What changed in this filing

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Item 1. Financial Statements

2024-08-08 compared with 2024-05-09 · 345 added, 477 removed, 651 unchanged (56% of the section changed)

Financial Statements

Financial Statements (Unaudited)

SPECTRUM BRANDS HOLDINGS, INC.

Condensed Consolidated Statements of Financial Position

As of March 31, 2024 and September 30, 2023

As of June 30, 2024 and September 30, 2023

(in millions)

March 31, 2024 September 30, 2023

June 30, 2024 September 30, 2023

Cash and cash equivalents $ 157.7 $ 753.9

38 unchanged sentences

Condensed Consolidated Statements of Income

For the three and six month periods ended March 31, 2024 and April 2, 2023

Three Month Periods Ended Six Month Periods Ended

For the three and nine month periods ended June 30, 2024 and July 2, 2023

Three Month Periods Ended Nine Month Periods Ended

(in millions, except per share)

March 31, 2024 April 2, 2023 March 31, 2024 April 2, 2023

June 30, 2024 July 2, 2023 June 30, 2024 July 2, 2023

Net sales $ 779.4 $ 735.5 $ 2,190.2 $ 2,178.1

2 unchanged sentences

Selling, general & administrative 255.1 223.4 694.6 671.4

Impairment of goodwill — 111.1 — 111.1

Impairment of intangible assets — 53.7 43.0 120.7

5 unchanged sentences

Interest income ( 13.4 ) ( 5.4 ) ( 54.3 ) ( 5.6 )

Gain from debt repurchase — — ( 4.7 ) —

Loss (gain) from early extinguishment of debt 2.2 8.6 ( 2.6 ) 8.6

Other non-operating expense, net 1.7 0.1 7.0 0.1

2 unchanged sentences

Net income (loss) from continuing operations 19.1 ( 172.2 ) 86.4 ( 287.2 )

Income from discontinued operations, net of tax 11.0 21.4 22.7 40.9

Net income (loss) 60.9 ( 53.6 ) 90.1 ( 74.1 )

(Loss) income from discontinued operations, net of tax ( 13.1 ) 2,031.8 9.6 2,072.7

Net income 6.0 1,859.6 96.0 1,785.5

Net (loss) income from continuing operations attributable to non-controlling interest ( 0.1 ) 0.2 ( 0.2 ) 0.5

Income from discontinued operations attributable to non-controlling interest, net of tax — 0.2 — 0.3

Net income (loss) attributable to controlling interest $ 61.1 $ ( 53.7 ) $ 90.2 $ ( 74.6 )

Net income attributable to controlling interest $ 6.1 $ 1,859.2 $ 96.2 $ 1,784.7

Amounts attributable to controlling interest

Net income (loss) from continuing operations attributable to controlling interest $ 19.2 $ ( 172.4 ) $ 86.6 $ ( 287.7 )

Income from discontinued operations attributable to controlling interest, net of tax 11.0 21.4 22.7 40.7

Net income (loss) attributable to controlling interest $ 61.1 $ ( 53.7 ) $ 90.2 $ ( 74.6 )

(Loss) income from discontinued operations attributable to controlling interest, net of tax ( 13.1 ) 2,031.6 9.6 2,072.4

Net income attributable to controlling interest $ 6.1 $ 1,859.2 $ 96.2 $ 1,784.7

Earnings Per Share

12 unchanged sentences

Condensed Consolidated Statements of Comprehensive Income

For the three and six month periods ended March 31, 2024 and April 2, 2023

For the three and nine month periods ended June 30, 2024 and July 2, 2023

Three Month Periods Ended

Six Month Periods Ended

Nine Month Periods Ended

(in millions)

March 31, 2024 April 2, 2023 March 31, 2024 April 2, 2023

Net income (loss) $ 60.9 $ ( 53.6 ) $ 90.1 $ ( 74.1 )

Other comprehensive income

June 30, 2024 July 2, 2023 June 30, 2024 July 2, 2023

Net income $ 6.0 $ 1,859.6 $ 96.0 $ 1,785.5

Other comprehensive (loss) income

Foreign currency translation adjustment

Foreign currency translation (loss) gain ( 7.7 ) 9.8 17.1 97.4

Unrealized income (loss) from net investment hedge 11.6 ( 12.5 ) ( 9.7 ) ( 46.4 )

Unrealized (loss) income from net investment hedge ( 3.5 ) 1.8 ( 13.2 ) ( 44.6 )

Foreign currency translation adjustment before tax ( 11.2 ) 11.6 3.9 52.8

4 unchanged sentences

Net reclassification for loss to income from continuing operations 2.4 3.6 12.3 6.0

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

Net reclassification for loss to income from discontinued operations — 2.4 — 2.3

Unrealized gain (loss) on derivative instruments after reclassification 4.0 ( 3.0 ) 4.6 ( 33.1 )

2 unchanged sentences

Defined benefit pension gain (loss)

Defined benefit pension gain (loss) before reclassification 0.3 0.1 ( 0.9 ) ( 2.1 )

Net reclassification for loss (gain) to income from continuing operations 0.2 ( 0.7 ) 0.4 0.2

Defined benefit pension loss before reclassification — ( 1.2 ) ( 0.9 ) ( 3.3 )

Net reclassification for loss to income from continuing operations 0.2 1.0 0.6 1.2

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

Defined benefit pension gain (loss) after reclassification 0.2 ( 0.3 ) ( 0.3 ) ( 2.2 )

1 unchanged sentence

Net defined benefit pension gain (loss) 0.1 ( 0.3 ) ( 0.1 ) ( 0.9 )

Net change to derive comprehensive income for the period 1.9 16.2 18.2 30.7

Comprehensive income (loss) 62.8 ( 37.4 ) 108.3 ( 43.4 )

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

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

Comprehensive income (loss) attributable to controlling interest $ 62.9 $ ( 37.6 ) $ 108.3 $ ( 43.9 )

Deconsolidation of discontinued operations — 26.1 — 26.1

Net change to derive comprehensive (loss) income for the period ( 7.7 ) 34.8 10.5 65.6

Comprehensive (loss) income ( 1.7 ) 1,894.4 106.5 1,851.1

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

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

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

Comprehensive (loss) income attributable to controlling interest $ ( 1.7 ) $ 1,893.9 $ 106.5 $ 1,850.2

See accompanying notes to the condensed consolidated financial statements

1 unchanged sentence

Condensed Consolidated Statements of Shareholders' Equity

For the six month period ended March 31, 2024

For the nine month period ended June 30, 2024

Common Stock Additional

25 unchanged sentences

Balances as of March 31, 2024 29.6 0.5 $ 1,998.1 2,158.8 ( 231.2 ) ( 1,669.3 ) 2,256.9 0.6 2,257.5

Net income (loss) from continuing operations — — — 19.2 — — 19.2 ( 0.1 ) 19.1

Loss from discontinued operations, net of tax — — — ( 13.1 ) — — ( 13.1 ) — ( 13.1 )

Other comprehensive loss, net of tax — — — — ( 7.7 ) — ( 7.7 ) — ( 7.7 )

Premium on capped call transactions, net of tax — — ( 19.2 ) — — — ( 19.2 ) — ( 19.2 )

Treasury stock repurchases ( 1.6 ) — — — — ( 142.2 ) ( 142.2 ) — ( 142.2 )

Excise tax on net share repurchases — — — — — ( 1.4 ) ( 1.4 ) — ( 1.4 )

Restricted stock issued and related tax withholdings — — ( 0.3 ) — — 0.2 ( 0.1 ) — ( 0.1 )

Share based compensation — — 4.5 — — — 4.5 — 4.5

Dividends declared — — — ( 12.3 ) — — ( 12.3 ) — ( 12.3 )

Balances at June 30, 2024 28.0 $ 0.5 $ 1,983.1 $ 2,152.6 $ ( 238.9 ) $ ( 1,812.7 ) $ 2,084.6 $ 0.5 $ 2,085.1

See accompanying notes to the condensed consolidated financial statements

1 unchanged sentence

Condensed Consolidated Statements of Shareholders' Equity

For the six month period ended April 2, 2023

For the nine month period ended July 2, 2023

Common Stock Additional

20 unchanged sentences

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

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

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

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

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

Accelerated share repurchase ( 5.3 ) — ( 100.0 ) — — ( 400.0 ) ( 500.0 ) — ( 500.0 )

Excise tax on net share repurchases — — — — — ( 3.8 ) ( 3.8 ) — ( 3.8 )

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

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

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

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

See accompanying notes to the condensed consolidated financial statements

1 unchanged sentence

Condensed Consolidated Statements of Cash Flows

For the six month periods ended March 31, 2024 and April 2, 2023

Six Month Periods Ended

(in millions) March 31, 2024 April 2, 2023

For the nine month periods ended June 30, 2024 and July 2, 2023

Nine Month Periods Ended

(in millions) June 30, 2024 July 2, 2023

Cash flows from operating activities

Net income (loss) $ 90.1 $ ( 74.1 )

Net income $ 96.0 $ 1,785.5

Income from discontinued operations, net of tax 9.6 2,072.7

4 unchanged sentences

Share based compensation 12.9 12.5

Impairment of goodwill — 111.1

Impairment of intangible assets 43.0 120.7

Impairment of property, plant and equipment and operating lease assets 5.6 8.1

Gain from debt repurchase ( 4.7 ) —

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

(Gain) loss on early extinguishment of debt ( 2.7 ) 8.6

Non-cash purchase accounting adjustments 1.1 1.4

Non-cash accrual for representation and warranty proceeds ( 15.0 ) —

Amortization of debt issuance costs and debt discount 3.0 5.9

Write-off of unamortized discount and debt issuance costs 0.3 —

Gain from remeasurement of contingent consideration liability — ( 1.5 )

3 unchanged sentences

Net cash (used) provided by operating activities from discontinued operations ( 96.5 ) 31.8

Net cash (used) provided by operating activities ( 0.8 ) 177.6

Net cash provided by operating activities 81.9 104.3

Cash flows from investing activities

Purchases of property, plant and equipment ( 31.0 ) ( 44.3 )

Proceeds from disposal of property, plant and equipment — 3.0

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

Purchases of short term investments ( 849.3 ) —

Proceeds from sale of short term investments 1,792.0 —

Purchase price settlement from sale of HHI ( 26.9 ) —

Purchase price settlement from sale of the HHI business ( 26.9 ) —

Other investing activity 0.2 ( 0.1 )

Net cash provided (used) by investing activities from continuing operations 544.1 ( 25.9 )

Net cash provided by investing activities from continuing operations 885.0 4,293.3

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

Net cash provided (used) by investing activities 544.1 ( 33.8 )

Net cash provided by investing activities 885.0 4,281.5

Cash flows from financing activities

Payment of debt ( 177.9 ) ( 21.7 )

Payment of debt and debt premium ( 1,346.7 ) ( 1,141.1 )

Proceeds from issuance of debt 350.0 —

Payment of debt issuance costs ( 15.0 ) ( 2.3 )

Premium on capped call transactions ( 25.2 ) —

Treasury stock purchases ( 482.7 ) —

Accelerated share repurchase — ( 500.0 )

Dividends paid to shareholders ( 38.8 ) ( 51.6 )

