millions)

April 2, 2023 April 3, 2022 April 2, 2023 April 3, 2022

Net (loss) income $ ( 53.3 ) $ 16.5 $ ( 73.6 ) $ 25.2

Other comprehensive (loss) income

July 2, 2023 July 3, 2022 July 2, 2023 July 3, 2022

Net income $ 1,860.9 $ 33.5 $ 1,787.3 $ 58.7

Other comprehensive income

Foreign currency translation adjustment

Foreign currency translation gain (loss) 9.8 ( 51.5 ) 97.4 ( 68.8 )

Unrealized (loss) gain from net investment hedge ( 12.5 ) 11.9 ( 46.4 ) 22.5

Unrealized gain (loss) from net investment hedge 1.8 24.8 ( 44.6 ) 47.3

Foreign currency translation adjustment before tax 11.6 ( 26.7 ) 52.8 ( 21.5 )

4 unchanged sentences

Net reclassification for loss (gain) to income from continuing operations 3.6 ( 4.9 ) 6.0 ( 8.5 )

Net reclassification for gain to income from discontinued operations ( 0.1 ) ( 0.7 ) ( 0.1 ) ( 1.2 )

Net reclassification for loss (gain) to income from discontinued operations 2.4 ( 0.9 ) 2.3 ( 2.1 )

Unrealized (loss) gain on hedging instruments after reclassification ( 3.0 ) ( 1.5 ) ( 33.1 ) 1.2

2 unchanged sentences

Defined benefit pension (loss) gain

Defined benefit pension gain (loss) before reclassification 0.1 1.0 ( 2.1 ) 1.7

Net reclassification for (gain) loss to income from continuing operations ( 0.7 ) 1.0 0.2 2.0

Defined benefit pension (loss) gain before reclassification ( 1.2 ) 2.3 ( 3.3 ) 4.1

Net reclassification for loss to income from continuing operations 1.0 1.1 1.2 3.1

Net reclassification for gain to income from discontinued operations ( 0.1 ) ( 0.1 ) ( 0.1 ) ( 0.1 )

Defined benefit pension (loss) gain after reclassification ( 0.3 ) 3.3 ( 2.2 ) 7.1

1 unchanged sentence

Net defined benefit pension (loss) gain ( 0.3 ) 2.4 ( 0.9 ) 2.7

Deconsolidation of discontinued operations 26.1 — 26.1 —

Net change to derive comprehensive income for the period 34.8 ( 31.5 ) 65.6 ( 27.5 )

Comprehensive (loss) income ( 37.1 ) 16.4 ( 42.9 ) 29.2

Comprehensive income (loss) from continuing operations attributable to non-controlling interest 0.1 ( 0.1 ) 0.3 ( 0.1 )

Comprehensive income from discontinuing operations attributable to non-controlling interest 0.1 — 0.2 0.1

Comprehensive (loss) income attributable to controlling interest $ ( 37.3 ) $ 16.5 $ ( 43.4 ) $ 29.2

Comprehensive income 1,895.7 2.0 1,852.9 31.2

Comprehensive (loss) income from continuing operations attributable to non-controlling interest — ( 0.1 ) 0.2 ( 0.2 )

Comprehensive loss from discontinued operations attributable to non-controlling interest ( 0.2 ) ( 0.3 ) — ( 0.2 )

Deconsolidation of discontinued operations attributable to non-controlling interest 0.7 — 0.7 —

Comprehensive income attributable to controlling interest $ 1,895.2 $ 2.4 $ 1,852.0 $ 31.6

See accompanying notes to the condensed consolidated financial statements

1 unchanged sentence

Condensed Consolidated Statements of Shareholder's Equity

For the six month period ended April 2, 2023

For the nine month period ended July 2, 2023

(in millions) Other

Capital Accumulated

Deficit Accumulated

Earnings (Deficit) Accumulated

Comprehensive

15 unchanged sentences

Balances as of April 2, 2023 2,162.4 ( 844.4 ) ( 272.8 ) 1,045.2 8.5 1,053.7

Net (loss) income from continuing operations — ( 174.0 ) — ( 174.0 ) 0.2 ( 173.8 )

Income from discontinued operations, net of tax — 2,034.5 — 2,034.5 0.2 2,034.7

Deconsolidation of discontinued operations — — 25.4 25.4 ( 5.9 ) 19.5

Other comprehensive income (loss), net of tax — — 8.9 8.9 ( 0.2 ) 8.7

Restricted stock issued and related tax withholdings ( 0.8 ) — — ( 0.8 ) — ( 0.8 )

Share based compensation 4.7 — — 4.7 — 4.7

Dividends paid to parent — ( 17.2 ) — ( 17.2 ) — ( 17.2 )

Balances at July 2, 2023 $ 2,166.3 $ 998.9 $ ( 238.5 ) $ 2,926.7 $ 2.8 $ 2,929.5

See accompanying notes to the condensed consolidated financial statements

SB/RH HOLDINGS, LLC

Condensed Consolidated Statements of Shareholder's Equity

For the six month period ended April 3, 2022

For the nine month period ended July 3, 2022

(in millions) Other

19 unchanged sentences

Balances as of April 3, 2022 2,166.1 ( 750.6 ) ( 231.2 ) 1,184.3 7.9 1,192.2

Net income from continuing operations — 3.7 — 3.7 — 3.7

Income from discontinued operations, net of tax — 29.6 — 29.6 0.2 29.8

Other comprehensive loss, net of tax — — ( 31.1 ) ( 31.1 ) ( 0.4 ) ( 31.5 )

Share based compensation ( 1.2 ) — — ( 1.2 ) ( 1.2 )

Dividends paid to parent — ( 17.1 ) — ( 17.1 ) — ( 17.1 )

Balances at July 3, 2022 $ 2,164.9 $ ( 734.4 ) $ ( 262.3 ) $ 1,168.2 $ 7.7 $ 1,175.9

See accompanying notes to the condensed consolidated financial statements

1 unchanged sentence

Condensed Consolidated Statements of Cash Flows

For the six month periods ended April 2, 2023 and April 3, 2022

Six Month Periods Ended

(in millions) April 2, 2023 April 3, 2022

For the nine month periods ended July 2, 2023 and July 3, 2022

Nine Month Periods Ended

(in millions) July 2, 2023 July 3, 2022

Cash flows from operating activities

Net (loss) income $ ( 73.6 ) $ 25.2

Net income $ 1,787.3 $ 58.7

Income from discontinued operations, net of tax 2,076.1 109.7

Net loss from continuing operations ( 288.8 ) ( 51.0 )

Adjustments to reconcile net (loss) income to net cash from operating activities:

Adjustments to reconcile net loss to net cash from operating activities:

Depreciation 36.2 36.6

1 unchanged sentence

Share based compensation 11.4 10.7

Impairment of equipment and leases 4.5 —

Impairment of goodwill 111.1 —

Impairment of intangible assets 120.7 —

Amortization of debt issuance costs and debt discount 4.0 3.1

Gain from contingent consideration liability ( 1.5 ) —

Impairment of property, plant and equipment and operating lease assets 8.1 —

Gain on sale of property, plant and equipment ( 2.7 ) —

Non-cash purchase accounting adjustments 1.4 7.8

Amortization of debt issuance costs and debt discount 5.9 5.1

Write-off of unamortized discount and debt issuance costs 8.6 —

Gain from remeasurement of contingent consideration liability ( 1.5 ) ( 25.0 )

Deferred tax benefit ( 117.4 ) ( 50.0 )

6 unchanged sentences

Proceeds from disposal of property, plant and equipment 3.0 0.1

Proceeds from sale of discontinued operations, net of cash 4,334.7 —

Business acquisitions, net of cash acquired — ( 272.1 )

Disbursement from note with Parent Company ( 500.0 ) —

Other investing activities ( 0.1 ) ( 0.1 )

Net cash used by investing activities from continuing operations ( 25.9 ) ( 338.6 )

Net cash provided (used) by investing activities from continuing operations 3,793.3 ( 317.4 )

Net cash used by investing activities from discontinued operations ( 11.8 ) ( 18.0 )

Net cash used by investing activities ( 33.8 ) ( 351.0 )

Net cash provided (used) by investing activities 3,781.5 ( 335.4 )

Cash flows from financing activities

2 unchanged sentences

Payment of debt issuance costs ( 2.3 ) ( 7.6 )

Payment of contingent consideration — ( 1.9 )

Payment of cash dividends to parent ( 51.6 ) ( 177.5 )

29 unchanged sentences

The exceptions are the first quarter, which begins on October 1, and the fourth quarter, which ends on September 30.

As a result, the fiscal period end date for the three and six month periods included within this Quarterly Report for the Company are April 2, 2023 and April 3, 2022, respectively.

As a result, the fiscal period end date for the three and nine month periods included within this Quarterly Report for the Company are July 2, 2023 and July 3, 2022, respectively.

Newly Adopted Accounting Standards

5 unchanged sentences

In January 2021, the FASB issued ASU 2021-01, which adds implementation guidance to clarify certain optional expedients in Topic 848.

The adoption did not have a material impact on the consolidated financial statements.

The adoptions did not have a material impact on the consolidated financial statements.

