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Item 7. Management’s Discussion and Analysis

2023-11-21 compared with 2022-11-22 · 291 added, 281 removed, 401 unchanged (59% of the section changed)

5 unchanged sentences

The following section provides a general description of our business as well as recent developments for the years ended September 30, 2023 and 2022, which we believe are important to understanding our results of operations, financial condition, and understanding anticipated future trends.

Refer to Item 1 - Business and Note 1 – Description of Business in Notes to the Consolidated Financial Statements, included elsewhere in this Annual Report for an overview of our business.

Refer to Item 1 - Business and Note 1 – Description of Business in the Notes to the Consolidated Financial Statements, included elsewhere in this Annual Report for an overview of our business.

For a discussion of our fiscal 2021 results, please refer to Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations" for the Company's Annual Report on Form 10-K for the year ended September 30, 2022 filed with the SEC on November 22, 2022.

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The following strategic transactions have been considered as having a significant impact on the comparability of the financial results on the consolidated financial statements and segment financial information.

• Tristar Business Acquisition - On February 18, 2022, the Company acquired 100% of the Tristar Business that includes a portfolio of home appliances and cookware products sold under the PowerXL®, Emeril, and Copper Chef® brands.

The net assets and operating results of the Tristar Business are included in the Consolidated Financial Statements and reported within the HPC reporting segment as of and for the year ended September 30, 2022, effective as of the transaction date.

See Note 4 - Acquisitions in the Notes to the Consolidated Financial Statements, included elsewhere in this Annual Report, for further detail.

In addition to the transaction costs of $13.5 million to effect the close of the transaction, recognized during the year ended September 30, 2022, the Company incurred incremental costs to combine and integrate the acquired business with the HPC segment, primarily towards the integration of systems and processes, merger of commercial operations and supply chain, professional fees to facilitate in the consolidation of financial records, plus incremental retention costs for personnel supporting the transition and integration efforts.

Costs attributable to the integration of the Tristar Business were initiated with the close of the transaction and are projecting to continue through the year ending September 30, 2023.

• Rejuvenate Acquisition - On May 28, 2021, the Company acquired 100% of the membership interests in For Life Products, LLC ("FLP"), a manufacturer of household cleaning, maintenance, and restoration products sold under the Rejuvenate® brand.

The net assets and operating results of FLP are included in the Consolidated Financial Statements and reported within the H&G reporting segment as of and for the years ended September 30, 2022 and 2021, effective as of the transaction date.

See Note 4 - Acquisitions in the Notes to the Consolidated Financial Statements, included elsewhere in this Annual Report, for further detail.

In addition to the transaction costs of $5.3 million to effect the close of the transaction, recognized during the year ended September 30, 2021, the Company incurred incremental costs to combine and integrate the acquired business with the H&G segment, primarily towards the integration of systems and processes, transfer of inventory and integration of distribution with an existing H&G distribution center, retention costs for personnel supporting transition and integration efforts, plus incremental trade spend realized from the alignment of commercial operations practices and policies (recognized as a reduction in net sales).

Costs attributable to the integration of the Rejuvenate business have been substantially complete.

• Armitage Acquisition - On October 26, 2020, the Company completed the acquisition of Armitage Pet Care Ltd ("Armitage"), a pet treats and toys business in Nottingham, UK including a portfolio of brands that include the dog treats brand, Good Boy®, cat treats brand, Meowee!®, and Wildbird® bird feed products, among others, that are predominantly sold within the UK.

The net assets and results of operations of Armitage are included in the Consolidated Financial Statements and reported within the GPC reporting segment as of and for the years ended September 30, 2022 and 2021, effective as of the transaction date.

See Note 4 - Acquisitions in the Notes to the Consolidated Financial Statements included elsewhere in this Annual Report, for further detail.

In addition to the transaction costs of $5.1 million to effect the close of the transaction recognized during the year ended September 30, 2021, the Company incurred incremental costs to combine and integrate the acquired business with the GPC segment, primarily towards the integration of systems and processes, transfer of inventory and integration to existing GPC supply chain and distribution centers within the EMEA region, plus retention costs for personnel supporting the transition and integration efforts.

Costs attributable to the integration of the Armitage business have been substantially complete.

• Omega Acquisition - On March 10, 2020, the Company acquired Omega Sea, LLC ("Omega"), a manufacturer and marketer of premium fish foods and consumable goods for the home and commercial aquarium markets, primarily consisting of the Omega brand.

The net assets and results of operations of Omega are included in the Consolidated Financial Statements and reported within GPC segment as of and for the years ended September 30, 2022 and 2021.

The Company incurred incremental costs to combine and integrate the acquired business within the GPC segment, primarily towards the integration of systems and process, transfer of inventory and production to an existing GPC facility, including related exit and disposal costs of the assumed leased facility, related start-up costs and operational inefficiencies attributable to the transferred production, plus retention costs for personnel supporting the transition and integration after the transaction date.

Costs attributable to the integration of the Omega business have been substantially complete.

Table of Conten t s

• HHI Divestiture - On September 8, 2021, the Company entered into an Asset and Stock Purchase Agreement ("ASPA") with ASSA ABLOY AB ("ASSA") to sell its HHI segment.

The consummation of the transaction is pending and subject to customary conditions, including the absence of a material adverse effect of HHI and certain antitrust conditions or other governmental restrictions, amongst others.

On September 15, 2022, the DOJ filed a complaint seeking to enjoin the transaction and block the acquisition of the HHI division by ASSA.

The Company expects that the trial will occur in April 2023.

Both the Company and ASSA have stated their disagreement with the DOJ's concerns.

The Company and ASSA will jointly defend the transaction in the litigation.

ASSA has also announced that, to resolve all the alleged competitive concerns surrounding the acquisition of HHI, it has initiated a process to sell its Emtek and its smart residential business in the U.S.

The Company continues to recognize the HHI division as held for sale and as a component of our discontinued operations and are reported separately for all periods presented.

The parties are committed to closing the HHI transaction and the Company and ASSA both continue to expect that they will obtain all the required governmental clearances and will close the HHI transaction.

• HHI Divestiture - On September 8, 2021, the Company entered into a Purchase Agreement with ASSA to sell its HHI segment.

On June 20, 2023, the Company completed its divestiture of its HHI segment.

The operating results of the HHI divestiture are included as Income From Discontinued Operations, Net of Tax for all periods presented through the date of the divestiture, including the gain on sale.

See Note 3 - Divestitures in the Notes to the Consolidated Financial Statements, included elsewhere in this Annual Report for further detail.

The Company has incurred incremental costs attributable to the pending transaction, primarily consisting of legal and professional fees to effect the realization of the ASPA, facilitate antitrust or other governmental restrictions to consummate the transaction, preparation for separation of systems and processes supporting the divested business and enabling functions under a transition services agreement ("TSA"), plus incremental retention costs for personnel supporting the transition efforts.

Incremental costs are expected to be incurred through the consummation of the pending transaction to support TSA processes and mitigation following the close of the sale, which are expected to be incurred for a transition period of approximately 12-24 months following the close of the transaction.

• HPC Separation - The Company has entered into various initiatives to facilitate a strategic separation of the Company's ownership in the HPC segment in the most advantageous way to realize value for both the HPC business through a spin, merger or other strategic transaction and the retained GPC and H&G businesses of the Company.

Costs are primarily attributable to legal and professional fees incurred to assess strategic opportunities, evaluate transaction considerations for a potential separation, including tax and compliance implications to the consolidated group, costs directly attributable to the legal entity separation and transfer of net assets of the HPC operations from commingled operations of the Company, plus the segregation of systems and processes.

The realization of the transaction, if any, is likely not to occur until after completion of the HHI divestiture discussed above.

The Company has incurred incremental costs attributable to the divestiture, consisting of legal and professional fees to effect the realization of the Purchase Agreement, preparation for separation of systems and processes supporting the divested business and enabling functions under a transition services agreement ("TSA").

Transaction costs directly attributable to the close of the transaction including certain compensatory costs contingent upon the successful completion of the sale are included as a component of the gain on sale of discontinued operations.

Incremental costs are expected to be incurred following consummation of the transaction to support TSA processes and mitigation following the close of the sale are expected to be incurred for a transition period of approximately 12-24 months following the close of the transaction.

• HPC Separation - The Company has initiated projects to facilitate a strategic separation of the Company's ownership in the HPC segment in the most advantageous way to realize value for both the HPC business as a standalone appliance business either through a spin, merger or other strategic transaction, and the retained GPC and H&G businesses of the consolidated group.

Costs are primarily attributable to legal and professional fees incurred to assess opportunities, evaluate transaction considerations for a separation, including potential tax and compliance implications, costs directly attributable to the legal entity separation and transfer of net assets of the HPC operations from commingled operations of the Company, plus the segregation of systems and processes.

Costs attributable to the initiative are expected to be incurred until a transaction is realized or otherwise cancelled.

• Coevorden Operations - On March 29, 2020, the Company completed the sale of its dog and cat food ("DCF") production facility and distribution center in Coevorden, Netherlands with United Petfood Producers NV ("UPP").

See Note 3 - Divestitures included in the Notes to the Consolidated Financial Statements included elsewhere in this Annual Report for further detail.

Following the separation of the Coevorden Operations, the Company has incurred incremental costs attributable to a tolling charge for the continued production of DCF products through a three-year manufacturing agreement with the buyer entered into concurrently with the sale, rent charges associated with the transferred warehouse operated by the Company during an 18-month transition period following the sale, plus costs to facilitate the transfer of the warehouse operations to the buyer and the movement of inventory and distribution center operations from the Coevorden facility to a new distribution center supporting GPC operations in EMEA.

Incremental costs attributable to the tolling arrangement are expected to be completed in March 2023.

• Tristar Business Acquisition - During the year ended September 30, 2022, on February 18, 2022, the Company acquired 100% of the Tristar Business that includes a portfolio of home appliances and cookware products sold under the PowerXL®, Emeril, and Copper Chef® brands.

The net assets and operating results of the Tristar Business are included in the Consolidated Financial Statements and reported within the HPC reporting segment as of and for the years ended September 30, 2023 and 2022, effective as of the transaction date.

See Note 4 - Acquisitions in the Notes to the Consolidated Financial Statements, included elsewhere in this Annual Report, for further detail.

In addition to the transaction costs of $13.5 million to effect the close of the transaction, recognized during the year ended September 30, 2022, the Company has incurred incremental costs to combine and integrate the acquired business with the HPC segment, primarily towards the integration of systems and processes, merger of commercial operations and supply chain, professional fees to facilitate in the consolidation of financial records, plus incremental retention costs for personnel supporting the transition and integration efforts.

Costs attributable to the integration of the Tristar Business were initiated with the close of the transaction and were substantial complete and recognized as of September 30, 2023.

• Rejuvenate Acquisition - During the year ended September 30, 2021, on May 28, 2021, the Company acquired 100% of the membership interests in For Life Products, LLC ("FLP"), a manufacturer of household cleaning, maintenance, and restoration products sold under the Rejuvenate® brand.

The Company has incurred incremental costs to combine and integrate the acquired business with the H&G segment, primarily towards the integration of systems and processes, transfer of inventory and integration to an existing H&G distribution center, retention costs for personnel supporting transition and integration efforts.

Costs attributable to the integration of the Rejuvenate business were completed as of September 30, 2022.

• Armitage Acquisition - During the year ended September 30, 2021, on October 26, 2020, the Company completed the acquisition of Armitage Pet Care Ltd ("Armitage"), a pet treats and toys business in Nottingham, UK including a portfolio of brands that include the dog treats brand, Good Boy®, cat treats brand, Meowee!®, and Wildbird® bird feed products, among others, that are predominantly sold within the UK.