17 unchanged sentences

See accompanying notes to the condensed consolidated financial statements

SB/RH HOLDINGS, LLC

Condensed Consolidated Statements of Financial Position

As of March 31, 2024 and September 30, 2023

(in millions) March 31, 2024 September 30, 2023

Cash and cash equivalents $ 744.6 $ 752.7

Short term investments 500.0 1,103.3

Trade receivables, net 601.3 477.1

Other receivables 113.6 84.5

Receivable due from parent 180.3 90.1

Inventories 454.3 462.8

Prepaid expenses and other current assets 45.9 44.3

Total current assets 2,640.0 3,014.8

Property, plant and equipment, net 269.5 275.1

Operating lease assets 119.2 110.8

Deferred charges and other 46.5 31.8

Goodwill 858.3 854.7

Intangible assets, net 1,002.3 1,060.1

Total assets $ 4,935.8 $ 5,347.3

Liabilities and Shareholder's Equity

Current portion of long-term debt $ 9.0 $ 8.6

Accounts payable 375.5 396.7

Accrued wages and salaries 48.0 46.0

Accrued interest 19.0 20.6

Income tax payable 33.3 36.8

Other current liabilities 164.0 172.2

Total current liabilities 648.8 680.9

Long-term debt, net of current portion 1,374.4 1,546.9

Long-term operating lease liabilities 101.3 95.6

Deferred income taxes 191.0 176.3

Other long-term liabilities 174.9 157.9

Total liabilities 2,490.4 2,657.6

Commitments and contingencies (Note 15)

Shareholder's equity

Other capital 2,171.4 2,168.9

Accumulated earnings 502.9 767.8

Accumulated other comprehensive loss, net of tax ( 231.1 ) ( 249.3 )

Total shareholder's equity 2,443.2 2,687.4

Non-controlling interest 2.2 2.3

Total equity 2,445.4 2,689.7

Total liabilities and equity $ 4,935.8 $ 5,347.3

See accompanying notes to the condensed consolidated financial statements

SB/RH HOLDINGS, LLC

Condensed Consolidated Statements of Income

For the three and six month periods ended March 31, 2024 and April 2, 2023

Three Month Periods Ended Six Month Periods Ended

(in millions) March 31, 2024 April 2, 2023 March 31, 2024 April 2, 2023

Net sales $ 718.5 $ 729.2 $ 1,410.7 $ 1,442.5

Cost of goods sold 445.1 514.7 892.3 1,026.1

Gross profit 273.4 214.5 518.4 416.4

Selling, general and administrative 222.9 223.8 438.4 447.4

Impairment of intangible assets 39.0 67.0 43.0 67.0

Representation and warranty insurance proceeds ( 65.0 ) — ( 65.0 ) —

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

Total operating expenses 196.9 290.8 416.4 512.9

Operating income (loss) 76.5 ( 76.3 ) 102.0 ( 96.5 )

Interest expense 16.9 31.7 36.1 65.1

Interest income ( 17.5 ) ( 0.2 ) ( 40.9 ) ( 0.4 )

Gain from debt repurchase — — ( 4.7 ) —

Other non-operating expense, net 1.1 1.4 5.2 0.1

Income (loss) from continuing operations before income taxes 76.0 ( 109.2 ) 106.3 ( 161.3 )

Income tax expense (benefit) 25.6 ( 34.0 ) 37.8 ( 46.3 )

Net income (loss) from continuing operations 50.4 ( 75.2 ) 68.5 ( 115.0 )

Income from discontinued operations, net of tax 11.0 21.9 22.7 41.4

Net income (loss) 61.4 ( 53.3 ) 91.2 ( 73.6 )

Net (loss) income from continuing operations attributable to non-controlling interest ( 0.2 ) 0.1 ( 0.1 ) 0.3

Income from discontinued operations attributable to non-controlling interest, net of tax — — — 0.2

Net income (loss) attributable to controlling interest $ 61.6 $ ( 53.4 ) $ 91.3 $ ( 74.1 )

Amounts attributable to controlling interest

Net income (loss) from continuing operations attributable to controlling interest $ 50.6 $ ( 75.3 ) $ 68.6 $ ( 115.3 )

Income from discontinued operations attributable to controlling interest, net of tax 11.0 21.9 22.7 41.2

Net income (loss) attributable to controlling interest $ 61.6 $ ( 53.4 ) $ 91.3 $ ( 74.1 )

See accompanying notes to the condensed consolidated financial statements

SB/RH HOLDINGS, LLC

Condensed Consolidated Statements of Comprehensive Income

For the three and six month periods ended March 31, 2024 and April 2, 2023

Three Month Periods Ended

Six Month Periods Ended

(in millions)

March 31, 2024 April 2, 2023 March 31, 2024 April 2, 2023

Net income (loss) $ 61.4 $ ( 53.3 ) $ 91.2 $ ( 73.6 )

Other comprehensive income

Foreign currency translation adjustment

Foreign currency translation (loss) gain ( 12.0 ) 27.1 24.8 87.6

Unrealized income (loss) from net investment hedge 11.6 ( 12.5 ) ( 9.7 ) ( 46.4 )

Foreign currency translation adjustment before tax ( 0.4 ) 14.6 15.1 41.2

Deferred tax effect ( 2.9 ) 3.7 2.7 12.5

Foreign currency translation adjustment, net ( 3.3 ) 18.3 17.8 53.7

Unrealized gain (loss) on derivative instruments

Unrealized gain (loss) on derivative instruments before reclassification 1.4 ( 7.1 ) ( 9.2 ) ( 32.5 )

Net reclassification for loss to income from continuing operations 4.8 4.9 9.9 2.4

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

Unrealized gain (loss) on derivative instruments after reclassification 6.2 ( 2.3 ) 0.7 ( 30.2 )

Deferred tax effect ( 1.6 ) 0.7 ( 0.1 ) 7.8

Net unrealized gain (loss) on derivative instruments 4.6 ( 1.6 ) 0.6 ( 22.4 )

Defined benefit pension gain (loss)

Defined benefit pension gain (loss) before reclassification 0.3 0.1 ( 0.9 ) ( 2.1 )

Net reclassification for loss (gain) to income from continuing operations 0.2 ( 0.7 ) 0.4 0.2

Defined benefit pension gain (loss) after reclassification 0.5 ( 0.6 ) ( 0.5 ) ( 1.9 )

Deferred tax effect 0.1 0.1 0.3 1.3

Net defined benefit pension gain (loss) 0.6 ( 0.5 ) ( 0.2 ) ( 0.6 )

Net change to derive comprehensive income for the period 1.9 16.2 18.2 30.7

Comprehensive income (loss) 63.3 ( 37.1 ) 109.4 ( 42.9 )

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

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

Comprehensive income (loss) attributable to controlling interest $ 63.4 $ ( 37.3 ) $ 109.4 $ ( 43.4 )

See accompanying notes to the condensed consolidated financial statements

SB/RH HOLDINGS, LLC

Condensed Consolidated Statements of Shareholder's Equity

For the six month period ended March 31, 2024

(in millions) Other

Capital Accumulated

Comprehensive

Shareholder's

Interest Total Equity

Balances at September 30, 2023 $ 2,168.9 $ 767.8 $ ( 249.3 ) $ 2,687.4 $ 2.3 $ 2,689.7

Net income from continuing operations — 18.1 — 18.1 0.1 18.2

Income from discontinued operations, net of tax — 11.7 — 11.7 — 11.7

Other comprehensive income, net of tax — — 16.2 16.2 0.1 16.3

Restricted stock issued and related tax withholdings ( 5.4 ) — — ( 5.4 ) — ( 5.4 )

Share based compensation 3.8 — — 3.8 — 3.8

Dividends paid to parent — ( 246.1 ) — ( 246.1 ) — ( 246.1 )

Balances as of December 31, 2023 2,167.3 551.5 ( 233.1 ) 2,485.7 2.5 2,488.2

Net income (loss) from continuing operations — 50.6 — 50.6 ( 0.2 ) 50.4

Income from discontinued operations, net of tax — 11.0 — 11.0 — 11.0

Other comprehensive income (loss), net of tax — — 2.0 2.0 ( 0.1 ) 1.9

Share based compensation 4.1 — — 4.1 — 4.1

Dividends paid to parent — ( 110.2 ) — ( 110.2 ) — ( 110.2 )

Balances as of March 31, 2024 $ 2,171.4 $ 502.9 $ ( 231.1 ) $ 2,443.2 $ 2.2 $ 2,445.4

See accompanying notes to the condensed consolidated financial statements

SB/RH HOLDINGS, LLC

Condensed Consolidated Statements of Shareholder's Equity

For the six month period ended April 2, 2023

(in millions) Other

Capital Accumulated

Deficit Accumulated

Comprehensive

Shareholder's

Interest Total Equity

Balances at September 30, 2022 $ 2,164.6 $ ( 736.0 ) $ ( 303.0 ) $ 1,125.6 $ 7.5 $ 1,133.1

Net (loss) income from continuing operations — ( 40.1 ) — ( 40.1 ) 0.3 ( 39.8 )

Income from discontinued operations, net of tax — 19.4 — 19.4 0.1 19.5

Other comprehensive income, net of tax — — 14.2 14.2 0.3 14.5

Restricted stock issued and related tax withholdings ( 10.5 ) — — ( 10.5 ) — ( 10.5 )

Share based compensation 3.9 — — 3.9 — 3.9

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

Balances as of January 1, 2023 2,158.0 ( 773.8 ) ( 288.8 ) 1,095.4 8.2 1,103.6

Net (loss) income from continuing operations — ( 75.3 ) — ( 75.3 ) 0.1 ( 75.2 )

Income from discontinued operations, net of tax — 21.9 — 21.9 — 21.9

Other comprehensive income, net of tax — — 16.0 16.0 0.2 16.2

Share based compensation 4.4 — — 4.4 4.4

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

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

See accompanying notes to the condensed consolidated financial statements

SB/RH HOLDINGS, LLC

Condensed Consolidated Statements of Cash Flows

For the six month periods ended March 31, 2024 and April 2, 2023

Six Month Periods Ended

(in millions) March 31, 2024 April 2, 2023

Cash flows from operating activities

Net income (loss) $ 91.2 $ ( 73.6 )

Income from discontinued operations, net of tax 22.7 41.4

Net income (loss) from continuing operations 68.5 ( 115.0 )

Adjustments to reconcile net income (loss) from continuing operations to net cash provided by operating activities from continuing operations:

Depreciation 28.8 24.1

Amortization 22.2 20.9

Share based compensation 7.8 7.1

Impairment of intangible assets 43.0 67.0

Impairment of property, plant and equipment and operating lease assets 0.5 4.5

Gain from debt repurchase ( 4.7 ) —

Non-cash purchase accounting adjustments 0.9 0.9

Non-cash accrual for representation and warranty proceeds ( 15.0 ) —

Amortization of debt issuance costs and debt discount 1.7 4.0

Write-off of unamortized discount and debt issuance costs 0.3 —

Gain from remeasurement of contingent consideration liability — ( 1.5 )

Deferred tax benefit 10.8 ( 61.3 )

Net changes in operating assets and liabilities ( 100.4 ) 187.5

Net cash provided by operating activities from continuing operations 64.4 138.2

Net cash (used) provided by operating activities from discontinued operations ( 81.5 ) 29.0

Net cash (used) provided by operating activities ( 17.1 ) 167.2

Cash flows from investing activities

Purchases of property, plant and equipment ( 20.9 ) ( 25.9 )

Purchases of short term investments ( 700.0 ) —

Proceeds from sale of short term investments 1,292.0 —

Purchase price settlement from sale of HHI ( 26.9 ) —

Other investing activities ( 0.1 ) —

Net cash provided (used) by investing activities from continuing operations 544.1 ( 25.9 )

Net cash used by investing activities from discontinued operations — ( 7.9 )

Net cash provided (used) by investing activities 544.1 ( 33.8 )

Cash flows from financing activities

Payment of debt ( 177.9 ) ( 21.7 )

Payment of debt issuance costs ( 3.2 ) ( 2.3 )

Payment of cash dividends to parent ( 356.3 ) ( 34.4 )

Net cash used by financing activities from continuing operations ( 537.4 ) ( 58.4 )

Net cash used by financing activities from discontinued operations — ( 0.7 )

Net cash used by financing activities ( 537.4 ) ( 59.1 )

Effect of exchange rate changes on cash and cash equivalents 2.3 9.7

Net change in cash, cash equivalents and restricted cash ( 8.1 ) 84.0

Cash, cash equivalents, and restricted cash, beginning of period 752.7 242.6

Cash, cash equivalents, and restricted cash, end of period $ 744.6 $ 326.6

Supplemental disclosure of cash flow information

Cash paid for interest associated with continued operations $ 35.9 $ 56.8

Cash paid for interest associated with discontinued operations — 29.9

Cash paid for taxes associated with continued operations 17.8 11.7

Cash paid for taxes associated with discontinued operations 59.1 13.5

Non cash investing activities

Acquisition of property, plant and equipment through finance leases $ 1.8 $ 2.4

See accompanying notes to the condensed consolidated financial statements

SPECTRUM BRANDS HOLDINGS, INC.