Recently Issued Accounting Standards

6 unchanged sentences

NOTE 2 – DIVESTITURES

The following table summarizes the components of Income from Discontinued Operations, Net of Tax in the accompanying Condensed Consolidated Statements of Income for the three and six month periods ended April 2, 2023 and April 3, 2022:

Three Month Periods Ended Six Month Periods Ended

(in millions) April 2, 2023 April 3, 2022 April 2, 2023 April 3, 2022

The following table summarizes the components of Income from Discontinued Operations, Net of Tax in the Condensed Consolidated Statements of Income for the three and nine month periods ended July 2, 2023 and July 3, 2022:

Three Month Periods Ended Nine Month Periods Ended

(in millions) July 2, 2023 July 3, 2022 July 2, 2023 July 3, 2022

Income from discontinued operations before income taxes – HHI $ 32.5 $ 57.9 $ 136.9 $ 188.9

Gain on sale of discontinued operations before income taxes – HHI 2,824.9 — 2,824.9 —

Loss from discontinued operations before income taxes – Other ( 0.2 ) ( 0.2 ) ( 2.2 ) ( 3.6 )

Interest on corporate debt allocated to discontinued operations 17.8 11.0 34.0 21.4

Interest expense on corporate debt allocated to discontinued operations 15.4 11.9 49.4 33.3

Income from discontinued operations before income taxes 2,841.8 45.8 2,910.2 152.0

6 unchanged sentences

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 "HHI Transaction").

The Company's assets and liabilities associated with the HHI disposal group have been classified as held for sale, and the respective operations have been classified as discontinued operations and reported separately for all periods presented.

On September 8, 2021, the Company entered into a definitive Asset and Stock Purchase Agreement (the "Purchase Agreement") with ASSA ABLOY AB ("ASSA") to sell its HHI segment for cash proceeds of $ 4.3 billion, subject to customary purchase price adjustments.

On June 20, 2023, the Company completed its divestiture of its HHI segment resulting in the recognition of a gain on sale of $ 2,824.9 million included as a component of Income From Discontinued Operations, Net of Tax.

The Company's assets and liabilities associated with the HHI disposal group prior to the transaction close were classified as held for sale and the respective operations were classified as discontinued operations and reported separately during the three and nine month period ended July 2, 2023 and July 3, 2022 through the transaction close.

SPECTRUM BRANDS HOLDINGS, INC.

3 unchanged sentences

NOTE 2 – DIVESTITURES (continued)

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 Purchase Agreement provides ASSA to 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 providing for both forward and reverse transition services.

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 acquisition is not subject to any financing condition.

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.

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.

On December 2, 2022, ASSA announced an agreement to sell its Emtek and the Smart Residential Business in the U.S.

and Canada to Fortune Brands in response to competitive concerns raised by the DOJ in their complaint.

On May 5, 2023, the Company agreed to a stipulation with the DOJ to settle the DOJ's challenge of the HHI transaction, pursuant to which ASSA will proceed with the divestment of Emtek and its Smart Residential business in the U.S.and Canada to Fortune Brands.

Approval of the Mexican competition authority is the only outstanding regulatory approval.

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 the HHI transaction will close on or prior to June 30, 2023.

The following table summarizes the assets and liabilities of the HHI disposal group classified as held for sale as of April 2, 2023 and September 30, 2022:

The Company and ASSA have agreed to indemnify each other for losses arising from certain breaches of the Purchase Agreement and for certain other matters.

The Company and ASSA have agreed to enter into related agreements ancillary to the acquisition that became effective upon the consummation of the acquisition, including a customary transition services agreement and providing for both forward and reverse transition services.

The consummation of the acquisition was not subject to any financing condition.

The following table summarizes the assets and liabilities of the HHI disposal group classified as held for sale as September 30, 2022:

(in millions)

April 2, 2023 September 30, 2022

Trade receivables, net $ 143.4 $ 135.5

September 30, 2022

Trade Receivables $ 135.5

Other receivables 6.7

16 unchanged sentences

Total liabilities of business held for sale $ 463.7

SPECTRUM BRANDS HOLDINGS, INC.

SB/RH HOLDINGS, LLC

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(in millions, unaudited)

NOTE 2 – DIVESTITURES (continued)

The following table summarizes the components of income from discontinued operations before income taxes associated with the HHI divestiture in the accompanying Condensed Consolidated Statements of Operations for the three and six month periods ended April 2, 2023 and April 3, 2022:

Three Month Periods Ended Six Month Periods Ended

The following table summarizes the components of income from discontinued operations before income taxes associated with the HHI divestiture for the three and nine month periods ended July 2, 2023 and July 3, 2022, through the transaction close date:

Three Month Periods Ended Nine Month Periods Ended

(in millions)

April 2, 2023 April 3, 2022 April 2, 2023 April 3, 2022

July 2, 2023 July 3, 2022 July 2, 2023 July 3, 2022

Net sales $ 296.4 $ 417.0 $ 1,042.5 $ 1,212.4

4 unchanged sentences

Interest expense 0.7 0.9 2.4 2.5

Other non-operating expense, net 0.8 1.3 2.0 2.9

Other non-operating expense (income), net 0.2 ( 0.9 ) 2.2 2.0

Income from discontinued operations before income taxes $ 32.5 $ 57.9 $ 136.9 $ 188.9

2 unchanged sentences

No impairment loss was recognized on the assets held for sale as the purchase price of the business less estimated cost to sell is more than its carrying value.

The following table presents significant non-cash items and capital expenditures of discontinued operations from the HHI divestiture for the three and six month periods ended April 2, 2023 and April 3, 2022:

Three Month Periods Ended Six Month Periods Ended

The following table presents significant non-cash items and capital expenditures of discontinued operations from the HHI divestiture for the three and nine month periods ended July 2, 2023 and July 3, 2022, through the transaction close date:

Three Month Periods Ended Nine Month Periods Ended

(in millions)

April 2, 2023 April 3, 2022 April 2, 2023 April 3, 2022

July 2, 2023 July 3, 2022 July 2, 2023 July 3, 2022

Share based compensation $ 0.4 $ ( 0.1 ) $ 1.5 $ 3.9

Purchases of property, plant and equipment 3.9 5.6 11.9 18.1

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, 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 April 2, 2023 and September 30, 2022, the Company recognized $ 24.6 million and $ 22.3 million, respectively, related to indemnification payables in accordance with the acquisition agreements, primarily attributable with uncertain tax benefit obligations and outstanding settlements with tax authorities that were transferred and indemnified in accordance with the acquisition agreement, including $ 9.0 million and $ 7.0 million within Other Current Liabilities, respectively, and $ 15.6 million and $ 15.3 million, within Other Long-Term Liabilities, respectively, on the Company’s Condensed Consolidated Statements of Financial Position.

SPECTRUM BRANDS HOLDINGS, INC.

2 unchanged sentences

(in millions, unaudited)

NOTE 2 – DIVESTITURES (continued)

The Company and ASSA entered into related agreement that became effective upon the consummation of the transaction including a customary transition services agreement ("TSA") that 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;

to support both the transferred HHI operations and the continuing operations of the Company.

Charges associated with TSAs are recognized as bundled service costs under a fixed fee structure by the respective service or function and also include one time pass-through charges including warehousing, freight, among others.

TSA charges are settled between the Company and ASSA on a net basis.

Charges to ASSA are recognized as a reduction of the respective operating expense incurred by the Company and charges from ASSA are recognized as an operating expense depending upon the function supported by ASSA.

The TSA has an overall expected time period of 12 months following the close of the transaction with variability in expiration dependent upon the completed transition of the respective service or function, and may provide up to 12 additional months for a total duration of up to 24 months.

During the three and nine month period ended July 2, 2023, the Company recognized a net income of $ 1.0 million associated with TSA charges.

Additionally, the Company and ASSA will receive cash and make payments on behalf of the respective counterparty's operations as part of the shared administrative functions, resulting in cash flow being commingled with the operating cash flow of the Company.

The Company recognizes a net payable or receivable with ASSA for any outstanding TSA charges and net working capital attributable to commingled cash flow.

As of July 2, 2023, the Company has a net payable of $ 34.3 million included in Accounts Payable on the Company's Condensed Consolidated Statement of Financial Position consisting of amounts due to ASSA for estimated purchase price settlement, cash flow settlement for commingled operations and net TSA charges including amounts subject to repayment by the Company.

Further, the Company has recognized payables to ASSA related to indemnifications in accordance with the purchase agreement, primarily attributable to outstanding settlements with tax authorities and uncertain tax benefit obligations.

As of July 2, 2023, the Company recognized $ 2.6 million, included within Other Long-Term Liabilities, on the Company’s Condensed Consolidated Statements of Financial Position.

("Energizer") during the year ended September 30, 2019.

As of July 2, 2023 and September 30, 2022, the Company recognized $ 25.9 million and $ 22.3 million, respectively, related to indemnification payables in accordance with the acquisition agreements, primarily attributable to uncertain tax benefit obligations and outstanding settlements with tax authorities that were transferred and indemnified in accordance with the acquisition agreement, including $ 8.9 million and $ 7.0 million within Other Current Liabilities, respectively, and $ 17.0 million and $ 15.3 million, within Other Long-Term Liabilities, respectively, on the Company’s Condensed Consolidated Statements of Financial Position.

NOTE 3 – RESTRUCTURING CHARGES

During the three and six month periods ended April 2, 2023, the Company entered into a new initiative in response to the continuing pressures within the consumer products and retail markets and adjusted strategic initiatives within certain segments, resulting in the realization of another round of headcount reductions.