The Company has incurred incremental costs to combine and integrate the acquired business with the GPC segment, primarily towards the integration of systems and processes, transfer of inventory and integration to existing GPC supply chain and distribution centers within the EMEA region, plus retention costs for personnel supporting the transition and integration efforts.

Costs attributable to the integration of the Armitage business were completed as of September 30, 2022.

• Coevorden Operations - During the year ended September 30, 2020, on March 29, 2020, the Company completed the sale of its dog and cat food ("DCF") production facility and distribution center in Coevorden, Netherlands with United Petfood Producers NV ("UPP").

Following the separation of the Coevorden Operations, the Company incurred incremental costs attributable to a tolling charge for the continued production of DCF products through a three-year manufacturing agreement with the buyer entered into concurrently with the sale, rent charges associated with the transferred warehouse operated by the Company during an 18-month transition period, plus costs to facilitate the transfer of the warehouse operations to the buyer and the movement of inventory and distribution center operations.

Incremental costs attributable to the tolling arrangement were completed in March 2023.

• Omega Acquisition - During the year ended September 30, 2020, on March 10, 2020, the Company acquired Omega Sea, LLC ("Omega"), a manufacturer and marketer of premium fish foods and consumable goods for the home and commercial aquarium markets, primarily consisting of the Omega brand.

The net assets and results of operations of Omega are included in the Consolidated Financial Statements and reported within GPC segment as of and for the years ended September 30, 2023 and 2022.

The Company incurred incremental costs to combine and integrate the acquired business within the GPC segment, primarily towards the integration of systems and processes, transfer of inventory and production to an existing GPC facility, including related exit and disposal costs of the assumed leased facility, related start-up costs and operational inefficiencies attributable to the transferred production, plus retention costs for personnel supporting the transition and integration after the transaction date.

Costs attributable to the integration of the Omega business were completed in the prior year.

The following is a summary of costs attributable to strategic transactions and business development costs for the respective projects during the years ended September 30, 2023 and 2022.

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Tristar Business acquisition and integration $ 11.5 $ 24.3

HHI divestiture and separation 8.4 6.3

HPC separation initiatives 4.2 19.1

Coevorden operations separation 2.7 8.8

Rejuvenate acquisition and integration — 6.8

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Omega integration — 4.6

HHI divestiture 6.3 9.6

HPC separation initiatives 19.1 14.2

Coevorden operations separation 8.8 11.6

Other project costs 0.7 1.0

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The following initiatives have been considered as having a significant impact on the comparability of the financial results on the consolidated financial statements and segment financial information.

• Fiscal 2023 Restructuring - During the year ended September 30, 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 further of headcount reductions.

Substantially all costs associated with the initiative had been recognized any accrued as of September 30, 2023.

See Note 5 - Restructuring Charges in Notes to the Consolidated Financial Statements, included elsewhere in this Annual Report for further detail on related exit or disposal costs attributable to this initiative.

• Fiscal 2022 Restructuring - 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, resulting in the realization of a headcount reduction.

Substantially all costs associated with the initiative had been recognized and accrued in the prior year with amounts during the year ended September 30, 2023 due to changes in estimates, headcounts and timing of communication.

See Note 5 - Restructuring Charges in the Notes to the Consolidated Financial Statements included elsewhere in this Annual Report for further detail on related exit or disposal costs attributable to this initiative.

Costs attributable to the initiative are substantially complete as of September 30, 2022.

Table of Conten t s

• Russia Closing Initiative - During the year ended September 30, 2022, the Company initiated the close of its in-country commercial operations in Russia, predominantly supporting the HPC segment.

The Company has recognized impairment costs on working capital assets such as inventory and receivables that were not considered recoverable due to the restriction and suspension of commercial activity in Russia and has liquidated substantially all assets.

The initiative is subject to exit and disposal costs for severance benefits of personnel associated with the operations, see Note 5 - Restructuring Charges in the Notes to the Consolidated Financial Statements included elsewhere in this Annual Report for further detail.

Substantially all costs associated with the initiative has been recognized and accrued as of September 30, 2023.

• Global ERP Transformation - During the year ended September 30, 2021, the Company entered into a SAP S/4 HANA ERP transformation project to upgrade and implement our enterprise-wide operating systems to SAP S/4 HANA on a global basis.

This is a multi-year project that includes various costs, including software configuration and implementation costs that would be recognized as either capital expenditures or deferred costs in accordance with applicable accounting policies, with certain costs recognized as operating expense associated with project development and project management costs, and professional services with business partners engaged towards planning, design and business process review that would not qualify as software configuration and implementation costs.

The Company has substantially completed the design phase of the project and has moved into the build phase.

Costs are anticipated to be incurred through various deployments expected through September 30, 2024.

The Company has substantially completed the build phase and initiated a pilot deployment during the year ended September 30, 2023 with subsequent deployments and updates planned during the following year.

Costs are anticipated to be incurred with various deployments expected through September 30, 2025.

• HPC Brand Portfolio Transitions - During the year ended September 30, 2021, in response to the acquisition of the Tristar Business and the PowerXL® brand, the HPC segment initiated a project to assess and evaluate the current utilization of tradenames and brands across its portfolio of home and kitchen appliance products.

The project included incremental costs to facilitate transitions of branded product offerings on global basis, including investment with our supply base and retail partners to manage inventory and transition new branded products to market.

Costs attributable to the initiative were completed during the year ended September 30, 2023.

• GPC Distribution Transition - During the year ended September 30, 2021, the GPC segment entered into an initiative to update its supply chain and distribution operations within the U.S.

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Incremental costs include one-time transition, implementation and start-up cost with the new 3PL service provider, including the integration of provider systems and technology, incentive-based compensation to maintain performance during transition, duplicative and redundant costs, and incremental costs for various disruptions in the operations during the transition period including supplemental transportation and storage costs, incremental detention and demurrage costs.

See Note 5 - Restructuring Charges in the Notes to the Consolidated Financial Statements included elsewhere in this Annual Report for further detail on costs attributable to the program.

Additionally, the Company experienced an increase in customer fines and penalties during the transition period (recognized as a reduction in net sales).

Costs attributable to the initiative are substantially complete as of September 30, 2022.

Costs attributable to the initiative were completed during the year ended September 30, 2022.

• Global Productivity Improvement Program - During the year ended September 30, 2019, the Company initiated a company-wide, multi-year program, consisting of various restructuring related initiatives to redirect resources and spending to drive growth, identify cost savings and pricing opportunities through standardization and optimization, develop organizational and operating optimization, and reduce overall operational complexity across the Company.

With the Company’s divestitures of GBL and GAC during the year ended September 30, 2019, the project focus included the transition of the Company’s continuing operations in a post-divestiture environment and exiting of TSAs, which were fully exited in January 2022.

The initiative included review of global processes and organization design and structures, headcount reductions and transfers, and rightsizing the Company’s shared operations and commercial business strategy and exit of certain internal production to third-party suppliers, among others, resulting in the recognition of severance benefits and other exit and disposal costs to facilitate such activity.

See Note 5 - Restructuring Charges in the Notes to the Consolidated Financial Statements included elsewhere in this Annual Report for further detail on costs attributable to the program.

Costs attributable to the initiative are substantially complete as of September 30, 2022.

• HPC Brand Portfolio Transitions - In light of the acquisition of the Tristar Business and the PowerXL® brand, the Company has initiated a project within its HPC segment to assess and evaluate the current utilization of tradenames and brands across its portfolio of home and kitchen appliance products.

The project will require incremental costs to facilitate potential transitions of branded product offerings on global basis, including investment with our supply base and retail partners to manage inventory and transition new branded products to market.

Costs are anticipated to be incurred through September 30, 2025.

• Russia Closing Initiative - The Company initiated the closing of its in-country commercial operations in Russia supporting the HPC segment, and is assessing other commercial activity directly impacted by the Russia-Ukraine conflict.

The Company has recognized impairment costs of inventory and receivables that are at risk of recoverability as the Company has discontinued importing products directly into Russia, impairment of long-lived assets and expected lease termination costs.

The initiative also includes costs for severance and other exit and disposal costs to facilitate such activity.

See Note 5 - Restructuring Charges in the Notes to the Consolidated Financial Statements included elsewhere in this Annual report for further detail on exit and disposal costs attributable to the program.

Cost attributable to the initiative are expected to be incurred through September 30, 2023.

The following is a summary of impact to operating results attributable to restructuring initiatives and other optimization projects, incurred for the respective projects during the years ended September 30, 2022 and 2021.

In addition to the projects and initiatives discussed above, the Company regularly incurs cost and engages in less significant restructuring initiatives and optimization engagements that individually are not substantial and occur over a shorter time period (generally less than 12 months).

With the Company’s divestitures of GBL and GAC during the year ended September 30, 2019, the project focus includes the transition of the Company’s continuing operations in a post-divestiture environment and exiting of TSAs, which were fully exited in January 2022.

The initiative includes review of global processes and organization design and structures, headcount reductions and transfers, and rightsizing the Company’s shared operations and commercial business strategy and exit of certain internal production to third-party suppliers, among others, resulting in the recognition of severance benefits and other exit and disposal costs to facilitate such activity.

Costs attributable to the initiative were completed during the year ended September 30, 2022.

The following is a summary of impacts to operating results attributable to restructuring initiatives and other optimization projects incurred for the respective projects during the years ended September 30, 2023 and 2022.

In addition to the projects and initiatives discussed above, the Company regularly incurs costs and engages in less significant restructuring and optimization initiatives that individually are not substantial and occur over a shorter time period (generally less than 12 months).

(in millions) 2023 2022

Fiscal 2023 restructuring $ 7.4 $ —

Fiscal 2022 restructuring 0.4 9.8

Global ERP transformation 11.4 13.1

Russia closing initiative 3.2 1.9

HPC brand portfolio transitions 2.5 1.3

GPC distribution center transition — 35.8

Global productivity improvement program — 5.1

HPC brand portfolio transitions 1.3 —

Russia closing initiative 1.9 —

Other project costs 10.5 11.1

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General & administrative expense 34.4 40.8

Table of Conten t s

Refinancing Activity

The following recent financing activity has a significant impact on the comparability of financial results on the consolidated financial statements.

• During the year ended September 30, 2022, the Company entered into the third amendment to the Amended and Restated Credit Agreement (the "Credit Agreement") that provides for incremental capacity on the Revolver Facility of $500 million that was used to support the acquisition of the Tristar Business and the continuing operations and working capital requirements of the Company.

• During the year ended September 30, 2023, following the close of the HHI divestiture, the Company repaid its outstanding term loan and all outstanding borrowings with the Revolver Facility under the Credit Agreement, and terminated the Incremental Revolving Credit Facility Tranche, along with the remaining $450.0 million aggregate principal amount of 5.750% Senior Notes due 2025 in full at the redemption price.

The Company recognized $10.8 million as interest expense for the year ended September 30, 2023 from the write-down of deferred financing costs and original issuance discount.

• During the year ended September 30, 2023, the Company repurchased of $61.4 million of its outstanding bonds resulting in the early extinguishment of the debt and the recognition of a gain from debt repurchases of $7.9 million for the year ended September 30, 2023

• Additionally, during the year ended September 30, 2023, and prior to the closing of the HHI divestiture, 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.

Following the close of the HHI divestiture, the maximum consolidated total net leverage ratio was reverted to 6.0 to 1.0.

The Company incurred $2.3 million in connection with the fourth amendment, which has been recognized as interest expense for the year ended September 30, 2023.

• During the year ended September 30, 2022, the Company entered into the third amendment to the Amended and Restated Credit Agreement (the "Credit Agreement") that provided incremental capacity on the Revolver Facility of $500 million that was used to support the acquisition of the Tristar Business and the continuing operations and working capital requirements of the Company.

Borrowings under the incremental capacity are subject to a borrowing rate which is subject to 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, with an increase by 25 basis points 270 days after the effective date of the third amendment and an additional 25 basis points on each 90 day anniversary of such date.