SB/RH HOLDINGS, LLC

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(in millions, unaudited)

This report is a combined report of Spectrum Brands Holdings, Inc.

(“SBH”) and SB/RH Holdings, LLC (“SB/RH”) (collectively, the “Company”).

The notes to the condensed consolidated financial statements that follow include both consolidated SBH and SB/RH Notes, unless otherwise indicated below.

NOTE 1– BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES

4 unchanged sentences

For further information, refer to the consolidated financial statements and notes included in the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2023.

SBH’s and SB/RH’s fiscal year ends on September 30 and the Company reports its results using fiscal quarters whereby each three month quarterly reporting period is approximately thirteen weeks in length and ends on a Sunday.

The Company’s fiscal year ends on September 30 and the Company reports its results using fiscal quarters whereby each three month quarterly reporting period is approximately thirteen weeks in length and ends on a Sunday.

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

As a result, the fiscal period end date for the three and six month periods included within this Quarterly Report for the Company are March 31, 2024 and April 2, 2023, respectively.

As a result, the fiscal period end date for the three and nine month periods included within this Quarterly Report for the Company are June 30, 2024 and July 2, 2023, respectively.

Newly Adopted Accounting Standards

4 unchanged sentences

We adopted the ASU during the year ended September 30, 2023, except for the disclosure of roll-forward information, which was adopted during the first quarter of fiscal 2024.

The following table summarizes the roll-forward of the supplier finance program for the six month period ended March 31, 2024:

The following table summarizes the roll-forward of the supplier finance program for the nine month period ended June 30, 2024:

(in millions)

2 unchanged sentences

Confirmed invoices paid during the period ( 52.7 )

Outstanding payment obligations as of March 31, 2024

The outstanding payment obligations under the supplier finance program are included in Accounts Payable in the Company's Condensed Statement of Financial Position.

Outstanding payment obligations as of June 30, 2024

The outstanding payment obligations under the supplier finance program are included in Accounts Payable in the Company's Condensed Consolidated Statement of Financial Position.

Recently Issued Accounting Standards

21 unchanged sentences

SPECTRUM BRANDS HOLDINGS, INC.

SB/RH HOLDINGS, LLC

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1 unchanged sentence

NOTE 2 – DIVESTITURES

The following table summarizes the components of Income from Discontinued Operations, Net of Tax in the Condensed Consolidated Statements of Income for the three and six month periods ended March 31, 2024 and April 2, 2023:

Three Month Periods Ended Six Month Periods Ended

(in millions) March 31, 2024 April 2, 2023 March 31, 2024 April 2, 2023

The following table summarizes the components of Income from Discontinued Operations, Net of Tax in the Condensed Consolidated Statements of Income for the three and nine month periods ended June 30, 2024 and July 2, 2023:

Three Month Periods Ended Nine Month Periods Ended

(in millions) June 30, 2024 July 2, 2023 June 30, 2024 July 2, 2023

Income from discontinued operations before income taxes – HHI $ — $ 32.5 $ 15.2 $ 136.9

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

(Loss) income from discontinued operations before income taxes – Other ( 0.1 ) ( 0.2 ) 10.2 ( 2.2 )

Interest expense on corporate debt allocated to discontinued operations — 15.4 — 49.4

Income from discontinued operations before income taxes 15.2 40.3 25.5 68.4

(Loss) income from discontinued operations before income taxes ( 0.1 ) 2,841.8 25.4 2,910.2

Income tax expense from discontinued operations 13.0 810.0 15.8 837.5

Income from discontinued operations, net of tax 11.0 21.4 22.7 40.9

(Loss) income from discontinued operations, net of tax ( 13.1 ) 2,031.8 9.6 2,072.7

Income from discontinued operations attributable to noncontrolling interest, net of tax — 0.2 — 0.3

Income from discontinued operations attributable to controlling interest, net of tax $ 11.0 $ 21.4 $ 22.7 $ 40.7

(Loss) income from discontinued operations attributable to controlling interest, net of tax $ ( 13.1 ) $ 2,031.6 $ 9.6 $ 2,072.4

Interest from corporate debt allocated to discontinued operations in the prior year includes interest expense from Term Loans, which was paid down following the close of the HHI divestiture on June 20, 2023, and interest expense from corporate debt not directly attributable to or related to other operations based on the ratio of net assets of the disposal group held for sale to the consolidated net assets of the Company plus consolidated debt, excluding debt assumed in the transaction, required to be repaid, or directly attributable to other operations of the Company.

7 unchanged sentences

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

During the three and six month period ended March 31, 2024, the Company recognized $ 15.2 million in income from discontinued operations before income taxes - HHI related to a gain realized by a subsequently agreed reduction on accrued fees associated with the transaction that was previously recognized as a component of the gain on sale when the transaction closed in the prior year.

The following table summarizes the components of income from discontinued operations before income taxes associated with the HHI divestiture for the three and six month period ended April 2, 2023:

During the nine month period ended June 30, 2024, the Company recognized $ 15.2 million in income from discontinued operations before income taxes - HHI related to a gain realized by a subsequently agreed-upon reduction on accrued transaction fees that was previously accrued and recognized as a component of the gain on sale for the HHI divestiture when the transaction closed in the prior year.

The following table summarizes the components of income from discontinued operations before income taxes associated with the HHI divestiture for the three and nine month period ended July 2, 2023:

Three Month Period Ended

(in millions)

April 2, 2023 April 2, 2023

July 2, 2023 July 2, 2023

Net sales $ 296.4 $ 1,042.5

7 unchanged sentences

Interest expense consists of interest from debt directly attributable to HHI operations that primarily consist of interest from finance leases.

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

The following table presents significant non-cash items and capital expenditures of discontinued operations from the HHI divestiture for the three and nine month period ended July 2, 2023:

Three Month Period Ended

(in millions)

April 2, 2023 April 2, 2023

July 2, 2023 July 2, 2023

Share based compensation $ 0.4 $ 1.5

1 unchanged sentence

SPECTRUM BRANDS HOLDINGS, INC.

SB/RH HOLDINGS, LLC

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

8 unchanged sentences

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

The Company recognized net income of $ 7.9 million and $ 15.9 million associated with TSA charges during the three and six month periods ended March 31, 2024, respectively.

The Company recognized net income of $ 7.9 million and $ 23.7 million associated with TSA charges during the three and nine month periods ended June 30, 2024, respectively.

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

The Company also maintains a net payable or receivable with ASSA for net working capital attributable to commingled cash flow during the transaction period.

As of March 31, 2024 and September 30, 2023, the Company had a net receivable of $ 25.0 million and $ 4.0 million, respectively, included in Other Receivables on the Company's Condensed Consolidated Statement of Financial Position consisting of amounts due from ASSA for commingled cash flow and net TSA charges, including amounts subject to repayment by the Company.

As of June 30, 2024 and September 30, 2023, the Company had a net receivable of $ 27.0 million and $ 4.0 million, respectively, included in Other Receivables on the Company's Condensed Consolidated Statement of Financial Position consisting of amounts due from ASSA for commingled cash flow and net TSA charges, including amounts subject to repayment by the Company.

The Company has also recognized net payables to ASSA for outstanding settlements associated with the Purchase Agreement, including tax indemnifications for outstanding settlements with tax authorities and uncertain tax benefit obligations, among others.

As of March 31, 2024, the Company recognized $ 2.7 million, included with Other Long-Term Liabilities, on the Company's Condensed Consolidated Statements of Financial Position.

As of June 30, 2024, the Company recognized $ 2.6 million, included with Other Long-Term Liabilities, on the Company's Condensed Consolidated Statements of Financial Position.

As of September 30, 2023, the Company recognized $ 27.3 million, included within Accounts Payable, and $ 2.6 million, included within Other Long-Term Liabilities, on the Company’s Condensed Consolidated Statements of Financial Position.

During the three month period ended March 31, 2024, the Company paid $ 26.9 million to complete the purchase price settlement in accordance with the Purchase Agreement.

Income from discontinued operations before income taxes – other includes incremental pre-tax gain for changes to tax and legal indemnifications and other agreed-upon funding under the acquisition agreements for the sale and divestiture of the Global Batteries & Lighting ("GBL") and Global Auto Care ("GAC") divisions to Energizer Holdings, Inc.

During the nine month period ended June 30, 2024, the Company paid $ 26.9 million to complete the purchase price settlement in accordance with the Purchase Agreement.

Income from discontinued operations before income taxes – other for the three and nine month periods ended June 30, 2024 includes incremental changes to tax and legal indemnifications and other agreed-upon funding under the acquisition agreements for the sale and divestiture of the Global Batteries & Lighting ("GBL") and Global Auto Care ("GAC") divisions to Energizer Holdings, Inc.

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

During the six month period ended March 31, 2024, the Company realized a gain attributable to a proposed settlement on outstanding tax audits that were previously recognized as uncertain tax benefit obligations at the time of sale and indemnified in accordance with the acquisition agreement.

As of March 31, 2024, the Company recognized $ 14.4 million related to indemnification payables in accordance with the acquisition agreements, primarily attributable to uncertain tax benefit obligations and outstanding settlements with tax authorities that were transferred, included within Other Current Liabilities on the Company's Condensed Consolidated Statements of Financial Position.

During the nine month period ended June 30, 2024, the Company realized a gain attributable to a settlement on outstanding tax audits that were previously recognized as uncertain tax benefit obligations at the time of sale and indemnified in accordance with the acquisition agreement.

As of June 30, 2024, the Company recognized $ 1.1 million related to indemnification payables in accordance with the acquisition agreements, primarily attributable to uncertain tax benefit obligations and outstanding settlements with tax authorities that were transferred, included within Other Current Liabilities on the Company's Condensed Consolidated Statements of Financial Position.

As of September 30, 2023, the Company recognized $ 25.3 million, including $ 8.6 million within Other Current Liabilities and $ 16.7 million, within Other Long-Term Liabilities on the Company’s Condensed Consolidated Statements of Financial Position.

1 unchanged sentence

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

The following table disaggregates our revenue for the three and six month periods ended March 31, 2024 and April 2, 2023, by the Company’s key revenue streams, segments and geographic region (based upon destination):

Three Month Period Ended March 31, 2024 Three Month Period Ended April 2, 2023

The following table disaggregates our revenue for the three and nine month periods ended June 30, 2024 and July 2, 2023, by the Company’s key revenue streams, segments and geographic region (based upon destination):

Three Month Period Ended June 30, 2024 Three Month Period Ended July 2, 2023

(in millions)

7 unchanged sentences

Total revenue $ 282.2 $ 211.0 $ 286.2 $ 779.4 $ 272.3 $ 186.6 $ 276.6 $ 735.5

$ 289.9 $ 160.7 $ 267.9 $ 718.5 $ 296.7 $ 153.3 $ 279.2 $ 729.2

Six Month Period Ended March 31, 2024 Six Month Period Ended April 2, 2023

Nine Month Period Ended June 30, 2024 Nine Month Period Ended July 2, 2023

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

8 unchanged sentences

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

During the three month periods ended March 31, 2024 and April 2, 2023, there were two large retail customers, each exceeding 10% of consolidated Net Sales and representing 33.5 % of consolidated Net Sales in each period.