Total cumulative exit and disposal costs associated with the initiative were $ 4.5 million.

Substantially all exit and disposal charges associated with the initiative have been recognized.

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.

During the nine month period ended July 2, 2023, the Company entered into an initiative in response to the continuing pressures within the consumer products and retail markets and adjusted strategic initiatives within certain segments, resulting in the realization of headcount reductions.

Total cumulative exit and disposal costs associated with the initiative were $ 5.3 million, with approximately $ 3 million of additional costs forecasted in the foreseeable future.

The project costs are anticipated to be incurred through the September 30, 2023.

During the year ended September 30, 2022, the Company entered into an 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 exit and disposal costs associated with the initiative were $ 10.5 million.

Substantially all exit and disposal costs associated, with the initiative have been recognized in the prior year with incremental costs realized during the three and six month periods ended April 2, 2023, which were attributable to changes in timing and accruals previously recognized since the initiative was established.

As of July 2, 2023, substantially all exit and disposal costs associated, with the initiative have been recognized in the prior year with incremental costs realized during the three and nine month periods ended July 2, 2023, which were attributable to changes in timing and accruals previously recognized since the initiative was established.

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 exit and disposal costs associated with the initiative were $ 1.4 million.

Substantially all exit and disposal costs associated with the initiative have been recognized.

As of July 2, 2023, substantially all exit and disposal costs associated with the initiative have been recognized.

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 three and six month periods ended April 2, 2023 and April 3, 2022:

Three Month Periods Ended Six Month Periods Ended

The following summarizes restructuring charges for the three and nine month periods ended July 2, 2023 and July 3, 2022:

Three Month Periods Ended Nine Month Periods Ended

(in millions)

April 2, 2023 April 3, 2022 April 2, 2023 April 3, 2022

July 2, 2023 July 3, 2022 July 2, 2023 July 3, 2022

Fiscal 2023 restructuring $ 0.9 $ — $ 5.3 $ —

8 unchanged sentences

General and administrative expense 1.2 9.0 7.3 25.9

The following is a summary of restructuring charges by segment for the three and six month periods ended April 2, 2023 and April 3, 2022.

Three Month Periods Ended Six Month Periods Ended

(in millions) April 2, 2023 April 3, 2022 April 2, 2023 April 3, 2022

HPC $ 2.5 $ 3.7 $ 3.2 $ 4.3

SPECTRUM BRANDS HOLDINGS, INC.

SB/RH HOLDINGS, LLC

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(in millions, unaudited)

NOTE 3 - RESTRUCTURING CHARGES (continued)

The following is a summary of restructuring charges by segment for the three and nine month periods ended July 2, 2023 and July 3, 2022.

Three Month Periods Ended Nine Month Periods Ended

(in millions) July 2, 2023 July 3, 2022 July 2, 2023 July 3, 2022

GPC $ 0.7 $ 11.6 $ 3.7 $ 31.1

H&G — 0.6 0.2 0.6

HPC 0.5 4.2 3.7 8.5

Corporate — 1.1 0.4 11.2

Total restructuring charges $ 1.2 $ 17.5 $ 8.0 $ 51.4

The following is a summary of restructuring charges by cost type for the three and six month periods ended April 2, 2023 and April 3, 2022.

The following is a summary of restructuring charges by cost type for the three and nine month periods ended July 2, 2023 and July 3, 2022.

(in millions)

Benefits Other

For the three month period ended April 2, 2023 $ 4.4 $ 0.4 $ 4.8

For the three month period ended April 3, 2022 1.2 15.2 16.4

For the six month period ended April 2, 2023 5.7 1.1 6.8

For the six month period ended April 3, 2022 1.9 31.9 33.8

The following is a rollforward of the accrual for restructuring charges by cost type for the six month period ended April 2, 2023.

For the three month period ended July 2, 2023 $ 1.1 $ 0.1 $ 1.2

For the three month period ended July 3, 2022 8.5 9.0 17.5

For the nine month period ended July 2, 2023 6.7 1.3 8.0

For the nine month period ended July 3, 2022 10.4 41.0 51.4

The following is a roll forward of the accrual for restructuring charges by cost type for the nine month period ended July 2, 2023.

(in millions) Termination

4 unchanged sentences

Foreign currency and other 0.3 ( 0.1 ) 0.2

Accrual balance at April 2, 2023 $ 4.2 $ 0.1 $ 4.3

SPECTRUM BRANDS HOLDINGS, INC.

SB/RH HOLDINGS, LLC

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(in millions, unaudited)

Accrual balance at July 2, 2023 $ 2.8 $ 0.1 $ 2.9

NOTE 4 – REVENUE RECOGNITION

The Company generates all of its revenue from contracts with customers.

The following table disaggregates our revenue for the three and six month periods ended April 2, 2023 and April 3, 2022, by the Company’s key revenue streams, segments and geographic region (based upon destination):

Three Month Period Ended April 2, 2023 Three Month Period Ended April 3, 2022

The following table disaggregates our revenue for the three and nine month periods ended July 2, 2023 and July 3, 2022, by the Company’s key revenue streams, segments and geographic region (based upon destination):

Three Month Period Ended July 2, 2023 Three Month Period Ended July 3, 2022

(in millions)

8 unchanged sentences

$ 272.3 $ 186.6 $ 276.6 $ 735.5 $ 290.2 $ 198.5 $ 329.3 $ 818.0

Six Month Period Ended April 2, 2023 Six Month Period Ended April 3, 2022

(in millions) HPC GPC H&G Total HPC GPC H&G Total

Nine Month Period Ended July 2, 2023 Nine Month Period Ended July 3, 2022

(in millions) GPC H&G HPC Total GPC H&G HPC Total

Product Sales

6 unchanged sentences

Total Revenue $ 846.5 $ 411.3 $ 920.3 $ 2,178.1 $ 887.5 $ 470.3 $ 1,025.2 $ 2,383.0

The Company has a broad range of customers, including many large mass retail customers.

During the three month periods ended April 2, 2023 and April 3, 2022, there were two large retail customers, each exceeding 10% of consolidated Net Sales and representing 33.5 % and 33.3 % of consolidated Net Sales, respectively.

During the six month periods ended April 2, 2023 and April 3, 2022, there were two large retail customers exceeding 10% of consolidated Net Sales and representing 34.8 % and 33.1 % of consolidated Net Sales, respectively.

The Company has a broad range of customers, including many large retail customers.

During the three month periods ended July 2, 2023 and July 3, 2022, there were two large retail customers, each exceeding 10% of consolidated Net Sales and representing 33.4 % and 34.3 % of consolidated Net Sales, respectively.

During the nine month periods ended July 2, 2023 and July 3, 2022, there were two large retail customers exceeding 10% of consolidated Net Sales and representing 34.3 % and 33.3 % of consolidated Net Sales, respectively.

SPECTRUM BRANDS HOLDINGS, INC.

SB/RH HOLDINGS, LLC

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(in millions, unaudited)

NOTE 4 – REVENUE RECOGNITION (continued)

A significant portion of our product sales from our HPC segment are subject to the continued use and access to the Black & 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 consisted of $ 85.1 million, or 11.7 % of consolidated net sales, and $ 98.0 million, or 12.1 % of consolidated Net Sales, for the three month periods ended April 2, 2023 and April 3, 2022, respectively.

Net sales from B&D product sales consisted of $ 171.9 million, or 11.9 %, and $ 229.8 million, or 14.7 %, of consolidated Net Sales for the six month periods ended April 2, 2023 and April 3, 2022, respectively.

Net sales from B&D product sales consisted of $ 84.2 million, or 11.4 % of consolidated net sales, and $ 102.4 million, or 12.5 % of consolidated Net Sales, for the three month periods ended July 2, 2023 and July 3, 2022, respectively.

Net sales from B&D product sales consisted of $ 256.0 million, or 11.8 %, and $ 332.4 million, or 13.9 %, of consolidated Net Sales for the nine month periods ended July 2, 2023 and July 3, 2022, respectively.

All other significant brands and tradenames used in the Company’s commercial operations are directly owned and not subject to further restrictions.

1 unchanged sentence

Estimated product returns are recorded as a reduction in reported revenues at the time of sale based upon historical product return experience, adjusted for known trends, to arrive at the amount of consideration expected to be received.

The allowance for product returns as of April 2, 2023 and September 30, 2022 was $ 14.0 million and $ 15.5 million, respectively.

The allowance for product returns as of July 2, 2023 and September 30, 2022 was $ 14.0 million and $ 15.5 million, respectively.

NOTE 5 – RECEIVABLES AND CONCENTRATION OF CREDIT RISK

The allowance for credit losses on the Company's trade receivables as of April 2, 2023 and September 30, 2022 was $ 6.1 million and $ 7.3 million, respectively.

The Company has a broad range of customers, including many large mass retail customers.

As of April 2, 2023, there was one large retail customer exceeding 10% of consolidated Net Trade Receivables and representing 19.7 % of consolidated Net Trade Receivables.

As of September 30, 2022 there were two large retail customers exceeding 10% of consolidated Net Trade Receivables and representing 21.9 % of consolidated Net Trade Receivables.

The allowance for credit losses on the Company's trade receivables as of July 2, 2023 and September 30, 2022 was $ 6.9 million and $ 7.3 million, respectively.