• During the year ended September 30, 2021, the Company completed its offering of $500.0 million aggregate principal amount of its 3.875% Notes and entered into a new Term Loan Facility in the aggregate principal amount of $400.0 million on March 3, 2021.

The Company also redeemed $250.0 million of the 6.125% Notes and $550.0 million of the 5.75% Notes, with a call premium of $23.4 million and non-cash write-off of unamortized debt issuance costs of $7.9 million recognized as interest expense.

Outstanding borrowings under the incremental capacity were paid down and the Incremental Revolving Credit Facility Tranche was terminated following the close of the HHI divestiture.

See Note 12 - Debt in the Notes to the Consolidated Financial Statements, included elsewhere in this Annual Report for additional detail regarding debt and refinancing activity.

Tristar Business Acquisition

Following the purchase of the Tristar Business in February 2022, the Company and its HPC segment have been detrimentally impacted by aspects of the acquired business’ operations and products, which have negatively impacted subsequent operating performance and partner relationships of the acquired brands and segment.

Since the acquisition, the acquired business realized, among other things, significant distribution challenges, increased levels of retail inventory, reduced sales, increased promotional spending and deductions, higher level of returns, and overall increased amount of costs.

Additionally, the segment has subsequently realized unusual losses attributable to the recognition of product recalls for products associated with the brands, increased risks over the realizability of receivables and inventory, and recognized an impairment on assets including the acquired goodwill and tradename intangible assets.

Most recently the Company disposed of certain inventory and products associated with the acquired brands after assessing, among other things, performance and quality standards.

As of September 30, 2023, the Company believes it has assessed appropriate risks and recognized applicable losses and reserves reflecting the net assets of the Company.

The Company is pursuing avenues to remediate and recover such damages and losses realized since the acquisition.

Russia-Ukraine Conflict

The impacts of the Russia-Ukraine conflict and the sanctions imposed by other nations in response to the conflict are evolving and may have an impact on the Company's consolidated operations and cash flow attributable to operations and distribution within the region.

The Company does not maintain a significant level of operations within Ukraine and has discontinued importing goods and initiated the closing of its HPC operations within Russia.

The Company does not maintain material assets within Russia, which mostly consist of working capital associated with the in-country distribution operations.

The Company has adjusted our risks associated with the collectability and realizable value for working capital within the region.

The Company continues to evaluate its strategy and existing operations within the surrounding territory as matters evolve.

Depending on the strategic directions taken within the region and results from closing our HPC operations in Russia, there may be incremental costs or potential impairments to remediate.

The COVID-19 pandemic and the resulting regulations have caused economic and social disruptions that contribute to ongoing uncertainties and may have an impact on the operations, cash flow and net assets of the Company.

Such impacts may include, but are not limited to, volatility of demand for our products;

disruptions and cost implications in manufacturing and supply arrangements;

inability of third parties to meet obligations under existing arrangements;

and significant changes to the political and economic environments in which we manufacture, sell, and distribute our products.

The Company expects a significant continuing inflationary environment, marked with higher manufacturing, employment, and logistics costs as well as continued constraints with transportation and supply chain disruptions.

Additionally, there have also been changes in consumer needs and spending during the COVID-19 pandemic, and while we experienced an increase in demand for our products resulting from changes driven by the pandemic, our teams continue to monitor demand shifts and there can be no assurance as to the level of demand that will continue to prevail in future periods.

We believe the severity and duration of the COVID-19 pandemic to be uncertain and may contribute to retail volatility and consumer purchase behavior changes.

The COVID-19 pandemic has not had a materially negative impact on the Company’s liquidity position and we have not observed any material impairments.

We continue to actively monitor our global cash and liquidity, and if necessary, could reinitiate mitigating efforts to manage non-critical spending and assess operating spend to preserve cash and liquidity.

We expect the ultimate significance of the impact on our financial condition, results of operations, and cash flows will be dictated by the length of time that such circumstances continue, which will ultimately depend on the unforeseeable duration and severity of the COVID-19 pandemic, the emergence of variants and the effectiveness of vaccines against these variants, and any governmental and public actions taken in response.

The impacts of the Russia-Ukraine conflict and the sanctions imposed in response to the conflict may have an impact on the Company's consolidated operations and cash flow attributable to operations and distribution within the region.

The Company does not maintain a significant level of operations within Ukraine and initiated the closing of its in-country commercial operations within Russia to reduce the relative risk and exposure within the region.

Inflation and Supply Chain Constraint s

Our business continues to experience challenges towards product availability to meet customer demand.

We have experienced increased labor shortages in the wake of the COVID-19 pandemic resulting in transportation and supply chain disruptions.

The Company has experienced an inflationary environment on a global basis in the wake of the COVID-19 pandemic and supply chain constraints such as increased labor shortages, increased freight and distribution costs from transportation and logistics, higher commodity costs, rising energy pricing, and foreign currency volatility.

Together with labor shortages and higher demand for talent, the current economic environment is driving higher wages.

Our ability to meet labor needs, control wage and labor-related costs and minimize labor disruptions will be key to our success of operating our business and executing our business strategies.

Furthermore, our business is operating in an inflationary environment, which has negatively impacted our gross margin rates.

We are unable to predict how long the current inflationary environment, including increased energy costs, will continue.

Additionally, we have experienced further supply chain disruptions from unanticipated shutdowns in our supply base and limitations within transportation and logistics impacting availability and increasing freight costs within the overall global supply chain.

We expect the economic environment to remain uncertain as we navigate the current geopolitical environment, the COVID-19 pandemic, labor challenges, supply chain constraints and the current inflationary environment, including increasing energy and commodity prices.

Table of Conten t s

In response to inflation, our segments have taken pricing actions to address rising costs and foreign currency fluctuations to mitigate impacts to our margins.

While we have seen more stability in the recent economic environment, we are unable to predict how long the current inflationary environment will continue and we expect the economic environment to remain uncertain as we navigate the current geopolitical environment, post-pandemic volatility, labor challenges, changes in supply chain and the overall current economic environment.

Non-GAAP Measurements

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We define organic net sales as net sales excluding the effect of changes in foreign currency exchange rates and/or impact from acquisitions (where applicable).

We believe this non-GAAP measure provides useful information to investors because it reflects regional and segment performance from our activities without the effect of changes in currency exchange rate and/or acquisitions.

We believe this non-GAAP measure provides useful information to investors because it reflects regional and operating segment performance from our activities without the effect of changes in currency exchange rates and acquisitions.

We use organic net sales as one measure to monitor and evaluate our regional and segment performance.

Organic growth is calculated by comparing organic net sales to net sales in the prior year.

The effect of changes in currency exchange rates is determined by translating the period’s net sales using the currency exchange rates that were in effect during the prior comparative period.

The effect of changes in currency exchange rates is determined by translating the current period net sales using the currency exchange rates that were in effect during the prior comparative period.

Net sales are attributed to the geographic regions based on the country of destination.

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Effect of Acquisitions

HPC $ 1,370.1 $ 59.0 $ 1,429.1 $ (189.7) $ 1,239.4 $ 1,260.1 $ (20.7) (1.6 %)

GPC $ 1,139.0 $ 14.1 $ 1,153.1 $ — $ 1,153.1 $ 1,175.3 $ (22.2) (1.9 %)

H&G 536.5 — 536.5 — 536.5 587.1 (50.6) (8.6 %)

HPC 1,243.3 36.9 1,280.2 (89.9) 1,190.3 1,370.1 (179.8) (13.1 %)

Total $ 2,918.8 $ 51.0 $ 2,969.8 $ (89.9) $ 2,879.9 $ 3,132.5 (252.6) (8.1 %)

Table of Conten t s

Adjusted EBITDA.

Adjusted EBITDA is a non-GAAP metric used by management that we believe provides useful information to investors because it reflects the ongoing operating performance and trends of our segments, excluding certain non-cash based expenses and/or non-recurring items during each of the comparable periods.

It also facilitates comparisons between peer companies since interest, taxes, depreciation and amortization can differ greatly between organizations as a result of differing capital structures and tax strategies.

Adjusted EBITDA and Adjusted EBITDA Margin.

Adjusted EBITDA and Adjusted EBITDA Margin are non-GAAP metric used by management, which we believe provide useful information to investors because they reflect the ongoing operating performance and trends of our segments, excluding certain non-cash based expenses and/or non-recurring items during each of the comparable periods.

They also facilitate comparisons between peer companies since interest, taxes, depreciation, and amortization can differ greatly between organizations as a result of differing capital structures and tax strategies.

Adjusted EBITDA is also used for determining compliance with the Company’s debt covenants.

2 unchanged sentences

Adjusted EBITDA further excludes:

• Stock based compensation costs consists of costs associated with long-term compensation arrangements that generally consist of non-cash stock based compensation.

During the year ended September 30, 2021, compensation costs included incentive bridge awards previously issued due to changes in the Company's Long-Term Incentive Plan ('LTIP") that allowed for cash based payment upon employee election but do not quality for share based compensation, which were fully vested in November 2020.

• Share based compensation costs consist of costs associated with long-term compensation arrangements that generally consist of non-cash, stock-based compensation.

See Note 18 - Share Based Compensation in the Notes to the Consolidated Financial Statements, included elsewhere in this Annual Report, for further details;

3 unchanged sentences

These amounts are excluded from our ongoing performance metrics as they are reflective of incremental investment by the Company towards significant initiatives controlled by management, incremental costs directly attributable to such initiatives, indirect impact or disruption to operating performance during implementation, and are not considered recurring or reflective of the continuing ongoing operations of the consolidated group or segments;

• Unallocated shared costs associated with discontinued operations from certain shared and center-led administrative functions supporting the Company's business units excluded from income from discontinued operations as they are not a direct cost of the discontinued business but a result of indirect allocations, including but not limited to, information technology, human resources, finance and accounting, supply chain, and commercial operations.

• Unallocated shared costs associated with discontinued operations from certain shared and center-led administrative functions the Company's business units excluded from income from discontinued operations as they are not a direct cost of the discontinued business but a result of indirect allocations, including but not limited to, information technology, human resources, finance and accounting, supply chain, and commercial operations.

Amounts attributable to unallocated shared costs would be mitigated through subsequent strategic or restructuring initiatives, TSAs, elimination of extraneous costs, or re-allocations or absorption of existing continuing operations following the completed sale of the discontinued operations.

See Note 3 - Divestitures in the Notes to the Consolidated Financial Statements included elsewhere in this Annual Report for further details;

See Note 3 – Divestitures in Notes to the Consolidated Financial Statements, included elsewhere in this Annual Report for further details;

• Non-cash purchase accounting adjustments recognized in earnings from continuing operations subsequent to an acquisition, including, but not limited to, the costs attributable to the step-up in inventory value and the incremental value in operating lease assets with below market rent, among others;

• Non-cash gain from the remeasurement of the contingent consideration liability recognized during the year ended September 30, 2022, associated with the Tristar Business acquisition.

• 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 10 - Property, Plant and Equipment, Note 11 - Goodwill and intangible Assets and Note 13 - Leases in Notes to the Consolidated Financial Statements included elsewhere in this Annual Report for further details;

• Non-cash gain from the remeasurement of the contingent consideration liability associated with the Tristar Business acquisition, recognized during the years ended September 30, 2023 and 2022.

See Note 4 - Acquisitions in the Notes to the Consolidated Financial Statements included elsewhere in this Annual Report for further details;

• Non-cash asset impairments or write-offs realized and recognized in earnings from continuing operations;

• Gains attributable to the Company’s investment in Energizer common stock.

During the year ended September 30, 2021, the Company sold its remaining shares in Energizer common stock.