During the six month periods ended March 31, 2024 and April 2, 2023, there were two large retail customers exceeding 10% of consolidated Net Sales and representing 35.8 % and 34.8 % of consolidated Net Sales, respectively.

All segments sell products to the two large retail customers exceeding 10% of consolidated Net Sales.

During the three month periods ended June 30, 2024 and July 2, 2023, there were two large retail customers, each exceeding 10% of consolidated Net Sales and representing 37.7 % and 33.4 % of consolidated Net Sales, respectively in each period.

During the nine month periods ended June 30, 2024 and July 2, 2023, there were two large retail customers exceeding 10% of consolidated Net Sales and

SPECTRUM BRANDS HOLDINGS, INC.

SB/RH HOLDINGS, LLC

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1 unchanged sentence

NOTE 3 – REVENUE RECOGNITION (continued)

representing 36.4 % and 34.3 % of consolidated Net Sales, respectively.

All segments sell products to the two large retail customers exceeding 10% of consolidated Net Sales.

A significant portion of our product sales from our HPC segment are subject to the continued use and access to the Black & Decker® ("B+D") brand through a trademark license agreement with Stanley Black and Decker ("SBD").

Net sales from B+D product sales consisted of $ 78.6 million , or 10.9 % of consolidated net sales, and $ 85.1 million, or 11.7 % of consolidated Net Sales, for the three month periods ended March 31, 2024 and April 2, 2023, respectively.

Net sales from B+D product sales consisted of $ 172.5 million, or 12.2 %, and $ 171.9 million, or 11.9 %, of consolidated Net Sales for the six month periods ended March 31, 2024 and April 2, 2023, respectively.

Net sales from B+D product sales consisted of $ 86.4 million , or 11.1 % of consolidated net sales, and $ 84.2 million, or 11.4 % of consolidated Net Sales, for the three month periods ended June 30, 2024 and July 2, 2023, respectively.

Net sales from B+D product sales consisted of $ 257.6 million, or 11.8 %, and $ 256.0 million, or 11.8 %, of consolidated Net Sales for the nine month periods ended June 30, 2024 and July 2, 2023, respectively.

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

The Company recently entered into a new trademark license agreement with SBD for the B+D brand during the subsequent period, see Note 18 - Subsequent Event for further detail .

In May 2024, the Company and its HPC segment entered into a new trademark license agreement (the "License Agreement") with SBD which terminates the previous arrangement, with an effective date of January 1, 2024.

Pursuant to the License Agreement, the Company will license the B+D brand in North America, Latin America (excluding Brazil) and the Caribbean for four categories of household appliance:

beverage products, food preparation products, garment care products and cooking products.

The License Agreement has an initial four-year term ending December 31, 2027, with two subsequent four-year renewal rights each based upon meeting certain sales targets at the end of each renewal period, extending the total contract term to December 31, 2035.

The License Agreement does not renew if these targets are not satisfied.

Under the terms of the License Agreement, the Company agrees to pay SBD royalties based on a percentage of sales, with a minimum annual royalty payment of $ 11.7 million for the first year in the initial term, with decreases in subsequent years in the initial term down to $ 10.2 million and is subject to adjustment with each renewal period.

The License Agreement also requires us to comply with maximum annual returns rates for products and promotional spending commitments.

In the normal course of business, the Company may allow customers to return products or take credit for product returns per the provisions in a sale agreement.

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

The allowance for product returns as of March 31, 2024 and September 30, 2023 was $ 15.3 million and $ 12.8 million, respectively.

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

The allowance for product returns as of June 30, 2024 and September 30, 2023 was $ 13.9 million and $ 12.8 million, respectively.

The increase in the allowance for product returns are attributable to the additional returns estimated for the recently re-issued product recalls with the HPC segment in collaboration with the U.S.

1 unchanged sentence

NOTE 4 – RECEIVABLES AND CONCENTRATION OF CREDIT RISK

The allowance for credit losses on the Company's trade receivables as of March 31, 2024 and September 30, 2023 was $ 7.0 million and $ 7.7 million, respectively.

The allowance for credit losses on the Company's trade receivables as of June 30, 2024 and September 30, 2023 was $ 8.1 million and $ 7.7 million, respectively.

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

As of March 31, 2024 and September 30, 2023, there were two large retail customers exceeding 10% of consolidated Net Trade Receivables and representing 43.7 % and 39.8 % of the Company's consolidated Net Trade Receivables, respectively.

As of June 30, 2024, there were three large retail customers exceeding 10% of consolidated Net Trade Receivables and representing 56.7 % of the Company's consolidated Net Trade Receivables.

As of September 30, 2023, there were two large retail customers exceeding 10% of consolidated Net Trade Receivables and representing 39.8 % of the Company's consolidated Net Trade Receivables .

NOTE 5 – INVENTORIES

1 unchanged sentence

(in millions)

March 31, 2024 September 30, 2023

June 30, 2024 September 30, 2023

Raw materials

5 unchanged sentences

Property, plant and equipment consist of the following:

(in millions) March 31, 2024 September 30, 2023

(in millions) June 30, 2024 September 30, 2023

Land, buildings and improvements $ 85.9 $ 83.4

6 unchanged sentences

Property, plant and equipment, net $ 266.5 $ 275.1

Depreciation expense from property, plant, and equipment for the three month periods ended March 31, 2024 and April 2, 2023, was $ 14.3 million and $ 11.9 million, respectively;

and for the six month periods ended March 31, 2024 and April 2, 2023 was $ 28.8 million and $ 24.1 million, respectively.

Depreciation expense from property, plant, and equipment for the three month periods ended June 30, 2024 and July 2, 2023, was $ 14.1 million and $ 12.1 million, respectively;

and for the nine month periods ended June 30, 2024 and July 2, 2023 was $ 42.9 million and $ 36.2 million, respectively.

During the three and nine month periods ended June 30, 2024, the Company recognized impairment charges of $ 5.1 million and $ 5.6 million, respectively, associated with the exit and closing of distribution facilities in the HPC segment, included as Selling General and Administrative Expenses on the Condensed Consolidated Statements of Income.

SPECTRUM BRANDS HOLDINGS, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(in millions, unaudited)

NOTE 7 – GOODWILL AND INTANGIBLE ASSETS

3 unchanged sentences

Foreign currency impact 3.4 — 3.4

As of March 31, 2024 $ 515.7 $ 342.6 $ 858.3

SPECTRUM BRANDS HOLDINGS, INC.

SB/RH HOLDINGS, LLC

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(in millions, unaudited)

NOTE 7 - GOODWILL AND INTANGIBLE ASSETS (continued)

As of June 30, 2024 $ 515.5 $ 342.6 $ 858.1

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

March 31, 2024 September 30, 2023

June 30, 2024 September 30, 2023

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

6 unchanged sentences

Total Intangible Assets $ 1,481.1 $ ( 490.5 ) $ 990.6 $ 1,516.3 $ ( 456.2 ) $ 1,060.1

During the three month period ended March 31, 2024, the Company and H&G segment identified a triggering event for our Rejuvenate® tradename attributable to a loss of a key distribution expansion opportunity resulting in a significant shift in the projected distribution strategy that reduced the anticipated near-term sales opportunities and expectations, resulting in the recognition of a $ 39.0 million impairment on the indefinite lived intangible asset.

During the six month period ended March 31, 2024, the Company and the HPC segment identified a triggering event attributable to a change in brand strategy for a non-core tradename, resulting in recognition of a $ 4.0 million impairment on the indefinite intangible assets.

Amortization expense from the intangible assets for the three month periods ended March 31, 2024 and April 2, 2023 was $ 11.1 million and $ 10.5 million, respectively;

and for the six month periods ended March 31, 2024 and April 2, 2023 was $ 22.2 million and $ 20.9 million, respectively.

During the nine month period ended June 30, 2024, the Company and H&G segment identified a triggering event for our Rejuvenate® tradename attributable to a loss of a key distribution expansion opportunity resulting in a significant shift in the projected distribution strategy that reduced the anticipated near-term sales opportunities and expectations, resulting in the recognition of a $ 39.0 million impairment on the indefinite lived intangible asset.

Additionally, the Company and the HPC segment identified a triggering event attributable to a change in brand strategy for a non-core tradename, resulting in recognition of a $ 4.0 million impairment on the indefinite intangible assets.

Amortization expense from the intangible assets for the three month periods ended June 30, 2024 and July 2, 2023 was $ 11.1 million and $ 10.5 million, respectively, and for the nine month periods ended June 30, 2024 and July 2, 2023 was $ 33.4 million and $ 31.4 million, respectively.

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

2 unchanged sentences

Debt with external lenders consists of the following:

March 31, 2024 September 30, 2023

June 30, 2024 September 30, 2023

(in millions) Amount Rate Amount Rate

Spectrum Brands Inc.

3.375 % Exchangeable Notes, due June 1, 2029

$ 350.0 3.4 % $ — — %

4.00 % Notes, due October 1, 2026

7 unchanged sentences

Obligations under finance leases 82.3 5.3 % 86.4 5.3 %

Total Spectrum Brands, Inc.

debt 1,400.5 1,573.9

Total debt 578.4 1,573.9

Debt issuance costs ( 17.9 ) ( 18.4 )

2 unchanged sentences

SPECTRUM BRANDS HOLDINGS, INC.

SB/RH HOLDINGS, LLC

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

2 unchanged sentences

Credit Agreement

On October 19, 2023, SBI and SB/RH entered into the Second Amended and Restated Credit Agreement (the “Credit Agreement”), by and among the Company, SB/RH Holdings, Royal Bank of Canada, as the administrative agent, and the lenders party thereto from time to time.

On October 19, 2023, Spectrum Brands, Inc.

("SBI"), a wholly-owned subsidiary of Spectrum Brands, Holdings, Inc.

("SBH"), and SB/RH Holdings, LLC, a wholly-owned subsidiary of Spectrum Brands Holdings, Inc.

and parent to SBI, entered into the Second Amended and Restated Credit Agreement (the “Credit Agreement”), by and among the Company, SB/RH Holdings, LLC, Royal Bank of Canada, as the administrative agent, and the lenders party thereto.

The proceeds of the Credit Agreement will be used for working capital needs and other general corporate purposes.

11 unchanged sentences

The multi-currency tranche (if funded in Pounds Sterling) will bear interest at a rate per annum equal to the SONIA, plus a margin ranging between 1.00 % to 2.00 % per annum (based on certain total net leverage ratios specified in the Credit Agreement).

During the six month period ended March 31, 2024, the Company incurred $ 4.0 million in fees in connection with the closing of the Credit Agreement, with $ 3.2 million in fees capitalized and amortized as debt issuance costs over the term of the Credit Agreement.

As of March 31, 2024, the Company's Revolver Facility has a borrowing availability of $ 490.3 million, net of outstanding letters of credit of $ 9.7 million.

During the nine month period ended June 30, 2024, the Company incurred $ 4.0 million in fees in connection with the closing of the Credit Agreement, with $ 3.2 million in fees capitalized and amortized as debt issuance costs over the term of the Credit Agreement.

As of June 30, 2024, the Company's Revolver Facility has a borrowing availability of $ 490.4 million, net of outstanding letters of credit of $ 9.6 million.