The Company has a broad range of customers, including many large retail customers.

As of July 2, 2023 and September 30, 2022, there was two large retail customers exceeding 10% of consolidated Net Trade Receivables and representing 36.1 % and 21.9 % of consolidated Net Trade Receivables.

respectively.

As of July 2, 2023, SB/RH had an outstanding note receivable from its Parent in the amount of $ 500.8 million, including cumulative interest, with a stated interest rate of 5.14 %, due July 22, 2023.

The funds were used by the Parent to repurchase common shares of SBH through the accelerated share repurchase agreement further discussed in Note 12 - Shareholder's Equity.

NOTE 6 – INVENTORIES

1 unchanged sentence

(in millions)

April 2, 2023 September 30, 2022

July 2, 2023 September 30, 2022

Raw materials

3 unchanged sentences

Inventories $ 527.9 $ 780.6

SPECTRUM BRANDS HOLDINGS, INC.

SB/RH HOLDINGS, LLC

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(in millions, unaudited

NOTE 7 – PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment consist of the following:

(in millions) April 2, 2023 September 30, 2022

(in millions) July 2, 2023 September 30, 2022

Land, buildings and improvements $ 84.0 $ 75.7

5 unchanged sentences

Property, plant and equipment, net $ 274.7 $ 263.8

Depreciation expense from property, plant, and equipment for the three month periods ended April 2, 2023 and April 3, 2022, was $ 11.9 million and $ 12.2 million, respectively;

and for the six month periods ended April 2, 2023 and April 3, 2022 was $ 24.1 million and $ 24.4 million, respectively.

During the three and six month periods ended April 2, 2023, the Company recognized a $ 2.7 million impairment charge on idle equipment associated with the early exit of a GPC warehouse lease, included as Selling Expense on the Condensed Consolidated Statements of Income.

Depreciation expense from property, plant, and equipment for the three month periods ended July 2, 2023 and July 3, 2022, was $ 12.1 million and $ 12.3 million, respectively;

and for the nine month periods ended July 2, 2023 and July 3, 2022 was $ 36.2 million and $ 36.6 million, respectively.

During the three month period ended July 2, 2023, the Company completed the sale of two facilities in its EMEA region, primarily consisting of office space supporting the GPC segment, with total proceeds of $ 5.2 million and resulting in a gain on sale of $ 2.7 million, included as General and Administrative Expense on the Condensed Consolidated Statements of Income for the three and nine month period ended July 2, 2023.

During the nine month period ended July 2, 2023, the Company recognized a $ 2.7 million impairment charge on idle equipment associated with the early exit of a GPC warehouse lease, included as Selling Expense on the Condensed Consolidated Statements of Income for the nine month period ended July 2, 2023.

Additionally, during the three month period ended July 2, 2023, the Company recognized a $ 5.2 million impairment charge on a right of use operating lease asset for a GPC warehouse having a maturity date of December 2029, due to the exit of the GPC operations from the facility and the intention to sub-lease to a third-party, included as Selling Expense on the Condensed Consolidated Statements of Income for the three and nine month periods ended July 2, 2023.

The partial impairment was measured using projected discounted cash flow for the facility, including an assumed sub-lease tenant, yet to be identified, at rental rates that are comparable to current market conditions.

SPECTRUM BRANDS HOLDINGS, INC.

SB/RH HOLDINGS, LLC

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(in millions, unaudited)

NOTE 8 – GOODWILL AND INTANGIBLE ASSETS

3 unchanged sentences

Tristar Business acquisition adjustment — — 3.0 3.0

Impairment — — ( 111.1 ) ( 111.1 )

Foreign currency impact 13.6 — — 13.6

As of April 2, 2023 $ 111.1 $ 514.8 $ 342.6 $ 968.5

During the three month period ended January 1, 2023, the Company recognized incremental adjustments to HPC goodwill attributable to changes to the preliminary valuation of net assets acquired associated with the acquisition of the Tristar Business, previously acquired on February 18, 2022, primarily associated with the valuation of reserves on trade receivables and deferred tax assets as of the acquisition date.

The preliminary 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 one year measurement period has closed and there are no further adjustments on the valuation of acquired net assets.

See Note 4 - Acquisitions in the Notes to the Consolidated Financial Statements within the Company's Annual Report on Form 10-K, released on November 22, 2022, for further discussion on the Tristar Business acquisition.

As of July 2, 2023 $ 516.0 $ 342.6 $ — $ 858.6

During the three month period ended July 2, 2023, the Company recognized an impairment of the HPC goodwill that was attributable to a declining trend in operating performance results, challenging retail environment with increased competition, lower distribution, and excess retail inventory levels impacting pricing and promotional spending, resulting in a reduction in actual and projected sales and margin realization within its current and forecasted cash flows and a full impairment of the identified goodwill for the HPC reporting unit and segment.

The carrying value and accumulated amortization of intangible assets are as follows:

April 2, 2023 September 30, 2022

July 2, 2023 September 30, 2022

(in millions) Gross Carrying Amount Accumulated Amortization Net Gross Carrying Amount Accumulated Amortization Net

6 unchanged sentences

Total Intangible Assets $ 1,526.4 $ ( 447.5 ) $ 1,078.9 $ 1,612.0 $ ( 409.8 ) $ 1,202.2

During the three and six month periods ended April 2, 2023, we identified triggering events for our Rejuvenate and PowerXL tradename intangible assets resulting in recognition of a $ 67.0 million impairment loss on intangible assets.

The loss associated with the Rejuvenate tradename is primarily attributable to a shift in the projected timing and realization of future revenues associated with the acquired brand due to changes in strategic distribution opportunities as well as a change in the amount and timing of product innovations being introduced to customers by the H&G segment.

The loss associated with the PowerXL tradename was primarily attributable to a decrease in projected future revenues associated with the brand driven by decrease in realized sales with expected continuation of retail inventory reduction, lower consumer demand, increased competition in product categories, and adverse macro-economic factors.

Amortization expense from the intangible assets for the three month periods ended April 2, 2023 and April 3, 2022 was $ 10.5 million and $ 13.5 million, respectively;

and for the six month periods ended April 2, 2023 and April 3, 2022 was $ 20.9 million and $ 26.7 million, respectively.

During the three month period ended July 2, 2023, the Company and H&G segment identified a triggering event for our Rejuvenate tradename attributable to a significant shift in consumer purchasing activity and retail inventory management efforts with certain retail customers within the quarter that make up a significant concentration of revenue for the brand and further reducing the anticipated near-term sales for the brand, resulting in the recognition of a $ 8.0 million impairment on the intangible asset.

During the prior fiscal quarter, we had identified triggering events associated with the Rejuvenate tradename due to a shift in the projected timing and realization of long-term projected revenues and changes in strategic distribution opportunities, as well as a change in the amount and timing of product innovations being introduced to customers.

As a result, the Company and H&G segment recognized a cumulative impairment loss of $ 56.0 million for the nine month period ended July 2, 2023 associated with the Rejuvenate tradename.

During the three month period ended July 2, 2023, the Company and HPC segment identified a triggering event for our PowerXL tradename intangible asset driven by the reduction in the sales from a decrease in distribution with retail customers, significant pricing adjustments and required incremental promotional spending activity resulting in a substantial shift in actual and projected future revenues for the brand, resulting in the recognition of an impairment on the intangible asset of $ 26.0 million.

During the prior fiscal quarter, we had identified a triggering event associated with the PowerXL tradename driven by a decrease in realized sales due to the continuation of retail inventory reduction efforts, lowered consumer demand, increased competition, and adverse macro-economic factors.

As a result, during the nine month period ended July 2, 2023, we recognized a cumulative impairment loss of $ 45.0 million associated with the PowerXL tradename.

Additionally, during the three and nine month periods ended July 2, 2023, the Company and HPC segment recognized a triggering event for our George Foreman tradename due to shifts in market demand for related product categories as well as a change in the Company's brand portfolio strategy and projected utilization of the tradename going forward, resulting in the recognition of an impairment on the intangible asset of $ 19.7 million.

Amortization expense from the intangible assets for the three month periods ended July 2, 2023 and July 3, 2022 was $ 10.5 million and $ 13.1 million, respectively;

and for the nine month periods ended July 2, 2023 and July 3, 2022 was $ 31.4 million and $ 39.9 million, respectively.

Excluding the impact of any future acquisitions, dispositions or changes in foreign currency, the Company estimates annual amortization expense of intangible assets for the next five fiscal years will be as follows:

(in millions) Amortization

SPECTRUM BRANDS HOLDINGS, INC.

2 unchanged sentences

(in millions, unaudited)

NOTE 8 - GOODWILL AND INTANGIBLE ASSETS (continued)

(in millions) Amortization

NOTE 9 – DEBT

Debt with external lenders consists of the following:

April 2, 2023 September 30, 2022

July 2, 2023 September 30, 2022

(in millions) Amount Rate Amount Rate

18 unchanged sentences

Long-term debt, net of current portion $ 1,619.2 $ 3,144.5

Our Revolver Facility has a total capacity of $ 1,100 million.

Borrowings from the initial revolver capacity of $ 600 million 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 Amended and Restated Credit Agreement (the "Credit Agreement"), 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 %.