See Note 7 – Fair Value of Financial Instruments in Notes to the Consolidated Financial Statements, included elsewhere in this Annual Report, for further details;

• Incremental reserves for non-recurring litigation or environmental remediation activity including the proposed settlement on outstanding litigation matters at our H&G division attributable to significant and unusual nonrecurring claims with no previous history or precedent recognized during the years ended September 30, 2022 and 2021.

• Non-cash gain realized from the repurchase of debt obligations at a discount, net deferred financing costs, during the year ended September 30, 2023.

See Note 12 - Debt in the Notes to the Consolidated Financial Statements included elsewhere in this Annual Report for further details;

• Incremental reserves for non-recurring litigation or environmental remediation activity including the proposed settlement of outstanding litigation at our H&G and HPC segments attributable to significant and unusual nonrecurring matters with no previous history or precedent recognized during the years ended September 30, 2023 and 2022.

See Note 20 – Commitments and Contingencies in the Notes to the Consolidated Financial Statements included elsewhere in this Annual Report for further detail;

• Early settlement on certain foreign currency cash flow hedges in our EMEA region prior to their stated maturity due to changes in the Company's legal entity organizational structure and forecasted purchasing strategy of HPC finished goods inventory within the region, resulting in the recognition of realized gains during the third quarter ended July 3, 2022, plus the proforma effect of assumed losses following the early settlement date for the subsequent settlement periods through the original stated maturities.

See Note 14- Derivatives in the Notes to the Consolidated Financial Statements, included elsewhere in this Annual Report for further details;

• Incremental costs recognized by the HPC segment attributable to the realization of product recalls initiated by the Company during the year ended September 30, 2022.

See Note 20 - Commitments and Contingencies in Notes to the Consolidated Financial Statements, included elsewhere in this Annual Report for further details;

• Other adjustments primarily attributable to (1) costs associated with Salus operations as they are not considered a components of the continuing commercial products company and (2) other key executive severance related costs (3) asset write-off for exit of certain GPC brands within China during year ended September 30, 2022, and (4) write-off of cost based investment previously held by the GPC segment during the year ended September 30, 2022.

Table of Conten t s

• 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 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 during the year ended September 30, 2022 intended to mitigate costs through the year ending September 30, 2023;

• Incremental costs recognized by the HPC segment during the year ended September 30, 2023 for the approved disposal of select product SKUs and models associated with the acquired brands from the Tristar Business acquisition after assessing, among other things, performance and quality standards, and the business risks associated with the continued support and distribution of such products.

HPC management has suspended further sale of the selected products as part of a shift in its strategy for distribution and development within its brand portfolio and avoid deterioration and further reduction in the value of the acquired brands and supported products;

• Incremental costs recognized by the HPC segment attributable to the realization of product recalls initiated by the Company with costs realized during the years ended September 30, 2023 and 2022.

See Note 20 - Commitments and Contingencies in the Notes to the Consolidated Financial Statements, included elsewhere in this Annual Report for further details;

• Other adjustments primarily attributable to (1) costs associated with Salus as they are not considered a component of the continuing commercial products company;

(2) key executive severance related costs;

(3) asset write-off for exit of certain GPC brands within China during year ended September 30, 2022, and (4) write-off of cost based investment previously held by the GPC segment during the year ended September 30, 2022.

Adjusted EBITDA margin is calculated as Adjusted EBITDA as a percentage of reported net sales for the respective period and segment.

The following is a reconciliation of net income (loss) from continuing operations to Adjusted EBITDA and Adjusted EBITDA margin for SBH and its segments for the year ended September 30, 2023.

(in millions) HPC GPC H&G Corporate Consolidated

(in millions) GPC H&G HPC Corporate Consolidated

Net income (loss) from continuing operations $ 134.0 $ (5.0) $ (215.8) $ (146.9) $ (233.7)

4 unchanged sentences

EBITDA 171.4 13.8 (195.4) (61.8) (72.0)

Share and incentive based compensation — — — 10.2 10.2

Tristar Business acquisition and integration 24.3 — — — 24.3

Rejuvenate integration — — 6.8 — 6.8

Armitage integration — 1.4 — — 1.4

Omega production integration — 4.6 — — 4.6

Share based compensation — — — 17.2 17.2

Tristar Business integration — — 11.5 — 11.5

HHI divestiture — — — 8.4 8.4

2 unchanged sentences

Fiscal 2023 restructuring initiatives 3.0 — 4.4 — 7.4

Fiscal 2022 restructuring initiatives (0.3) 0.2 — 0.5 0.4

Global ERP transformation — — — 11.4 11.4

GPC distribution center transition — 35.8 — — 35.8

Global productivity improvement program 2.4 0.8 — 1.9 5.1

Russia closing initiatives — — 3.2 — 3.2

1 unchanged sentence

Other project costs 1.3 2.5 2.3 5.1 11.2

Impairment of equipment and operating lease assets 9.0 0.1 1.7 — 10.8

Impairment of goodwill — — 111.1 — 111.1

Impairment of intangible assets — 56.0 64.7 — 120.7

Unallocated shared costs — — — 18.0 18.0

1 unchanged sentence

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

Gain from debt repurchase — — — (7.9) (7.9)

Legal and environmental — (0.2) 3.2 — 3.0

Early settlement of foreign currency cash flow hedges — — 4.9 — 4.9

HPC product disposal — — 20.6 — 20.6

HPC product recall — — 7.7 — 7.7

1 unchanged sentence

Adjusted EBITDA $ 190.6 $ 72.5 $ 43.1 $ (3.2) $ 303.0

Net Sales $ 1,370.1 $ 1,175.3 $ 587.1 $ — $ 3,132.5

$ 1,139.0 $ 536.5 $ 1,243.3 $ — $ 2,918.8

Adjusted EBITDA Margin 16.7 % 13.5 % 3.5 % — 10.4 %

Table of Conten t s

The following is a reconciliation of net income (loss) from continuing operations to Adjusted EBITDA and Adjusted EBITDA margin for SBH and its segments for the year ended September 30, 2022.

(in millions) HPC GPC H&G Corporate Consolidated

(in millions) GPC H&G HPC Corporate Consolidated

Net income (loss) from continuing operations $ 75.2 $ 57.2 $ 25.4 $ (234.8) $ (77.0)

4 unchanged sentences

EBITDA 112.6 75.8 54.1 (134.1) 108.4

Share and incentive based compensation — — — 29.4 29.4

Tristar Business acquisition — — — 0.1 0.1

Rejuvenate acquisition and integration — — 10.8 — 10.8

Armitage acquisition and integration — 10.9 — — 10.9

Share based compensation — — — 10.2 10.2

Tristar Business acquisition and integration — — 24.3 — 24.3

Rejuvenate integration — 6.8 — — 6.8

Armitage integration 1.4 — — — 1.4

Omega production integration 4.6 — — — 4.6

2 unchanged sentences

Coevorden operations divestiture 8.8 — — — 8.8

Fiscal 2022 restructuring initiatives 3.6 0.7 4.9 0.6 9.8

Global ERP transformation — — — 13.1 13.1

1 unchanged sentence

Global productivity improvement program 0.8 — 2.4 1.9 5.1

Russia closing initiatives — — 1.9 — 1.9

HPC brand portfolio transitions — — 1.3 — 1.3

Other project costs 0.1 — 0.5 11.5 12.1

Legal and environmental — 1.5 — — 1.5

Gain from remeasurement of contingent consideration liability — — (28.5) — (28.5)

Unallocated shared costs — — — 27.6 27.6

Early settlement of foreign currency cash flow hedges — — (5.1) — (5.1)

HPC product recall — — 5.5 — 5.5

Non-cash purchase accounting adjustments — — 8.3 — 8.3

Gain on Energizer investment — — — (6.9) (6.9)

Legal and environmental — — 6.0 — 6.0

Salus and other adjustments 0.9 1.4 — 2.5 4.8

Adjusted EBITDA $ 168.6 $ 86.2 $ 69.6 $ (41.3) $ 283.1

Net Sales $ 1,260.1 $ 1,129.9 $ 608.1 $ — $ 2,998.1

$ 1,175.3 $ 587.1 $ 1,370.1 $ — $ 3,132.5

Adjusted EBITDA Margin 14.3 % 14.7 % 5.1 % 9.0 %

Table of Conten t s

The following is a reconciliation of net income (loss) from continuing operations to Adjusted EBITDA and Adjusted EBITDA margin for SB/RH and its segments for the year ended September 30, 2023.

(in millions) HPC GPC H&G Corporate Consolidated

(in millions) GPC H&G HPC Corporate Consolidated

Net income (loss) from continuing operations $ 134.0 $ (5.0) $ (215.8) $ (139.5) $ (226.3)

4 unchanged sentences

EBITDA 171.4 13.8 (195.4) (59.5) (69.7)

Share and incentive based compensation — — — 9.1 9.1

Tristar Business acquisition and integration 24.3 — — — 24.3

Rejuvenate integration — — 6.8 — 6.8

Armitage integration — 1.4 — — 1.4

Omega production integration — 4.6 — — 4.6

Share based compensation — — — 15.7 15.7

Tristar Business integration — — 11.5 — 11.5

HHI divestiture — — — 8.4 8.4

2 unchanged sentences

Fiscal 2023 restructuring initiatives 3.0 — 4.4 — 7.4

Fiscal 2022 restructuring initiatives (0.3) 0.2 — 0.5 0.4

Global ERP transformation — — — 11.4 11.4

GPC distribution center transition — 35.8 — — 35.8

Global productivity improvement program 2.4 0.8 — 1.9 5.1

Russia closing initiatives — — 3.2 — 3.2

1 unchanged sentence

Other project costs 1.3 2.5 2.3 5.1 11.2

Impairment of equipment and operating lease assets 9.0 0.1 1.7 — 10.8

Impairment of goodwill — — 111.1 — 111.1

Impairment of intangible assets — 56.0 64.7 — 120.7

Unallocated shared costs — — — 18.0 18.0

1 unchanged sentence

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

Gain from debt repurchase — — — (7.9) (7.9)

Legal and environmental — (0.2) 3.2 — 3.0

Early settlement of foreign currency cash flow hedges — — 4.9 — 4.9

HPC product disposal — — 20.6 — 20.6

HPC product recall — — 7.7 — 7.7

Other — 0.9 1.4 2.2 4.5

Other adjustments 3.5 0.1 0.3 1.5 5.4

Adjusted EBITDA $ 190.6 $ 72.5 $ 43.1 $ (2.6) $ 303.6

1 unchanged sentence

Adjusted EBITDA Margin 16.7 % 13.5 % 3.5 % — 10.4 %

Table of Conten t s

The following is a reconciliation of net income (loss) from continuing operations to Adjusted EBITDA and Adjusted EBITDA margin for SB/RH and its segments for the year ended September 30, 2022.