Exchangeable Senior Notes

On May 23, 2024, SBI completed its offering of $ 350.0 million principal amount of 3.375 % Exchangeable Senior Notes due 2029 (the “Exchangeable Notes”), which are unconditionally guaranteed jointly and severally, on a senior unsecured basis by SBH and, subject to certain exceptions, each of SBI's existing and future domestic subsidiaries that guarantee other debt securities issued by SBI or SBH in the form of senior unsecured notes or convertible or exchangeable notes..

The Notes are governed by the terms of the indenture, dated as of May 23, 2024, among the Company, the guarantors party thereto and U.S.

Bank Trust Company, National Association, as trustee.

The Exchangeable Notes will mature on June 1, 2029, unless earlier repurchased, redeemed or converted.

The Exchangeable Notes are senior unsecured obligations of the Company with interest payable semiannually June 1 and December 1 of each year, beginning on December 1, 2024.

Proceeds from the issuance were used to fund a $ 50.0 million share repurchase of SBH's common stock, to pay $ 25.2 million in premiums on the Capped Calls (as described below) and other general company needs.

Holders may convert their notes at their option at any time after the close of business on the business day immediately preceding March 1, 2029 under the following circumstances:

• During any calendar quarter (and only during such calendar quarter) beginning after September 30, 2024, if, the last reported sale price per share of SBH’s common stock exceeds 130 % of the applicable conversion price on each applicable trading day for at least 20 trading days in the period of the 30 consecutive trading day period ending on, and including, the last trading day of the immediately preceding calendar quarter;

• During the five business day period after any ten consecutive trading day period in which, for each day of that period, the trading price per $1,000 principal amount of the Exchangeable Notes for such trading day was less than 98 % of the product of the last reported sale price of SBH’s common stock and the applicable conversion rate on such trading day;

• The Company issues to common stockholders any rights, options, or warrants, entitling them to purchase shares of common stock at a price per share less than the average closing sale price of 10 consecutive trading days, or the Company’s election to make a distribution to common stockholders exceeding 10% of the previous day’s closing sale price;

• Upon the occurrence of specified corporate events, as set forth in the indenture governing the Exchangeable Notes;

• Prior to the related redemption date if the Company calls the Exchangeable Notes for redemption.

On or after March 1, 2029, until the close of business on the scheduled trading day immediately preceding the maturity date, holders may convert all or a portion of their Exchangeable Notes, in multiples of $1,000 principal amount, at any time, regardless of the foregoing circumstances.

The conversion rate for the Exchangeable Notes is 8.2060 shares of common stock per $1,000 principal amount of notes (which is equal to an initial conversion price of approximately $ 121.86 per share of SBH’s common stock), subject to adjustment as set forth in the Indenture.

Upon conversion, the Company will pay cash up to the aggregate principal amount of the notes to be converted and pay or deliver, as the case may be, cash, common stock or a combination of cash and common stock, at the Company’s election, in respect of the remainder, if any, of the Company’s conversion obligation in excess of the aggregate principal amount of the notes being converted.

If a make-whole adjustment event, as described in the Indenture, occurs and a holder elects to convert its Exchangeable Notes in connection with such make-whole adjustment event, such holder may be entitled to an increase in the conversion rate as described in the Indenture.

SPECTRUM BRANDS HOLDINGS, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(in millions, unaudited)

NOTE 8 - DEBT (continued)

The Exchangeable Notes will be redeemable, in whole or in part, at the Company’s option at any time, and from time to time, on or after June 7, 2027 if the notes are freely tradeable and on or before the 41 st scheduled trading day immediately before the maturity date, if the last reported sale price per share of the SBH’s common stock exceeds 130 % of the conversion price then in effect for at least 20 of any 30 consecutive trading day period ending on, and including, the trading day immediately before the date the Company sends the related redemption notice at a redemption price equal to 100 % of the principal amount of the Exchangeable Notes to be redeemed, plus accrued and unpaid interest to, but excluding the redemption date.

Upon the occurrence of certain fundamental changes involving the Company, holders of the Exchangeable Notes may require the Company to repurchase for cash all or part of their Exchangeable Notes at a repurchase price equal to 100 % of the principal amount of the Exchangeable Notes to be repurchased, plus accrued and unpaid interest.

The Company incurred $ 11.8 million in fees and expenses in connection with the issuance of the Exchangeable Notes which were capitalized as debt issuance costs and will be amortized over the term of the Exchangeable Notes.

Since the issuance of the Exchangeable Notes, the conditions allowing holders of the Exchangeable Notes to convert have not been met.

The Exchangeable Notes were therefore not convertible as of June 30, 2024, and were classified as long-term debt on the Company’s Condensed Consolidated Statement of Financial Position.

Capped Call Transactions

In connection with the issuance of the Exchangeable Notes, the Company entered into capped call transactions with certain financial institutions (“Capped Calls”).

The Capped Calls each have an initial strike price of approximately $ 121.86 per share, subject to certain adjustments, which corresponds to the initial conversion price of the Exchangeable Notes.

The Capped Calls have initial cap prices of $ 159.36 per share, subject to certain adjustments.

The Capped Calls are expected to partially offset the potential dilution to the Company’s common stock upon any conversion of the Exchangeable Notes, with such offset subject to a cap based on the cap price.

The Capped Calls cover, subject to anti-dilution adjustments, approximately 0.7 million shares of SBH’s common stock.

The Capped Calls will expire upon the maturity of the Exchangeable Notes.

The Company used $ 25.2 million of the net proceeds from the offering of the Exchangeable Notes to pay premiums on the Capped Calls.

The Capped Calls are separate transactions entered into by us with the counterparties, and not part of the terms of the Exchangeable Notes and do not change the holders’ rights under the Exchanges Notes.

The capped call transactions do not meet the criteria for separate accounting as a derivative as they meet the criteria for equity classification, and the capped call transaction premiums are recorded as a reduction to Additional Paid-In Capital within Shareholders’ Equity, net of deferred income taxes.

Tendered Notes and Redemption of 2026 Notes

On May 20, 2024, the Company commenced a cash tender offer (the “Tender Offer”) by its wholly-owned subsidiary, SBI, of up to an aggregate principal amount of its outstanding 4.00 % Senior Notes due 2026 (the “2026 Notes”), the 5.00 % Senior Notes due 2029 (the “2029 Notes”) and the 5.50 % Senior Notes due 2030 (the “2030 Notes”), and a tender offer for the 3.875 % Notes Senior Notes due 2031 (the “2031 Notes”) (collectively, the “Tendered Notes”) that may be purchased for an combined aggregate purchase price of up to $ 925.0 million (including accrued and unpaid interest) with discretion to upsize the Tender Offer.

On June 3, 2024, the Company received the early tender results and amended the Tender Offer to increase the previously announced maximum tender offer from $ 925.0 million to $ 1,160.5 million (including accrued and unpaid interest).

On June 18, 2024, the Company completed the cash tender offer of the Tendered Notes, with cash paid for the 2026 Notes on June 17, 2024.

Additionally, on June 17, 2024, the Company notified the trustee of the 2026 Notes that it would redeem the remaining aggregate principal amount, which was subsequently paid on June 20, 2024, at a redemption price equal to 100.667 % of the principal amount, plus accrued and unpaid interest, resulting in the full redemption of the 2026 Notes.

The following summarizes the results of the cash tender of the Tendered Notes and full redemption of the 2026 Notes, excluding amounts paid for unpaid and accrued interest, including the write-off of unamortized debt issuance costs and the (gain) loss on early extinguishment realized during the three and nine month period ended June 30, 2024:

(in millions) Amounts Tendered Amounts Paid Premium (Discount) Realized Unamortized Debt Issuance Costs Loss (Gain) on Early Extinguishment

4.00 % Notes, due October 1, 2026

$ 462.0 $ 462.1 $ 0.1 $ 2.2 $ 2.3

5.00 % Notes, due October 1, 2029

284.2 284.2 — 2.9 2.9

5.50 % Notes, due July 15, 2030

142.5 142.5 — 2.0 2.0

3.875 % Notes, due March 15, 2031

285.7 277.7 ( 8.0 ) 3.0 ( 5.0 )

Total $ 1,174.4 $ 1,166.5 $ ( 7.9 ) $ 10.1 $ 2.2

In connection with the Tender Offer, the Company solicited consents (the “Consent Solicitation”) from the respective holders of the indentures governing the 2026 Notes, the 2029 Notes and the 2030 Notes (collectively, the “Consent Notes”) for certain proposed amendments with respect to each series of Consent Notes.

The Company did not solicit any consents from the holders of the 2031 Notes.

The proposed amendments required the requisite consents applicable to each series of Consent Notes and amended the indenture for each of the Consent Notes.

Following the receipt of the requisite consents with respect to each series of Consent Notes, the Company entered into (i) supplemental indenture, dated as of June 4, 2024 (the “2026 Supplemental Indenture”), by and among the Company, the guarantors party thereto (the “Guarantors”), U.S.

Bank Trust Company, National Association (as successor to U.S.

Bank National Association), as trustee (the “Trustee”), Elavon Financial Services DAC, UK Branch, as paying agent and Elavon Financial Services DAC, as registrar and transfer agent, relating to the 2026 Notes, (ii) supplemental indenture, dated as of June 4, 2024 (the “2029 Supplemental Indenture”), by and among the Company, the Guarantors and the Trustee, relating to the 2029 Notes and (iii) supplemental indenture, dated as of June 4, 2024 (the “2030 Supplemental Indenture” and, together with the 2026 Supplemental Indenture and 2029 Supplemental Indenture, the “Supplemental Indentures”), by and among the Company, the Guarantors and the Trustee, relating to the 2030 Notes, to effect the proposed amendments.

The Supplemental Indentures shorten the notice periods for the redemption of the Consent Notes and eliminate substantially all of the restrictive covenants and certain events of default under each indenture governing the Consent Notes, among other things.

SPECTRUM BRANDS HOLDINGS, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(in millions, unaudited)

NOTE 8 - DEBT (continued)

Additionally, Spectrum Brands Holdings, Inc.

has agreed to irrevocably and unconditionally guarantee the 2031 Notes pursuant to a guarantee agreement, dated as of June 20, 2024, in favor of the holders of the 2031 Notes, the Company and U.S.

Bank Trust Company, National Association (as successor to U.S.

Bank National Association), as trustee.

Debt Repurchase

During the six month period ended March 31, 2024, the Company repurchased Senior Notes on the open market, at a discount, which are ultimately retired upon receipt.

During the nine month period ended June 30, 2024, the Company repurchased Senior Notes on the open market, at a discount, which are ultimately retired upon receipt.

The repurchase of the Company's debt obligations are treated as an extinguishment, with any realized discount recognized as a gain from debt repurchase on the Company's Condensed Consolidated Statements of Income, net any write-off of related deferred financing costs.

For the six month period ended March 31, 2024, the Company repurchased $ 180.1 million of outstanding Senior Notes, consisting of $ 8.1 million of the 5.00 % Senior Notes due October 1, 2029, $ 132.8 million of the 5.50 % Senior Notes due July 15, 2030, and $ 39.2 million of the 3.875 % Senior Notes, due March 15, 2031.

As a result of repurchasing outstanding debt notes during the six month period ended March 31, 2024, there was a gain of $ 4.7 million related to realized gain on the settlement of the obligations recorded, net write-off from associated deferred issuance costs.

For the nine month period ended June 30, 2024, the Company repurchased $ 180.1 million of outstanding Senior Notes, consisting of $ 8.1 million of the 5.00 % Senior Notes due October 1, 2029, $ 132.8 million of the 5.50 % Senior Notes due July 15, 2030, and $ 39.2 million of the 3.875 % Senior Notes, due March 15, 2031.