Effective November 3, 2022, the applicable margin increased 25 bps resulting in an increase to the SOFR margin ranging from 2.00 % to 3.00 % per annum or base rate plus margin ranging from 1.00 % to 2.00 %, with subsequent increases of 25 bps each 90-day anniversary after the initial step-up date.

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.

We expect the transition from the LIBOR rate to SOFR will be effective no later than the end of June 2023.

As a result of borrowings and payments under the Revolver Facility, the Company had borrowing availability of $ 362.1 million at April 2, 2023, net of outstanding letters of credit of $ 12.9 million.

The Term Loan Facility is subject to a rate per annum equal to either (1) the LIBO Rate (as defined in the Credit Agreement), subject to a 0.50 % floor, adjusted for statutory reserves, plus a margin of 2.00 % per annum or (2) the Alternate Base Rate (as defined in the Credit Agreement), plus a margin of 1.00 % per annum.

Credit Agreement

On June 20, 2023, following the close of the HHI divestiture, the Company repaid the $ 392.0 million outstanding balance on its term loans, which constitutes the repayment of all outstanding term loans under the Credit Agreement, (ii) repaid $ 470.0 million of revolving loans that were drawn under the $ 600.0 million initial tranche of the Revolver Facility established under the Credit Agreement (the "Initial Revolving Credit Facility Tranche"), which constitutes the repayment of all outstanding revolving loans under such tranche and (iii) repayment of $ 245.0 million of revolving loans that are drawn under the $ 500.0 million incremental tranche of the Revolver Facility established under the Credit Agreement (the "Incremental Revolving Credit Facility Tranche"), which constitutes the repayment of all outstanding revolving loans under such tranche.

Further, on June 23, 2023, the Company terminated all revolving loan commitments under the Incremental Revolving Credit Facility Tranche while the revolving loan commitments under the Initial Revolving Credit Facility Tranche were not terminated.

The Company recognized $ 8.6 million as interest expense for the three and nine month periods ended July 2, 2023 from the write-down of deferred financing costs and original issuance discount associated with the extinguishment of the Term Loan and termination of the Incremental Revolving Credit Facility Tranche.

As of July 2, 2023, our Revolver Facility has a total capacity of $ 600 million with a borrowing availability of $ 586.9 million, net of outstanding letters of credit of $ 13.1 million.

On June 20, 2023, the Company entered into the fifth amendment to the Credit Agreement to transition from London Inter-Bank Offered Rate ("LIBOR") to Secured Overnight Financing Rate ("SOFR") borrowing rates used on borrowings from the Revolver Facility.

Borrowings from the Revolver Facility are subject to adjusted SOFR 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.

The SOFR borrowings are subject to a 0.1 % adjustment rate and a 0.75 % SOFR floor.

On November 17, 2022, the Company entered into the fourth 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.

The Company incurred $ 2.3 million in connection with the fourth amendment, which has been recognized as interest expense for the six month period ended April 2, 2023.

In addition to debt with external lenders, SB/RH has an outstanding loan with a subsidiary of its Parent in the amount of $ 8.0 million, including cumulative interest, with a stated interest rate of 4.01 %, due March 15, 2024.

The outstanding loan with the Parent is subject to termination or acceleration by the Parent and is included as Current Portion of Long-Term Debt on the SB/RH Condensed Consolidated Statement of Financial Position as of April 2, 2023.

The Company incurred $ 2.3 million in connection with the fourth amendment, which has been recognized as interest expense for the nine month period ended July 2, 2023.

The waiver remained in effect as of July 2, 2023 and expired 10 business days after the close of the HHI divestiture, subsequent to July 2, 2023.

The maximum permitted consolidated total net leverage in subsequent periods will be 6.0 to 1.0.

On June 20, 2023, the Company called the remaining $ 450.0 million aggregate principal amount of 5.750 % Senior Notes due 2025 (the "Notes") in full at the redemption price, calculated in accordance with the indenture governing the Notes, plus accrued and unpaid interest.

Subsequently, on July 20, 2023, the Company redeemed the Notes.

As of July 2, 2023, the $ 450.0 million aggregate principal amount of the Notes were included as Current Portion of Long-Term Debt on the Condensed Consolidated Statement of Financial Position.

In addition to debt with external lenders, SB/RH has an outstanding loan with its Parent in the amount of $ 8.1 million, including cumulative interest, with a stated interest rate of 4.01 %, due March 15, 2024.

SPECTRUM BRANDS HOLDINGS, INC.

7 unchanged sentences

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.

These obligations generally require the Company to exchange foreign currencies for Australian Dollars, Canadian Dollars, Euros, Japanese Yen, Mexican Pesos, Pound Sterling, or U.S.

These foreign exchange contracts are cash flow hedges of fluctuating foreign exchange related to inventory purchases or the sale of product.

1 unchanged sentence

At the time the sale or purchase is recognized, the fair value of the related hedge is reclassified as an adjustment to purchase price variance in Cost of Goods Sold or Net Sales on the Condensed Consolidated Statements of Income.

At April 2, 2023, the Company had a series of foreign exchange derivative contracts outstanding through September 2024.

At July 2, 2023, the Company had a series of foreign exchange derivative contracts outstanding through December 2024.

The derivative net loss estimated to be reclassified from AOCI into earnings over the next 12 months is $ 13.6 million, net of tax.

At April 2, 2023 and September 30, 2022, the Company had foreign exchange derivative contracts designated as cash flow hedges with a notional value of $ 302.8 million and $ 289.5 million, respectively.

The following table summarizes the impact of designated cash flow hedges and the pre-tax gain (loss) recognized in the Condensed Consolidated Statements of Income for the three and six month periods ended April 2, 2023 and April 3, 2022, respectively:

At July 2, 2023 and September 30, 2022, the Company had foreign exchange derivative contracts designated as cash flow hedges with a notional value of $ 331.6 million and $ 289.5 million, respectively.

The following table summarizes the impact of designated cash flow hedges and the pre-tax gain (loss) recognized in the Condensed Consolidated Statements of Income for the three and nine month periods ended July 2, 2023 and July 3, 2022, respectively:

Unrealized Gain (Loss) in OCI Before Reclassification Reclassified Gain (Loss) to Continuing Operations

For the three month periods ended (in millions) April 2, 2023 April 3, 2022 Line Item April 2, 2023 April 3, 2022

For the three month periods ended (in millions) July 2, 2023 July 3, 2022 Line Item July 2, 2023 July 3, 2022

Foreign exchange contracts $ 0.2 $ 0.1 Net sales $ 0.1 $ 0.1

1 unchanged sentence

Total $ ( 7.5 ) $ 8.0 $ ( 3.6 ) $ 4.9

Gain (Loss) in OCI Reclassified Gain (Loss) to Continuing Operations

For the six month periods ended (in millions)

April 2, 2023 April 3, 2022 Line Item April 2, 2023 April 3, 2022

Unrealized Gain (Loss) in OCI Before Reclassification Reclassified Gain (Loss) to Continuing Operations

For the nine month periods ended (in millions)

July 2, 2023 July 3, 2022 Line Item July 2, 2023 July 3, 2022

Foreign exchange contracts $ 0.3 $ 0.2 Net sales $ 0.2 $ 0.1

3 unchanged sentences

The Company periodically enters into foreign exchange forward contracts to economically hedge a portion of the risk from third party and intercompany payments resulting from existing obligations.

These obligations generally require the Company to exchange foreign currencies for, among others, Australian Dollars, Canadian Dollars, Colombian Peso, Euros, Hungarian Forint, Japanese Yen, Mexican Pesos, Philippine Pesos, Polish Zloty, Pounds Sterling, Swiss Franc, Taiwanese Dollars, Turkish Lira, or U.S.

These obligations generally require the Company to exchange foreign currencies for, among others, Australian Dollars, Canadian Dollars, Colombian Peso, Euros, Japanese Yen, Mexican Pesos, Polish Zloty, Pounds Sterling, Singapore Dollar, Swiss Franc, Turkish Lira, or U.S.

These foreign exchange contracts are fair value hedges of a related liability or asset recorded in the accompanying Condensed Consolidated Statements of Financial Position.

The gain or 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 April 2, 2023, the Company had a series of forward exchange contracts outstanding through March 2024.

At April 2, 2023 and September 30, 2022, the Company had $ 596.7 million and $ 513.7 million, respectively, of notional value of such foreign exchange derivative contracts outstanding.

The following summarizes the impact of derivative instruments not designated as hedges for accounting purposes on the accompanying Condensed Consolidated Statements of Income for the three and six month periods ended April 2, 2023 and April 3, 2022, pre-tax:

Three Month Periods Ended Six Month Periods Ended

(in millions) Line Item April 2, 2023 April 3, 2022 April 2, 2023 April 3, 2022

At July 2, 2023, the Company had a series of forward exchange contracts outstanding through March 2024.

At July 2, 2023 and September 30, 2022, the Company had $ 583.6 million and $ 513.7 million, respectively, of notional value of such foreign exchange derivative contracts outstanding.