(in millions) HPC GPC H&G Corporate Consolidated

(in millions) GPC H&G HPC Corporate Consolidated

Net income (loss) from continuing operations $ 75.2 $ 57.2 $ 25.4 $ (232.8) $ (75.0)

4 unchanged sentences

EBITDA 112.6 75.8 54.1 (131.3) 111.2

Share and incentive based compensation — — — 27.7 27.7

Tristar Business acquisition — — — 0.1 0.1

Rejuvenate acquisition and integration — — 10.8 — 10.8

Armitage acquisition and integration — 10.9 — — 10.9

Share based compensation — — — 9.1 9.1

Tristar Business acquisition and integration — — 24.3 — 24.3

Rejuvenate integration — 6.8 — — 6.8

Armitage integration 1.4 — — — 1.4

Omega production integration 4.6 — — — 4.6

2 unchanged sentences

Coevorden operations divestiture 8.8 — — — 8.8

Fiscal 2022 restructuring initiatives 3.6 0.7 4.9 0.6 9.8

Global ERP transformation — — — 13.1 13.1

3 unchanged sentences

Unallocated shared costs — — — 27.6 27.6

Gain from remeasurement of contingent consideration liability — — (28.5) — (28.5)

Russia closing initiatives — — 1.9 — 1.9

Early settlement of foreign currency cash flow hedges — — (5.1) — (5.1)

HPC brand portfolio transitions — — 1.3 — 1.3

Non-cash purchase accounting adjustments — — 8.3 — 8.3

Gain on Energizer investment — — — (6.9) (6.9)

Legal and environmental — 1.5 — — 1.5

Other — — — 0.1 0.1

HPC product recall — — 5.5 — 5.5

Other adjustments 0.9 1.4 — 2.2 4.5

Adjusted EBITDA $ 168.6 $ 86.2 $ 69.6 $ (39.9) $ 284.5

1 unchanged sentence

Adjusted EBITDA Margin 14.3 % 14.7 % 5.1 % — 9.1 %

Table of Conten t s

Consolidated Results of Operations

9 unchanged sentences

Interest expense 127.0 99.4 27.6 27.8 %

Other non-operating expense (income), net 14.1 (8.3) 22.4 n/m

Interest income

(38.3) (0.6) (37.7) n/m

Gain on debt repurchase

(7.9) — (7.9) n/m

Other non-operating expense, net

3.8 14.7 (10.9) (74.1) %

Income tax benefit (56.5) (13.3) (43.2) 324.8 %

Net (loss) income from continuing operations (77.0) 15.3 (92.3) n/m

Income from discontinued operations, net of tax 149.7 174.3 (24.6) (14.1 %)

Net income 72.7 189.6 (116.9) (61.7 %)

Net loss from continuing operations

(233.7) (77.0) (156.7) 203.5 %

Income from discontinued operations, net of tax 2,035.6 149.7 1,885.9 n/m

Net income 1,801.9 72.7 1,729.2 n/m

n/m = not meaningful

2 unchanged sentences

2023 2022 Variance

$ 1,370.1 $ 1,260.1 $ 110.0 8.7 %

1,175.3 1,129.9 45.4 4.0 %

GPC $ 1,139.0 $ 1,175.3 $ (36.3) (3.1 %)

H&G 536.5 587.1 (50.6) (8.6 %)

1,243.3 1,370.1 (126.8) (9.3 %)

3 unchanged sentences

Increase due to acquisition

Increase in GPC 72.5

Decrease in HPC (20.7)

Decrease in GPC

Decrease in H&G (50.6)

Decrease in HPC (179.8)

Foreign currency impact, net (51.0)

1 unchanged sentence

Gross Profit.

Gross profit and gross profit margin for the year ended September 30, 2022 decreased primarily due to accelerated freight and input cost inflation pacing ahead of pricing actions taken during the year, increased costs attributable to constrained supply chain and lower volumes compared to the prior year which benefited from reopening trends and stimulus spending.

Gross profit decreased primarily due to lower sales volume with unfavorable mix earlier in the year from the realization of higher inventoried costs accumulated in the prior year offset by positive pricing and improved supply chain costs offsetting the impact to gross profit margin.

Operating Expenses.

Operating expenses for the year ended September 30, 2022 increased due to higher selling expenses of $79.1 million from higher distribution and transportation costs, increase in warehousing and inventory management costs, operating inefficiencies from labor inflation and turnover, and decrease in general and administrative costs of $17.8 million primarily from reduction in incentive related compensation costs and cost saving initiatives during the second half of the year, partially offset by increased expenses towards strategic transaction and other restructuring related initiatives during the year, plus realized gain of $28.5 million from the contingent consideration liability associated with the Tristar Business acquisition.

See Note 4 - Acquisitions in the Notes to the Consolidated Financial Statements included elsewhere in this Annual Report for additional detail.

Operating expenses increased due to the recognition of an impairment of goodwill with the HPC segment of $111.1 million and impairment of intangible assets of $120.7 million, offset by lower sales volume reducing selling costs, operating cost savings and restructuring initiatives, plus a prior year gain from remeasurement of a gain contingency of $28.5 million associated with the Tristar Business acquisition.

See Note 11 - Goodwill and Intangible Assets in the Notes to the Consolidated Financial Statements included elsewhere in this Annual Report for additional detail.

Selling expense decreased $52.9 million from a reduction in distribution and transportation costs with improved operating effectiveness plus initiatives to reduce operating spend, with partial offset from an impairment of equipment and operating lease assets.

See Note 10 - Property, Plant and Equipment in the Notes to the Consolidated Financial Statements included elsewhere in this Annual Report for additional detail.

General and administrative expenses decreased $39.0 million from operating spend initiatives and lower project cost towards strategic transactions and restructuring initiatives.

Interest Expense.

Interest expense for the year ended September 30, 2022, decreased due to one-time refinancing charges in the prior year, offset by a higher level of outstanding borrowings on the Revolver Facility used to fund the Tristar Business acquisitions and working capital requirements with increased borrowing rates on variable rate debt.

See Note 12 - Debt in the Notes to the Consolidated Financial Statements included elsewhere in this Annual Report.

Interest expense increased due to a higher level of outstanding borrowings on the Revolver Facility during the most of the year with increased borrowing rates on variable rate debt plus additional costs for the amendment to the Credit Agreement to temporarily increase the maximum consolidated total net leverage ratio and write-off of deferred financing costs and original issuance discount with the extinguishment of the Term Loans, termination of the Incremental Revolving Credit Facility Tranche, and early extinguishment on bonds.

See Note 12 – Debt in the Notes to the Consolidated Financial Statements included elsewhere in this Annual Report for additional detail.

Interest Income.

Interest income increased due to interest realized on the cash proceeds received from the closing of the HHI divestiture.

See Note 3 - Divestitures in the Notes to the Consolidated Financial Statements included elsewhere in this Annual Report for additional detail.

Proceeds received from the HHI Divestiture not used towards the pay down of debt or repurchase of stock are being temporarily held in various term deposits and investments.

Gain on Debt Repurchase The Company recognized income from the discount realized on the repurchase of the Company's debt during the year ended September 30, 2023.

See Note 12 - Debt in the Notes to the Consolidated Financial Statements included elsewhere in this Annual Report for additional detail.

Other Non-Operating Expense, Net.

Other non-operating expense, net for the year ended September 30, 2022 increased due to unfavorable foreign currency exchange rates, primarily from the weakening of the British Pound and Euro, with realized gains in the prior year from our previously held investment in Energizer common stock, which was sold in January 2021.

See Note 7 - Fair Value of Financial Instruments in the Notes to the Consolidated Financial Statements included elsewhere in this Annual Report for additional detail.

Other non-operating expense, net decreased primarily due to less volatility of foreign currency.

Income Taxes.

6 unchanged sentences

The tax expense for the year ended September 30, 2022 was significantly impacted by a valuation allowance increase and share based compensation.

Pretax income from continuing operations in the year ended September 30, 2021 was close to breakeven and therefore many items have a sizeable impact on the effective tax rate.

The tax expense for the year ended September 30, 2021 was also significantly impacted by valuation allowance release, tax expense due to an increase to the United Kingdom's future tax rate, and tax benefits from retroactive law changes for global intangible low taxed income.

See Note 16 – Income Taxes in the Notes to the Consolidated Financial Statements, included elsewhere in this Annual Report for additional detail.

Table of Conten t s

Income From Discontinued Operations.

Discontinued operations primarily reflects the income from the discontinued operations of the HHI business and the incremental changes to tax and legal indemnifications associated with the Company's previous divestitures of its Global Batteries and Lighting ("GBL") and Global Auto Care ("GAC") divisions.

Income from discontinued operations attributable to the HHI business decreased during the year ended September 30, 2022 due to lower sales volume following post-pandemic volumes in the prior year, increasing inflationary costs and higher freight spend outpacing pricing actions taken during the year, partially offset by lower depreciation and amortization while held for sale.

See Note 3 - Divestitures in Notes to the Consolidated Financial Statements included elsewhere in this Annual Report for additional detail.

Income or loss attributable to discontinued operations primarily reflect the income from the discontinued operations of the HHI segment and the resulting gain on sale from the completion of the HHI Divestiture during the year ended September 30, 2023.

Income from discontinued operations attributable to the HHI business increased due to the resulting gain on sale from the HHI divestiture offset by lower operating income from the HHI segment prior to disposition due to lower volumes offset by pricing increases and unfavorable mix from higher inventoried costs accumulated in the prior year.

See Note 3 - Divestitures in the Notes to the Consolidated Financial Statements included elsewhere in this Annual Report for additional detail.

The following is summarized consolidated results of operations for SB/RH for the years ended September 30, 2023 and 2022:

6 unchanged sentences

Interest expense 120.5 99.8 20.7 20.7 %

Other non-operating expense (income), net 14.0 (8.3) 22.3 n/m

Interest income

(38.3) (0.6) (37.7) n/m

Gain on debt repurchase

(7.9) — (7.9) n/m

Other non-operating expense, net

3.8 14.6 (10.8) (74.0) %

Income tax benefit (55.1) (12.9) (42.2) 327.1 %

Net (loss) income from continuing operations (75.0) 17.3 (92.3) n/m

Income from discontinued operations, net of tax 149.7 174.3 (24.6) (14.1 %)

Net income 74.7 191.6 (116.9) (61.0 %)

Net loss from continuing operations

(226.3) (75.0) (151.3) 201.7 %

Income from discontinued operations, net of tax 2,035.6 149.7 1,885.9 n/m

Net income 1,809.3 74.7 1,734.6 n/m

n/m = not meaningful

For the years ended September 30, 2022 and 2021, the change in net sales, gross profit and gross profit margin, operating expenses, interest expense and other non-operating expenses (income) are primarily attributable to changes in SBH previously discussed.

For the years ended September 30, 2023 and 2022, the change in net sales, gross profit and gross profit margin, operating expenses, interest expense, interest income, gain on debt repurchase, and other non-operating expenses are primarily attributable to changes in SBH previously discussed.

Income from discontinued operations is attributable to SBH previously discussed.

4 unchanged sentences

Home & Personal Care (HPC)

(in millions, except %)

2022 2021 Variance

Net sales $ 1,370.1 $ 1,260.1 $ 110.0 8.7 %

Operating income 30.2 46.4 (16.2) (34.9) %

Operating income margin 2.2 % 3.7 % (150) bps

Adjusted EBITDA $ 69.6 $ 102.6 $ (33.0) (32.2 %)

Adjusted EBITDA margin 5.1 % 8.1 % (300) bps

Net sales for the year ended September 30, 2022 increased due to acquisition sales from the Tristar Business of $189.7 million, with significant unfavorable foreign currency impact of $59.0 million, predominantly impacting EMEA sales due to the weakening of the British Pound and Euro, and resulting in a decrease in organic net sales of $20.7 million, or 1.6%.

The decrease is be attributable to lower category demand compared to prior year reopening trends and reduced replenishment orders in the second half of the year driven by high retail inventory levels, partially offset by positive pricing adjustments on inflationary costs, strong market growth in LATAM driven by higher consumer demand and expanded distribution and post-pandemic gains in garment care product categories.

Operating income, adjusted EBITDA and margins for the year ended September 30, 2022 decreased due to accelerated freight and input cost inflation ahead of incremental pricing actions taken during the year, incremental distribution and inventory management costs due to supply chain challenges, negative impact of foreign currency with the weakening of the British Pound and Euro, with incremental transaction and integration related costs attributable to the Tristar Business acquisition and related non-cash purchase accounting adjustments further impacting operating income and margin, partially offset by the recognition of a $28.5 million gain from the remeasurement of contingent consideration liability associated with the Tristar Business acquisition.

See Note 4 -Acquisitions for further detail on Tristar Business acquisition.