As a result of repurchasing outstanding debt notes during the nine month period ended June 30, 2024, there was a gain of $ 4.7 million related to realized gain on the early extinguishment of the obligations recorded, net of the write-off from associated deferred issuance costs of $ 2.5 million.

NOTE 9 – DERIVATIVES

7 unchanged sentences

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

At March 31, 2024, the Company had a series of foreign exchange derivative contracts outstanding through September 2025.

At June 30, 2024, the Company had a series of foreign exchange derivative contracts outstanding through March 2026.

The derivative net loss estimated to be reclassified from AOCI into earnings over the next 12 months is $ 1.4 million, net of tax.

At March 31, 2024 and September 30, 2023, the Company had foreign exchange derivative contracts designated as cash flow hedges with a notional value of $ 324.8 million and $ 320.2 million, respectively.

SPECTRUM BRANDS HOLDINGS, INC.

SB/RH HOLDINGS, LLC

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(in millions, unaudited)

NOTE 9 – DERIVATIVES (continued)

The following table summarizes the impact of designated cash flow hedges and the pre-tax gain (loss) recognized in the Condensed Consolidated Statements of Income for the three and six month periods ended March 31, 2024 and April 2, 2023, respectively:

At June 30, 2024 and September 30, 2023, the Company had foreign exchange derivative contracts designated as cash flow hedges with a notional value of $ 339.5 million and $ 320.2 million, respectively.

The following table summarizes the impact of designated cash flow hedges and the pre-tax gain (loss) recognized in the Condensed Consolidated Statements of Income for the three and nine month periods ended June 30, 2024 and July 2, 2023, respectively:

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

For the three month periods ended (in millions)

March 31, 2024 April 2, 2023 Line Item March 31, 2024 April 2, 2023

June 30, 2024 July 2, 2023 Line Item June 30, 2024 July 2, 2023

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

2 unchanged sentences

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

For the six month periods ended (in millions)

March 31, 2024 April 2, 2023 Line Item March 31, 2024 April 2, 2023

For the nine month periods ended (in millions)

June 30, 2024 July 2, 2023 Line Item June 30, 2024 July 2, 2023

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

3 unchanged sentences

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

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

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

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

The gain or loss on the derivative hedge contracts is recorded in earnings as an offset to the change in value of the related liability or asset at each period end.

At March 31, 2024, the Company had a series of forward exchange contracts outstanding through April 2024.

At March 31, 2024 and September 30, 2023, the Company had $ 690.8 million and $ 671.5 million, respectively, of notional value of such foreign exchange derivative contracts outstanding.

The following summarizes the gain (loss) realized from derivative instruments not designated as hedges for accounting purposes on the accompanying Condensed Consolidated Statements of Income for the three and six month periods ended March 31, 2024 and April 2, 2023, pre-tax:

Three Month Periods Ended Six Month Periods Ended

(in millions) Line Item March 31, 2024 April 2, 2023 March 31, 2024 April 2, 2023

At June 30, 2024, the Company had a series of forward exchange contracts outstanding through July 2024.

At June 30, 2024 and September 30, 2023, the Company had $ 289.6 million and $ 671.5 million, respectively, of notional value of such foreign exchange derivative contracts outstanding.

The following summarizes the gain (loss) realized from derivative instruments not designated as hedges for accounting purposes on the accompanying Condensed Consolidated Statements of Income for the three and nine month periods ended June 30, 2024 and July 2, 2023, pre-tax:

Three Month Periods Ended Nine Month Periods Ended

(in millions) Line Item June 30, 2024 July 2, 2023 June 30, 2024 July 2, 2023

Foreign exchange contracts Other non-operating expense, net $ ( 6.8 ) $ ( 7.8 ) $ ( 14.4 ) $ ( 30.2 )

SPECTRUM BRANDS HOLDINGS, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(in millions, unaudited)

NOTE 9 – DERIVATIVES (continued)

Fair Value of Derivative Instruments

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

(in millions) Line Item March 31, 2024 September 30, 2023

(in millions) Line Item June 30, 2024 September 30, 2023

Derivative Assets

11 unchanged sentences

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

The Company considers these exposures when measuring its credit reserve on its derivative assets, which were not significant as of March 31, 2024.

The Company considers these exposures when measuring its credit reserve on its derivative assets, which were not significant as of June 30, 2024.

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

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

As of March 31, 2024 and September 30, 2023, there was no cash collateral outstanding and no posted standby letters of credit related to such liability positions.

SPECTRUM BRANDS HOLDINGS, INC.

SB/RH HOLDINGS, LLC

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(in millions, unaudited)

NOTE 9 – DERIVATIVES (continued)

As of June 30, 2024 and September 30, 2023, there was no cash collateral outstanding and no posted standby letters of credit related to such liability positions.

Net Investment Hedge

Spectrum Brands, Inc.

has € 425.0 million aggregate principal amount of 4.00 % Notes designated as a non-derivative economic hedge, or net investment hedge, of the translation of the Company’s net investments in Euro denominated subsidiaries at the time of issuance.

SBI had € 425.0 million aggregate principal amount of 4.00 % Notes, due October 1, 2026 (the "2026 Notes"), designated as a non-derivative economic hedge, or net investment hedge, of the translation of the Company’s net investments in Euro denominated subsidiaries at the time of issuance.

The hedge effectiveness is measured on the beginning balance of the net investment and re-designated every three months.

Any gains and losses attributable to the translation of the Euro denominated debt designated as net investment hedge are recognized as a component of foreign currency translation within AOCI, and gains and losses attributable to the translation of the undesignated portion are recognized as foreign currency translation gains or losses within Other Non-Operating Expense (Income).

Net gains or losses from the net investment hedge are reclassified from AOCI into earnings upon a liquidation event or deconsolidation of Euro denominated subsidiaries.

As of March 31, 2024, the full principal amount was designated as a net investment hedge and considered fully effective.

The following summarizes the unrealized gain (loss) from the net investment hedge recognized in Other Comprehensive Income for the three and six month periods ended March 31, 2024 and April 2, 2023, pre-tax:

Three Month Periods Ended Six Month Periods Ended

Unrealized Gain (Loss) in OCI (in millions) March 31, 2024 April 2, 2023 March 31, 2024 April 2, 2023

Any gains and losses attributable to the translation of the Euro denominated debt designated as net investment hedge are recognized as a component of foreign currency translation adjustment within AOCI, and gains and losses attributable to the translation of the undesignated portion are recognized as foreign currency translation gains or losses within Other Non-Operating Expense (Income).

Net unrealized gains or losses from the net investment hedge are reclassified from AOCI into earnings upon a liquidation event or deconsolidation of Euro denominated subsidiaries.

Effective June 20, 2024, the net investment hedge is no longer outstanding due to the full redemption of the 2026 Notes.

See Note 8 – Debt for additional detail.

The cumulative unrealized gain of $ 11.9 million related to the net investment hedge will remain in AOCI until a liquidation event or deconsolidation of the underlying Euro denominated subsidiaries.

The following summarizes the unrealized gain (loss) from the net investment hedge recognized in Other Comprehensive Income for the three and nine month periods ended June 30, 2024 and July 2, 2023, pre-tax:

Three Month Periods Ended Nine Month Periods Ended

Unrealized (Loss) Gain in OCI (in millions) June 30, 2024 July 2, 2023 June 30, 2024 July 2, 2023

Net investment hedge $ ( 3.5 ) $ 1.8 $ ( 13.2 ) $ ( 44.6 )

1 unchanged sentence

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

The carrying value and estimated fair value of financial instruments as of March 31, 2024 and September 30, 2023 according to the fair value hierarchy are as follows:

March 31, 2024 September 30, 2023

The carrying value and estimated fair value of financial instruments as of June 30, 2024 and September 30, 2023 according to the fair value hierarchy are as follows:

June 30, 2024 September 30, 2023

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

11 unchanged sentences

SPECTRUM BRANDS HOLDINGS, INC.

SB/RH HOLDINGS, LLC

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

2 unchanged sentences

Share Repurchases

The following summarizes the activity of common stock repurchases for the three and six month periods ended March 31, 2024.

There was no repurchase activity for the three and six month periods ended April 2, 2023.

March 31, 2024

The following summarizes the activity of common stock repurchases for the three and nine month periods ended June 30, 2024 and July 2, 2023.

June 30, 2024 July 2, 2023

Three Month Periods Ended

(in millions except per share data)

Repurchased Average

Per Share Amount

Open Market Purchases 1.1 $ 86.22 $ 92.2 — $ — $ —

March 31, 2024

Six Month Periods Ended (in millions except per share data) Number of

Private Purchases 0.5 93.74 50.0 — — —

ASR — — — 5.3 74.86 400.0

Total Purchases 1.6 $ 88.72 $ 142.2 5.3 $ 74.86 $ 400.0

June 30, 2024 July 2, 2023

Nine Month Periods Ended (in millions except per share data)

Repurchased Average

Per Share Amount Number of

Repurchased Average

Per Share Amount

Open Market Purchases 5.6 $ 77.48 $ 432.7 — $ — $ —

Private Purchases 0.5 93.74 50.0 — — —

ASR 1.3 65.84 83.2 5.3 74.86 400.0

Total Purchases 7.4 $ 76.66 $ 565.9 5.3 $ 74.86 $ 400.0

During the six month period ended March 31, 2024, SBH entered into a $ 200.0 million rule 10b5-1 repurchase plan to facilitate daily market share repurchases through November 15, 2024, until the cap is reached or until the plan is terminated.

As of March 31, 2024, there has been $ 108.7 million repurchased pursuant to the 10b5-1 repurchase plan.

During the nine month period ended June 30, 2024, the Company entered into a $ 200.0 million rule 10b5-1 repurchase plan to facilitate daily market share repurchases through November 15, 2024, until the cap is reached or until the plan is terminated.

On May 20, 2024 this plan was terminated with a total of 1.9 million shares repurchased for $ 156.0 million.

On May 20, 2024, the Company announced a new $ 500 million common stock repurchase program authorized by its Board of Directors, replacing the Company's previously approved share repurchase program of $ 1.0 billion.

As part of the approved stock repurchase program, the Company purchased $ 50.0 million of Common Stock concurrent with the pricing of the offering of the Exchangeable Notes in privately negotiated transactions effected through one of the initial purchasers and/or its affiliates, at market price.

Purchases under the program may be made in the open market or in privately negotiated transactions from time to time at management’s discretion.

The repurchase program may be suspended or discontinued at any time.

On June 20, 2023, the Company entered into an accelerated share repurchase agreement (the “ASR Agreement”) with a third-party financial institution to repurchase an aggregate of $ 500.0 million of the Company’s common stock, par value $ 0.01 per share.

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

The Company funded the share repurchases under the ASR Agreement with cash on-hand following the closing of the sale of the Company’s HHI segment.

Pursuant to the agreement, the Company paid $ 500.0 million to the financial institution at inception of the agreement and took delivery of 5.3 million shares, which represented 80 % of the total shares the company expected to receive based on the market price at the time of the initial delivery.

2 unchanged sentences

Upon initial receipt of the shares, there was an immediate reduction in the weighted average common shares calculation for basic and diluted earnings per share.

On November 21, 2023, the Company closed and settled the ASR resulting in an additional delivery of 1.3 million shares, with a fair value of $ 83.2 million.

On November 21, 2023, the Company closed and settled the ASR resulting in an additional delivery of 1.3 million shares during the nine month period ended June 30, 2024, with a fair value of $ 83.2 million.

The total number of shares repurchased under the ASR program was 6.6 million at an average cost per share of $ 75.67 , based on the volume-weighted average share price of the Company’s common stock during the calculation period of the ASR program, less the applicable contractual discount.