The following summarizes the impact of derivative instruments not designated as hedges for accounting purposes on the accompanying Condensed Consolidated Statements of Income for the three and nine month periods ended July 2, 2023 and July 3, 2022, pre-tax:

Three Month Periods Ended Nine Month Periods Ended

(in millions) Line Item July 2, 2023 July 3, 2022 July 2, 2023 July 3, 2022

Foreign exchange contracts Other non-operating expense (income) $ ( 7.8 ) $ 6.2 $ ( 30.2 ) $ 5.3

1 unchanged sentence

The fair value of the Company’s outstanding derivative contracts recorded in the Condensed Consolidated Statements of Financial Position is as follows:

(in millions) Line Item April 2, 2023 September 30, 2022

(in millions) Line Item July 2, 2023 September 30, 2022

Derivative Assets

16 unchanged sentences

The maximum loss due to credit risk equals the fair value of the gross asset derivatives that are concentrated with certain domestic and foreign financial institution counterparties.

The Company considers these exposures when measuring its credit reserve on its derivative assets, which were not significant as of April 2, 2023.

The Company considers these exposures when measuring its credit reserve on its derivative assets, which were not significant as of July 2, 2023.

The Company’s standard contracts do not contain credit risk related contingent features whereby the Company would be required to post additional cash collateral because of a credit event.

However, the Company is typically required to post collateral in the normal course of business to offset its liability positions.

As of April 2, 2023 and September 30, 2022, there was no cash collateral outstanding and no posted standby letters of credit related to such liability positions.

As of July 2, 2023 and September 30, 2022, there was no cash collateral outstanding and no posted standby letters of credit related to such liability positions.

Net Investment Hedge

4 unchanged sentences

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.

As of April 2, 2023, the full principal amount was designated as a net investment hedge and considered fully effective.

The following summarizes the unrealized gain (loss) from the net investment hedge recognized in Other Comprehensive Income for the three and six month periods ended April 2, 2023 and April 3, 2022, pre-tax:

Three Month Periods Ended Six Month Periods Ended

Unrealized Gain (Loss) in OCI (in millions) April 2, 2023 April 3, 2022 April 2, 2023 April 3, 2022

As of July 2, 2023, the full principal amount was designated as a net investment hedge and considered fully effective.

The following summarizes the unrealized gain (loss) from the net investment hedge recognized in Other Comprehensive Income for the three and nine month periods ended July 2, 2023 and July 3, 2022, pre-tax:

Three Month Periods Ended Nine Month Periods Ended

Unrealized Gain (Loss) in OCI (in millions) July 2, 2023 July 3, 2022 July 2, 2023 July 3, 2022

Net investment hedge $ 1.8 $ 24.8 $ ( 44.6 ) $ 47.3

1 unchanged sentence

The Company has not changed the valuation techniques used in measuring the fair value of any financial assets and liabilities during the year.

The carrying value and estimated fair value of financial instruments as of April 2, 2023 and September 30, 2022 according to the fair value hierarchy are as follows:

April 2, 2023 September 30, 2022

The carrying value and estimated fair value of financial instruments as of July 2, 2023 and September 30, 2022 according to the fair value hierarchy are as follows:

July 2, 2023 September 30, 2022

(in millions) Level 1 Level 2 Level 3 Fair Value Carrying

10 unchanged sentences

Share Repurchases

The Company has a share repurchase program that is executed through purchases made from time to time, either in the open market or otherwise.

On May 4, 2021, the Board of Directors approved a $ 1 billion common stock repurchase program and terminated the previously approved share repurchase program.

The authorization is effective for 36 months.

As part of our share repurchase programs, the Company has purchased treasury shares in open market purchases at market fair value along with participating in private purchases from Company employees, significant shareholders and beneficial interest owners at fair value.

The following summarizes the activity of common stock repurchases for the three and six month periods ended April 2, 2023 and April 3, 2022:

April 2, 2023 April 3, 2022

On June 17, 2023, the Company’s Board of Directors approved the termination of the Company’s existing share repurchase program and the authorization of a new share repurchase program for up to $ 1.0 billion of Common Stock (the “Maximum Amount”).

The new share repurchase program will be in effect from June 17, 2023 until the earlier of the Maximum Amount being repurchased thereunder or the suspension, termination or replacement of the program by the Company’s Board of Directors.

As part of the share repurchase program, the Company has purchased treasury shares in open market purchases at market fair value along with participating in private purchases from Company employees, significant shareholders and beneficial interest owners at fair value.

On June 20, 2023, the Company entered into an accelerated share repurchase agreement (the “ASR Agreement”) with a third-party financial institution to repurchase an aggregate of $ 500 million of the Company’s common stock, par value $ 0.01 per share.

The Company funded the share repurchases under the ASR Agreement, which are being made pursuant to the Company’s new $ 1.0 billion share repurchase program, with cash on-hand following the closing of the sale of the Company’s HHI segment.

Pursuant to the agreement, the Company paid $ 500.0 million to the financial institution at inception of the agreement and took delivery of 5.3 million shares, which represented 80 % 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 the initial shares received of $ 400.0 million were recorded as a treasury stock transaction, with the remainder of $ 100.0 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.

Upon settlement of the ASR agreement, the financial institution may deliver additional shares, or the Company may deliver shares, with the final number of shares delivered determined with reference to the volume weighted average price per share of our common stock over the term of the agreement, less a negotiated discount.

The final settlement of the transaction under the agreement is expected to occur no later than December 20, 2023.

SPECTRUM BRANDS HOLDINGS, INC.

SB/RH HOLDINGS, LLC

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(in millions, unaudited)

NOTE 12 – SHAREHOLDER’S EQUITY (continued)

The following summarizes the activity of common stock repurchases for the three and nine month periods ended July 2, 2023 and July 3, 2022, excluding the recognition of a 1% excise tax on annual net share repurchases recognized as a component of Treasury Stock on the Company's Condensed Consolidated Statement of Financial Position:

July 2, 2023 July 3, 2022

Three Month Periods Ended

(in millions except per share data)

Open Market Purchases — $ — $ — 0.2 $ 96.90 $ 24.0

April 2, 2023 April 3, 2022

Six Month Periods Ended

ASR 5.3 $ 74.86 $ 400.0 — $ — $ —

July 2, 2023 July 3, 2022

Nine Month Periods Ended

(in millions except per share data)

4 unchanged sentences

Open Market Purchases — $ — $ — 1.3 $ 97.34 $ 134.0

SPECTRUM BRANDS HOLDINGS, INC.

SB/RH HOLDINGS, LLC

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(in millions, unaudited)

ASR 5.3 74.86 400.0 — — —

Total Purchases 5.3 $ 74.86 $ 400.0 1.3 $ 97.34 $ 134.0

NOTE 13 – SHARE BASED COMPENSATION

The following is a summary of share based compensation expense included in net loss from continuing operations for the three and six month periods ended April 2, 2023 and April 3, 2022 for SBH and SB/RH, respectively.

Three Month Periods Ended Six Month Periods Ended

(in millions) April 2, 2023 April 3, 2022 April 2, 2023 April 3, 2022

The following is a summary of share based compensation expense included in net loss from continuing operations for the three and nine month periods ended July 2, 2023 and July 3, 2022 for SBH and SB/RH, respectively.

Three Month Periods Ended Nine Month Periods Ended

(in millions) July 2, 2023 July 3, 2022 July 2, 2023 July 3, 2022

SBH $ 4.8 $ ( 0.7 ) $ 12.5 $ 11.4

11 unchanged sentences

Shares issued upon exercise of RSUs are sourced from treasury shares when available.

The following is a summary of RSU grants issued during the six month period ended April 2, 2023:

The following is a summary of RSU grants issued during the nine month period ended July 2, 2023:

(in millions, except per share data) Units Weighted

13 unchanged sentences

NOTE 14 – ACCUMULATED OTHER COMPREHENSIVE INCOME

The change in the components of AOCI for the six month period ended April 2, 2023, was as follows:

The change in the components of AOCI for the nine month period ended July 2, 2023, was as follows:

(in millions) Foreign Currency Translation Derivative Instruments Defined Benefit Pension Total

16 unchanged sentences

Other comprehensive income (loss), net of tax 18.3 ( 1.6 ) ( 0.5 ) 16.2

other comprehensive loss from continuing operations attributable to non-controlling interest 0.1 — — 0.1

other comprehensive income from continuing operations attributable to non-controlling interest 0.1 — — 0.1

other comprehensive income from discontinued operations attributable to non-controlling interest 0.1 — — 0.1

1 unchanged sentence

Balance at April 2, 2023 ( 232.7 ) ( 5.5 ) ( 34.7 ) ( 272.9 )

Other comprehensive income (loss) before reclassification 11.6 ( 9.0 ) ( 1.2 ) 1.4

Net reclassification for loss to income from continuing operations — 3.6 1.0 4.6

Net reclassification for loss (gain) to income from discontinued operations — 2.4 ( 0.1 ) 2.3

Other comprehensive income (loss) before tax 11.6 ( 3.0 ) ( 0.3 ) 8.3

Deferred tax effect ( 0.4 ) 0.8 — 0.4

Other comprehensive income (loss), net of tax 11.2 ( 2.2 ) ( 0.3 ) 8.7

Deconsolidation of discontinued operations 26.6 — ( 0.5 ) $ 26.1

Net change to determine comprehensive income for the period 37.8 ( 2.2 ) ( 0.8 ) 34.8

other comprehensive loss from discontinued operations attributable to non-controlling interest ( 0.2 ) — — ( 0.2 )

Deconsolidation of discontinued operations 0.7 — — 0.7

Other comprehensive income (loss) attributable to controlling interest 37.3 ( 2.2 ) ( 0.8 ) 34.3

Balance at July 2, 2023 $ ( 195.4 ) $ ( 7.7 ) $ ( 35.5 ) $ ( 238.6 )

The following table presents reclassifications of the gain (loss) on the Condensed Consolidated Statements of Income from AOCI for the periods indicated:

(in millions) Three Month Period Ended April 2, 2023 Six Month Period Ended April 2, 2023

Derivative Instruments Defined Benefit Pension Total Derivative Instruments Defined Benefit Pension Total

(in millions) Three Month Period Ended July 2, 2023 Nine Month Period Ended July 2, 2023

Foreign Currency Translation Derivative Instruments Defined Benefit Pension Total Foreign Currency Translation Derivative Instruments Defined Benefit Pension Total

Net Sales $ — $ 0.1 $ — $ 0.1 $ — $ 0.2 $ — $ 0.2

1 unchanged sentence

Other non-operating expense (income), net — — ( 1.0 ) ( 1.0 ) — — ( 1.2 ) ( 1.2 )

Income from discontinued operations, net of tax ( 26.6 ) ( 2.4 ) 0.6 ( 28.4 ) ( 26.6 ) ( 2.3 ) 0.6 ( 28.3 )

SPECTRUM BRANDS HOLDINGS, INC.