Table of Conten t s

Global Pet Care (GPC)

2 unchanged sentences

Operating income 134.4 78.3 56.1 71.6 %

Operating income margin 6.7 % 11.5 % (480) bps

Operating income margin

11.8 % 6.7 % 510 bps

Adjusted EBITDA $ 190.6 $ 168.6 $ 22.0 13.0 %

Adjusted EBITDA margin 16.7 % 14.3 % 240 bps

Net sales for the year ended September 30, 2022 increased with greater demand in dog chews and treats and aquatic consumables partially offset by lower sales on hard goods and aquatic equipment fueled by new hobbyist that entered the category during the pandemic.

Pricing adjustments implemented during the year to address inflationary costs positively impacted net sales with improved fulfillment following transitions at our U.S.

distribution center, partially mitigated by a temporary shut-down of key supplier manufacturing facilities and supply chain capacity constraints impacting fulfillment earlier in the fiscal year and the weakening of the British Pound and Euro negatively impacting EMEA sales.

Organic net sales increased $72.5 million, or 6.4% excluding significant unfavorable foreign exchange impact of $35.9 million and acquisition sales from Armitage of $8.8 million.

Operating income, adjusted EBITDA and margins for the year ended September 30, 2022 decreased due to higher freight and input cost inflation ahead of pricing actions, additional distribution and inventory management costs, operating cost inefficiencies from distribution transitions and labor turnover, unfavorable product mix, and negative impact of foreign currency with the weakening of the British Pound and Euro, with incremental costs to facilitate the transition of its U.S.

distribution operations further impacting operating income and margin.

Net sales decreased due to reduction in aquatics sales, higher retail inventory levels earlier in the year leading to lower replenishment sales and unfavorable foreign exchange rates offset by pricing adjustments.

Organic net sales decreased $22.2 million, or 1.9% excluding unfavorable foreign exchange impact of $14.1 million.

Operating income, adjusted EBITDA and margins increased due to lower distribution costs and improved fulfillment compared to prior year disruptions, positive pricing adjustments, and savings from prior year cost reduction initiatives and with additional operating spend reduction actions in the current year.

Operating income was further impacted by the impairment of equipment and operating leases realized during the year.

See Note 10 - Property, Plant and Equipment and Note 13 - Leases in the Notes to the Consolidated Financial Statements, included elsewhere in this Annual Report for additional detail.

Home & Garden (H&G)

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$ 536.5 $ 587.1 $ (50.6) (8.6 %)

Operating income

57.3 83.7 (26.4) (31.5 %)

Operating income margin 9.8 % 13.8 % (400) bps

Operating (loss) income

(5.0) 57.3 (62.3) n/m

Operating (loss) income margin

(0.9 %) 9.8 % (1,070) bps

Adjusted EBITDA

1 unchanged sentence

Adjusted EBITDA margin 13.5 % 14.7 % (120) bps

Net sales for the year ended September 30, 2022 decreased primarily from unfavorable weather conditions across the U.S.

with a cold, wet start to the season and excess heat and drought conditions late in the season driving down demand, most significantly impacting repellent products, and reducing POS and foot traffic at home center retailers which adversely impacted sales across all categories, increased retail inventory levels and reduced retailer replenishment orders.

Net sales were positively impacted by pricing adjustments implemented during the year to address inflationary costs and acquisition sales from Rejuvenate of $26.6 million.

Organic net sales decreased $47.6 million, or 7.8%, excluding acquisition sales.

Operating income, adjusted EBITDA and margins for the year ended September 30, 2022 decreased due to lower volumes, higher freight and input cost inflation outpacing pricing actions taken during the year and unfavorable product mix.

n/m = not meaningful

Net sales decreased due to adverse weather conditions leading to lower POS and replenishment orders which also drove retailers to be conservative with inventory planning and further reduce retail inventory levels, further impacted by a strong early season inventory build in the prior year and slow spring cleaning season impacting cleaning products category contributed by the POS decline.

Operating (loss) income, adjusted EBITDA and margins decreased due to lower volumes, the realization of high inventoried costs accumulated in the prior year, partially mitigated by fixed cost restructuring and operational cost reductions, with an impairment of intangible assets of $56.0 million further impacting operating loss and margin.

See Note 11 - Goodwill and Intangible Assets in the Notes to the Consolidated Financial Statements, included elsewhere in this Annual Report for additional detail.

Home & Personal Care (HPC)

(in millions, except %)

2023 2022 Variance

Net sales $ 1,243.3 $ 1,370.1 $ (126.8) (9.3 %)

Operating (loss) income

(214.7) 30.2 (244.9) n/m

Operating (loss) income margin

(17.3 %) 2.2 % (1,950) bps

Adjusted EBITDA $ 43.1 $ 69.6 $ (26.5) (38.1 %)

Adjusted EBITDA margin 3.5 % 5.1 % (160) bps

n/m = not meaningful

Net sales decreased due to decrease in product category POS with kitchen appliances, predominantly in NA, from lower consumer demand, further impacted by the high competitive landscape and closing of our Russia commercial operations with increased promotional spending and reduced placements, most significantly due to products associated with the Tristar Business acquisition which were challenged by high retail inventory levels and slower direct to consumer sales.

Organic net sales decreased $179.8 million or 13.1%, excluding acquisition sales of $89.9 million, with significant unfavorable foreign currency impact of $36.9 million.

Operating (loss) income, adjusted EBITDA and margins decreased due to lower volumes, significant inventory write-offs, sale of higher cost inventory accumulated in the prior year, higher level of inventory excess and obsolescence, and unfavorable foreign currency, offset by cost savings initiatives and reduction of operating spend during the year.

Operating (loss) income was further impacted by the impairment of goodwill of $111.1 million, impairment of intangible assets of $64.7 million and management election to dispose of select products associated with the Tristar Business acquisition.

See Note 9 - Inventory and Note 11 - Goodwill and Intangible Assets in the Notes to the Consolidated Financial Statements, included elsewhere in this Annual Report for additional detail.

Liquidity and Capital Resources

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Cash flows from operating activities

Cash flows from operating activities by SBH continuing operations for the year ended September 30, 2022 decreased $320.7 million due to a decrease in operating results with an increase in cash towards inflationary costs on raw materials and products, labor and freight, and increased supply chain costs contributing to higher inventory levels, plus increase in cash paid towards strategic transactions and other restructuring related initiatives.

Cash flows used in SB/RH continuing operations decreased $345.2 million primarily due to the SBH items previously discussed.

Cash flows provided by operating activities for SBH continuing operations increased $239.5 million due to the a reduction in cash used for working capital, primarily with the reduced purchasing and overall inventory reduction compared to higher supply chain costs in the prior year, plus lower strategic transactions and restructuring initiative spending.

Cash flows used by operating activities for SB/RH continuing operations increased $27.9 million primarily due to the SBH items previously discussed with incremental cash outflow under the tax sharing agreement with SBH and utilization of NOLs held by the parent company.

Cash flows from investing activities

Cash flows used in investing activities by SBH continuing operations for the year ended September 30, 2022 decreased $64.8 million primarily due to the decrease in cash used for acquisitions, net of cash acquired, for the purchase of the Tristar Business of $272.1 million compared to the purchase of Armitage and Rejuvenate for $429.9 million in the prior year, offset by the net proceeds from the sale of Energizer common stock of $73.1 million in the prior year, with an increase in capital expenditures of $20.4 million predominantly due to incremental investment in updating the Company's enterprise-wide operating systems.

Cash flow used in investing activities for SB/RH continuing operations decreased due to the SBH items previously discussed.

Table of Conten t s

Cash flows provided by investing activities for SBH continuing operations increased $3,527.8 million due to net cash proceeds from the HHI divestiture of $4,334.7 million, cash used in the prior year for the acquisition of the Tristar Business of $272.1 million and reduced capital expenditures.

Cash flows provided by investing activities for SB/RH continuing operations increased $3,527.8 million due to the SBH items previously discussed.

Cash flows from financing activities

Cash flows provided by financing activities by SBH continuing operations increased $697.6 million for the year ended September 30, 2022 primarily due to increased borrowings on the Revolver Facility to support the Tristar Business acquisition and working capital requirements, partially offset by an increase in stock repurchase activity earlier in the year and higher share based stock award withholding payments from the vesting of LTIP grants.

During the year ended September 30, 2022, the Company realized $740.0 million of proceeds from the Revolver Facility with amortizing payment on other outstanding debt of $12.7 million.

Cash flows used by financing activities for SBH continuing operations increased $2,754.0 million due to the pay down of debt, debt repurchases and treasury share repurchases following the HHI divestiture.

During the year ended September 30, 2023, the Company paid down borrowings on its outstanding Revolver Facility and Term Loan, redeemed its 5.75% Senior Notes due 2025, and engaged in open market repurchases of a portion of outstanding Senior Notes, resulting in total cash used towards the repayment of debt of $1,646.8 million.

Refer to Note 12 - Debt in the Notes to Consolidated Financial Statements included elsewhere in this Annual Report for additional information.

During the year ended September 30, 2022 the Company repurchased $134.0 million of treasury stock at an average cost of $97.34, primarily through the Company's 10b5-1 repurchase plan.

There was no issuance of common stock, other than through the Company's share-based compensation plan and which is recognized as a non-cash financing activity.

See Note 17 - Shareholder's Equity and Note 18 - Share Based Compensation in the Notes to Consolidated Financial Statements included elsewhere in this Annual Report for additional information.

During the year ended September 30, 2023, the Company used $500.0 million for the repurchase of common stock under an accelerated share repurchase agreement, along with incremental open market share repurchases of $34.7 million.

See Note 17 - Shareholder's Equity in the Notes to Consolidated Financial Statements included elsewhere in this Annual Report for additional information.

There was no issuance of common stock, other than through the Company's share-based compensation plan, which is recognized as a non-cash financing activity.

Cash dividend payments decreased due to lower shares outstanding with a consistent quarterly dividend rate of $0.42 per shares.

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Liquidity Outlook

Our ability to generate significant cash flow from operating activities coupled with our expected ability to access the credit markets, enables us to execute our growth strategies and return value to our shareholders.

Our ability to generate cash flow from operating activities coupled with our expected ability to access the credit markets, enables us to execute our growth strategies and return value to our shareholders.

Our ability to make principal and interest payments on borrowings under our debt agreements and our ability to fund planned capital expenditures will depend on the ability to generate cash in the future, which, to a certain extent, is subject to general economic, financial, competitive, regulatory and other conditions.

Based upon our current level of operations, existing cash balances, the anticipated proceeds from HHI divestitures and availability under our credit facility, we expect cash flows from operations to be sufficient to meet our operating and capital expenditure requirements for at least the next 12 months.

Based upon our current and anticipated level of operations, existing cash balances, and availability under our credit facility, we expect cash flows from operations to be sufficient to meet our operating and capital expenditure requirements for at least the next 12 months.

Additionally, we believe the availability under our credit facility and access to capital markets are sufficient to achieve our longer-term strategic plans.

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Liquidity and capital resources of SB/RH are highly dependent upon the cash flow activities of SBH.

Short-term financing needs primarily consist of working capital requirements, restructuring initiatives, capital spending, and periodic principal and interest payments on our long-term debt.

Long-term financing needs depend largely on potential growth opportunities, including acquisition activity, repayment or refinancing of our long-term obligations, and repurchases of our common stock.

We may, from time-to-time, seek to repurchase shares of our common stock.

Such repurchases, if any, will depend on prevailing market conditions, our liquidity requirements, and other factors.

During the fourth quarter ended September 30, 2021, SBH entered into a $150 million rule 10b5-1 repurchase to facilitate daily market share repurchases through September 2022 or until the cap was reached or agreement was terminated.

The Company completed share repurchases under its $150 million rule 10b5-1 repurchase plan during the year ended September 30, 2022.

On August 16, 2022, the Inflation Reduction Act of 2022 ("IRD") was enacted into law which imposes a 1% excise tax on stock repurchases made after December 31, 2022.