SPECTRUM BRANDS HOLDINGS, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(in millions, unaudited)

NOTE 12 – SHARE BASED COMPENSATION

The following is a summary of share based compensation expense included in Selling, General & Administrative on the Company's Condensed Consolidated Statements of Income for the three and six month periods ended March 31, 2024 and April 2, 2023 for SBH and SB/RH, respectively.

Three Month Periods Ended Six Month Periods Ended

(in millions) March 31, 2024 April 2, 2023 March 31, 2024 April 2, 2023

SBH $ 4.5 $ 4.5 $ 8.4 $ 7.7

SB/RH 4.1 4.0 7.8 7.1

The following is a summary of share based compensation expense included in Selling, General & Administrative on the Company's Condensed Consolidated Statements of Income for the three and nine month periods ended June 30, 2024 and July 2, 2023:

Three Month Periods Ended Nine Month Periods Ended

(in millions) June 30, 2024 July 2, 2023 June 30, 2024 July 2, 2023

Share based compensation expense $ 4.5 $ 4.8 $ 12.9 $ 12.5

The Company recognizes share based compensation expense from the issuance of Restricted Stock Units (“RSUs”), primarily under its Long-Term Incentive Plan ("LTIP").

9 unchanged sentences

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

SPECTRUM BRANDS HOLDINGS, INC.

SB/RH HOLDINGS, LLC

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(in millions, unaudited)

NOTE 12 – SHARE BASED COMPENSATION (continued)

The following is a summary of RSU grants issued during the six month period ended March 31, 2024:

The following is a summary of RSU grants issued during the nine month period ended June 30, 2024:

(in millions, except per share data) Units Weighted

Fair Value Fair

Date Units Weighted

Fair Value Fair

Time-based grants

4 unchanged sentences

Total grants 0.45 68.18 $ 30.8

SPECTRUM BRANDS HOLDINGS, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(in millions, unaudited)

NOTE 13 – ACCUMULATED OTHER COMPREHENSIVE INCOME

The change in the components of AOCI for the six month period ended March 31, 2024, was as follows:

The change in the components of AOCI for the nine month period ended June 30, 2024, was as follows:

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

17 unchanged sentences

Balance at March 31, 2024 ( 198.4 ) 2.0 ( 34.8 ) ( 231.2 )

Other comprehensive (loss) income before reclassification ( 11.2 ) 1.6 — ( 9.6 )

Net reclassification for loss to income from continuing operations — 2.4 0.2 2.6

Other comprehensive (loss) income before tax ( 11.2 ) 4.0 0.2 ( 7.0 )

Deferred tax effect 0.8 ( 1.4 ) ( 0.1 ) ( 0.7 )

Other comprehensive (loss) income, net of tax ( 10.4 ) 2.6 0.1 ( 7.7 )

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

Other comprehensive (loss) income attributable to controlling interest ( 10.4 ) 2.6 0.1 ( 7.7 )

Balance at June 30, 2024 $ ( 208.8 ) $ 4.6 $ ( 34.7 ) $ ( 238.9 )

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

(in millions) Three Month Period Ended March 31, 2024 Six Month Period Ended March 31, 2024

(in millions) Three Month Period Ended June 30, 2024 Nine Month Period Ended June 30, 2024

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

1 unchanged sentence

Cost of goods sold ( 2.5 ) — ( 2.5 ) ( 12.5 ) — ( 12.5 )

Other non-operating expense (income), net — ( 0.2 ) ( 0.2 ) — ( 0.4 ) ( 0.4 )

Other non-operating (income) expense, net — ( 0.2 ) ( 0.2 ) — ( 0.6 ) ( 0.6 )

SPECTRUM BRANDS HOLDINGS, INC.

SB/RH HOLDINGS, LLC

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1 unchanged sentence

NOTE 13 – ACCUMULATED OTHER COMPREHENSIVE INCOME (continued)

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

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

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

20 unchanged sentences

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

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

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

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

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

Deferred tax effect ( 0.4 ) 0.8 — 0.4

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

Deconsolidation of discontinued operations 26.6 — ( 0.5 ) 26.1

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

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

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

Deconsolidation of discontinued operations 0.7 — — $ 0.7

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

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

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

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

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

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

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

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

2 unchanged sentences

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

SPECTRUM BRANDS HOLDINGS, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(in millions, unaudited)

NOTE 14 – INCOME TAXES

The effective tax rate for the three and six month periods ended March 31, 2024 and April 2, 2023, was as follows:

Three Month Periods Ended Six Month Periods Ended

Effective tax rate March 31, 2024 April 2, 2023 March 31, 2024 April 2, 2023

SBH 33.8 % 31.7 % 36.0 % 29.0 %

SB/RH 33.7 % 31.2 % 35.5 % 28.7 %

The estimated annual effective tax rate applied to the three and six month periods ended March 31, 2024, differs from the US federal statutory rate of 21 % principally due to income earned outside the U.S.

The effective tax rate for the three and nine month periods ended June 30, 2024 and July 2, 2023, was as follows:

Three Month Periods Ended Nine Month Periods Ended

June 30, 2024 July 2, 2023 June 30, 2024 July 2, 2023

54.0 % ( 8.8 ) % 41.1 % 10.3 %

The estimated annual effective tax rate applied to the three and nine month periods ended June 30, 2024, differs from the US federal statutory rate of 21 % principally due to income earned outside the U.S.

that is subject to U.S.

4 unchanged sentences

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

As of March 31, 2024 and September 30, 2023, there was $ 88.7 million and $ 77.8 million of U.S.

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

SPECTRUM BRANDS HOLDINGS, INC.

SB/RH HOLDINGS, LLC

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(in millions, unaudited)

During the three and nine month periods ended June 30, 2024, the Company recorded a discrete $ 4.1 million tax expense related to U.S.

return to provision differences, primarily from changes in estimates of the utilization of foreign tax credits subject to a valuation allowance.

NOTE 15 – COMMITMENTS AND CONTINGENCIES

5 unchanged sentences

We have not conducted invasive testing at all sites and locations and have identified an environmental remediation liability to the extent such remediation requirements have been identified and are considered estimable.

As of March 31, 2024, there was an environmental remediation liability of $ 4.9 million, with $ 1.1 million included in Other Current Liabilities and $ 3.8 million included in Other Long-Term Liabilities on the Condensed Consolidated Statements of Financial Position.

As of June 30, 2024, there was an environmental remediation liability of $ 4.6 million, with $ 0.9 million included in Other Current Liabilities and $ 3.7 million included in Other Long-Term Liabilities on the Condensed Consolidated Statements of Financial Position.

As of September 30, 2023, there was an environmental remediation liability of $ 5.4 million, with $ 1.5 million included in Other Current Liabilities and $ 3.9 million included in Other Long-Term Liabilities on the Condensed Consolidated Statements of Financial Position.

3 unchanged sentences

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

As of March 31, 2024 and September 30, 2023, the Company recognized $ 2.6 million and $ 3.0 million, respectively, in product liability, included in Other Current Liabilities on the Condensed Consolidated Statements of Financial Position.

As of June 30, 2024 and September 30, 2023, the Company recognized $ 2.3 million and $ 3.0 million, respectively, in product liability, included in Other Current Liabilities on the Condensed Consolidated Statements of Financial Position.

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

2 unchanged sentences

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

The Company recognized $ 0.2 million and $ 0.3 million of warranty accruals as of March 31, 2024 and September 30, 2023, included in Other Current Liabilities on the Condensed Consolidated Statements of Financial Position.

The Company recognized $ 0.2 million and $ 0.3 million of warranty accruals as of June 30, 2024 and September 30, 2023, included in Other Current Liabilities on the Condensed Consolidated Statements of Financial Position.

Product Safety Recalls.

3 unchanged sentences

Certain products were remediated through the issuance of replacement parts and did not require a full recall of the affected product, with costs included to facilitate the remediation, rework and related shipping and handling.

During the three month period ended March 31, 2024, the Company was required by the CPSC to reissue a recall that was previously remediated through the issuance of a replacement part in accordance with previously agreed-up remediation plans with the CPSC, expanding the requirements to issue a complete recall of the affected product.

During the nine month period ended June 30, 2024, the Company was required by the CPSC to reissue a recall that was previously remediated through the issuance of a replacement part in accordance with previously agreed-up remediation plans with the CPSC, expanding the requirements to issue a complete recall of the affected product.

As a result, the reissued recall resulted in the recognition of incremental costs and reserves to address inventory returns from customers, write-off of the affected inventory, consumer refunds and other costs to facilitate the reissued recall.

As a result, the Company recognized $ 6.2 million and $ 6.0 million as of March 31, 2024 and September 30, 2023, respectively, in Other Current Liabilities on the Consolidated Statement of Financial Position associated with the estimated costs for the recalls.

Additionally, for certain products affected by the recalls, the Company has indemnification provisions that are contractually provided by third parties for the affected products and as a result the Company has also recognized $ 6.7 million and $ 7.1 million as of March 31, 2024 and September 30, 2023, respectively, in Other Receivables on the Condensed Consolidated Statement of Financial Position related to recovery from such indemnification provisions.

As a result, the Company recognized $ 5.6 million and $ 6.0 million as of June 30, 2024 and September 30, 2023, respectively, in Other Current Liabilities on the Condensed Consolidated Statement of Financial Position associated with the estimated costs for the recalls, including the incremental estimated product returns from customers associated with the recall.

Additionally, for certain products affected by the recalls, the Company has indemnification provisions that are contractually provided by third parties for the affected products and as a result the Company has also recognized $ 6.7 million and $ 7.1 million as of June 30, 2024 and September 30, 2023, respectively, in Other Receivables on the Condensed Consolidated Statement of Financial Position related to recovery from such indemnification provisions.

Representation and Warranty Insurance Proceeds.

2 unchanged sentences

During the year ended September 30, 2023, the Company submitted a claim under its representation and warranty insurance policies, seeking coverage for losses resulting from breaches of certain representations and warranties in the Acquisition Agreement.

During the three and six month periods ended March 31, 2024, the Company recognized a gain of $ 65.0 million on the Condensed Consolidated Statement of Income attributable to insurance proceeds received from its representation and warranty insurance policies.

As of March 31, 2024, the Company has recognized cash receipts of $ 50.0 million associated with the insurance proceeds and $ 15.0 million as Other Receivables on the Condensed Statement of Financial Position based on the settlement agreement for the remaining portion which was received in April 2024.

During the nine month period ended June 30, 2024, the Company recognized a gain of $ 65.0 million on the Condensed Consolidated Statement of Income attributable to insurance proceeds received from its representation and warranty insurance policies.

SPECTRUM BRANDS HOLDINGS, INC.

SB/RH HOLDINGS, LLC

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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NOTE 16 – SEGMENT INFORMATION

Net sales relating to the segments for the three and six month periods ended March 31, 2024 and April 2, 2023, are as follows:

Three Month Periods Ended Six Month Periods Ended

(in millions) March 31, 2024 April 2, 2023 March 31, 2024 April 2, 2023

Net sales relating to the segments for the three and nine month periods ended June 30, 2024 and July 2, 2023, are as follows:

Three Month Periods Ended Nine Month Periods Ended

(in millions) June 30, 2024 July 2, 2023 June 30, 2024 July 2, 2023

GPC $ 282.2 $ 272.3 $ 849.0 $ 846.5

12 unchanged sentences

• 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.

During the three and six month periods ended March 31, 2024 and April 2, 2023, the Company recognized non-cash expense due to the incremental value recognized as part of the Tristar Business acquisition on right of use operating leases with below market rent;

During the three and nine month periods ended June 30, 2024 and July 2, 2023, the Company recognized non-cash expense due to the incremental value recognized as part of the Tristar Business acquisition on right of use operating leases with below market rent;

• 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, when applicable.