3 unchanged sentences

NOTE 14 – ACCUMULATED OTHER COMPREHENSIVE INCOME (continued)

The change in the components of AOCI for the six month period ended April 3, 2022, was as follows:

The change in the components of AOCI for the nine month period ended July 3, 2022, was as follows:

(in millions) Foreign Currency Translation Derivative Instruments Defined Benefit Pension Total

19 unchanged sentences

Balance at April 3, 2022 ( 197.2 ) 12.7 ( 46.8 ) ( 231.3 )

Other comprehensive (loss) income before reclassification ( 26.7 ) 4.3 2.3 ( 20.1 )

Net reclassification for (gain) loss to income from continuing operations — ( 4.9 ) 1.1 ( 3.8 )

Net reclassification for gain to income from discontinued operations — ( 0.9 ) ( 0.1 ) ( 1.0 )

Other comprehensive (loss) income before tax ( 26.7 ) ( 1.5 ) 3.3 ( 24.9 )

Deferred tax effect ( 6.6 ) 0.9 ( 0.9 ) ( 6.6 )

Other comprehensive loss, net of tax ( 33.3 ) ( 0.6 ) 2.4 ( 31.5 )

other comprehensive loss from continuing operations attributable to non-controlling interest ( 0.1 ) — — ( 0.1 )

other comprehensive loss from discontinued operations attributable to non-controlling interest ( 0.3 ) — — ( 0.3 )

Other comprehensive (loss) income attributable to controlling interest ( 32.9 ) ( 0.6 ) 2.4 ( 31.1 )

Balance at July 3, 2022 $ ( 230.1 ) $ 12.1 $ ( 44.4 ) $ ( 262.4 )

The following table presents reclassifications of the gain (loss) on the Condensed Consolidated Statements of Income from AOCI for the periods indicated:

(in millions) Three Month Period Ended April 3, 2022 Six Month Period Ended April 3, 2022

(in millions) Three Month Period Ended July 3, 2022 Nine Month Period Ended July 3, 2022

Derivative Instruments Defined Benefit Pension Total Derivative Instruments Defined Benefit Pension Total

Net Sales $ 0.1 $ — $ 0.1 $ 0.1 $ — $ 0.1

Cost of goods sold 4.8 — 4.8 8.4 — 8.4

Other non-operating income, net — ( 1.0 ) ( 1.0 ) — ( 3.1 ) ( 3.1 )

Other non-operating expense (income), net — ( 1.1 ) ( 1.1 ) — ( 3.1 ) ( 3.1 )

Income from discontinued operations, net of tax 0.9 0.1 1.0 2.1 0.1 2.2

SPECTRUM BRANDS HOLDINGS, INC.

SB/RH HOLDINGS, LLC

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(in millions, unaudited)

NOTE 15 – INCOME TAXES

The effective tax rate for the three and six month periods ended April 2, 2023 and April 3, 2022, was as follows:

Three Month Periods Ended Six Month Periods Ended

Effective tax rate April 2, 2023 April 3, 2022 April 2, 2023 April 3, 2022

The effective tax rate for the three and nine month periods ended July 2, 2023 and July 3, 2022, was as follows:

Three Month Periods Ended Nine Month Periods Ended

Effective tax rate July 2, 2023 July 3, 2022 July 2, 2023 July 3, 2022

SBH ( 8.8 ) % 40.2 % 10.3 % 28.5 %

SB/RH ( 10.8 ) % 34.9 % 9.2 % 28.6 %

The estimated annual effective tax rate applied to the three and six month periods ended April 2, 2023, differs from the US federal statutory rate of 21 % principally due to income earned outside the U.S.

The estimated annual effective tax rate applied to the three and nine month periods ended July 2, 2023, differs from the US federal statutory rate of 21 % principally due to income earned outside the U.S.

that is subject to U.S.

tax, including the U.S.

tax on global intangible low taxed income (“GILTI”), certain nondeductible expenses, foreign currency impacts, and foreign rates that differ from the U.S.

tax on global intangible low taxed income (“GILTI”), certain nondeductible expenses, foreign currency impacts, state income taxes and foreign rates that differ from the U.S.

federal statutory rate.

The Company has U.S.

net operating loss carryforwards ("NOL"), which do not allow it to take advantage of the foreign-derived intangible income deduction.

The Company’s federal effective tax rate on GILTI is therefore 21 %.

During the six month period ended April 2, 2023, the Company recorded a discrete $ 16.8 million tax benefit related to the impairment of certain intangible assets.

The Company generated a pretax loss on continuing operations for the three and six month periods ended April 2, 2023, so additional discrete tax benefits result in an increase to the tax rate.

As of April 2, 2023 and September 30, 2022, there was $ 1.0 million and $ 2.7 million of income taxes receivable from its parent company on the SB/RH Condensed Consolidated Statements of Financial Position, calculated as if SB/RH were a separate taxpayer.

SPECTRUM BRANDS HOLDINGS, INC.

SB/RH HOLDINGS, LLC

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(in millions, unaudited)

During Fiscal 2023, the Company had U.S.

net operating loss carryforwards ("NOL"), which did not allow it to take advantage of the foreign-derived intangible income deduction.

The Company’s federal effective tax rate on GILTI was therefore 21 %.

During the nine month period ended July 2, 2023, the Company recorded a discrete $ 56.1 million tax benefit related to the impairment of goodwill and certain intangible assets.

The Company realized a U.S.

taxable gain on the HHI divestiture entered into during the three month period ended July 2, 2023, which resulted in the utilization of all available U.S.

federal and substantially all available U.S.

state NOLs and credits.

Certain NOLs could not be used due to limitations related to prior ownership changes under Section 382 of the Internal Revenue Code.

As a result of the HHI divestiture, the Company may be able to claim foreign tax credits and foreign-derived intangible income deductions in continuing operations in future periods.

As of July 2, 2023 and September 30, 2022, there was $ 505.7 million of U.S.

federal income taxes payables and $ 2.7 million of U.S.

federal income taxes receivable, respectively, with its parent company on the SB/RH Condensed Consolidated Statements of Financial Position, calculated as if SB/RH were a separate taxpayer.

NOTE 16 – COMMITMENTS AND CONTINGENCIES

5 unchanged sentences

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 April 2, 2023, there was an environmental remediation liability of $ 6.3 million, with $ 2.2 million included in Other Current Liabilities and $ 4.1 million included in Other Long-Term Liabilities on the Condensed Consolidated Statements of Financial Position.

As of July 2, 2023, there was an environmental remediation liability of $ 5.9 million, with $ 1.5 million included in Other Current Liabilities and $ 4.4 million included in Other Long-Term Liabilities on the Condensed Consolidated Statements of Financial Position.

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 Condensed Consolidated Statements of Financial Position.

3 unchanged sentences

The Company has recorded and maintains an estimated liability in the amount of management’s estimate for aggregate exposure for such liabilities based upon probable loss from loss reports, individual cases, and losses incurred but not reported.

As of April 2, 2023 and September 30, 2022, the Company recognized $ 3.2 million and $ 3.4 million in product liability, respectively, included in Other Current Liabilities on the Condensed Consolidated Statements of Financial Position.

As of July 2, 2023 and September 30, 2022, the Company recognized $ 3.4 million in product liability, included in Other Current Liabilities on the Condensed Consolidated Statements of Financial Position.

The Company believes that any additional liability in excess of the amounts provided that may result from resolution of these matters will not have a material adverse effect on the consolidated financial condition, results of operations or cash flows of the Company.

2 unchanged sentences

Estimated warranty costs incorporate replacement parts, products and delivery, and are recorded as a cost of goods sold at the time of product shipment based on historical and projected warranty claim rates, claims experience and any additional anticipated future costs on previously sold products.

The Company recognized $ 0.3 million and $ 0.4 million of warranty accruals as of April 2, 2023 and September 30, 2022, respectively, included in Other Current Liabilities on the Condensed Consolidated Statements of Financial Position.