See Note 17 - Shareholder's Equity in Notes to Consolidated Financial Statements included elsewhere in this Annual Report for additional information.

Subsequent to September 30, 2023, the Company entered into an amendment to the Credit Agreement, resulting in a reduction of the Revolver Facility capacity to $500.0 million.

Refer to Note 12 - Debt in the Notes to the Consolidated Financial Statements, included elsewhere in this Annual Report for further detail.

Following the amendment to the Credit Agreement, the borrowing availability of the Revolver Facility would have been reduced to $486.9 million, net of outstanding letters of credit of $13.1 million.

Short-term financing needs primarily consist of working capital requirements, capital spending, periodic principal and interest payments on our long-term debt, and initiatives to support restructuring, integration or other related projects.

Long-term financing needs depend largely on potential growth opportunities, including acquisition activity and repayment or refinancing of our long-term obligations.

Our long-term liquidity may be influenced by our ability to borrow additional funds, renegotiate existing debt, and raise equity under terms that are favorable to us.

We also have long-term obligations associated with defined benefit plans with expected minimum required contributions that are not considered significant to the consolidated group.

We maintain a capital structure that we believe provides us with sufficient access to credit markets.

During the year ended September 30, 2023, the Company completed the HHI divestiture resulting in a significant net cash inflow of $4,334.7 million.

The Company used a portion of the proceeds to repay the outstanding balance on the Term Loan of $392.0 million and the Revolver Facility of $715.0 million, as well as to redeem its 5.75% Notes due 2025, of which $450.0 million in aggregate principal amount was outstanding.

Additionally, the Company initiated a process of repurchasing Senior Notes available for sale on the open market, at a discount, which are ultimately retired upon receipt resulting in the repurchase of $61.4 million in aggregate principal amount of Senior Notes and the recognition of a gain of $7.9 million, including realized discounts and write-off of related deferred issuance costs.

See Note 12 - Debt in the Notes to the Consolidated Financial Statements included elsewhere in this Annual Report for further detail.

The Company may continue to make repayments on its debt obligations in the future, which may include repayments, redemptions, repurchases, refinancing or exchanges of its outstanding Senior Notes, any of which will be dependent on various factors, including market conditions.

Any such repurchases may be effected through a variety of means, including privately negotiated transactions, market transactions, tender offers, redemptions or as otherwise required or permitted by the instruments covering the Company's outstanding indebtedness.

The Company also used $500.0 million of cash on hand following the HHI divestitures to repurchase shares of common stock through an accelerated share repurchase agreement.

See Note 17 – Shareholders’ Equity in the Notes to the Consolidated Financial Statements included elsewhere in this Annual Report for further detail.

The accelerated share repurchase is expected to result in a net delivery settlement of shares by its maturity in December 2023 and does not require any further obligation for cash payment at settlement.

The Company also repurchased $34.7 million of additional shares through open market purchases during the year ended September 30, 2023.

We may, from time to time, seek to repurchase additional shares of our common stock and any further repurchase activity will be dependent on prevailing market conditions, liquidity requirements and other factors.

The Company will continue to evaluate the deployment of cash proceeds from the HHI divestiture, including the consideration of further debt reduction, but also intends to use a portion of the transaction proceeds to invest in its long-term operating performance and free cash flow generating capacity, seek opportunities to invest in its employees and talent base, marketing, advertising and innovation of new products and infrastructure, as well as consideration towards opportunistic, attractive and synergistic acquisition opportunities within its continuing segments.

During such time, the Company intends to temporarily invest a portion of its cash proceeds in short-term investments until such expenditures are considered required or necessary to the Company in executing its strategic plans and initiatives.

Additionally, if the Company does not use the proceeds from the HHI divestiture to repay debt or reinvest in the business within certain time periods as required by the terms of the Company's outstanding indebtedness, the Company may be required to make an asset sale offer to the holders of its outstanding Senior Notes pursuant to the terms of the Company's outstanding indebtedness.

As of September 30, 2023, the Company has a net outstanding obligation to ASSA of $23.3 million, which is primarily for the estimated purchase price settlement, cash flow settlement for subsequent commingled operations and net TSA charges including amounts subject to repayment by the Company.

We maintain a capital structure that we believe provides us with sufficient access to credit and capital markets.

When combined with strong levels of cash flow from operations, our capital structure has provided the flexibility necessary to pursue strategic growth opportunities and return value to our shareholders.

1 unchanged sentence

None of the Company’s current borrowings are subject to default or acceleration as a result of a downgrading of credit ratings, although a downgrade of the Company’s credit ratings could increase fees and interest charges on future borrowings.

At September 30, 2022, we were in compliance with all covenants under the Credit Agreement and the indentures governing the 5.75% Notes due July 15, 2025, the 4.00% Notes due October 1, 2026, the 5.00% Notes due October 1, 2029, the 5.50% Notes due July 15, 2030, and the 3.875% Notes due March 15, 2031.

Subsequent to the year ended September 30, 2022, on November 17, 2022, the Company entered into an amendment to the Credit Agreement to temporarily increase the maximum consolidated total net leverage ratio permitted to be no greater than 7.0 to 1.0, before returning to 6.0 to 1.0 at the earliest of (i) September 29, 2023, or (ii) 10 business days after the closing of the HHI divestiture or receipt of the related termination fee.

At September 30, 2023, we were in compliance with all covenants under the Credit Agreement and the indentures governing the 4.00% Notes due October 1, 2026, the 5.00% Notes due October 1, 2029, the 5.50% Notes due July 15, 2030, and the 3.875% Notes due March 15, 2031.

A portion of our cash balance is located outside the U.S.

7 unchanged sentences

H&G sales typically peak during the first six months of the calendar year (the Company's second and third fiscal quarters) due to customer seasonal purchasing patterns and the timing of promotional activity.

This seasonality requires the Company to ship large quantities of product ahead of peak consumer buying season that can impact cash flow demands to meet manufacturing and inventory requirements earlier in the fiscal year, as well as extended credit terms and/or promotional discounts throughout the peak season.

This seasonality requires the Company to ship large quantities of products ahead of peak consumer buying season that can impact cash flow demands to meet manufacturing and inventory requirements earlier in the fiscal year, as well as extended credit terms and/or promotional discounts throughout the peak season.

From time to time the Company enters into factoring agreements and customers' supply chain financing arrangements to provide for the sale of certain trade receivables to unrelated third-party financial institutions.

The factored receivables are accounted for as a sale without recourse, and the balance of the receivables sold are removed from the Consolidated Balance Sheet at the time of the sales transaction, with the proceeds received recognized as an operating cash flow.

Amounts received from customers for factored receivables are recognized as a payable and remitted to the factor based upon the terms of the factoring agreements.

The Company has factored certain of its trade receivables as of and during the year ended September 30, 2022.

Amounts received from customers for factored receivables are recognized as a payable and remitted to the factor based upon terms of the factoring agreements.

Following the closing of the HHI divestiture and receipt of related proceeds, the Company has temporarily suspended most of its receivable factoring activity and intends to terminate the remainder when contractually possible in Fiscal 2024.

Additionally, the Company facilitates a voluntary supply chain financing program to provide certain of its suppliers with the opportunity to sell receivables due from the Company (the Company's trade payables) to an unrelated third-party financial institution under the sole discretion of the supplier and the participating financial institution.

There are no guarantees provided by the Company or its subsidiaries and we do not enter into any agreements with the suppliers regarding their participation.

The Company's responsibility is limited to payments on the original terms negotiated with its suppliers, regardless of whether the suppliers sell their receivables to the financial institution, and continue to be recognized as accounts payable on the Company's Consolidated Statement of Financial Position with cash flow activity recognized as an operating cash flow.

Table of Conten t s

The COVID-19 pandemic has not, as of the date of this report, materially impacted our operations or demand for our products and has not had a materially negative impact on the Company’s liquidity position.

The Company has realized supply chain disruptions which has impacted our cash flow to facilitate increased investment in inventory to ensure timely supply to meet customer demands along with shortened payment dates for some suppliers to account for longer shipping cycles.

There can be no assurance that it won't have a material negative impact on us in the future.

Nonetheless, we continue to actively monitor our global cash balances and liquidity, and if necessary, could reinitiate mitigating efforts to manage non-critical capital spend and assess operating spend to preserve cash and liquidity, including the suspension of our share repurchase activity.

During the year ended September 30, 2022, we experienced an increased demand on cash requirements and liquidity due to inflationary costs and economic trends realized during the year and have taken measures to reduce operating costs and non-critical capital spend, which we expect to continue into the following year.

Despite these increased demands, we continue to generate operating cash flows to meet our short-term liquidity needs, along with our other tools previously discussed to manage working capital requirements throughout the fiscal year.

We expect to maintain access to the capital markets, although there can be no assurance of our ability to do so.

However, the spread of COVID-19 has led to disruption and volatility in the global capital markets, which, depending on future developments, could impact our capital resources and liquidity in the future.

The Company's responsibility is limited to payments on the original terms negotiated with its suppliers, regardless of whether the suppliers sell their receivables to the financial institution and continue to be recognized as accounts payable on the Company's Consolidated Balance Sheet with cash flow activity recognized as an operating cash flow.

Debt obligations

Our debt obligations, excluding finance leases, have varying maturity dates with no material outstanding principal payments due within the following 12 months.

Our Term Loan Facility is subject to quarterly amortizing payments of $1.0 million.

Refer to Note 12 - Debt in the Notes to the Consolidated Financial Statements included elsewhere in this Annual Report for expiration dates and maturity schedules on outstanding debt obligations for the following 5 years and thereafter.

In addition to the outstanding principal on our debt, we anticipate annual interest payments of $70.8 million in the aggregate and includes interest under our:

(i) Term Loan of $21.7 million, subject to variable interest rates based upon annualized rate of 5.54%, (ii) Revolver Facility of $54.1 million, subject to variable interest rates, based upon an annualized rate of 6.59% and outstanding balance based on projected utilization of the Revolver Facility during the following 12 months;

(i) 4.00% Notes of $18.0 million;

(ii) 5.00% Notes of $14.9 million;

(iii) 5.50% Notes of $15.9 million;

(iv) 3.875% Notes of $17.6 million;

(v) 5.00% Notes of $15.0 million;

(vi) 5.50% Notes of $16.5 million;

(vii) 3.875% Notes of $19.4 million;

and (viii) interest of approximately $5.8 million attributable to finance leases.

Interest on the notes is payable semi-annually in arrears and interest under the Term Loan and Revolver Facility is payable on various interest payment dates as provided in the Credit Agreement.

(v) interest of approximately $3.4 million attributable to finance leases;

and (vi) interest cost of $1.0 million attributable to unused fee associated with the Revolver Facility.

Interest on the notes is payable semi-annually in arrears and interest on borrowings under the Revolver Facility, if any, would be payable on various interest payment dates as provided in the Credit Agreement.

Lease obligations

1 unchanged sentence

Lease obligations with a term in excess of 12 months are recognized on the Company's Consolidated Statement of Financial Position.

See Note 13 - Leases of Notes to the Consolidated Financial Statement included elsewhere in the Annual Report for further detail, including maturity schedule on outstanding finance and operating lease obligations for the following 5 years and thereafter, including imputed interest not reflected on the Consolidated Statements of Financial Position.

See Note 13 - Leases of the Notes to the Consolidated Financial Statement included elsewhere in the Annual Report for further detail, including maturity schedule on outstanding finance and operating lease obligations for the following 5 years and thereafter, including imputed interest not reflected on the Consolidated Statements of Financial Position, as well as additional disclosure on lease commitments that have not yet commenced and therefore not yet reflected as a obligation on the Consolidated Statements of Financial Position..

Employee benefit plan obligations

2 unchanged sentences

The Company's recognizes an actuarial determined unfunded projected benefit obligation recognized as Other Long-Term Liabilities on the Company's Consolidated Statement of Financial Position, net fair value of dedicated plan assets.

See Note 15 - Employee Benefit Plans of the Notes to the Consolidated Financial Statements included elsewhere in this Annual Report for further detail included projected payments towards the future obligation for the following 5 years and thereafter.

See Note 15 - Employee Benefit Plans in the Notes to the Consolidated Financial Statements included elsewhere in this Annual Report for further detail included projected payments towards the future obligation for the following 5 years and thereafter.

The Company anticipates that benefit obligations will be predominantly paid through dedicated plan assets.

1 unchanged sentence

Other commitments and obligations

Other commitments and obligations include an outstanding mandatory repatriation tax liability of $16.9 million that is payable over the next 4 years, with $2.2 million due and payable in the next 12 months but will be offset by previous payments and credits.

The remaining balance due is net of refundable tax credits and overpayments that must be applied to the mandatory tax installments, and due to the credits and overpayments, the Company does not expect to make an additional payment for mandatory repatriation until Fiscal 2025.

See Note 16 - Income Taxes of the Notes to the Consolidated Financial Statements included elsewhere in this Annual Report.

Other commitments and obligations include an outstanding mandatory repatriation tax liability of $15.0 million that is payable over the next 3 years, with $3.9 million due and payable in the next 12 months.

See Note 16 - Income Taxes in the Notes to the Consolidated Financial Statements included elsewhere in this Annual Report.

Our Consolidated Statements of Financial Position also includes reserves for uncertain tax positions;

2 unchanged sentences

It is reasonably possible that during the next 12 months, some portion of our unrecognized tax benefits could be recognized.

See Note 16 – Income Taxes of the Notes to the Consolidated Financial Statements included elsewhere in this Annual Report for additional discussion on uncertain tax positions.

See Note 16 – Income Taxes in the Notes to the Consolidated Financial Statements included elsewhere in this Annual Report for additional discussion on uncertain tax positions.

The Company has recognized other payables associated with indemnifications following divestitures, including tax indemnifications, that we cannot reasonably predict the ultimate outcome of our obligation;

however it is reasonably possible that during the next 12 months, some portion of our indemnification payable could be recognized.

As of September 30, 2022, there are $7.0 million of indemnification liabilities recognized as Other Current Accruals and $15.3 million recognized as Other Long-Term Liabilities on the Consolidated Statement of Financial Position.

See Note 3 – Divestitures of the Notes to the Consolidated Financial Statements included elsewhere in this Annual Report.

Table of Conten t s

As of September 30, 2023, there are $8.6 million of indemnification liabilities recognized as Other Current Liabilities and $19.3 million recognized as Other Long-Term Liabilities on the Consolidated Statement of Financial Position.

See Note 3 – Divestitures in the Notes to the Consolidated Financial Statements included elsewhere in this Annual Report.

Guarantor Statements - SB/RH

SBI has issued the 5.75% Notes under the 2025 Indenture, the 4.00% Notes under the 2026 Indenture, the 5.00% Notes under the 2029 Indenture, the 5.50% Notes under the 2030 Indenture, and the 3.875% Notes under the 2031 Indentures (collectively, the “Notes”).

SBI has issued the 4.00% Notes under the 2026 Indenture, the 5.00% Notes under the 2029 Indenture, the 5.50% Notes under the 2030 Indenture, and the 3.875% Notes under the 2031 Indentures (collectively, the “Notes”).

The Notes are unconditionally guaranteed, jointly and severally, on a senior unsecured basis by SB/RH and SBI’s domestic subsidiaries.

12 unchanged sentences

Operating loss (322.5)

Net loss from continuing operations (263.2)

Net loss (174.7)

Net loss attributable to controlling interest (174.7)

Net income from continuing operations 0.1

Net income 2,006.3

Net income attributable to controlling interest 2,006.3

Statement of Financial Position Data

10 unchanged sentences

Long-term debt with non-guarantor subsidiaries

Table of Conten t s

Critical Accounting Policies and Estimates

4 unchanged sentences

The application of these accounting policies requires judgment and use of assumptions as to future events and outcomes that are uncertain and, as a result, actual results could differ from these estimates.

Refer to Note 2 - Significant Accounting Policies and Practices of Notes to the Consolidated Financial Statements included elsewhere in this Annual Report for all relevant accounting policies.

Refer to Note 2 - Significant Accounting Policies and Practices in the Notes to the Consolidated Financial Statements included elsewhere in this Annual Report for all relevant accounting policies.

Goodwill, Intangible Assets and Other Long-Lived Assets

The Company’s goodwill, intangible assets and tangible fixed assets are stated at historical cost, net of depreciation and amortization, less any provision for impairment.

Intangible and tangible assets with determinable lives are amortized or depreciated on a straight line basis over estimated useful lives.

Refer to Note 2 - Significant Accounting Policies and Practices of Notes to the Consolidated Financial Statements included elsewhere in this Annual Report for more information about useful lives.

Intangible and tangible assets with determinable useful lives are amortized or depreciated on a straight line basis over estimated useful lives.

Refer to Note 2 - Significant Accounting Policies and Practices in the Notes to the Consolidated Financial Statements included elsewhere in this Annual Report for more information about useful lives.

On an annual basis, during the fourth quarter of the fiscal year, or more frequently if triggering events occur, the Company tests for impairment of goodwill by either performing a qualitative assessment or quantitative test for some or all reporting units.

Our reporting units are consistent with our operating segments.

See Note 21 - Segment Information of the Notes to the Consolidated Financial Statements included elsewhere in this Annual Report for further discussion of operating and reporting segments.

See Note 21 - Segment Information in the Notes to the Consolidated Financial Statements included elsewhere in this Annual Report for further discussion of operating and reporting segments.

The Company evaluates qualitative factors to determine whether it is more likely than not that the fair value of the reporting unit is less than its carrying amount.

1 unchanged sentence

If we determine that it is more likely than not the carrying value is greater than the fair value of a reporting unit after assessing the totality of facts and circumstances, a quantitative assessment is performed to determine the reporting unit fair value and measure the impairment.

If the fair value of a reporting unit is less than its carrying value, an impairment loss is recorded for the difference between the fair value of the reporting unit goodwill and its carrying value.

The estimated fair value represents the amount at which a reporting unit could be bought or sold in a current transaction between willing parties on an arms-length basis.

1 unchanged sentence

We test the aggregate estimated fair value of our reporting units by comparison to our total market capitalization, including both equity and debt capital.

For the year ended September 30, 2022, we did not recognize an impairment of goodwill.

If the fair value of a reporting unit is less than its carrying value, an impairment loss is recorded for the difference between the fair value of the reporting unit goodwill and its carrying value.

During the year ended September 30, 2023, the Company recognized a full impairment of the HPC reporting unit goodwill.

There were no impairments recognized on the Company's GPC and H&G reporting units.

See Note 11 - Goodwill and Intangible Assets in the Notes to the Consolidated Financial Statements included elsewhere in this Annual Report for further discussion.

In addition to goodwill, the Company has indefinite-lived intangible assets that consist of acquired tradenames.

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If we determine that it is more likely than not the carrying value is greater than the fair value of an indefinite lived intangible asset, a quantitative assessment is performed to determine the fair value and measure the impairment.

If the fair value is less than its carrying value, an impairment loss is recorded for the excess.

The fair value of indefinite-lived intangible assets is determined using an income approach, the relief-from-royalty methodology, which requires us to make estimates and assumptions about future revenues, royalty rates, and the discount rate, among others.

For the year ended September 30, 2022, we did not recognize an impairment of indefinite-lived intangible assets.

While we have not recognized an impairment of goodwill or intangible assets during the year ended September 30, 2022, we have identified a potential risk of impairment associated with the HPC reporting unit goodwill, with a carrying cost of $108.1 million as of September 30, 2022, and the Rejuvenate® tradename, with a carrying cost of $119.1 million as of September 30, 2022.

We do not anticipate that these assets will be subject to future impairment based upon our projections and forecasts used in evaluating the current market value but cannot guarantee that no future impairment will be realized.

The risk of future impairment for the HPC reporting unit is based upon the results realized during year ended September 30, 2022, macro-economic headwinds from inflationary costs and foreign currency fluctuations, retail and consumer spending activity, and risks associated with the Tristar Business integration and branding strategy transitions.

The risk of future impairment for the Rejuvenate® tradename is based upon the results realized during the year ended September 30, 2022, and dependency upon the timing and realization of market expansion milestones and synergies associated with the acquired business.

The Company also reviews other definite-lived intangible assets and tangible fixed assets for impairment when events or changes in business circumstances indicate that the carrying amount of the assets may not be fully recoverable.

If the fair value is less than its carrying value, an impairment loss is recorded for the excess.

During the year ended September 30, 2023, we recognized impairments of the Rejuvenate®, PowerXL®, George Foreman® tradenames.

There were no further impairments on the remaining tradenames held as indefinite-lived intangible assets.

See Note 11 - Goodwill and Intangible Assets in the Notes to the Consolidated Financial Statements included elsewhere in this Annual Report for further discussion.

With the recognition of impairments of goodwill and indefinite lived intangible assets during the year ended September 30, 2023, there is potential risk of impairment associated with the Rejuvenate® and PowerXL® tradenames, with a cumulative carrying cost of $84.0 million as of September 30, 2023.

There is no remaining goodwill with the HPC reporting unit following the impairment recognized.

We do not anticipate that these assets will be subject to further impairment based upon our projections and forecasts used in evaluating the current market value but cannot guarantee that no future impairment will be realized.

The risk of future impairment for the Rejuvenate® and PowerXL® tradenames are based upon the results realized during the year ended September 30, 2023, and dependency upon the timing and realization of milestones, as well as the integration of the brands and synergies associated with the acquired businesses.

The Company also reviews other definite-lived intangible assets, tangible fixed assets and operating lease assets for impairment when events or changes in business circumstances indicate that the carrying amount of the assets may not be fully recoverable.

Circumstances such as the discontinuation of a product or product line, a sudden or consistent decline in the sales forecast for a product, changes in technology or in the way an asset or asset group is being used, a history of operating or cash flow losses or an adverse change in legal factors or in the business climate, among others, may trigger an impairment review.

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If impairment is determined to exist, any related impairment loss is calculated based on fair value.

For the year ended September 30, 2022, there was no impairment of definite-lived intangible assets or tangible fixed assets.

For the year ended September 30, 2023, the Company did recognize impairments associated with certain tangible fixed assets and operating leases.

See Note 10 - Property, Plant and Equipment and Note 13 - Leases in the Notes to the Consolidated Financial Statements included elsewhere in this Annual Report for further discussion.

A considerable amount of judgment and assumptions are required in performing the impairment tests, principally in determining the fair value of each reporting unit and assets subject to impairment testing.

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The Company is subject to financial statement risk in the event that business or economic conditions unexpectedly decline and impairment is realized.

See Note 11 - Goodwill and Intangible Assets of the Notes to the Consolidated Financial Statements elsewhere included in this Annual Report.

Table of Conten t s

The Company is subject to income taxes in the U.S.

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withholding and other taxes expected to be incurred on repatriation of foreign earnings.

See Note 16 - Income Taxes of the Notes to the Consolidated Financial Statements elsewhere included in this Annual Report.

See Note 16 - Income Taxes in the Notes to the Consolidated Financial Statements elsewhere included in this Annual Report.

New Accounting Pronouncements

See Note 2 – Significant Accounting Policies and Practices of Notes to the Consolidated Financial Statements elsewhere included in this Annual Report for information about recent accounting pronouncements not yet adopted.

See Note 2 – Significant Accounting Policies and Practices in the Notes to the Consolidated Financial Statements elsewhere included in this Annual Report for information about recent accounting pronouncements not yet adopted.

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-K

Item 7. Management’s Discussion and Analysis