During the three and six month period ended March 31, 2024, the Company recognized impairments of its Rejuvenate® and a non-core HPC tradename indefinite lived intangible assets, along with an impairment charge on a right of use operating lease asset associated with an HPC facility that was exited prior to end of its term.

See Note 7 - Goodwill and Intangibles, for further details.

During the three and six month period ended April 2, 2023, the Company recognized impairment of indefinite lived intangible assets for its Rejuvenate® and PowerXL® indefinite lived tradenames, along with an impairment on idle equipment associated with the early exit of a GPC warehouse lease and impairments on right of use operating lease assets associated with GPC and HPC facilities that were exited prior to the end of their term;

• Gain realized from proceeds received on the representation and warranties insurance policies associated with the Tristar Business acquisition.

Refer to Note 15 - Commitment and Contingencies in the Notes to the Condensed Consolidated Financial Statements included elsewhere in this Quarterly Report for further details;

During the three month period ended June 30, 2024, the Company recognized impairment charges on a right of use operating lease asset associated with a HPC facility that was exited prior to the end of its term.

See Note 6 - Property, Plant and Equipment, for further discussion.

During the nine month period ended June 30, 2024, the Company recognized impairments of its Rejuvenate® and a non-core HPC tradename indefinite lived intangible assets, along with impairment charges on right of use operating lease assets associated with HPC distribution facilities that were exited prior to end of its term.

See Note 7 - Goodwill and Intangibles and Note 6 - Property Plant and Equipment, for further discussion.

During the three and nine periods ended July 2, 2023, the Company recognized impairment of indefinite lived intangible assets for its Rejuvenate® and PowerXL® indefinite lived tradenames, along with an impairment on idle equipment associated with the early exit of a GPC warehouse lease and impairments on right of use operating lease assets associated with GPC and HPC facilities that were exited prior to the end of their term;

• Gain realized from proceeds received on the representation and warranties insurance policies associated with the Tristar Business acquisition realized during the nine month period ended June 30, 2024 .

Refer to Note 15 - Commitment and Contingencies for further details;

• Incremental reserves for non-recurring litigation or environmental remediation activity attributable to significant and unusual nonrecurring matters with no previous history or precedent.

During the three and six month periods ended March 31, 2024, such costs were directly attributable to legal costs incurred for the proceeds received from the representation and warranties insurance policies associated with the Tristar Business acquisition.

During the three and nine month periods ended June 30, 2024 and July 2, 2023, such costs were directly attributable to legal costs incurred for the proceeds received from the representation and warranties insurance policies associated with the Tristar Business acquisition.

Refer to Note 15 - Commitment and Contingencies for further details;

• Non-cash gain realized from the repurchase of debt obligations at a discount, net deferred financing costs, during the three and six month periods ended March 31, 2024;

• Gain or loss from the early extinguishment of debt realized through the repurchase or early redemption of outstanding debt obligations, net write-off of unamortized deferred debt issuance costs, during the three and nine month periods ended June 30, 2024 and July 2, 2023.

See Note 8 - Debt for further details;

• Incremental costs associated with the recognition of product recall costs incurred by the HPC segment in collaboration with the CPSC, initiated at the end of the year ended September 30 2022 and during the year ended September 30, 2023, resulting in the accrual and recognition of incremental costs for the recall, product returns from customers, write-off of inventory on hand, and other costs such as notification, shipping and handling, rework and destruction of affected products, and consumer refunds, as needed.

Such costs are not recurring and directly attributable to the recall event, excluding all other costs associated with product warranty and returns.

During the three month period ended March 31, 2024, the Company was required by the CPSC to reissue a previously issued recall to provide a cash refund to customers, resulting in the recognition of incremental costs and reserves See Note 15 - Commitments and Contingencies for further details;

See Note 15 - Commitments and Contingencies for further details;

• Unallocated shared costs reflect the costs associated with certain shared and center-led administrative functions such as information technology, human resources, finance and accounting, supply chain and commercial operations, supporting the HHI business during the period the Company owned and operated the business through the close of the HHI divestiture on June 20, 2023.

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With the close of the HHI divestiture on June 20, 2023, there is no adjustment recognized as such shared costs are mitigated through income from TSAs during the transition period post-separation, with subsequent restructuring initiatives to rightsize extraneous costs.

See Note 2 – Divestitures in Notes to the Condensed Consolidated Financial Statements, included elsewhere in this Quarterly Report for further details;

• Non-cash gain from the remeasurement in the contingent consideration liability associated with the Tristar Business acquisition during the six month period ended March 31, 2023;

See Note 2 – Divestitures for further details;

• Non-cash gain from the remeasurement in the contingent consideration liability associated with the Tristar Business acquisition during the nine month period ended July 2, 2023;

SPECTRUM BRANDS HOLDINGS, INC.

SB/RH HOLDINGS, LLC

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1 unchanged sentence

NOTE 16 - SEGMENT INFORMATION (continued)

• For the three and six month periods ended April 2, 2023, the impact from the early settlement of foreign currency cash flow hedges during the year ended September 30, 2022, resulting in 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 excluded gains intended to mitigate costs during the year ending September 30, 2023;

• For the three and nine month periods ended July 2, 2023, the impact from the early settlement of foreign currency cash flow hedges during the year ended September 30, 2022, resulting in 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 excluded gains intended to mitigate costs during the year ending September 30, 2023;

• Other adjustments are attributable to:

(1) key executive severance and other one-time compensatory costs;

and (2) non-recurring unusual insurable losses, including any the receipt of insurance proceeds or recovery realized.

Segment Adjusted EBITDA for the reportable segments for SBH for the three and six month periods ended March 31, 2024 and April 2, 2023, are as follows:

Three Month Periods Ended Six Month Periods Ended

and (2) non-recurring unusual insurable losses, including the receipt of related insurance proceeds.

Segment Adjusted EBITDA for the reportable segments for the three and nine month periods ended June 30, 2024 and July 2, 2023, are as follows:

Three Month Periods Ended Nine Month Periods Ended

(in millions)

March 31, 2024 April 2, 2023 March 31, 2024 April 2, 2023

June 30, 2024 July 2, 2023 June 30, 2024 July 2, 2023

GPC $ 56.7 $ 53.6 $ 171.8 $ 137.1

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Impairment of equipment and operating lease assets 5.1 3.6 5.6 8.1

Impairment of goodwill — 111.1 — 111.1

Impairment of intangible assets — 53.7 43.0 120.7

1 unchanged sentence

Legal and environmental 0.8 1.5 2.2 1.5

Gain from debt repurchase — — ( 4.7 ) —

Loss (gain) from early extinguishment of debt 2.2 8.6 ( 2.6 ) 8.6

HPC product recall 0.6 1.9 6.6 3.8

Unallocated shared costs — 5.3 — 18.1

Early settlement of foreign currency cash flow hedges — 1.3 — 3.9

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

Early settlement of foreign currency cash flow hedges — 0.7 — 4.6

Other ( 0.4 ) — 0.3 5.0

1 unchanged sentence

SPECTRUM BRANDS HOLDINGS, INC.

SB/RH HOLDINGS, LLC

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(in millions, unaudited)

NOTE 16 - SEGMENT INFORMATION (continued)

Segment Adjusted EBITDA for reportable segments for SB/RH for the three and six month periods ended March 31, 2024 and April 2, 2023, are as follows:

Three Month Periods Ended Six Month Periods Ended

(in millions)

March 31, 2024 April 2, 2023 March 31, 2024 April 2, 2023

GPC $ 62.3 $ 46.3 $ 115.1 $ 83.5

H&G 29.2 15.1 28.5 12.8

HPC 17.8 ( 1.9 ) 44.5 11.3

Total segment adjusted EBITDA 109.3 59.5 188.1 107.6

Corporate ( 3.2 ) 8.3 ( 9.0 ) 16.7

Interest expense 16.9 31.7 36.1 65.1

Depreciation 14.3 11.9 28.8 24.1

Amortization 11.1 10.5 22.2 20.9

Share based compensation 4.1 4.0 7.8 7.1

HHI divestiture and separation costs 0.8 1.4 2.1 2.9

HPC separation initiatives 2.8 1.1 3.1 3.5

Tristar integration — 4.0 — 9.7

Fiscal 2023 and 2022 restructuring 0.4 4.6 0.9 5.1

Global ERP transformation 3.9 3.3 6.9 4.9

Russia closing initiative — ( 0.1 ) — 2.8

Other project costs 0.1 6.5 0.1 11.9

Non-cash purchase accounting adjustments 0.5 0.5 0.9 0.9

Impairment of equipment and operating lease assets 0.5 4.2 0.5 4.5

Impairment of intangible assets 39.0 67.0 43.0 67.0

Representation and warranty insurance proceeds ( 65.0 ) — ( 65.0 ) —

Legal and environmental 0.3 — 1.5 —

Gain from debt repurchase — — ( 4.7 ) —

HPC product recall 6.7 1.6 6.0 1.9

Unallocated shared costs — 6.3 — 12.5

Early settlement of foreign currency cash flow hedges — 1.3 — 3.9

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

Other 0.1 0.6 0.6 5.0

Income (loss) from continuing operations before income taxes $ 76.0 $ ( 109.2 ) $ 106.3 $ ( 161.3 )

NOTE 17 – EARNINGS PER SHARE – SBH

The reconciliation of the numerator and denominator of the basic and diluted earnings per share calculation and the anti-dilutive shares for the three and six month periods ended March 31, 2024 and April 2, 2023, are as follows:

Three Month Periods Ended Six Month Periods Ended

NOTE 17 – EARNINGS PER SHARE

Diluted earnings per share is calculated using its weighted-average outstanding common shares including the dilutive effect of share-based awards, as determined under the treasury stock method, and the Exchangeable Notes, as determined under the net share settlement method.

From the time of the issuance of the Exchangeable Notes, the average market price of the Company’s common shares has been less than the initial conversion price, and consequently no shares have been included in diluted earnings per share for the conversion value of the Exchangeable Notes.

The reconciliation of the numerator and denominator of the basic and diluted earnings per share calculation and the anti-dilutive shares for the three and nine month periods ended June 30, 2024 and July 2, 2023, are as follows:

Three Month Periods Ended Nine Month Periods Ended

(in millions, except per share amounts)

March 31, 2024 April 2, 2023 March 31, 2024 April 2, 2023

June 30, 2024 July 2, 2023 June 30, 2024 July 2, 2023

Net income (loss) from continuing operations attributable to controlling interest $ 19.2 $ ( 172.4 ) $ 86.6 $ ( 287.7 )

Income from discontinued operations attributable to controlling interest, net of tax 11.0 21.4 22.7 40.7

Net income (loss) attributable to controlling interest $ 61.1 $ ( 53.7 ) $ 90.2 $ ( 74.6 )

(Loss) income from discontinued operations attributable to controlling interest, net of tax ( 13.1 ) 2,031.6 9.6 2,072.4

Net income attributable to controlling interest $ 6.1 $ 1,859.2 $ 96.2 $ 1,784.7

Weighted average shares outstanding – basic 28.9 40.4 31.0 40.7

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Weighted average number of anti-dilutive shares excluded from denominator — 0.2 — 0.1

SPECTRUM BRANDS HOLDINGS, INC.

SB/RH HOLDINGS, LLC

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(in millions, unaudited)

NOTE 18 – SUBSEQUENT EVENT

Pursuant to the License Agreement, the Company will license the B+D brand in North America, Latin America (excluding Brazil) and the Caribbean for four categories of household appliance:

beverage products, food preparation products, garment care products and cooking products.

The License Agreement does not renew if these targets are not satisfied.

The License Agreement also requires us to comply with maximum annual returns rates for products and promotional spending commitments, See Note 3 - Revenue Recognition for further detail on revenue concentration from B+D products.

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

What changed 10-Q

Item 1. Financial Statements