The Company recognized $ 0.3 million and $ 0.4 million of warranty accruals as of July 2, 2023 and September 30, 2022, respectively, included in Other Current Liabilities on the Condensed Consolidated Statements of Financial Position.

Product Safety Recall.

2 unchanged sentences

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 $ 8.4 million and $ 7.5 million as of April 2, 2023 and September 30, 2022, respectively, in Other Current Liabilities on the Consolidated Statement of Financial Position associated with the costs for the recalls.

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 $ 8.2 million and $ 4.7 million as of April 2, 2023 and September 30, 2022, respectively, in Other Receivables on the Consolidated Statement of Financial Position related to recovery from such indemnification provisions.

As a result, the Company recognized $ 6.2 million and $ 7.5 million as of July 2, 2023 and September 30, 2022, respectively, in Other Current Liabilities on the Consolidated Statement of Financial Position associated with the costs for the recalls.

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 $ 7.1 million and $ 4.7 million as of July 2, 2023 and September 30, 2022, respectively, in Other Receivables on the Consolidated Statement of Financial Position related to recovery from such indemnification provisions.

SPECTRUM BRANDS HOLDINGS, INC.

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NOTE 17 – SEGMENT INFORMATION

Net sales relating to the segments for the three and six month periods ended April 2, 2023 and April 3, 2022, are as follows:

Three Month Periods Ended Six Month Periods Ended

(in millions) April 2, 2023 April 3, 2022 April 2, 2023 April 3, 2022

HPC $ 279.2 $ 316.1 $ 643.6 $ 695.8

Net sales relating to the segments for the three and nine month periods ended July 2, 2023 and July 3, 2022, are as follows:

Three Month Periods Ended Nine Month Periods Ended

(in millions) July 2, 2023 July 3, 2022 July 2, 2023 July 3, 2022

GPC $ 272.3 $ 290.2 $ 846.5 $ 887.5

H&G 186.6 198.5 411.3 470.3

HPC 276.6 329.3 920.3 1,025.2

Net sales $ 735.5 $ 818.0 $ 2,178.1 $ 2,383.0

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• 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 reduction in the contingent consideration liability recognized during the six month period ended April 2, 2023, associated with the Tristar Business acquisition in the prior year on February 18, 2022;

• Non-cash gain from the reduction in the contingent consideration liability associated with the Tristar Business acquisition in the prior year;

• Non-cash asset impairments or write-offs realized and recognized in earnings from continuing operations, including impairments from property, plant and equipment, operating and finance leases, and goodwill and other intangible assets.

See Note 7 - Property Plant and Equipment and Note 8 - Goodwill and Intangible Assets for further details;

• Impact from the early settlement of foreign currency cash flow hedges in the prior year, resulting in subsequent assumed losses at the original stated maturities of foreign currency cash flow hedges in our EMEA region that were settled early in the prior year 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 excluded gains in the prior year intended to mitigate costs through the year ending September 30, 2023;

• Incremental costs recognized by the HPC segment attributable to the realization of product recalls initiated by the Company in the prior year.

• Incremental costs recognized by the HPC segment attributable to the realization of product recalls initiated in the prior year.

See Note 16 - Commitments and Contingencies 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 with remeasurements during the six month period ended April 3, 2022;

• Incremental reserves for non-recurring litigation or environmental remediation activity including the proposed settlement on outstanding litigation matters at our H&G and HPC segments attributable to significant and unusual nonrecurring matters with no previous history or precedent and any subsequent changes in estimate or remeasurement realized upon settlement;

• Other adjustments are primarily attributable to:

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(2) key executive severance related costs;

and (3) insurable losses associated with hurricane damages at a key supplier of our Glofish business and loss realized from misapplied funds during the six month period ended April 2, 2023.

and (3) insurable losses associated with hurricane damages at a key supplier of our Glofish business and loss realized from misapplied funds during the three and nine month periods ended July 2, 2023.

SPECTRUM BRANDS HOLDINGS, INC.

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NOTE 17 - SEGMENT INFORMATION (continued)

Segment Adjusted EBITDA for the reportable segments for SBH for the three and six month periods ended April 2, 2023 and April 3, 2022, are as follows:

Three Month Periods Ended Six Month Periods Ended

SBH (in millions) April 2, 2023 April 3, 2022 April 2, 2023 April 3, 2022

HPC $ ( 1.9 ) $ 10.6 $ 11.3 $ 38.0

Segment Adjusted EBITDA for the reportable segments for SBH for the three and nine month periods ended July 2, 2023 and July 3, 2022, are as follows:

Three Month Periods Ended Nine Month Periods Ended

SBH (in millions) July 2, 2023 July 3, 2022 July 2, 2023 July 3, 2022

GPC $ 53.6 $ 40.9 $ 137.1 $ 120.2

H&G 38.6 42.8 51.4 73.1

HPC 11.4 3.6 22.7 41.6

Total segment adjusted EBITDA 103.6 87.3 211.2 234.9

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Gain from remeasurement of contingent consideration liability — ( 25.0 ) ( 1.5 ) ( 25.0 )

Impairment of equipment and operating leases 4.2 — 4.5 —

Impairment of equipment and operating lease assets 3.6 — 8.1 —

Impairment of goodwill 111.1 — 111.1 —

Impairment of intangible assets 53.7 — 120.7 —

Early settlement of foreign currency cash flow hedges 0.7 ( 8.2 ) 4.6 ( 8.2 )

HPC product recall 1.6 — 1.9 —

Legal and environmental 1.5 — 1.5 ( 0.5 )

HPC product recall 1.9 — 3.8 —

Salus and other — 1.4 5.0 1.7

Loss from continuing operations before income taxes $ ( 109.8 ) $ ( 31.9 ) $ ( 161.9 ) $ ( 78.1 )

(Loss) income from continuing operations before income taxes $ ( 158.3 ) $ 5.0 $ ( 320.2 ) $ ( 73.1 )

SPECTRUM BRANDS HOLDINGS, INC.

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NOTE 17 - SEGMENT INFORMATION (continued)

Segment Adjusted EBITDA for reportable segments for SB/RH for the three and six month periods ended April 2, 2023 and April 3, 2022, are as follows:

Three Month Periods Ended Six Month Periods Ended

Segment Adjusted EBITDA for reportable segments for SB/RH for the three and nine month periods ended July 2, 2023 and July 3, 2022, are as follows:

Three Month Periods Ended Nine Month Periods Ended

SB/RH (in millions)

April 2, 2023 April 3, 2022 April 2, 2023 April 3, 2022

HPC $ ( 1.9 ) $ 10.6 $ 11.3 $ 38.0

July 2, 2023 July 3, 2022 July 2, 2023 July 3, 2022

GPC $ 53.6 $ 40.9 $ 137.1 $ 120.2

H&G 38.6 42.8 51.4 73.1

HPC 11.4 3.6 22.7 41.6

Total segment adjusted EBITDA 103.6 87.3 211.2 234.9

22 unchanged sentences

Gain from remeasurement of contingent consideration liability — ( 25.0 ) ( 1.5 ) ( 25.0 )

Impairment of equipment and operating leases 4.2 — 4.5 —

Impairment of equipment and operating lease assets 3.6 — 8.1 —

Impairment of goodwill 111.1 — 111.1 —

Impairment of intangible assets 53.7 — 120.7 —

Early settlement of foreign currency cash flow hedges 0.7 ( 8.2 ) 4.6 ( 8.2 )

HPC product recall 1.6 — 1.9 —

Legal and environmental 1.5 — 1.5 ( 0.5 )

HPC product recall 1.9 — 3.8 —

Other — 1.5 5.0 1.4

Loss from continuing operations before income taxes $ ( 109.2 ) $ ( 31.2 ) $ ( 161.3 ) $ ( 77.1 )

(Loss) income from continuing operations before income taxes $ ( 156.8 ) $ 5.7 $ ( 318.1 ) $ ( 71.4 )

SPECTRUM BRANDS HOLDINGS, INC.

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NOTE 18 – EARNINGS PER SHARE – SBH

The reconciliation of the numerator and denominator of the basic and diluted earnings per share calculation and the anti-dilutive shares for the three and six month periods ended April 2, 2023 and April 3, 2022, are as follows:

Three Month Periods Ended Six Month Periods Ended

The reconciliation of the numerator and denominator of the basic and diluted earnings per share calculation and the anti-dilutive shares for the three and nine month periods ended July 2, 2023 and July 3, 2022, are as follows:

Three Month Periods Ended Nine Month Periods Ended

(in millions, except per share amounts)

April 2, 2023 April 3, 2022 April 2, 2023 April 3, 2022

Net loss from continuing operations attributable to controlling interest $ ( 75.1 ) $ ( 25.1 ) $ ( 115.3 ) $ ( 55.3 )

July 2, 2023 July 3, 2022 July 2, 2023 July 3, 2022

Net (loss) income from continuing operations attributable to controlling interest $ ( 172.4 ) $ 3.0 $ ( 287.7 ) $ ( 52.3 )

Net income from discontinued operations attributable to controlling interest 2,031.6 29.7 2,072.4 109.1

Net (loss) income attributable to controlling interest $ ( 53.7 ) $ 15.9 $ ( 74.6 ) $ 24.1

Net income attributable to controlling interest $ 1,859.2 $ 32.7 $ 1,784.7 $ 56.8

Weighted average shares outstanding – basic 40.4 40.8 40.7 41.0

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements