Spectrum Brands Holdings, Inc. 10-K

ITEM 9A. CONTROLS AND PROCEDURES Evaluation of Disclosure Controls and Procedures. An evaluation was performed under the supervision and participation of the Company’s management, including the Principal Executive Officer and Principal Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act), as of September 30, 2024. Based on that evaluation, the Company’s management, including the Principal Executive Officer and Principal Financial Officer, concluded that as of September 30, 2024, our disclosure controls and procedures were effective to provide reasonable assurance that the information required to be disclosed by us in this Annual Report on Form 10-K was reported within the time periods specified by SEC rules and regulations, and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow for timely decisions regarding the required disclosures. Notwithstanding the foregoing, there can be no assurance that the Company's controls and procedures will detect or uncover all failures of persons within the Company to disclose material information otherwise required to be set forth in the Company's periodic reports. There are inherent limitations to the effectiveness of any system of disclosure controls and procedures, including the possibility of human error and circumvention or overriding of the controls and procedures. Accordingly, even effective disclosure controls and procedures can only provide reasonable, not absolute, assurance of achieving their control objectives. Management’s Annual Report on Internal Control over Financial Reporting . The Company’s management is responsible for establishing and maintaining adequate internal control over financial reporting for the Company, as such term is defined in Exchange Act Rule 13a-15(f). Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Internal control over financial reporting includes those policies and procedures that: (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the Company’s assets; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of the financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures are being made only with proper authorizations; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. These inherent limitations are an intrinsic part of the financial reporting process. Therefore, although the Company's management is unable to eliminate this risk, it is possible to develop safeguards to reduce it. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. The Company’s management, under the oversight of the principal executive and principal financial officers, and Board of Directors, conducted an assessment of the effectiveness of our internal control over financial reporting based upon the framework issued by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control-Integrated Framework (2013) (COSO 2013 Framework). Based on this assessment, management has concluded that its internal control over financial reporting was effective as of September 30, 2024, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with U.S. GAAP. The Company's internal control over financial reporting as of September 30, 2024, has been audited by KPMG LLP, an independent registered public accounting firm, as stated in its attestation report, which is included herein. Changes in Internal Control Over Financial Reporting . The Company is in the process of implementing a new global enterprise resource planning (“ERP”) system, which will replace our existing operating and financial systems which will be implemented over the next several years. The implementation began with the pilot deployment in the fourth quarter of fiscal year 2023 and was limited to our GPC operations in Canada and Noblesville, Indiana. The implementation in other locations will continue over subsequent years. As the project continues, the Company continues to emphasize the maintenance of effective internal controls and assessment of the design and operating effectiveness of key control activities throughout development and deployment of each phase. Except as described above, there have been no changes in the Company's internal control over financial reporting (as defined in Rules 13a15(f) and 15d-15(f) under the Securities Exchange Act of 1934 as amended) that occurred during our fiscal fourth quarter that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting. ITEM 9B. OTHER INFORMATION During the three month period ended September 30, 2024, none of our officers or directors adopted or terminated any contract, instruction or written plan for the purchase or sale of our securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any “non-Rule 10b5-1” trading agreement. ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS Not applicable. 46 Table of Contents PART III ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE The information required by Items 401 and Item 407(c)(3) of Regulation S-K concerning the directors and executive officers of the Company is incorporated herein by reference to the disclosures which will be included in a subsequent amendment to the Form 10-K, which will be filed no later than 120 days after the end of the Company’s fiscal year ended September 30, 2024. Audit Committee and Audit Committee Financial Expert The information required by Items 407(d)(4) and 407(d)(5) of Regulation S-K is incorporated herein by reference from the disclosure which will be included in a subsequent amendment to the Form 10-K. Section 16(a) Beneficial Ownership Reporting Compliance The information required by Item 405 of Regulation S-K is incorporated herein by reference from the disclosure which will be included in a subsequent amendment to the Form 10-K. Code of Ethics We have adopted the Code of Ethics for the Principal Executive Officer and Senior Financial Officers that applies to our Chief Executive Officer, Chief Financial Officer and other senior finance organization employees. The Code of Ethics for the Principal Executive Officer and Senior Financial Officers is publicly available on our website at www.spectrumbrands.com under “Investor Relations—Corporate Governance.” We intend to disclose amendments to, and, if applicable, waivers of, this code of ethics on that section of our website. We have also adopted the Spectrum Brands Code of Business Conduct and Ethics that applies to all of our directors, officers and employees. The Spectrum Brands Code of Business Conduct and Ethics is publicly available on our website at www.spectrumbrands.com under “Investor Relations—Corporate Governance.” Any amendments to this code of ethics or any waiver of this code of ethics for executive officers or directors may be made only by our Board of Directors as a whole or our Audit Committee and will be promptly disclosed to our shareholders via that section of our website. Insider Trading Policy The information required by Item 408(b) of Regulation S-K is incorporated herein by reference from the disclosure which will be included in a subsequent amendment to the Form 10-K. We have adopted the Securities Holding and Trading Policy for Spectrum Brands Holdings, Inc. governing the purchase, sale and/or other dispositions of our securities by our directors, officers, employees or us, that we believe is reasonably designed to promote compliance with insider trading laws, rules and regulations and the listing standards of the New York Stock Exchange. The foregoing summary of the Securities Holding and Trading Policy does not purport to be complete and is qualified in its entirety by reference to the full text of the Securities Holding and Trading Policy attached to this Annual Report as Exhibit 19.1 and incorporated herein by reference. ITEM 11. EXECUTIVE COMPENSATION Executive Compensation The information required by Item 402 of Regulation S-K is incorporated herein by reference from the disclosures which will be included in a subsequent amendment to the Form 10-K. Compensation Committee Interlocks and Insider Participation The information required by Item 407(e)(4) of Regulation S-K is incorporated herein by reference from the disclosure which will be included in a subsequent amendment to the Form 10-K. Report of the Compensation Committee of the Board of Directors The information required by Item 407(e)(5) of Regulation S-K is incorporated herein by reference from the disclosure which will be included in a subsequent amendment to the Form 10-K. ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS Ownership of Common Shares of Spectrum Brands Holdings, Inc. The information required by Items 201(d) and 403 of Regulation S-K are incorporated herein by reference from the disclosures which will be included in a subsequent amendment to the Form 10-K. ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE Review, Approval or Ratification of Transactions with Related Persons The information required by Item 404 of Regulation S-K is incorporated herein by reference from the disclosures which will be included in a subsequent amendment to the Form 10-K. Director Independence The information required by Item 407(a) of Regulation S-K is incorporated herein by reference from the disclosures which will be included in a subsequent amendment to the Form 10-K. 47 Table of Contents ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES The following table summarizes the fees KPMG LLP, our independent registered public accounting firm, billed to the Company: (in millions) 2024 2023 Audit Fees $ 5.8 $ 5.6 Audit-Related Fees 2.8 2.4 Tax Fees — — All Other Fees 0.1 0.4 Total $ 8.7 $ 8.4 In the above table, in accordance with the SEC’s definition and rules, “Audit Fees” are fees paid to KPMG LLP for professional services for the audits of the Company, and our consolidated financial statements included in our Form 10-K and the review of our financial statements included in Forms 10-Q, or services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements, such as issuance of comfort letters and statutory audits required for certain of our foreign subsidiaries. “Audit-Related Fees” are fees for assurance and related services that are reasonably related to the performance of the audit or review of our financial statements, including the due diligence activities relating to mergers and acquisitions and the audit of standalone carve-out financial statements as required. “Tax Fees” are fees for tax compliance, tax advice, and tax planning. Such fees were attributable to services for tax compliance assistance and tax advice. “All Other Fees” are fees, if any, for any services not included in the first three categories. Pre-Approval of Independent Auditors Services and Fees The Audit Committee approved the audit services engagement performed by KPMG LLP for the year ended September 30, 2024. In accordance with the Audit Committee’s Pre-Approval Policy, the Audit Committee has pre-approved other specified audit, or audit related services, provided that the fees incurred by KPMG LLP in connection with any individual engagement do not exceed $200,000 in any 12-month period. The Audit Committee must approve for an engagement by engagement basis any individual non-audit or tax engagement in any 12-month period. The Audit Committee has delegated to its Chairman the authority to pre-approve any other specific audit or specific non-audit service which was not previously pre-approved by the Audit Committee, provided that any decision of the Chairman to pre-approve other audit or non-audit services shall be presented to the Audit Committee at its next scheduled meeting. PART IV ITEM 15. EXHIBITS, FINANCIAL STATEMENTS AND SCHEDULES (a) The following documents are filed as part of or are included in this Annual Report on Form 10-K: 1. The financial statements of Spectrum Brands Holdings, Inc. listed in the Index to Consolidated Financial Statements, filed as part of this Annual Report on Form 10-K. 2. The exhibits listed in the Exhibit Index filed as part of this Annual Report on Form 10-K. 48 Table of Contents INDEX TO CONSOLIDATED FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULE Page Reports of Independent Registered Public Accounting Firm (PCAOB ID 185 ) 50 Consolidated Statements of Financial Position 52 Consolidated Statements of Income 53 Consolidated Statements of Comprehensive Income 54 Consolidated Statements of Shareholders’ Equity 55 Consolidated Statements of Cash Flows 56 Notes to Consolidated Financial Statements 58 49 Table of Contents Report of Independent Registered Public Accounting Firm To the Shareholders and Board of Directors Spectrum Brands Holdings, Inc.: Opinion on the Consolidated Financial Statements We have audited the accompanying consolidated statements of financial position of Spectrum Brands Holdings, Inc. and subsidiaries (the Company) as of September 30, 2024 and 2023, the related consolidated statements of income, comprehensive income, shareholders’ equity, and cash flows for each of the years in the three-year period ended September 30, 2024, and the related notes (collectively, the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of September 30, 2024 and 2023, and the results of its operations and its cash flows for each of the years in the three-year period ended September 30, 2024, in conformity with U.S. generally accepted accounting principles. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of September 30, 2024, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated November 15, 2024 expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting. Basis for Opinion These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matter The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of a critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates. Valuation of the Rejuvenate Tradename As discussed in Note 2 to the consolidated financial statements, the Company assesses indefinite lived intangible assets for impairment at least annually. If the carrying value is more likely than not greater than the fair value of the indefinite lived intangible asset, a quantitative assessment is performed to determine the fair value and measure impairment. The fair value of indefinite lived intangible assets is determined using an income approach, specifically the relief-from-royalty methodology which requires estimates of future revenues, royalty rates, and the discount rates. As discussed in Note 10, the indefinite lived intangible asset balance, consisting primarily of tradenames, was $749.6 million as of September 30, 2024. As a result of a triggering event that occurred during the year ended September 30, 2024, an impairment charge of $39 million was recorded for the Rejuvenate tradename. We identified the valuation of the Rejuvenate tradename as a critical audit matter. A high degree of challenging auditor judgment was required to evaluate the future revenues and discount rate used to estimate the fair value of the tradename. Specifically, the determination of (1) the discrete and long-term revenue growth rates used to estimate future revenues and (2) the discount rate included subjective determinations of future market and economic conditions. Changes to these assumptions could have a significant effect on the Company’s assessment of the fair value of the Rejuvenate tradename. In addition, specialized skill and knowledge were needed to evaluate the long-term revenue growth rate and discount rate. The following are the primary procedures we performed to address this critical audit matter. We evaluated the design and tested the operating effectiveness of certain internal controls related to the Rejuvenate tradename impairment process, including controls over the determination of discrete and long-term revenue growth rates and discount rate. We evaluated the Company’s discrete revenue growth rate by comparing the rate for the tradename to the Company’s historical revenue growth rate and industry analyst reports. We involved valuation professionals with specialized skill and knowledge, who assisted in evaluating the Company’s long-term revenue growth rate and discount rate by: • comparing the long-term revenue growth rate to long-term economic growth expectations using publicly available third-party data • comparing the discount rate to discount rate ranges that were independently developed using publicly available market data for comparable entities • performing a sensitivity analysis to assess the impact of possible changes to the discount rate. /s/ KPMG LLP We have served as the Company’s auditor since 2011. Milwaukee, Wisconsin November 15, 2024 50 Table of Contents Report of Independent Registered Public Accounting Firm To the Shareholders and Board of Directors Spectrum Brands Holdings, Inc.: Opinion on Internal Control Over Financial Reporting We have audited Spectrum Brands Holdings, Inc. and subsidiaries' (the Company) internal control over financial reporting as of September 30, 2024, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of September 30, 2024, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated statements of financial position of the Company as of September 30, 2024 and 2023, the related consolidated statements of income, comprehensive income, shareholders’ equity, and cash flows for each of the years in the three-year period ended September 30, 2024, and the related notes (collectively, the consolidated financial statements), and our report dated November 15, 2024 expressed an unqualified opinion on those consolidated financial statements. Basis for Opinion The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management's Annual Report on Internal Control over Financial Report. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. Definition and Limitations of Internal Control Over Financial Reporting A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. /s/ KPMG LLP Milwaukee, Wisconsin November 15, 2024 51 Table of Contents SPECTRUM BRANDS HOLDINGS, INC. Consolidated Statements of Financial Position September 30, 2024 and 2023 (in millions, except per share figures) (in millions) 2024 2023 Assets Cash and cash equivalents $ 368.9 $ 753.9 Short term investments — 1,103.3 Trade receivables, net 635.4 477.1 Other receivables 70.7 84.5 Inventories 462.1 462.8 Prepaid expenses and other current assets 41.5 44.3 Total current assets 1,578.6 2,925.9 Property, plant and equipment, net 266.6 275.1 Operating lease assets 101.9 110.8 Deferred charges and other 39.9 31.8 Goodwill 864.9 854.7 Intangible assets, net 990.4 1,060.1 Total assets $ 3,842.3 $ 5,258.4 Liabilities and Shareholders’ Equity Current portion of long-term debt $ 9.4 $ 8.6 Accounts payable 397.3 396.6 Accrued wages and salaries 78.8 46.1 Accrued interest 4.7 20.6 Income tax payable 25.0 114.5 Other current liabilities 171.9 178.4 Total current liabilities 687.1 764.8 Long-term debt, net of current portion 551.4 1,546.9 Long-term operating lease liabilities 87.0 95.6 Deferred income taxes 170.8 174.8 Uncertain tax benefit obligation 171.5 105.5 Other long-term liabilities 32.8 52.5 Total liabilities 1,700.6 2,740.1 Commitments and contingencies (Note 20) Shareholders’ equity Common stock, $ 0.01 par value; 200.0 million shares authorized; 53.8 million and 53.8 million shares issued, respectively. 0.5 0.5 Additional paid-in capital 1,988.1 1,920.8 Accumulated earnings 2,169.0 2,096.0 Accumulated other comprehensive loss, net of tax ( 204.0 ) ( 249.4 ) Treasury stock, 25.7 million and 18.5 million shares, respectively ( 1,812.7 ) ( 1,250.3 ) Total shareholders’ equity 2,140.9 2,517.6 Non-controlling interest 0.8 0.7 Total equity 2,141.7 2,518.3 Total liabilities and equity $ 3,842.3 $ 5,258.4 See accompanying notes to the consolidated financial statements. 52 Table of Contents SPECTRUM BRANDS HOLDINGS, INC. Consolidated Statements of Income Years ended September 30, 2024, 2023 and 2022 (in millions, except per share figures) (in millions, except per share) 2024 2023 2022 Net sales $ 2,963.9 $ 2,918.8 $ 3,132.5 Cost of goods sold 1,854.6 1,994.5 2,142.1 Gross profit 1,109.3 924.3 990.4 Selling, general & administrative 958.5 899.6 995.7 Impairment of goodwill — 111.1 — Impairment of intangible assets 45.2 120.7 — Representation and warranty insurance proceeds ( 65.0 ) — — Gain from remeasurement of contingent consideration liability — ( 1.5 ) ( 28.5 ) Total operating expenses 938.7 1,129.9 967.2 Operating income (loss) 170.6 ( 205.6 ) 23.2 Interest expense 58.5 116.1 99.4 Interest income ( 57.5 ) ( 38.3 ) ( 0.6 ) (Gain) loss from early extinguishment of debt ( 2.6 ) 3.0 — Other non-operating expense, net 8.6 3.8 14.7 Income (loss) from continuing operations before income taxes 163.6 ( 290.2 ) ( 90.3 ) Income tax expense (benefit) 64.3 ( 56.5 ) ( 13.3 ) Net income (loss) from continuing operations 99.3 ( 233.7 ) ( 77.0 ) Income from discontinued operations, net of tax 25.5 2,035.6 149.7 Net income 124.8 1,801.9 72.7 Net income from continuing operations attributable to non-controlling interest — 0.1 0.2 Net income from discontinued operations attributable to non-controlling interest — 0.3 0.9 Net income attributable to controlling interest $ 124.8 $ 1,801.5 $ 71.6 Amounts attributable to controlling interest Net income (loss) from continuing operations attributable to controlling interest $ 99.3 $ ( 233.8 ) $ ( 77.2 ) Net income from discontinued operations attributable to controlling interest 25.5 2,035.3 148.8 Net income attributable to controlling interest $ 124.8 $ 1,801.5 $ 71.6 Earnings Per Share Basic earnings per share from continuing operations $ 3.28 $ ( 5.92 ) $ ( 1.89 ) Basic earnings per share from discontinued operations 0.84 51.57 3.64 Basic earnings per share $ 4.12 $ 45.65 $ 1.75 Diluted earnings per share from continuing operations $ 3.26 $ ( 5.92 ) $ ( 1.89 ) Diluted earnings per share from discontinued operations 0.84 51.57 3.64 Diluted earnings per share $ 4.10 $ 45.65 $ 1.75 Dividend per share $ 1.68 $ 1.68 $ 1.68 Weighted Average Shares Outstanding Basic 30.3 39.5 40.9 Diluted 30.5 39.5 40.9 See accompanying notes to the consolidated financial statements . 53 Table of Contents SPECTRUM BRANDS HOLDINGS, INC. Consolidated Statements of Comprehensive Income Years ended September 30, 2024, 2023 and 2022 (in millions) (in millions) 2024 2023 2022 Net income $ 124.8 $ 1,801.9 $ 72.7 Other comprehensive income Foreign currency translation adjustment Foreign currency translation gain (loss) 62.8 69.0 ( 147.8 ) Unrealized (loss) gain on net investment hedge ( 13.2 ) ( 31.7 ) 75.8 Net reclassification for loss to income from continuing operations 2.4 — — Foreign currency translation adjustment before tax 52.0 37.3 ( 72.0 ) Deferred tax effect 0.1 7.0 ( 20.0 ) Net unrealized gain (loss) on foreign currency translation 52.1 44.3 ( 92.0 ) Unrealized (loss) gain on derivative instruments Unrealized (loss) gain on derivative instruments before reclassification ( 20.0 ) ( 35.3 ) 30.7 Net reclassification for loss (gain) to income from continuing operations 15.2 12.2 ( 20.2 ) Net reclassification for loss (gain) to income from discontinued operations — 2.3 ( 2.4 ) Unrealized (loss) gain on derivative instruments after reclassification ( 4.8 ) ( 20.8 ) 8.1 Deferred tax effect 1.2 5.4 2.3 Net unrealized (loss) gain on derivative instruments ( 3.6 ) ( 15.4 ) 10.4 Defined benefit pension (loss) gain Defined benefit pension (loss) gain before reclassification ( 5.3 ) ( 0.8 ) 18.3 Net reclassification for loss to income from continuing operations 1.0 0.8 3.6 Net reclassification for gain to income from discontinued operations — ( 0.1 ) ( 0.1 ) Defined benefit pension (loss) gain after reclassification ( 4.3 ) ( 0.1 ) 21.8 Deferred tax effect 1.3 ( 0.1 ) ( 8.9 ) Net defined benefit pension (loss) gain ( 3.0 ) ( 0.2 ) 12.9 Deconsolidation of discontinued operations — 26.1 — Net change to derive comprehensive income for the periods 45.5 54.8 ( 68.7 ) Comprehensive income 170.3 1,856.7 4.0 Comprehensive income (loss) from continuing operations attributable to non-controlling interest 0.1 0.3 ( 0.4 ) Comprehensive loss from discontinuing operations attributable to non-controlling interest — — ( 0.5 ) Deconsolidation of discontinued operations attributable to non-controlling interest — 0.8 — Comprehensive income attributable to controlling interest $ 170.2 $ 1,855.6 $ 4.9 See accompanying notes to the consolidated financial statements. 54 Table of Contents SPECTRUM BRANDS HOLDINGS, INC. Consolidated Statements of Shareholders’ Equity Years ended September 30, 2024, 2023 and 2022 (in millions) Common Stock Additional Paid-in Capital Accumulated Earnings Accumulated Other Comprehensive Loss Treasury Stock Total Shareholders’ Equity Non- controlling Interest Total Equity (in millions) Shares Amount Balances at September 30, 2022 40.8 $ 0.5 $ 2,032.5 $ 362.1 $ ( 303.1 ) $ ( 828.8 ) $ 1,263.2 $ 5.9 $ 1,269.1 Net (loss) income from continuing operations — — — ( 233.8 ) — — ( 233.8 ) 0.1 ( 233.7 ) Income from discontinued operations, net of tax — — — 2,035.3 — — 2,035.3 0.3 2,035.6 Sale and deconsolidation of assets held for sale — — — — 25.3 — 25.3 ( 5.9 ) 19.4 Other comprehensive income, net of tax — — — — 28.4 — 28.4 0.3 28.7 Accelerated share repurchase ( 5.3 ) — ( 100.0 ) — — ( 400.0 ) ( 500.0 ) — ( 500.0 ) Treasury stock repurchases ( 0.4 ) — — — — ( 34.7 ) ( 34.7 ) — ( 34.7 ) Excise tax on net share repurchases — — — — — ( 4.2 ) ( 4.2 ) — ( 4.2 ) Restricted stock issued and related tax withholdings 0.2 — ( 30.3 ) — — 17.4 ( 12.9 ) — ( 12.9 ) Share based compensation — — 18.6 — — — 18.6 — 18.6 Dividends declared to common shareholders — — — ( 67.6 ) — — ( 67.6 ) — ( 67.6 ) Balances at September 30, 2023 35.3 0.5 1,920.8 2,096.0 ( 249.4 ) ( 1,250.3 ) 2,517.6 0.7 2,518.3 Net income from continuing operations — — — 99.3 — — 99.3 — 99.3 Income from discontinued operations, net of tax — — — 25.5 — — 25.5 — 25.5 Other comprehensive income, net of tax — — — — 45.4 — 45.4 0.1 45.5 Premium on capped call transactions, net of tax — — ( 18.8 ) — — — ( 18.8 ) — ( 18.8 ) Accelerated share repurchase ( 1.3 ) — 83.2 — — ( 83.2 ) — — — Treasury stock repurchases ( 6.1 ) — — — — ( 482.7 ) ( 482.7 ) — ( 482.7 ) Excise tax on net share repurchases — — — — — ( 5.6 ) ( 5.6 ) — ( 5.6 ) Restricted stock issued and related tax withholdings 0.1 — ( 14.6 ) — — 9.1 ( 5.5 ) — ( 5.5 ) Share based compensation — — 17.5 — — — 17.5 — 17.5 Dividends declared to common shareholders — — — ( 51.8 ) — — ( 51.8 ) — ( 51.8 ) Balances at September 30, 2024 28.0 $ 0.5 $ 1,988.1 $ 2,169.0 $ ( 204.0 ) $ ( 1,812.7 ) $ 2,140.9 $ 0.8 $ 2,141.7 See accompanying notes to the consolidated financial statements. 55 Table of Contents SPECTRUM BRANDS HOLDINGS, INC. Consolidated Statements of Cash Flows Years ended September 30, 2024, 2023 and 2022 (in millions) (in millions) 2024 2023 2022 Cash flows from operating activities Net income $ 124.8 $ 1,801.9 $ 72.7 Income from discontinued operations, net of tax 25.5 2,035.6 149.7 Net income (loss) from continuing operations 99.3 ( 233.7 ) ( 77.0 ) Adjustments to reconcile net income (loss) to net cash from operating activities: Depreciation 57.3 48.9 49.0 Amortization 44.5 42.3 50.3 Share based compensation 17.5 17.2 10.2 Impairment of goodwill — 111.1 — Impairment of intangible assets 45.2 120.7 — Impairment of property plant and equipment and operating leases 5.1 10.8 — Gain on sale of property plant and equipment — ( 2.7 ) — (Gain) loss on early extinguishment of debt ( 2.7 ) 3.0 — Amortization of debt issuance costs and debt discount 3.9 6.9 7.1 Non-cash interest on short term investment — ( 11.3 ) — Gain from remeasurement of contingent consideration liability — ( 1.5 ) ( 28.5 ) Non-cash purchase accounting adjustments 1.2 1.9 8.3 Deferred tax expense (benefit) 3.7 ( 182.8 ) ( 44.6 ) Net changes in operating assets and liabilities: Receivables ( 116.5 ) ( 224.2 ) ( 12.2 ) Inventories 8.5 328.3 ( 153.7 ) Prepaid expenses and other current assets 11.9 26.1 ( 34.8 ) Accounts payable and accrued liabilities 55.6 ( 154.5 ) ( 15.0 ) Income tax and other 35.3 101.5 9.4 Net cash provided (used) by operating activities from continuing operations 269.8 8.0 ( 231.5 ) Net cash (used) provided by operating activities from discontinued operations ( 107.2 ) ( 417.7 ) 177.7 Net cash provided (used) by operating activities 162.6 ( 409.7 ) ( 53.8 ) Cash flows from investing activities Purchases of property, plant and equipment ( 44.0 ) ( 59.0 ) ( 64.0 ) Proceeds from disposal of property, plant and equipment — 8.4 0.2 Proceeds from sale of discontinued operations, net of cash ( 26.9 ) 4,334.7 — Business acquisitions, net of cash acquired — — ( 272.1 ) Purchase of short-term investments ( 849.3 ) ( 1,092.0 ) — Proceeds from sale of short term investments 1,941.3 — — Other investing activity 0.1 ( 0.2 ) — Net cash provided (used) by investing activities from continuing operations 1,021.2 3,191.9 ( 335.9 ) Net cash used by investing activities from discontinued operations — ( 11.8 ) ( 23.9 ) Net cash provided (used) by investing activities 1,021.2 3,180.1 ( 359.8 ) See accompany notes to the consolidated financial statements. 56 Table of Contents SPECTRUM BRANDS HOLDINGS, INC. Consolidated Statements of Cash Flows Years ended September 30, 2024, 2023 and 2022 (in millions) (in millions) 2024 2023 2022 Cash flows from financing activities Payment of debt, including premium on extinguishment $ ( 1,349.3 ) $ ( 1,646.8 ) $ ( 12.7 ) Proceeds from issuance of debt 350.0 — 740.0 Payment of debt issuance costs ( 15.0 ) ( 2.3 ) ( 7.6 ) Treasury stock purchases ( 482.7 ) ( 34.7 ) ( 134.0 ) Accelerated share repurchase — ( 500.0 ) — Premium on capped calls ( 25.2 ) — — Dividends paid to shareholders ( 50.6 ) ( 66.5 ) ( 68.6 ) Share based award tax withholding payments, net of proceeds upon vesting ( 5.4 ) ( 13.0 ) ( 24.5 ) Payment of contingent consideration — — ( 1.9 ) Net cash (used) provided by financing activities from continuing operations ( 1,578.2 ) ( 2,263.3 ) 490.7 Net cash used by financing activities from discontinued operations — ( 0.8 ) ( 3.1 ) Net cash (used) provided by financing activities ( 1,578.2 ) ( 2,264.1 ) 487.6 Effect of exchange rate changes on cash and cash equivalents 11.0 3.7 ( 20.1 ) Net change in cash, cash equivalents and restricted cash in continuing operations ( 383.4 ) 510.0 53.9 Cash, cash equivalents, and restricted cash, beginning of period 753.9 243.9 190.0 Cash, cash equivalents, and restricted cash, end of period $ 370.5 $ 753.9 $ 243.9 Supplemental disclosure of cash flow information Cash paid for interest associated with continued operations $ 71.0 $ 123.1 $ 92.1 Cash paid for interest associated with discontinued operations $ — $ 45.3 $ 53.6 Cash paid for taxes associated with continued operations $ 31.4 $ 25.5 $ 32.6 Cash paid for taxes associated with discontinued operations $ 69.8 $ 449.2 $ 12.9 Non cash investing activities Acquisition of property, plant and equipment through capital leases $ 4.6 $ 3.2 $ 1.4 Non cash financing activities Issuance of shares through stock compensation plan $ 14.0 $ 32.6 $ 33.4 See accompany notes to the consolidated financial statements. 57 Table of Contents SPECTRUM BRANDS HOLDINGS INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS NOTE 1 - DESCRIPTION OF BUSINESS The Company is a diversified global branded consumer products company. We manage the business in three vertically integrated, product-focused segments: (i) Global Pet Care (“GPC”), (ii) Home and Garden (“H&G”) and (iii) Home and Personal Care (“HPC”). The Company manufactures, markets and/or distributes its products globally in the North America (“NA”), Europe, Middle East & Africa (“EMEA”), Latin America (“LATAM”) and Asia-Pacific (“APAC”) regions through a variety of trade channels, including retailers, wholesalers and distributors. We enjoy strong name recognition under various brands and patented technologies across multiple product categories. Global and geographic strategic initiatives and financial objectives are determined at the corporate level. Each segment is responsible for implementing defined strategic initiatives and achieving certain financial objectives and has a president responsible for sales and marketing initiatives and global operating results for all product lines within the segment. The segments are supported through center-led shared service operations and enabling functions consisting of finance and accounting, information technology, legal, human resources, supply chain, and commercial operations. See Note 21 – Segment Information for more information pertaining to segments of continuing operations. The following is an overview of the consolidated business, by segment, summarizing product categories and brands: Segment Products Brands GPC Companion Animal: Rawhide chews, dog and cat clean-up, training, health and grooming products, small animal food and care products, rawhide-free dog and cat treats, and wet and dry pet food for dogs and cats. Aquatics: Consumer and commercial aquarium kits, stand-alone tanks; aquatics equipment such as filtration systems, heaters and pumps; and aquatics consumables such as fish food, water management and care. Companion Animal: Good ’ n ’ Fun®, DreamBone®, GOOD BOY®, SmartBones®, IAMS® (Europe only), EUKANUBA® (Europe only), Nature's Miracle®, FURminator®, Dingo®, 8IN1® (8-in-1), Meowee!®, and Wild Harvest™. Aquatics: Tetra®, Marineland®, Instant Ocean®, GloFish®, and OmegaSea®. H&G Household: Household pest control solutions such as spider and scorpion killers; ant and roach killers; flying insect killers; insect foggers; wasp and hornet killers; and bedbug, flea and tick control products. Controls: Outdoor insect and weed control solutions, and animal repellents such as aerosols, granules, and ready-to-use sprays or hose-end ready-to-sprays. Repellents: Personal use pesticides and insect repellent products, including aerosols, lotions, pump sprays and wipes, yard sprays and citronella candles. Cleaning: Household surface cleaning, maintenance, and restoration products, including bottled liquids, mops, wipes and markers. Household: Hot Shot®, Black Flag®, Real-Kill®, Ultra Kill®, The Ant Trap® (TAT), and Rid-A-Bug®. Controls: Spectracide®, Garden Safe®, Liquid Fence®, and EcoLogic®. Repellents: Cutter® and Repel®. Cleaning: Rejuvenate® HPC Kitchen & Home Appliances: Small kitchen appliances including toaster ovens, coffeemakers, slow cookers, air fryers, blenders, hand mixers, grills, food processors, juicers, toasters, irons, kettles, and bread makers, cookware, and cookbooks. Personal Care: Hair dryers, flat irons and straighteners, rotary and foil electric shavers, personal groomers, mustache and beard trimmers, body groomers, nose and ear trimmers, women’s shavers, haircut kits and intense pulsed light hair removal systems. Kitchen & Home Appliances: Black+Decker®, Russell Hobbs®, George Foreman®, PowerXL®, Emeril Legasse®, Copper Chef ®, Toastmaster®, Juiceman®, Farberware®, and Breadman® Personal Care: Remington® All brands and tradenames noted above are owned by the Company, with the exception of Black+Decker® (“B+D”), Emeril Legasse® and Farberware®, which are subject to trademark license agreements. We have a trademark license agreement (the “B+D License Agreement”) with the license holder, Stanley Black+Decker (“SBD”), which terminated the previous agreement and having an effective date of January 1, 2024, pursuant to which the HPC segment license the B+D brand in North America, South America (excluding Brazil), Central America, and the Caribbean (excluding Cuba) for primarily four core categories of household appliances: beverage products, food preparation products, garment care products and cooking products. The B+D 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 metrics, potentially extending the total contract term to December 31, 2035. The License Agreement may not renew if these targets are not satisfied. Under the terms of the License Agreement, the Company agreed 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 of the initial term down to $ 10.2 million in the fourth year, and is subject to adjustment with each renewal period. The B+D License Agreement also requires us to comply with maximum annual returns rates for products and promotional spending commitments. See Note 5 – Revenue Recognition for further detail on revenue concentration from B+D branded products. The Emeril Legasse® brand is subject to a trademark license agreement (the “Emeril License Agreement”) with the license holder, Martha Stewart Living Omnimedia, Inc., pursuant to which the HPC segment can license the Emeril Legasse® brand within the U.S., and its territories and possessions, Canada, Mexico, Australia, and the United Kingdom ("UK") for certain designated products categories of household appliances, including small kitchen food preparation products, indoor and outdoor grills, grill accessories and cookbooks. The agreement is set to expire effective December 31, 2024, with an option to renew through December 31, 2025, subject to meeting certain sales metrics. Under the terms of the agreement, we are obligated to pay the license holder a percentage of net sales, with minimum annual royalty payments of $ 1.7 million, increasing to $ 1.8 million in the 2025 renewal period. The Farberware® tradename brand is subject to a trademark license agreement (the “Farberware License Agreement”) with the license holder, Farberware License Company, LLC, pursuant to which the HPC segment licenses the Farberware® brand on a worldwide basis for certain designated product categories of household appliances, including coffeemakers, juicers, toasters and toaster ovens, among others. The Farberware License Agreement is set to expire December 31, 2210. The Company and its HPC segment do not have a material concentration of branded products exceeding 10% of consolidated or segment revenue from either the Emeril Legasse® or Farberware® brands. 58 Table of Contents SPECTRUM BRANDS HOLDINGS INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES AND PRACTICES Principles of Consolidation and Fiscal Year End The consolidated financial statements include the financial statements of the Company and its majority owned subsidiaries and have been prepared in accordance with Accounting Principles Generally Accepted in the United States (“GAAP”). All intercompany transactions have been eliminated. The Company’s fiscal year ends September 30 and reports its results using fiscal quarters whereby each three-month quarterly reporting period is approximately thirteen weeks in length and ends on a Sunday. The exceptions are the first quarter, which begins on October 1, and the fourth quarter, which ends on September 30. For the year ended September 30, 2024, the fiscal quarters were comprised of the three months ended December 31, 2023, March 31, 2024, June 30, 2024, and September 30, 2024. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Cash and Cash Equivalents The Company considers all highly liquid temporary instruments purchased with original maturities of three months or less from date of purchase to be cash equivalents. Short-Term Investments The Company determines the balance sheet classification of its investments at the time of purchase and evaluates the classification at each balance sheet date. Money market funds, certificates of deposit, and time deposits with original maturities of greater than three months but no more than twelve months from the date of purchase are carried at cost, which approximates fair value, and are recognized in the consolidated balance sheets as short-term investments. Restricted Cash The Company may be required to maintain cash deposits or accounts that may be restricted under certain contractual agreements such as security deposits, escrows or other restricting requirements. Such restricted accounts are otherwise excluded from cash and cash equivalents and reflected as other current or non-current assets depending upon the requirements. As of September 30, 2024, there was $ 1.6 million of restricted cash, with no significant restricted cash accounts or deposits as of September 30, 2023. Receivables Trade accounts receivable are carried at net realizable value. The Company extends credit to its customers based upon an evaluation of the customer’s financial condition and credit history, but generally does not require collateral. The Company monitors its customers’ credit and financial condition based on changing economic conditions and will make adjustments to credit policies as required. Provisions for losses on uncollectible trade receivables are determined based on ongoing evaluations of the Company’s receivables, principally on the basis of historical collection experience and evaluations of the risks of nonpayment or return for a given customer. See Note 7 - Receivables for further detail. Inventories Inventories are valued at the lower of cost or net realizable value. Cost of inventories is determined using the first-in, first-out (FIFO) method. See Note 8 - Inventory for further detail. Property, Plant and Equipment Property, plant and equipment are recorded at cost. Depreciation is calculated on the straight-line basis over the estimated useful lives of the assets. Property, plant and equipment held under finance leases are depreciated on a straight-line basis over the shorter of the lease term or estimated useful life of the asset. Such amortization is included in depreciation expense and recognized as Cost of Goods Sold or Selling, General & Administrative Expense in the Consolidated Statements of Income depending on the nature and use of the underlying asset The Company uses accelerated depreciation methods for income tax purposes. Useful lives for property, plant and equipment are as follows: Asset Type Range Buildings and improvements 20 - 40 years Machinery, tooling and equipment 2 - 15 years Computer software 3 - 5 years Expenditures which substantially increase value or extend useful lives are capitalized with corresponding cash flows recognized as investing activity. Expenditures for maintenance and repairs are charged to operations as incurred. The Company records gains and losses on the disposition or retirement of property, plant and equipment based on the net book value and any proceeds received. Long-lived fixed assets held and used are reviewed for impairment when events or changes in business circumstances indicate that the carrying amount of the assets may not be fully recoverable. Circumstances such as the discontinuation of a product or product line, a sudden or consistent decline in the sales forecast for a product, changes in technology or in the way an asset is being used, a history of operating or cash flow losses or an adverse change in legal factors or in the business climate, among others, may trigger an impairment review. If such indicators are present, the Company performs undiscounted cash flow analyses to determine if impairment exists. The asset value would be deemed impaired if the undiscounted cash flows generated did not exceed the carrying value of the respective asset group. If impairment is determined to exist, any related impairment loss is calculated based on fair value. Assets to be disposed of are reported at the lower of the carrying amount or fair value less costs to sell. See Note 9 - Property, plant and equipment for further detail. 59 Table of Contents SPECTRUM BRANDS HOLDINGS INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES AND PRACTICES (continued) Internal Use Software and Cloud Computing Arrangements The costs incurred towards internal-use software development in the preliminary stages of development are expensed as incurred. Once an application has reached the development stage, internal and external costs incurred to develop internal-use software are capitalized and recognized as Property Plant and Equipment on the Consolidated Statements of Financial Position. Other costs associated with training and data conversion are generally expensed as incurred. Depreciation is calculated on a straight-line basis over the estimated useful life of the software. Maintenance and enhancement costs, including those costs in the post-implementation stages, are typically expensed as incurred, unless such costs relate to substantial upgrades and enhancements to the software that result in added functionality, in which case the costs are capitalized and depreciated on a straight-line basis over the estimated useful life of the software. See Note 9 - Property, plant and equipment for further detail. Corresponding cash flows attributable to the development of internal use software are recognized as investing activity. Costs incurred towards the implementation of cloud computing arrangements, including software-as-a-service (“SaaS”), or other similar SaaS type services, such as platform as a service, infrastructure as a service and other hosting arrangements where we do not take possession of the software and instead gain access to the software remotely, are accounted for consistent with internal-use software development. Unlike internal-use software development costs, the amounts capitalized are recognized as a deferred balance similar to a prepayment or other deferred assets. Amortization of such costs are calculated on a straight-line basis over the applicable term of such hosting arrangements, recognized as Selling, General & Administrative Expense and not considered depreciation or amortization expense. If there is no software license provided by the contract, then the arrangement is considered a service contract and expensed as incurred. See Note 9 - Property, plant and equipment for further detail. Corresponding cash flows attributable to the implementation of cloud computing arrangements are recognized as operating activity. Goodwill Goodwill reflects the excess of acquisition cost over the aggregate fair value assigned to identifiable net assets acquired. Goodwill is not amortized, but instead is assessed for impairment at least annually and as triggering events or indicators of potential impairment are identified. Goodwill has been assigned to reporting units for purposes of impairment testing based upon the relative fair value of the asset to each reporting unit. Our reporting units are consistent with our reportable segments. See Note 21 - Segment Information for further discussion. Goodwill is tested for impairment in the fourth quarter of our fiscal year by either performing a qualitative assessment or a quantitative test for some, or all reporting units. The Company evaluates qualitative factors to determine whether it is more likely than not that the fair value of the reporting unit is less than its carrying amount. In performing a qualitative assessment, the Company considers events and circumstances, including, but not limited to, macroeconomic conditions, industry and market considerations, cost factors, overall financial performance, changes in management or key personnel, changes in strategy, changes in customers, changes in market value, composition or carrying amount of a reporting unit’s net assets, and considering any changes in the market price of the Company’s common stock. If the Company determines that it is more likely than not the carrying value is greater than the fair value of a reporting unit after assessing the totality of facts and circumstances, a quantitative assessment is performed to determine the reporting unit fair value and measure the impairment. If the Company determines that it is more likely than not the fair value is greater than the carrying amount, then a quantitative assessment is not required. In estimating the fair value of our reporting units for a quantitative impairment assessment, we use both an income approach and a market approach. The income approach is a discounted cash flow methodology, which requires us to estimate future revenues, expenses, and capital expenditures and make assumptions about our weighted average cost of capital and perpetuity growth rate, among other variables. The market approach is a guideline public company method that assesses value of our reporting unit based upon market multiples derived from financial results of selected comparable companies. We test the aggregate estimated fair value of our reporting units by comparison to our total market capitalization, including both equity and debt capital. The fair value of each reporting unit is compared to its carrying value, including goodwill. If the fair value of a reporting unit is less than its carrying value, an impairment loss would be recognized equal to that excess; however, the loss recognized cannot exceed the total amount of goodwill allocated to that reporting unit. See Note 10 - Goodwill and Intangible Assets for further detail. Intangible Assets Intangible assets are recorded at cost or at estimated fair value if acquired in a business combination. Customer lists, proprietary technology and certain trade name intangibles are amortized, using the straight-line method, over their estimated useful lives. The ranges of useful lives for definite-lived intangibles assets are as follows: Asset Type Range Customer relationships 12 - 20 years Technology assets 8 - 18 years Tradenames 6 - 12 years Definite-lived intangible assets held and used are reviewed for impairment when events or changes in business circumstances indicate that the carrying amount of the assets may not be recoverable. If indicators of potential impairment are identified, the Company performs an undiscounted cash flow analysis to determine if impairment exists. The asset value would be deemed impaired if the undiscounted cash flows expected to be generated by the asset did not exceed the carrying value of the respective asset group. If impairment is determined to exist, any related impairment loss is calculated based on fair value. Certain trade name intangible assets have an indefinite life and are not amortized, but instead are assessed for impairment at least annually, in the fourth quarter of our fiscal year by either performing a qualitative assessment or a quantitative test for some or all indefinite lived intangible assets. The Company evaluates qualitative factors to determine whether it is more likely than not that the fair value of the indefinite lived intangible assets is less than its carrying amount. In performing a qualitative assessment, the Company considers events and circumstances, including, but not limited to, macroeconomic conditions, industry and market conditions, cost factors, changes in strategy and overall financial performance. If the Company determines that it is more likely than not the carrying value is greater than the fair value of an indefinite lived intangible asset, a quantitative assessment is performed to determine the fair value and measure the impairment. If the Company determines that it is more likely than not the fair value is greater than the carrying amount, then a quantitative assessment is not required. 60 Table of Contents SPECTRUM BRANDS HOLDINGS INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES AND PRACTICES (continued) The quantitative impairment analysis of indefinite lived intangible assets compares the estimated fair value of the identified trade names to their carrying value to determine if impairment exists. If the fair value is less than the carrying value, an impairment loss is recorded for the excess. The fair value of indefinite-lived intangible assets is determined using an income approach, the relief-from-royalty methodology, which requires us to make estimates and assumptions about future revenues, royalty rates, and the discount rate, among others. See Note 10 - Goodwill and Intangible Assets for further detail. Assets Held for Sale and Discontinued Operations An asset, group of assets, or qualifying business are considered held for sale when they meet all the applicable criteria; including: (i) having the authority to sell, (ii) being available to sell in their present condition, (iii) having an active program to locate buyers, (iv) being actively marketed at current fair value, and (v) considered probable of selling within one year. Assessment for held for sale are performed at least quarterly or when events or changes in business circumstances indicate that a change in classification may be necessary. Assets and liabilities of a qualifying business are excluded from the net assets of continuing operations, separated in a disposal group and classified as held for sale in the period in which the held for sale criteria was met. Corporate debt is not included as a component of the disposal group, regardless of repayment provisions, and only debt directly attributable to the divested operations may be included as held for sale. Assets and liabilities held for sale are recorded at the lower of its carrying amount or estimated fair value less expected cost to sell and any unrecognized other comprehensive loss. Assets held for sale do not experience any subsequent depreciation or amortization after being classified as held for sale. Assets held for sale are reviewed for impairment at least quarterly, and if the carrying amount of the disposal group exceeds the estimated fair value less cost to sell, a loss is recognized. If a business is classified as held for sale after the balance sheet date but before the financial statements are issued or are available to be issued, the business continues to be classified as held and used in those financial statements when issued or when available to be issued. The Company reports the results of operations of a business as discontinued operations if a disposal represents a strategic shift that has, or will have, a major effect on an entity’s operations and financial results when the business is sold and meets the criteria for being classified as held for sale. Assets and liabilities of a disposal group classified as held for sale and related to discontinued operations are presented as held for sale for all current and prior periods presented within the statement of a financial position. The results of discontinued operations are reported in Income From Discontinued Operations, Net of Tax for the current and prior periods commencing in the period in which the business meets the held for sale criteria, and includes any gain or loss recognized on closing, or adjustment of the carrying amount to fair value less cost to sell while being held for sale. Loss realized upon change of classification to held for sale is recognized as a loss to continuing operations. Income from discontinued operations includes only direct costs attributable to the divested business and excludes any indirect cost allocation associated with any shared or corporate led functions unless otherwise dedicated to the divested business. Transactions between the businesses held for sale and businesses held for use that are expected to continue to exist after the disposal are not eliminated to appropriately reflect the continuing operations and balances held for sale. Interest costs from corporate debt, excluding premium payments or loss on extinguishment of debt, may be included as a component of income from discontinued operations specifically attributable to interest from corporate debt that is obligated to be repaid following the completion of a divestiture; plus the allocation of interest cost from corporate debt not directly attributable to or related to other operations based on the ratio of net assets of the disposal group held for sale to the consolidated net assets plus consolidated debt, excluding debt assumed in transaction, required to be repaid, or directly attributable to other operations of the Company. Adjustments to discontinued operations subsequent to the completion of a transaction or disposition are generally attributable to contingencies and indemnifications directly related to the disposal transaction, operations of the discontinued operations, or settlement of obligations directly related to the disposal. Amounts within accumulated other comprehensive income directly associated with a divested business are not realized as a component of Income from Discontinued Operations until completion of the sale or disposition. See Note 3 - Divestitures for further detail. Debt Issuance Costs Debt issuance costs are deferred and amortized to interest expense using the effective interest method over the lives of the related debt agreements. Debt issuance costs are included as a reduction to Long Term Debt, Net of Current Portion. Amortization of debt issuance costs is recognized as a component of Interest Expense in the Consolidated Statements of Income. See Note 11 - Debt for further detail. Derivative Financial Instruments Derivative financial instruments are used by the Company principally in the management of its foreign currency exposures. The Company does not hold or issue derivative financial instruments for trading or speculative purposes. Derivative assets and liabilities are reported at fair value in the Consolidated Statements of Financial Position. When hedge accounting is elected at inception, the Company formally designates the financial instrument as a hedge of a specific underlying exposure and documents both the risk management objectives and strategies for undertaking the hedge. Depending on the nature of derivatives designated as hedging instruments, changes in fair value are either offset against the change in fair value of the hedged assets or liability through earnings, or recognized in equity through other comprehensive income until the hedged item is recognized. Derivative instruments that hedge the exposure to variability in expected future cash flows and are designated as cash flow hedges, and the entire change in the fair value of the hedging instrument is recorded as a component of Accumulated Other Comprehensive (Loss) Income (“AOCI”) in Shareholders’ Equity. Those amounts are subsequently reclassified to earnings in the same line item in the Consolidated Statements of Income as impacted by the hedge item when the hedged item affects earnings. To receive hedge accounting treatment, cash flow hedges must be highly effective in offsetting changes to expected future cash flows on hedged transactions. For derivatives that do not qualify for hedge accounting treatment, the change in the fair value is recognized in earnings. Cash flows attributable to derivative financial instruments are reflected as operating activity. See Note 13 - Derivatives for further detail. Treasury Stock Treasury stock purchases are stated at average cost and presented as a separate reduction of equity. See Note 17 - Shareholders ’ Equity for further detail. Noncontrolling Interest Noncontrolling interest recognized in the consolidated equity of the Company is the minority interest ownership in equity of a consolidated subsidiary that is not attributable, directly or indirectly, to the parent company; and recognized separate from Shareholders’ Equity in the Consolidated Statements of Financial Position. Income from a consolidated subsidiary with a minority interest ownership is allocated to the minority interest and considered attributable to the noncontrolling interest in the Consolidated Statements of Income. 61 Table of Contents SPECTRUM BRANDS HOLDINGS INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES AND PRACTICES (continued) Business Combinations and Acquisition Accounting The Company accounts for acquisitions by applying the acquisition method of accounting when the transaction or event is considered a business combination, which requires that the assets acquired and liabilities assumed constitute a business. A defined business is generally an acquired group of assets with inputs and processes that make it capable of generating a return or economic benefit for the acquirer. The acquisition method of accounting requires, among other things, that the assets acquired and liabilities assumed in a business combination be measured at their fair values as of the closing date of the acquisition. Revenue Recognition Product Sales Our customers mostly consist of retailers, wholesalers and distributors with the intention to sell and distribute to an end consumer. A portion of our business is also sold direct-to-consumer through direct response television, brand websites, and other online marketplaces. The Company recognizes revenue from the sale of products upon transfer of control to the customer. For the majority of our product sales, the transfer of control is recognized when we ship the product from our facilities to the customer unless we retain title and risk of loss upon shipment and we arrange and paid for freight such that we retain physical possession and control during delivery. The Company does not assess whether promised goods or services are performance obligations if they are not material in the context of the contract with the customer. Licensing Revenue The Company may also license its brands to third-party sellers and manufacturers for the development, production, sales & distribution of products that are not directly managed or offered by the Company. The Company maintains all right of ownership of the intellectual property and contracts with its customer for the use of the intellectual property in their operations. Revenue derived from the right-to-access licenses is recognized using the over time revenue recognition method, applying the ‘as-invoiced’ practical expedient method at the amount we are able to bill using a time-elapsed measure of progress, taking into consideration any minimum guarantee provisions under the contract, as it appropriately depicts its performance of providing access to the Company’s brands, trade names, logos, etc. Other Revenue Other revenue consists primarily of installation or maintenance services that are provided to certain customers in the GPC segment and extended warranty coverage for certain HPC products sold directly to consumers. The GPC services are often associated with the sale of product but are also provided separately and are considered a distinct performance obligation separate from product sales. The HPC extended warranty coverage is sold as a separate contract and is recognized as a separate performance obligation that is distinct from the product. The extended warranty is initially recognized as deferred revenue and amortized to Net Sales over the anticipated term of the performance of obligation. The HPC extended warranties terms are anywhere between 1 and 7 years, with the majority of the warranties realized within the first year of the term. Variable Consideration and Cash Paid to Customers The Company measures revenue as the amount of consideration for which it expects to be entitled in exchange for transferring goods or providing services. Certain retailers or end customers may receive cash or non-cash incentives such as rebates, volume or trade discounts, cooperative advertising, price protection, coupons, and other customer-related programs, including service level penalties, which are accounted for as variable consideration. Estimated amounts are included in the transaction price to the extent it is probable that a significant reversal of revenue recognized will not occur when the uncertainty is resolved. Estimates of variable consideration and determination of whether to include estimated amounts in the transaction price are based largely on an assessment of the anticipated performance and all information (historical, current and forecasted) that is reasonably available. The estimated liability for sales discounts and other programs and allowances is calculated using the expected value method or most likely amount and recorded at the time of sale as a reduction of net sales and trade receivables. The Company does not adjust the promised amount of consideration for the effects of a significant financing component, as the period between the transfer of a promised good or service to a customer and the customer’s payment for the good or service is one year or less. The Company generally expenses sales commissions and other contract and fulfillment costs when the amortization period is less than one year. The Company records these costs within Selling General & Administrative Expenses. The Company may enter into various arrangements, primarily with retail customers, which require the Company to make upfront cash payments or provide permanent fixtures and displays to support and secure distribution through such customers. The Company defers the cost provided they are supported by a volume-based arrangement with a period of 12 months or longer and amortizes the associated payment on a straight line basis based upon historical assumptions and terms of the customer arrangement. Deferred costs are recognized as a contract asset and reported as Prepaid Expenses and Other Current Assets or Deferred Charges and Other in the Consolidated Statements of Financial Position. The costs are incorporated into the pricing of product sold and the related amortization is treated as a reduction in Net Sales. The Company excludes all sales taxes that are assessed by a governmental authority from the transaction price. Product Returns In the normal course of business, the Company may allow customers to return product per the provisions in a sale agreement. Estimated product returns are recorded as a reduction in reported revenues at the time of sale based upon historical product return experience, adjusted for known trends, to arrive at the amount of consideration expected to be received. For the anticipated value of the returns, the Company will recognize a return liability in Other Current Liabilities and a separate return asset included in the Prepaid Expenses and Other Current Assets, when applicable. See Note 5 - Revenue Recognition for further discussion on product returns. Product returns do not include provisions for standard warranties provided to end-consumers of the Company’s products, which are recognized as a component of the Cost of Goods Sold. Costs and reserves associated with standard warranties are not material to the consolidated financial statements. The Company does not disclose the value of unsatisfied performance obligations for (i) contracts with an original expected length of one year or less and (ii) contracts for which we recognize revenue at the amount to which we have the right to invoice for services performed. The estimated revenue expected to be recognized in the future related to performance obligations that are unsatisfied or partially unsatisfied at the end of the reporting period is not material. See Note 5 – Revenue Recognition for further detail. 62 Table of Contents SPECTRUM BRANDS HOLDINGS INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES AND PRACTICES (continued) Shipping and Handling Costs Shipping and handling costs include costs incurred with third-party carriers to transport products to customers and salaries and overhead costs related to activities to prepare the Company’s products for shipment at the Company’s distribution facilities. The Company accounts for shipping and handling activities, which occur after control of the related goods transfers, as fulfillment activities instead of assessing such activities as performance obligations. Shipping and handling costs were $ 266.9 million, $ 272.6 million and $ 274.2 million during the years ended September 30, 2024, 2023 and 2022, respectively, and are included in Selling, General & Administrative Expenses. Advertising Costs Advertising costs include agency fees and other costs to create advertisements, as well as costs paid to third parties to print or broadcast the Company’s advertisements and are expensed as incurred. The Company incurred advertising costs of $ 91.7 million, $ 59.1 million and $ 64.1 million during the years ended September 30, 2024, 2023 and 2022, respectively, and are included in Selling, General & Administrative Expenses. Research and Development Costs Research and development costs include internal personnel and third-party costs incurred towards the development of new products and product innovation and are expensed as incurred. The Company incurred research and development costs of $ 28.1 million, $ 22.5 million, $ 26.7 million during the years ended September 30, 2024, 2023 and 2022, respectively, and are included in Selling, General & Administrative Expenses. Environmental Expenditures Environmental expenditures that relate to current operations or to conditions caused by past operations are expensed or capitalized as appropriate. The Company determines its liability for environmental matters on a site-by-site basis and records a liability at the time when it is probable that a liability has been incurred and such liability can be reasonably estimated. The estimated liability is not reduced for possible recoveries from insurance carriers. Environmental costs include initial site surveys, costs for remediation and restoration and ongoing monitoring costs, as well as fines, damages and other costs, when applicable and estimable. Adjustments to initial estimates are recorded, from time to time, to reflect changing circumstances and estimates based upon additional information developed in subsequent periods. See Note 20 - Commitments and Contingencies for further discussion. Exit and Disposal Costs The Company regularly enters into various initiatives that may include the recognition of exit or disposal costs. Exit or disposal costs include, but are not limited to, the costs of termination benefits, such as a one-time involuntary severance or retention bonuses, one-time contract termination costs (excluding leases), and other costs associated with non-termination type costs related to restructuring initiatives such as incremental costs for the sale or termination of a line of business, closure or consolidation of facilities, country or region, relocation of business activities and employees from one location to another, change in management structure, among others. Exit and disposal costs associated with manufacturing are recorded as Cost of Goods Sold and exit and disposal costs associated with sales, marketing, distribution or other administrative functions are recorded as Selling, General & Administrative Expenses. Liabilities from exit and disposal costs are recorded for estimated costs of facility closures, significant organizational adjustments and measures undertaken by management to exit certain activities. Costs for such activities are estimated by management after evaluating detailed analyses of the costs to be incurred. Such liabilities could include amounts for items such as severance costs and related benefits, and other items directly related to the exit activities. Impairment of property and equipment and other assets as a result of a such initiatives is recognized as a reduction of the appropriate asset. See Note 4 - Exit and Disposal Activities for further detail. Leases The Company determines if an arrangement is a lease at inception, considering whether the contract conveys a right to control the use of the identified asset for a period of time in exchange for consideration. Leases are classified as operating or finance leases at the commencement date of the lease. Operating leases are included in Operating Lease Assets, Other Current Liabilities and Long-Term Operating Lease Liabilities on the Consolidated Statements of Financial Position. Finance leases are included in Property, Plant and Equipment, Current Portion of Long-Term Debt, and Long-Term Debt, Net of Current Portion on the Consolidated Statements of Financial Position. Right of use (“ROU”) lease assets and liabilities are recognized based on the present value of future minimum lease payments over the lease term at commencement date. ROU lease liabilities are classified between current and long-term liabilities based on their payment terms. The ROU lease asset includes prepaid rent and reflects the unamortized balance of lease incentives. Our leases may include renewal options, and we include the renewal option in the lease term if we conclude that it is reasonably certain that we will exercise that option. The Company’s lease agreements do not contain any material residual value guarantees or material restrictive covenants. The Company records its operating lease and amortization of finance lease ROU assets within Cost of Goods Sold or Selling, General & Administrative Expense in the Consolidated Statements of Income depending on the nature and use of the underlying asset. Lease expense for operating leases is generally recognized on a straight-line basis over the lease term. Finance lease ROU assets are depreciated over the term of the lease and recognized as depreciation from Property Plant and Equipment, with finance interest cost recognized as Interest Expense in the Consolidated Statements of Income. Variable lease payments that do not depend on an index or a rate, such as the Company’s proportionate share of actual costs for utilities, common area maintenance, insurance, and property taxes, are excluded from the measurement of the lease liability, unless subject to fixed minimum requirements, and are recognized as variable lease cost when the obligation for that payment is incurred. As most of the Company’s leases do not provide the lease implicit rates, the Company uses its incremental borrowing rates as the discount rate, adjusted as applicable, based on the information available at the lease commencement dates to determine the present value of lease payments. The incremental borrowing rate represents an estimate of the interest rate the Company would incur to borrow, on a collateralized basis and in a similar economic environment, over the term of a lease. The Company may use the lease implicit rate, if readily determinable, as the discount rate to determine the present value of lease payments. The Company has subleased certain portions of excess space at certain of its distribution centers and administrative offices. Sublease income is associated with both finance and operating leases, recognized on a straight-line basis over the sublease term, and included in other non-operating income. 63 Table of Contents SPECTRUM BRANDS HOLDINGS INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES AND PRACTICES (continued) We review the impairment of our ROU lease assets consistent with the approach applied for our other long-lived assets. ROU lease assets are reviewed for impairment when events or changes in business circumstances indicate that the carrying amount of the assets may not be fully recoverable. Circumstances such as the discontinuation of a product or product line, a sudden or consistent decline in the sales forecast for a product, changes in technology or in the way an asset is being used, early termination or exit of a lease agreement, a history of operating or cash flow losses including changes in anticipated sublease income, when applicable, or an adverse change in legal factors or in the business climate, among others, may trigger an impairment review. If such indicators are present, the Company performs an undiscounted cash flow analysis to determine if impairment exists, including consideration for actual or potential sublease income. The asset value would be deemed impaired if the undiscounted cash flows generated did not exceed the carrying value of the respective asset group. If impairment is determined to exist, any related impairment loss is calculated based on fair value. See Note 12 – Leases for additional information. Supplier Financing Programs As part of ongoing efforts to maximize working capital, the Company works with its suppliers to optimize the terms and conditions, which may include the extension of payment terms. There is an agreement with a third-party administrator to provide an accounts payable tracking system and facilitate a supplier financing program, which allows participating suppliers the ability to monitor and voluntarily elect to sell the Company’s payment obligations to a designated third-party financial institution. Participating suppliers can sell one or more of the payment obligations at their sole discretion, and the Company’s rights and obligations to its suppliers are not impacted. The Company has no economic interest in a supplier’s decision to enter into these agreements. The Company’s rights and obligations to its suppliers, including amounts due and scheduled payment terms, are not impacted by suppliers’ decisions to sell amounts under these arrangements. See Note 14 - Supplier Financing Programs for further details. Income Taxes Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. The Company recognizes the effect of income tax positions only if those positions are more likely than not of being sustained. Recognized income tax positions are measured at the largest amount that is greater than 50 % likely of being realized. Changes in recognition or measurement are reflected in income tax expense in the period in which the change in judgment occurs. Accrued interest expense and penalties related to uncertain tax positions are recorded in Income Tax Expense. See Note 16 - Income Taxes for further detail. Foreign Currency Translation Local currencies are considered the functional currencies for most of the Company’s operations outside the United States. Assets and liabilities of the Company’s foreign subsidiaries are translated at the rate of exchange existing at year-end, with revenues, expenses and cash flows translated at the average of the monthly exchange rates. Adjustments resulting from translation of the financial statements are recorded as a component of equity in AOCI, including the effects of exchange rate changes on intercompany balances of a long-term investment nature. Foreign currency transaction gains and losses for transactions denominated in a currency other than the functional currency are reported in Other Non-Operating Expense, Net in the Consolidated Statements of Income in the period they occur. Exchange losses on foreign currency transactions were $ 7.5 million, $ 5.1 million, and $ 14.5 million for the years ended September 30, 2024, 2023 and 2022, respectively. Newly Adopted Accounting Standards In September 2022, the FASB issued ASU 2022-04, Supplier Finance Programs (Subtopic 405-50): Disclosure of Supplier Finance Program Obligations to enhance transparency about the use of supplier finance programs . Under the ASU, the buyer in a supplier finance program is required to disclose information about the key terms of the program, outstanding confirmed amounts as of the end of the period, a roll-forward of such amounts during each annual period, and a description of where in the financial statements outstanding amounts are presented. The amendments in ASU 2022-04 are effective for all entities for fiscal years beginning after December 15, 2022, including interim periods within those financial years, except for the disclosure of roll-forward information, which is effective for fiscal years beginning after December 15, 2023. 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. See Note 14 - Supplier Financing Programs for further detail. Recently Issued Accounting Standards In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures , which provides updates to qualitative and quantitative reportable segment disclosure requirements, including enhanced disclosures about significant segment expenses and increased interim disclosure requirements, among others. The amendments in ASU 2023-07 are effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted, and the amendments should be applied retrospectively. This ASU will be effective for our fiscal year ending September 30, 2025 for the first quarter of our fiscal year ending September 30, 2026. We are currently evaluating the impact this ASU may have on our consolidated financial statement disclosures. In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures , which provides qualitative and quantitative updates to the rate reconciliation and income taxes paid disclosures, among others, in order to enhance the transparency of income tax disclosures, including consistent categories and greater disaggregation of information in the rate reconciliation and disaggregation by jurisdiction of income taxes paid. The amendments in ASU 2023-09 are effective for fiscal years beginning after December 15, 2024, with early adoption permitted. The amendments should be applied prospectively; however, retrospective application is also permitted. This ASU will be effective for our fiscal year ending September 30, 2026. We are currently evaluating the impact this ASU may have on our consolidated financial statement disclosures. In December of 2021, the Organization for Economic Cooperation and Development (“OEC”) established a framework, referred to as Pillar 2, designed to ensure large multinational enterprises pay a minimum 15% level of tax on the income arising in jurisdictions in which they operate. The earliest effective date is for taxable years beginning after December 31, 2023, which for the Company would be the year ending September 30, 2025. Numerous non-U.S. countries have enacted the OECD model rules, and several other countries have drafted legislation to incorporate the framework into domestic laws. While the model rules for applying minimum tax may have been adopted, countries may enact Pillar 2 slightly differently than the model rules, and on different timelines, adopting certain components while delaying others, and may adjust domestic tax incentives in response to Pillar 2. Accordingly, we still are evaluating the 64 Table of Contents SPECTRUM BRANDS HOLDINGS INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES AND PRACTICES (continued) potential consequences of Pillar 2 on our consolidated financial statements and long-term financial position. In March 2024, the U.S. Securities and Exchange Commission (“SEC”) adopted final rules under SEC Release Nos. 33-11275 and 34-99678, The Enhancement and Standardization of Climate-Related Disclosures for Investors , which requires registrants to disclose certain climate-related information in registration statements and annual reports. The final rules include requirements to disclose material climate-related risks, activities to mitigate or adapt to such risks, information about the board of directors' oversight of climate-related risks and management's role in managing material climate-related risks, and information on any climate-related targets or goals that are material to the registrant's business, results of operations, or financial condition. In addition, the rules would require certain climate-related disclosure as it relates to severe weather events and other natural conditions and carbon offsets and renewable energy credits. Certain large registrants are also required to disclose Scope 1 and Scope 2 greenhouse gas (“GHG”) emissions when material. While the SEC voluntarily stayed the rules due to pending judicial review, the rules in their current form would be effective for the Company beginning in our fiscal year ending September 30, 2026. The Company is currently assessing the impact that these rules may have on the consolidated financial statements. In November 2024, the FASB issued ASU 2024-03, Disaggregation of Income Statement Expenses , which provides updates to qualitative and quantitative disclosure requirements over the disaggregation of relevant expense captions within the income statement to provide more transparency and useful information on expenses within the income statement including tabular presentation of prescribed expense categories such as the purchases of inventory, employee compensation, depreciation, intangible asset amortization, and inclusion of other specific expense, gains and losses required by existing GAAP with reconciliation of disaggregation to the face of the income statement. The amendments in ASU 2024-03 are effective for fiscal years beginning after December 15, 2026, with early adoption permitted. The amendment should be applied prospectively, however, retrospective application is also permitted. This ASU will be effective for our fiscal year ending September 30, 2028. We are currently evaluating the impact this ASU may have on our consolidated financial statement disclosures. NOTE 3 – DIVESTITURES The following table summarizes the components of Income from Discontinued Operations, Net of Tax in the accompanying Consolidated Statements of Income for the years ended September 30, 2024, 2023, and 2022: (in millions) 2024 2023 2022 Income from discontinued operations before income taxes - HHI $ 14.9 $ 136.9 $ 253.3 Gain on sale of discontinued operations before income taxes – HHI — 2,824.2 — Gain (loss) from discontinued operations before income taxes - other 10.2 ( 2.4 ) ( 3.8 ) Interest on corporate debt allocated to discontinued operations — 49.4 46.4 Income from discontinued operations before income taxes 25.1 2,909.3 203.1 Income tax (benefit) expense from discontinued operations ( 0.4 ) 873.7 53.4 Income from discontinued operations, net of tax 25.5 2,035.6 149.7 Income from discontinued operations, net of tax attributable to noncontrolling interest — 0.3 0.9 Income from discontinued operations, net of tax attributable to controlling interest $ 25.5 $ 2,035.3 $ 148.8 Interest on corporate debt allocated to discontinued operations includes interest on Term Loans that were required to be paid down using proceeds received on the disposal on sale of a business, plus allocated interest expense from corporate debt not directly attributable to or related to other operations based on the ratio of net assets of the disposal group held for sale to the consolidated net assets plus consolidated debt, excluding debt assumed in transaction, required to be repaid, or directly attributable to other operations of the Company. Corporate debt, including Term Loans, was not classified as held for sale as it is not directly attributable to the identified disposal groups. Hardware and Home Improvement ( “ HHI ” ) On September 8, 2021, the Company entered into a definitive Asset and Stock Purchase Agreement (the “ASPA”) with ASSA ABLOY AB (“ASSA”) to sell its HHI segment for cash proceeds of $ 4.3 billion, subject to customary purchase price adjustments. On June 20, 2023, the Company completed the divestiture resulting in the recognition of a gain on sale of $ 2.8 billion included as a component of income from discontinued operations before income taxes for the year ended September 30, 2023. In accordance with the ASPA, ASSA purchased the equity of certain subsidiaries of the Company and acquired certain assets and assumed certain liabilities of other subsidiaries used or held for the purpose of the HHI business. The Company and ASSA have made customary representations and warranties and have agreed to customary covenants relating to the acquisition. The Company and ASSA have agreed to indemnify each other for losses arising from certain breaches of the ASPA and for certain other matters. In particular, the Company has agreed to indemnify ASSA for certain liabilities relating to the assets retained by the Company, and ASSA has agreed to indemnify the Company for certain liabilities assumed by ASSA, in each case as described in the ASPA. As of September 30, 2024, the Company does not have significant or material outstanding indemnification payables related to the ASPA. 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 Consolidated Statements of Financial Position primarily attributable to outstanding settlements with tax authorities, uncertain tax benefit obligations and the estimated purchase price settlement. During the year ended September 30, 2024, the Company paid $ 26.9 million to complete the purchase price settlement in accordance with the ASPA and closed significant indemnification settlements in relation to the ASPA. During the year ended September 30, 2024, the Company recognized $ 14.9 million in income from discontinued operations before income taxes primarily 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. 65 Table of Contents SPECTRUM BRANDS HOLDINGS, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS NOTE 3 – DIVESTITURES (continued) The following table summarizes the components of income from discontinued operations before income taxes associated with HHI operations for the year ended September 30, 2023, through the close date of the divestiture, and the year ended September 30, 2022. (in millions) 2023 2022 Net sales $ 1,042.5 $ 1,652.3 Cost of goods sold 701.6 1,096.3 Gross profit 340.9 556.0 Operating expenses 199.4 298.0 Operating income 141.5 258.0 Interest expense 2.4 3.4 Other non-operating expense, net 2.2 1.3 Income from discontinued operations before income taxes $ 136.9 $ 253.3 Beginning in September 2021, the Company ceased the recognition of depreciation and amortization of long-lived assets associated with the HHI disposal group classified as held for sale. Interest expense consists of interest from debt directly attributable to HHI operations that primarily consist of interest from finance leases. No impairment loss was recognized on the asset held for sale as the purchase price of the business less estimated cost to sell is more than its carrying value. Income from discontinued operations associated with HHI operations includes only direct costs associated with the HHI disposal group and does not include indirect costs associated with allocations from enabling functions and shared operations such as information technology, human resources, finance and accounting, supply chain, and commercial finance, which supported the HHI operations during the fiscal periods of ownership through the date of the close of the divestiture, included as part of previous segment reporting, and are included within income from continuing operations when the HHI disposal group was recognized as discontinued operations for all reported fiscal periods. Such indirect costs for the year ended September 30, 2023, through the close date of the divestiture, and the year ended September 30, 2022, were $ 18.0 million and $ 27.6 million, respectively. For fiscal periods subsequent to the close of the divestiture, the indirect costs within income from continuing operations supporting the HHI disposal group are mitigated by income realized from TSAs, further discussed below. The following table presents significant non-cash items and capital expenditures of discontinued operations from the HHI divestiture for the years ended September 30, 2023, through the close date of the divestiture, and the year ended September 30, 2022: (in millions) 2023 2022 Share based compensation $ 1.5 $ 5.3 Purchases of property, plant and equipment $ 11.9 $ 23.9 The Company and ASSA entered into customary transition services agreements (“TSAs”) that became effective upon the consummation of the transaction that supports various shared back office administrative functions, including finance, sales and marketing, information technology, human resources, real estate and supply chain, customer service and procurement; supporting both the transferred HHI operations and the continuing operations of the Company. Charges associated with TSAs are recognized as bundled service costs under a fixed fee structure by the respective service or function and also include one-time pass-through charges including warehousing, freight, among others. TSA charges are settled periodically between the Company and ASSA on a net basis. Charges to ASSA are recognized as a reduction of the respective operating expense incurred and charges from ASSA are recognized as an operating expense depending upon the function supported by ASSA. The TSAs have overall expected time periods of 12 months following the close of the transaction with variability in expiration dependent upon the completed transition of the respective service or function, some of which have been extended an additional 12 months for a total duration of up to 24 months or earlier. During the year ended September 30, 2024 and 2023, the Company recognized net income associated with TSA charges of $ 31.8 million and $ 9.2 million, respectively, included within Selling, General & Administrative Expense on the Consolidated Statements of Income. Additionally, the Company and ASSA will receive cash and make payments on behalf of the respective counterparty's operations as part of the shared administrative functions, resulting in cash flow being commingled with the operating cash flow of the Company. The Company recognizes a net payable or receivable with ASSA for any outstanding TSA charges, pass through costs and net working capital attributable to the commingled cash flow. As of September 30, 2024 and 2023, the Company has a net receivable of $ 10.7 million and $ 4.0 million, respectively, included in Other Receivables on the Consolidated Statements of Financial Position. Other Loss from discontinued operations before income taxes – other includes incremental pre-tax loss for changes to tax and legal indemnifications and other agreed-upon funding under the acquisition agreements for the sale and divestiture of the Global Batteries & Lighting (“GBL”) and Global Auto Care (“GAC”) divisions to Energizer Holdings, Inc. (“Energizer”) during the year ended September 30, 2019. The Company and Energizer agreed to indemnify each other for losses arising from certain breaches of the acquisition agreement and for certain other matters. The Company has agreed to indemnify for certain liabilities relating to the assets retained, and Energizer agreed to indemnify the Company for certain liabilities assumed, in each case as described in the acquisition agreements. Subsequently, effective January 2, 2020, Energizer closed its divestitures of the European based Varta® consumer battery business in the EMEA region to Varta AG and transferred all respective rights and indemnifications attributable to the Varta® consumer battery business provided by the GBL sale to Varta AG. As of September 30, 2024, the Company does not have significant or material outstanding indemnification payables. As of September 30, 2023, the Company recognized $ 25.3 million primarily attributable to income tax indemnifications associated with previously recognized uncertain tax benefits in accordance with the acquisition agreement, including $ 8.6 million within Other Current Liabilities and $ 16.7 million within Other Long-Term Liabilities on the Consolidated Statements of Financial Position. During the year ended September 30, 2024, the Company recognized $ 10.2 million in income from discontinued operations before income taxes primarily related to the 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. 66 Table of Contents SPECTRUM BRANDS HOLDINGS, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS NOTE 4 - EXIT AND DISPOSAL ACTIVITIES During the years ended September 30, 2023 and 2022, the Company entered into initiatives in response to economic pressures within the consumer products and retail markets and changing operating strategies, resulting in the realization of headcount reductions. Additionally, during the year ended September 30, 2022, the Company initiated other restructuring initiatives within its international operations, including the exit of its in-country commercial operations in Russia, resulting in the recognition of severance and other termination costs. Total cumulative costs associated with the initiatives were $ 20.7 million. with substantially all costs associated having been recognized, with no further significant costs expected to be incurred. The following summarizes exit and disposal charges for the years ended September 30, 2024, 2023 and 2022: (in millions) 2024 2023 2022 Exit and disposal costs $ 1.0 $ 9.3 $ 10.4 Reported as: Cost of goods sold $ — $ 0.6 $ 0.1 Selling, general & administrative expense 1.0 8.7 10.3 The following summarizes exit and disposal charges by segment for the years ended September 30, 2024, 2023 and 2022: (in millions) 2024 2023 2022 GPC $ 0.1 $ 3.5 $ 3.6 H&G — 0.2 0.7 HPC 0.6 5.2 5.4 Corporate and shared operations 0.3 0.4 0.7 Total exit and disposal costs $ 1.0 $ 9.3 $ 10.4 The following is a summary of exit and disposal charges by cost type for the years ended September 30, 2024, 2023, and 2022: (in millions) Termination Benefits Other Costs Total For the year ended September 30, 2024 $ 0.6 $ 0.4 $ 1.0 For the year ended September 30, 2023 8.2 1.1 9.3 For the year ended September 30, 2022 10.2 0.2 10.4 The following is a rollforward of the accrual for exit and disposal charges by cost type for the years ended September 30, 2024, and 2023, included in Other Current Liabilities on the Consolidated Statements of Financial Position: (in millions) Termination Benefits Other Costs Total Accrual balance at September 30, 2022 $ 3.7 $ 0.3 $ 4.0 Provisions 7.6 0.6 8.2 Cash expenditures ( 8.1 ) ( 0.3 ) ( 8.4 ) Non-cash items 0.2 ( 0.1 ) 0.1 Accrual balance at September 30, 2023 $ 3.4 $ 0.5 $ 3.9 Provisions 0.6 — 0.6 Cash expenditures ( 2.8 ) ( 0.4 ) ( 3.2 ) Accrual balance at September 30, 2024 $ 1.2 $ 0.1 $ 1.3 NOTE 5 - REVENUE RECOGNITION The Company generates all of its revenue from contracts with customers. The following tables disaggregate our revenue for the years ended September 30, 2024, 2023, and 2022, by the Company’s key revenue streams, segments and geographic regions (based upon destination): 2024 (in millions) GPC H&G HPC Total Product Sales NA $ 706.4 $ 567.0 $ 474.0 $ 1,747.4 EMEA 388.5 — 491.6 880.1 LATAM 12.7 9.3 189.8 211.8 APAC 29.0 — 70.3 99.3 Licensing 9.8 2.3 7.5 19.6 Service and other 5.1 — 0.6 5.7 Total revenue $ 1,151.5 $ 578.6 $ 1,233.8 $ 2,963.9 67 Table of Contents SPECTRUM BRANDS HOLDINGS, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS NOTE 5 - REVENUE RECOGNITION (continued) 2023 (in millions) GPC H&G HPC Total Product Sales NA $ 710.7 $ 527.1 $ 514.4 $ 1,752.2 EMEA 361.3 — 465.0 826.3 LATAM 18.0 7.3 181.5 206.8 APAC 33.3 — 73.3 106.6 Licensing 10.0 2.1 7.8 19.9 Service and other 5.7 — 1.3 7.0 Total revenue $ 1,139.0 $ 536.5 $ 1,243.3 $ 2,918.8 2022 (in millions) GPC H&G HPC Total Product Sales NA $ 749.8 $ 576.8 $ 609.7 $ 1,936.3 EMEA 353.6 — 460.7 814.3 LATAM 19.3 8.0 216.1 243.4 APAC 36.5 0.1 71.9 108.5 Licensing 9.9 2.2 10.3 22.4 Service and other 6.2 — 1.4 7.6 Total revenue $ 1,175.3 $ 587.1 $ 1,370.1 $ 3,132.5 A significant portion of our product sales are subject to the continued use and access of the B&D brand through a license agreement with our HPC segment and primarily concentrated in the NA and LATAM regions. Net sales from B&D product sales consist of $ 353.2 million, $ 350.4 million, and $ 417.3 million for the years ended September 30, 2024, 2023 and 2022, respectively. All other brands and tradenames used in the Company’s commercial operations are either directly owned and not subject to further restrictions, or do not aggregate to a significant portion of net sales for the Company. The Company has a broad range of customers including many large retail customers. During the year ended September 30, 2024, 2023 and 2022, there were two large retail customers, each exceeding 10% of consolidated Net Sales and representing 35.9 %, 33.9 %, and 32.9 % of consolidated Net Sales, respectively. All segments sell products to the two large retail customers exceeding 10% of consolidated Net Sales. In the normal course of business, the Company may allow customers to return product or take credit for product returns per the provisions in a sale agreement. Estimated product returns are recorded as a reduction in reported revenue at the time of sale based upon historical product return experience, adjusted for known trends, to arrive at the amount of consideration expected to receive. The following is a rollforward of the liability for product returns for the years ended September 30, 2024, 2023 and 2022: (in millions) Beginning Balance Charged to Profit & Loss Deductions Other Adjustments Ending Balance September 30, 2024 $ 12.8 $ 28.6 $ ( 27.3 ) $ 0.3 $ 14.4 September 30, 2023 15.5 8.7 ( 11.2 ) ( 0.2 ) 12.8 September 30, 2022 11.8 12.4 ( 19.8 ) 11.1 15.5 The recent increase in product returns are attributable to additional returns for product recalls with the U.S. Consumer Product Safety Commission (“ CPSC ” ) , further discussed in Note 20 - Commitments and Contingencies . Other adjustments include foreign currency translation and the liability for product returns assumed as part of the acquisition of the Tristar Business during the year ended September 30, 2022. NOTE 6 - FAIR VALUE OF FINANCIAL INSTRUMENTS The fair value measurements of financial assets and liabilities are defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants. Fair value measurements are classified using a fair value hierarchy that is based on the observability of inputs used in measuring fair value. Observable inputs (highest level) reflect market data obtained from independent sources, while unobservable inputs (lowest level) reflect internally developed assumptions about hypothetical transactions in the absence of market data. The Company utilizes valuation techniques that attempt to maximize the use of observable inputs and minimize the use of unobservable inputs. Fair value measurements are classified under the following hierarchy: • Level 1 - Unadjusted quoted prices for identical instruments in active markets. • Level 2 - Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations whose inputs are observable or whose significant value drivers are observable. • Level 3 - Significant inputs to the valuation model are unobservable. 68 Table of Contents SPECTRUM BRANDS HOLDINGS, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS NOTE 6 - FAIR VALUE OF FINANCIAL INSTRUMENTS (continued) The carrying values and estimated fair values for financial instruments as of September 30, 2024 and 2023 are as follows: 2024 2023 (in millions) Level 1 Level 2 Level 3 Fair Value Carrying Amount Level 1 Level 2 Level 3 Fair Value Carrying Amount Derivative assets $ — $ 1.8 $ — $ 1.8 $ 1.8 $ — $ 3.3 $ — $ 3.3 $ 3.3 Derivative liabilities — 15.3 — 15.3 15.3 — 9.0 — 9.0 9.0 Debt — 576.3 — 576.3 560.8 — 1,418.6 — 1,418.6 1,555.5 The Company’s derivative instruments are valued on a recurring basis using internal models, which are based on market observable inputs, including both forward and spot prices for currencies and commodities, which are generally based on quoted or observed market prices (Level 2). The fair value of certain derivative financial instruments is estimated using pricing models based on contracts with similar terms and risks. Modeling techniques assume market correlation and volatility, such as using prices of one delivery point to calculate the price of the contract’s different delivery point. In addition, by applying a credit reserve which is calculated based on credit default swaps or published default probabilities for the actual and potential asset value, the fair value of the Company’s derivative financial instrument assets reflects the risk that the counterparties to these contracts may default on the obligations. Likewise, by assessing the requirements of a reserve for non-performance, which is calculated based on the probability of default by the Company, the Company adjusts its derivative contract liabilities to reflect the price at which a potential market participant would be willing to assume the Company’s liabilities. The Company has not changed the valuation techniques used in measuring the fair value of any financial assets and liabilities during the year. See Note 13 – Derivatives for further detail. The fair value measurements of the Company’s debt represent non-active market exchange-traded securities which are valued at quoted input prices that are directly observable or indirectly observable through corroboration with observable market data (Level 2). See Note 11 – Debt for further detail. The carrying values of goodwill, intangible assets and other long-lived assets such as property, plant and equipment and operating lease assets, are tested annually or more frequently if a triggering event occurs that indicates an impairment loss may have been incurred, using fair value measurements with unobservable inputs (Level 3). See Note 10 - Goodwill and Intangible Assets, Note 9 - Property Plant and Equipment , and Note 12 - Leases for further detail. The carrying values of cash and cash equivalents, short term investments, receivables, accounts payable and other short-term debt and accruals approximate fair value based on the short-term nature of these assets and liabilities. NOTE 7 - RECEIVABLES The allowance for doubtful accounts as of September 30, 2024 and 2023 was $ 8.1 million and $ 7.7 million, respectively. The following is a rollforward of the allowance for doubtful accounts for the years ended September 30, 2024, 2023 and 2022: (in millions) Beginning Balance Charged to Profit & Loss Deductions Other Adjustments Ending Balance September 30, 2024 $ 7.7 $ 2.6 $ ( 2.2 ) $ — $ 8.1 September 30, 2023 7.3 5.0 ( 1.4 ) ( 3.2 ) 7.7 September 30, 2022 6.7 4.2 ( 4.9 ) 1.3 7.3 Other adjustments include foreign currency translation and the allowance for doubtful accounts assumed as part of the acquisition of the Tristar Business during the year ended September 30, 2022. The Company has a broad range of customers including many large retail customers, some of which exceed 10% of consolidated Net Trade Receivables. As of September 30, 2024 and 2023 there were two customers that exceeded 10% of consolidated Trade Receivables, Net, representing 42.6 % and 39.8 %, respectively. We had entered into various factoring agreements and early pay programs with our customers to sell trade receivables under non-recourse agreements in exchange for cash proceeds and as part of our financing for working capital. These transactions were treated as a sale and accounted for as a reduction in trade receivables because the agreements transferred control and risk related to the receivables to the buyers. A loss was recognized for any discount and fees associated with the transfer and recognized as Selling, General and Administrative Expense on the Consolidated Statements of Income, with cash proceeds recognized as cash flow from operating activities. In some instances, we continued to service the transferred receivable after the factoring has occurred, but in most cases, we do not service any factored accounts. Any servicing of the trade receivable did not constitute significant continuing involvement or preclude the recognition of a sale and we do not carry any material servicing assets or liabilities on the Consolidated Statements of Financial Position. The cost of factoring such trade receivables was $ 1.9 million, $ 15.1 million, and $ 10.2 million for the years ended September 30, 2024, 2023, and 2022, respectively. During the year ended September 30, 2024, the Company had suspended its receivable factoring activity and participation in early pay programs. 69 SPECTRUM BRANDS HOLDINGS, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS NOTE 8 - INVENTORY Inventories as of September 30, 2024 and 2023 consist of the following: (in millions) 2024 2023 Raw materials $ 46.8 $ 55.8 Work-in-process 5.6 6.2 Finished goods 409.7 400.8 Inventories $ 462.1 $ 462.8 During the year ended September 30, 2023, the Company recognized an incremental inventory loss of $ 20.6 million in its HPC segment for the disposal of select product SKUs and models associated with the acquired brands from the Tristar Business acquisition after assessing, among other things, performance and quality standards and the business risks associated with the continued support and distribution of such products. HPC management has suspended any further sale of the selected products as part of a shift in its strategy of distribution and development of products within its brand portfolio and avoid deterioration and further reduction in the value of acquired brands and supported products. NOTE 9 - PROPERTY, PLANT AND EQUIPMENT Property, plant and equipment as of September 30, 2024 and 2023 consist of the following: (in millions) 2024 2023 Land, buildings and improvements $ 88.2 $ 83.4 Machinery, tooling and equipment 337.4 330.1 Computer software 142.6 136.2 Finance leases 141.4 136.9 Construction in progress 25.1 18.1 Property, plant and equipment $ 734.7 $ 704.7 Accumulated depreciation ( 468.1 ) ( 429.6 ) Property, plant and equipment, net $ 266.6 $ 275.1 Depreciation expense from property, plant and equipment for the years ended September 30, 2024, 2023 and 2022 was $ 57.3 million, $ 48.9 million, and $ 49.0 million, respectively. During the year ended September 30, 2023, the Company completed the sale of two facilities in its EMEA region, primarily consisting of office space supporting the GPC segment, with total proceeds of $ 5.2 million and resulting in a gain on sale of $ 2.7 million, included as Selling, General and Administrative Expense on the Consolidated Statements of Income. During the year ended September 30, 2023, the Company recognized a $ 3.9 million impairment charge on idle equipment associated with the early exit of a GPC warehouse lease, included as Selling, General and Administrative Expense on the Consolidated Statements of Income. Additionally, the Company has deferred implementation costs for hosted cloud computing arrangements as of September 30, 2024 and 2023 as follows: (in millions) 2024 2023 Deferred cloud computing costs, net $ 8.3 $ 7.0 Reported as: Prepaid expenses and other current assets 4.3 7.0 Deferred charges and other 4.0 — Amortization of deferred hosted cloud computing costs arrangements implementation costs for the years ended September 30, 2024, 2023 and 2022 was $ 2.6 million, $ 1.1 million and $ 0.6 million, respectively. NOTE 10 - GOODWILL AND INTANGIBLE ASSETS Goodwill, by segment, consists of the following: (in millions) GPC H&G HPC Total As of September 30, 2022 $ 502.4 $ 342.6 $ 108.1 $ 953.1 Impairment — — ( 111.1 ) ( 111.1 ) Tristar Business acquisition — — 3.0 3.0 Foreign currency impact 9.7 — — 9.7 As of September 30, 2023 $ 512.1 $ 342.6 $ — $ 854.7 Foreign currency impact 10.2 — — 10.2 As of September 30, 2024 $ 522.3 $ 342.6 $ — $ 864.9 During the year ended September 30, 2023, the Company recognized an impairment of goodwill of $ 111.1 million with its HPC reporting unit and segment identified by a triggering event attributable to a declining trend in operating performance results, challenging retail environment with increased competition, lower distribution, and excess retail inventory levels impacting pricing and promotional spending, resulting in a reduction in actual and projected sales and margin realization within its current and forecasted cash flows and a full impairment of the identified goodwill for the HPC reporting unit and segment. 70 Table of Contents SPECTRUM BRANDS HOLDINGS, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS NOTE 10 - GOODWILL AND INTANGIBLE ASSETS (continued) The carrying value of indefinite lived intangible and definite lived intangible assets subject to amortization and accumulated amortization are as follows: 2024 2023 (in millions) Gross Carrying Amount Accumulated Amortization Net Gross Carrying Amount Accumulated Amortization Net Amortizable intangible assets Customer relationships $ 641.8 $ ( 452.3 ) $ 189.5 $ 635.0 $ ( 412.9 ) $ 222.1 Technology assets 75.3 ( 41.0 ) 34.3 75.3 ( 35.9 ) 39.4 Tradenames 27.9 ( 10.9 ) 17.0 27.6 ( 7.4 ) 20.2 Total amortizable intangible assets 745.0 ( 504.2 ) 240.8 737.9 ( 456.2 ) 281.7 Indefinite-lived intangible assets - tradenames 749.6 — 749.6 778.4 — 778.4 Total intangible assets $ 1,494.6 $ ( 504.2 ) $ 990.4 $ 1,516.3 $ ( 456.2 ) $ 1,060.1 During the year ended September 30, 2024, the Company recognized an impairment of indefinite lived intangible assets of $ 45.2 million, consisting of an impairment with our H&G segment of $ 39.0 million with the Rejuvenate® tradename identified by a triggering event due to the loss of a key distribution expansion opportunity resulting in a significant shift in the forecasted revenue, an impairment with our HPC segment of $ 4.0 million with a non-core tradename identified by a triggering event due to a change in brand strategy, and an impairment with our GPC segment of $ 2.2 million with the OmegaSea® tradename identified as part of our annual impairment assessment. During the year ended September 30, 2023, the Company recognized an impairment on indefinite lived intangible assets of $ 120.7 million, including an impairment with our H&G segment of $ 56.0 million with the Rejuvenate® tradename identified by a triggering event due to a shift in consumer purchasing activity and retail inventory management efforts with certain retail customers that make up a significant concentration of revenue for the brand and further reducing near-term forecasted sales, with a strategic shift in the projected timing and realization of long-term projected revenues. Additionally, the Company recognized impairment charges with our HPC segment including the impairment of the PowerXL® tradename of $ 45.0 million identified by a triggering event due to the decrease in distribution with retail customers, significant pricing adjustments and promotional spending activity resulting in a substantial shift in actual and projected revenues for the brand; and the impairment of the George Foreman® tradename of $ 19.7 million identified by a triggering event due to shifts in market demand for related product categories and shift in the Company’s brand portfolio strategy and projected utilization of the tradename going forward. As a result of the change in the Company’s strategy and utilization of the George Foreman® tradename, the Company converted the George Foreman® tradename from an indefinite-lived tradename to a definite-lived tradename during the year ended September 30, 2023. Amortization expense from intangible assets for the years ended September 30, 2024, 2023 and 2022 was $ 44.5 million, $ 42.3 million and $ 50.3 million, respectively. Excluding the impact of any future acquisitions or changes in foreign currency, the Company anticipates the annual amortization expense of intangible assets for the next five fiscal years will be as follows: (in millions) Amortization 2025 $ 42.2 2026 40.0 2027 40.0 2028 39.9 2029 36.9 NOTE 11 - DEBT Debt as of September 30, 2024 and 2023 consist of the following: 2024 2023 (in millions) Amount Rate Amount Rate 3.375 % Exchangeable Notes, due June 1, 2029 $ 350.0 3.4 % $ — — % 4.00 % Notes, due October 1, 2026 — — % 448.8 4.0 % 5.00 % Notes, due October 1, 2029 4.9 5.0 % 297.2 5.0 % 5.50 % Notes, due July 15, 2030 13.2 5.5 % 288.5 5.5 % 3.875 % Notes, due March 15, 2031 128.0 3.9 % 453.0 3.9 % Obligations under finance leases 81.6 5.4 % 86.4 5.3 % Total debt 577.7 1,573.9 Debt issuance costs ( 16.9 ) ( 18.4 ) Less current portion ( 9.4 ) ( 8.6 ) Long-term debt, net of current portion $ 551.4 $ 1,546.9 71 Table of Contents SPECTRUM BRANDS HOLDINGS, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS NOTE 11 - DEBT (continued) The aggregate scheduled maturities of debt obligations are as follows, excluding obligations under capital leases. See Note 12 - Leases for scheduled maturities of obligations under capital leases: (in millions) Amount 2025 $ — 2026 — 2027 — 2028 — 2029 350.0 Thereafter 146.1 Total long-term debt $ 496.1 Credit Agreement and Revolver Facility On October 19, 2023, Spectrum Brands, Inc. (“SBI”), a wholly-owned subsidiary of Spectrum Brands, Holdings, Inc. (“SBH”), and SB/RH Holdings, LLC (“SB/RH”), 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, 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. The Credit Agreement refinanced the Company’s previous credit agreement and includes certain modified terms from the previous Credit Agreement, including extending the maturity to October 19, 2028, and the reduction of the Revolver Facility to $ 500 million (with a U.S. dollar tranche and a multicurrency tranche). The Credit Agreement contains customary affirmative and negative covenants, including, but not limited to, restrictions on SBI and its restricted subsidiaries’ ability to incur indebtedness, create liens, make investments, pay dividends or make certain other distributions, and merge or consolidate or sell assets, in each case subject to certain expectations set forth in the Credit Agreement. The aggregate commitment amount with respect to (a) the U.S. dollar tranche of the Revolving Facility is $ 400 million and (b) the multi-currency tranche of the Revolving Facility is $ 100 million. The commitment fee rate is equal to 0.20 % of the unused commitments under the Revolving Facility (which may be increased to a maximum rate equal to 0.40 % based on certain total net leverage ratios specified in the Credit Agreement). All outstanding amounts under the U.S. dollar tranche (if funded in U.S. dollars) will bear interest, at the option of the Company, at a rate per annum equal to (x) Term SOFR, plus a margin ranging between 1.00 % to 2.00 % per annum (based on certain total net leverage ratios specified in the Credit Agreement) or (y) the Alternate Base Rate (as defined in the Credit Agreement), plus a margin ranging between 0.00 % to 1.00 % per annum (based on certain total net leverage ratios specified in the Credit Agreement). The multi-currency tranche (if funded in Euros) will bear interest at a rate per annum equal to the EURIBOR Rate, plus a margin ranging between 1.00 % to 2.00 % per annum (based on certain total net leverage ratios specified in the Credit Agreement). The multi-currency tranche (if funded in Canadian dollars) will bear interest, at the option of the Company, at a rate per annum equal to (x) Term CORRA (Canadian Overnight Repo Rate Average), plus a margin ranging between 1.00 % to 2.00 % per annum (based on certain total net leverage ratios specified in the Credit Agreement) or (y) the Canadian Prime Rate, plus a margin ranging between 0.00 % to 1.00 % per annum (based on certain total net leverage ratios specified in the Credit Agreement). 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). Pursuant to a guarantee agreement, SBH and the material wholly-owned domestic subsidiaries of SBI have guaranteed SBI’s obligations under the Credit Agreement and related loan documents. Pursuant to a security agreement, SBI and such subsidiary guarantors have pledged substantially all of their respective assets to secure such obligations and, in addition, SBH has pledged the capital stock of SBI to secure such obligations. The Credit Agreement also provides for customary events of default including payment defaults and cross-defaults to other material indebtedness. The Credit Agreement, solely with respect to the Revolver Facility, contains a financial covenant test on the last day of each fiscal quarter on the maximum total leverage ratio. This is calculated as the ratio of (i) the principal amount of third-party debt for borrowed money (including unreimbursed letter of credit drawings), capital leases and purchase money debt, at period-end, less cash and cash equivalents, to (ii) adjusted EBITDA for the trailing twelve months. The maximum total leverage ratio should be no greater than 6.0 to 1.0. As a result of borrowings and payments under the Revolver Facility, as of September 30, 2024, the Company had borrowing availability of $ 490.8 million, net of outstanding letters of credit of $ 9.2 million. As of September 30, 2024, there was unamortized debt issuance costs of $ 4.3 million associated with the Credit Agreement. 3.375 % Exchangeable Notes due June 1, 2029 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; 72 Table of Contents SPECTRUM BRANDS HOLDINGS, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS NOTE 11 - DEBT (continued) • 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; or • 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. 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. As of September 30, 2024, there was unamortized debt issuance costs of $ 11.1 million associated with 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 September 30, 2024, and were classified as long-term debt on the Consolidated Statements 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. 4.00 % Notes due October 1, 2026 (“2026 Notes”) On September 20, 2016, SBI issued € 425 million aggregate principal amount of 4.00 % Notes due October 1, 2026. The 2026 Notes were guaranteed by SB/RH as well as by SBI’s existing and future domestic subsidiaries. The Company recorded $ 7.7 million of fees in connection with the offering of the 2026 Notes, which have been capitalized as debt issuance costs and were amortized over the remaining life of the 2026 Notes. During the year ended September 30, 2024, concurrent with the issuance of the Exchangeable Notes, the Company initiated a cash tender offer and fully redeemed the outstanding principal amount of the 2026 Notes, resulting in a full write-off of unamortized debt issuance costs and loss on early extinguishment, as further discussed below. 5.00 % Notes due October 1, 2029 (“2029 Notes”) On September 24, 2019, SBI issued $ 300 million aggregate principal amount of 5.00 % Senior Notes due October 1, 2029. The 2029 Notes are guaranteed by SBI’s existing and future domestic subsidiaries. SBI may redeem some or all of the 2029 Notes at certain fixed redemption prices. Further, the indenture governing the 2029 Notes (the “2029 Indenture”) requires SBI to make an offer, in cash, to repurchase all or a portion of the applicable outstanding notes for a specified redemption price, including a redemption premium, upon the occurrence of a change of control of SBI, as defined in the 2029 Indenture. The 2029 Indenture contains covenants that limit, among other things, the incurrence of additional indebtedness, payment of dividends on or redemption or repurchase of equity interests, the making of certain investments, expansion into unrelated businesses, creation of liens on assets, merger or consolidation with another company, transfer or sale of all or substantially all assets, and transactions with affiliates. In addition, the 2029 Indenture proves for customary events of default, including failure to make required payments, failure to comply with certain agreements or covenants, failure to make payments when due or on acceleration of certain other indebtedness, and certain events of bankruptcy and insolvency. Events of default under the 2029 Indenture arising from certain events of bankruptcy or insolvency will automatically cause the acceleration of the amounts due under the 2029 Notes. If any other event of default under the 2029 Indenture occurs and is continuing, the trustee for the 2029 Indenture or the registered holders of at least 25 % in the then aggregate outstanding principal amount of the 2029 Notes, may declare the acceleration of the amounts due under those notes. As of September 30, 2024, we were in compliance with all covenants under the indentures governing the 2029 Notes. 73 Table of Contents SPECTRUM BRANDS HOLDINGS, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS NOTE 11 - DEBT (continued) The Company recorded $ 4.1 million of fees in connection with the offering of the 2029 Notes, which have been capitalized as debt issuance costs and are being amortized over the remaining life of the 2029 Notes. During the year ended September 30, 2024, concurrent with the issuance of the Exchangeable Notes, the Company initiated a cash tender offer and partially redeemed the outstanding principal amount of the 2029 Notes, resulting in a partial write-off of unamortized debt issuance costs and loss on early extinguishment, as further discussed below, further discussed below. As of September 30, 2024, there was unamortized debt issuance costs of $ 0.1 million associated with the 2029 Notes. 5.50 % Notes due July 15, 2030 (“2030 Notes”) On June 30, 2020, SBI issued $ 300 million aggregate principal amount of 5.50 % Senior Notes due July 13, 2030. The 2030 Notes are guaranteed by SBI's existing and future domestic subsidiaries. On or after July 15, 2025, SBI may redeem some or all of the 2030 Notes at certain fixed redemption prices. In addition, prior to July 15, 2025, SBI may redeem the applicable outstanding notes at a redemption price equal to 100 % of the principal amount plus a “make-whole” premium, plus accrued and unpaid interest. SBI may redeem up to 35 % of the aggregate principal amount of the notes before July 15, 2023 with cash equal to the net proceeds that SBI raises in equity offerings at specified redemption price. Further, the indenture governing the 2030 Notes (the “2030 Indenture”) requires SBI to make an offer, in cash, to repurchase all or a portion of applicable outstanding notes for a specified redemption price, including a redemption premium, upon the occurrence of a change of control of SBI, as defined in the 2030 Indenture. The 2030 Indenture contains covenants limiting, among other things, the incurrence of additional indebtedness, payments of dividends on or redemption or repurchase of equity interests, the making of certain investments, expansion into unrelated businesses, creation of liens on assets, merger or consolidation with another company, transfer or sale of all or substantially all assets, and transactions with affiliates. In addition, the 2030 Indenture provides for customary events of default, including failure to make required payments, failure to comply with certain agreements or covenants, failure to make payments when due or an acceleration of certain other indebtedness, and certain events of bankruptcy and insolvency. Events of default under the 2030 Indenture arising from certain events of bankruptcy or insolvency will automatically cause the acceleration of the amounts due under the 2030 Notes. If any other event of default under the 2030 Indenture occurs and is continuing, the trustee for the 2030 Indenture or the registered holders of at least 25 % in the then aggregate outstanding principal amount of the 2030 Notes, may declare the acceleration of the amounts due under those notes. As of September 30, 2024, we were in compliance with all covenants under the indentures governing the 2030 Notes. The Company recorded $ 6.2 million of fees in connection with the offering of the 2030 Notes, which have been capitalized as debt issuance costs and amortized over the remaining life of the 2030 Notes. During the year ended September 30, 2024, concurrent with the issuance of the Exchangeable Notes, the Company initiated a cash tender offer and partially redeemed the outstanding principal amount of the 2030 Notes, resulting in a partial write-off of unamortized debt issuance costs and loss on early extinguishment, as further discussed below. As of September 30, 2024, there was unamortized debt issuance costs of $ 0.2 million associated with the 2030 Notes. 3.875 % Notes due March 15, 2031 (“2031 Notes”) On March 3, 2021, SBI issued $ 500 million aggregate principal amount of 3.875 % Senior Notes due March 15, 2031. The 2031 Notes are guaranteed by SBI's existing and future domestic subsidiaries. On or after March 15, 2026, SBI may redeem some or all of the 2031 Notes at certain fixed redemption prices. In addition, prior to March 15, 2026, SBI may redeem the applicable outstanding notes at a redemption price equal to 100 % of the principal amount plus a “make-whole” premium, plus accrued and unpaid interest. SBI may redeem up to 35 % of the aggregate principal amount of the notes before March 15, 2024 with cash equal to the net proceeds that SBI raises in equity offerings at specified redemption price. Further, the indenture governing the 2031 Notes (the “2031 Indenture”) requires SBI to make an offer, in cash, to repurchase all or a portion of applicable outstanding notes for a specified redemption price, including a redemption premium, upon the occurrence of a change of control of SBI, as defined in the 2031 Indenture. The 2031 Indenture contains covenants limiting, among other things, the incurrence of additional indebtedness, pay dividends on or redemption or repurchase of equity interests, the making of certain investments, expansion into unrelated businesses, creation of liens on assets, merger or consolidation with another company, transfer or sale of all or substantially all assets, and transactions with affiliates. In addition, the 2031 Indenture provides for customary events of default, including failure to make required payments, failure to comply with certain agreements or covenants, failure to make payments when due or an acceleration of certain other indebtedness, and certain events of bankruptcy and insolvency. Events of default under the 2031 Indenture arising from certain events of bankruptcy or insolvency will automatically cause the acceleration of the amounts due under the 2031 Notes. If any other event of default under the 2031 Indenture occurs and is continuing, the trustee for the 2031 Indenture or the registered holders of at least 25 % in the then aggregate outstanding principal amount of the 2031 Notes, may declare the acceleration of the amounts due under those notes. As of September 30, 2024, we were in compliance with all covenants under the indentures governing the 2031 Notes. The Company recorded $ 7.6 million of fees in connection with the offering of the 2031 Notes, which have been capitalized as debt issuance costs and are being amortized over the remaining life of the 2031 Notes. During the year ended September 30, 2024, concurrent with the issuance of the Exchangeable Notes, the Company initiated a cash tender offer and partially redeemed the outstanding principal amount of the 2031 Notes, resulting in a partial write-off of unamortized debt issuance costs and gain on early extinguishment, as further discussed below. As of September 30, 2024, there was unamortized debt issuance costs $ 1.3 million associated with the 2031 Notes. 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 the outstanding aggregate principal amount of the 2026 Notes, the 2029 Notes and the 2030 Notes, and a tender offer for 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. Additionally, on June 17, 2024, the Company notified the trustee of the 2026 Notes that it would redeem the remaining aggregate principal amount not redeemed as part of the Tender Offer, 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. 74 Table of Contents SPECTRUM BRANDS HOLDINGS, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS NOTE 11 - DEBT (continued) The following summarizes the results of the cash tender of the Tendered Offer and full redemption of the 2026 Notes (excluding amounts paid for unpaid and accrued interest), the write-off of unamortized debt issuance costs and loss (gain) from early extinguishment of debt realized during the year ended September 30, 2024: (in millions) Amounts Tendered Amounts Paid Premium (Discount) Realized Unamortized Debt Issuance Costs Loss (Gain) on Early Extinguishment 2026 Notes $ 462.0 $ 462.1 $ 0.1 $ 2.2 $ 2.3 2029 Notes 284.2 284.2 — 2.9 2.9 2030 Notes 142.5 142.5 — 2.0 2.0 2031 Notes 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. 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 years ended September 30, 2024 and 2023, the Company repurchased certain Senior Notes available for sale on the open market, at a discount, which were ultimately retired upon receipt. The repurchase of debt obligations are treated as an extinguishment, with any realized discount recognized as a gain on debt repurchase on the Consolidated Statements of Income, net any write-off of related deferred financing costs. The following summarizes the repurchase activity for each of the respective Senior Notes, including the amounts paid (excluding amounts paid for unpaid and accrued interest) for debt repurchases, the write-off of unamortized debt issuance costs and gain from early extinguishment realized during the years ended September 30, 2024 and 2023: 2024 2023 (in millions) Amounts Repurchased Amounts Paid Unamortized Debt Issuance Costs Gain on Early Extinguishment Amounts Repurchased Amounts Paid Unamortized Debt Issuance Costs Gain on Early Extinguishment 2029 Notes $ 8.1 $ 7.8 $ 0.1 $ 0.2 $ 2.8 $ 2.6 $ — $ 0.2 2030 Notes 132.8 130.5 2.0 0.3 11.5 10.7 0.2 0.6 2031 Notes 39.2 34.6 0.4 4.2 47.1 39.4 0.6 7.1 Total $ 180.1 $ 172.9 $ 2.5 $ 4.7 $ 61.4 $ 52.7 $ 0.8 $ 7.9 75 Table of Contents SPECTRUM BRANDS HOLDINGS, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS NOTE 12 - LEASES The Company has leases primarily pertaining to manufacturing facilities, distribution centers, office space, warehouses, automobiles, machinery, computers, and office equipment that expire at various times through June 2035. We have embedded operating leases within certain third-party logistic agreements for warehousing and information technology services arrangements and recognized right of use assets identified in the arrangements as part of Operating Lease Assets on the Consolidated Statements of Financial Position. We elected to exclude certain supply chain contracts that may contain embedded leases for manufacturing facilities or dedicated manufacturing lines from our ROU asset and liability calculation based on the insignificant impact to our consolidated financial statements. The following is a summary of leases recognized on the Consolidated Statements of Financial Position as of September 30, 2024 and 2023: (in millions) Line Item 2024 2023 Assets Operating Operating lease assets $ 101.9 $ 110.8 Finance Property, plant and equipment, net 61.0 66.2 Total lease assets $ 162.9 $ 177.0 Liabilities Current Operating Other current liabilities $ 31.3 $ 26.9 Finance Current portion of long-term debt 9.4 8.6 Long-term Operating Long-term operating lease liabilities 87.0 95.6 Finance Long-term debt, net of current portion 72.2 77.8 Total lease liabilities $ 199.9 $ 208.9 As of September 30, 2024, there were no significant commitments related to executed leases that has not yet commenced and are unrecognized. During the year ended September 30, 2024, the Company recognized a $ 5.1 million impairment charge on a right of use operating lease asset for a HPC distribution center having a maturity of February 2025, due to the exit of operations from the facility and the inability to sub-lease to a third-party prior to the maturity, included within Selling, General & Administrative Expense on the Consolidated Statements of Income. During the year ended September 30, 2023, the Company recognized a $ 5.2 million impairment charge on a right of use operating lease asset for a GPC warehouse having a maturity date of December 2029, due to the exit of operations from the facility and the intention to sub-lease to a third-party, included as Selling, General & Administrative Expense on the Consolidated Statements of Income. The impairments were measured using projected discounted cash flow for the facility, including assumed sub-lease tenant, when applicable, at sub-lease rental rates comparable to current market conditions. The components of lease costs recognized in the Consolidated Statements of Income for the year ended September 30, 2024, 2023, and 2022 are as follows: (in millions) 2024 2023 2022 Operating lease cost $ 34.6 $ 37.0 $ 26.3 Finance lease cost Amortization of leased assets 10.3 10.2 10.5 Interest on lease liability 4.5 4.8 5.2 Variable lease cost 13.0 12.4 10.8 Total lease cost $ 62.4 $ 64.4 $ 52.8 During the year ended September 30, 2024, 2023, and 2022 the Company recognized income attributable to leases and sub-leases of $ 2.4 million, $ 2.4 million, and $ 2.7 million, respectively. Income from leases and sub-leases is recognized as Other Non-Operating Income on the Consolidated Statements of Income. The following is a summary of cash paid for amounts included in the measurement of lease liabilities recognized in the Consolidated Statements of Cash Flow, including supplemental non-cash activity related to operating leases, for the year ended September 30, 2024, 2023, and 2022: (in millions) 2024 2023 2022 Operating cash flow from operating leases $ 35.5 $ 30.3 $ 25.3 Operating cash flows from finance leases 4.5 4.8 5.1 Financing cash flows from finance leases 10.1 9.5 8.9 Supplemental non-cash flow disclosure Acquisition of operating lease asset through lease obligations 25.2 66.9 30.4 76 Table of Contents SPECTRUM BRANDS HOLDINGS, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS NOTE 12 - LEASES (continued) The following is a summary of weighted-average lease term and discount rate at September 30, 2024 and 2023: 2024 2023 Weighted average remaining lease term Operating leases 4.0 years 4.6 years Finance leases 8.0 years 8.7 years Weighted average discount rate Operating leases 6.0 % 5.5 % Finance leases 5.4 % 5.3 % At September 30, 2024, future lease payments under operating and finance leases were as follows: (in millions) Finance Leases Operating Leases 2025 $ 13.1 $ 37.3 2026 13.6 32.0 2027 13.4 29.6 2028 13.1 25.1 2029 12.7 7.4 Thereafter 33.9 1.8 Total lease payments 99.8 133.2 Amount representing interest ( 18.2 ) ( 14.9 ) Total minimum lease payments $ 81.6 $ 118.3 NOTE 13 - DERIVATIVES Derivative financial instruments are used principally in the management of its foreign currency exchange rate exposures. The Company does not hold or issue derivative financial instruments for trading purposes. Cash Flow Hedges The Company periodically enters into forward foreign exchange contracts to hedge a portion of the risk from forecasted foreign currency denominated third-party and intercompany sales or payments. These obligations generally require the Company to exchange foreign currencies for Australian Dollars, Canadian Dollars, Euros, Japanese Yen, Mexican Peso, Pound Sterling or U.S. Dollars. These foreign exchange contracts are cash flow hedges of fluctuating foreign exchange related to inventory purchases or the sale of product. Until the sale or purchase is recognized, the fair value of the related hedge is recorded in AOCI and as a derivative hedge asset or liability, as applicable. At the time the sale or purchase is recognized, the fair value of the related hedge is reclassified as an adjustment to purchase price variance in Cost of Goods Sold on the Consolidated Statements of Income. At September 30, 2024, the Company had a series of foreign exchange derivative contracts outstanding through June 2026. The derivative net loss estimated to be reclassified from AOCI into earnings over the next 12 months is $ 7.6 million, net of tax. At September 30, 2024 and 2023, the Company had foreign exchange derivative contracts designated as cash flow hedges with a notional value of $ 351.7 million and $ 320.2 million, respectively. For derivative instruments that are designated and qualify as cash flow hedges, the gain or loss on the effective portion of the derivative is reported as a component of AOCI and reclassified into earnings in the same period or periods during which the hedged transaction affects earnings. The following table summarizes the impact of the effective and ineffective portions of designated hedges and the gain or loss recognized in the Consolidated Statements of Income for the years ended September 30, 2024, 2023 and 2022: Gain (Loss) in OCI Reclassified to Continuing Operations (in millions) 2024 2023 2022 Line Item 2024 2023 2022 Foreign exchange contracts $ 0.1 $ 0.3 $ 0.2 Net sales $ 0.3 $ 0.2 $ 0.1 Foreign exchange contracts ( 20.1 ) ( 34.8 ) 30.9 Cost of goods sold ( 15.5 ) ( 12.4 ) 20.1 Total $ ( 20.0 ) $ ( 34.5 ) $ 31.1 $ ( 15.2 ) $ ( 12.2 ) $ 20.2 Derivative Contracts Not Designated as Hedges for Accounting Purposes The Company periodically enters into forward exchange contracts to economically hedge a portion of the risk from third-party and intercompany payments resulting from existing obligations. These obligations generally require the Company to exchange foreign currencies for, among others, Canadian Dollars, Colombian Peso, Czech Koruna, Euros, Japanese Yen, Mexican Peso, Pound Sterling, Singapore Dollar, Swiss Franc, Turkish Lira, or U.S. Dollars. These foreign exchange contracts are fair value hedges of a related liability or asset recorded in the Consolidated Statements of Financial Position. The gain or loss on the derivative hedge contracts is recorded in earnings as an offset to the change in value of the related liability or asset at each period end. At September 30, 2024, the Company had a series of forward exchange contracts outstanding through October 2024. At September 30, 2024 and 2023, the Company had $ 466.9 million and $ 671.5 million, respectively, of notional value for such foreign exchange derivative contracts outstanding. The following table summarizes the gain or loss associated with derivative contracts not designated as hedges in the Consolidated Statements of Income for the years ended September 30, 2024, 2023 and 2022. (in millions) Line Item 2024 2023 2022 Foreign exchange contracts Other non-operating (income) expense $ ( 20.1 ) $ ( 14.3 ) $ 25.6 77 Table of Contents SPECTRUM BRANDS HOLDINGS, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS NOTE 13 - DERIVATIVES (continued) Fair Value of Derivative Instruments The fair value of the Company’s outstanding derivative instruments in the Consolidated Statements of Financial Position are as follows: (in millions) Line Item 2024 2023 Derivative Assets Foreign exchange contracts - designated as hedge Other receivables $ 1.4 $ 1.4 Foreign exchange contracts - designated as hedge Deferred charges and other 0.1 0.1 Foreign exchange contracts - not designated as hedge Other receivables 0.3 1.8 Total Derivative Assets $ 1.8 $ 3.3 Derivative Liabilities Foreign exchange contracts - designated as hedge Accounts payable $ 11.5 $ 8.1 Foreign exchange contracts - designated as hedge Other long-term liabilities 1.4 — Foreign exchange contracts - not designated as hedge Accounts payable 2.4 0.9 Total Derivative Liabilities $ 15.3 $ 9.0 The Company is exposed to the risk of default by the counterparties with which it transacts and generally does not require collateral or other security to support financial instruments subject to credit risk. The Company monitors counterparty credit risk on an individual basis by periodically assessing each counterparty’s credit rating exposure. The maximum loss due to credit risk equals the fair value of the gross asset derivatives that are concentrated with certain domestic and foreign financial institution counterparties. The Company considers these exposures when measuring its credit reserve on its derivative assets, which were not significant for the years ended September 30, 2024 and 2023. The Company’s standard contracts do not contain credit risk related contingent features whereby the Company would be required to post additional cash collateral because a credit event. However, the Company is typically required to post collateral in the normal course of business to offset its liability positions. As of September 30, 2024, and 2023, there was no cash collateral outstanding and had no posted standby letters of credit related to such liability positions. Net Investment Hedge SBI had € 425.0 million aggregate principal amount of 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, Net. Net unrealized gains or losses from the net investment hedge are reclassified from AOCI into earnings upon 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 11 - 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 pre-tax (loss) gain from the net investment hedge recognized in Other Comprehensive Income for the year ended September 30, 2024, through redemption of the 2026 Notes, and the years ended September 30, 2023 and 2022: (Loss) Gain in OCI (in millions) 2024 2023 2022 Net investment hedge $ ( 13.2 ) $ ( 31.7 ) $ 75.8 NOTE 14 - SUPPLIER FINANCING PROGRAMS As of September 30, 2024 and 2023, the Company had $ 4.8 million and $ 17.9 million, respectively, in outstanding payment obligations that were sold to a financial institution by participating suppliers and included in Accounts Payable in the Consolidated Statements of Financial Position. During the year ended September 30, 2023, the Company paid $ 91.0 million to a financial institution for payment obligations that were settled through the supplier financing program. The following table summarizes the roll-forward of the supplier finance program for the year ended September 30, 2024: (in millions) Amount Outstanding payment obligations as of September 30, 2023 $ 17.9 Invoices confirmed during the period 45.7 Confirmed invoices paid during the period ( 58.8 ) Outstanding payment obligations as of September 30, 2024 $ 4.8 NOTE 15 - EMPLOYEE BENEFIT PLANS Defined Benefit Plans The Company has various defined benefit pension plans covering some of its employees. Plans generally provide benefits of stated amounts for each year of service. The Company funds its pension plans in accordance with the requirements of the defined benefit pension plans and, where applicable, in amounts sufficient to satisfy the minimum funding requirements of applicable laws. Additionally, in compliance with the Company’s funding policy, annual contributions to defined benefit plans are equal to the actuarial recommendations or statutory requirements in the respective countries. The Company sponsors or participates in a number of other non-U.S. pension arrangements, including various retirement and termination benefit plans, some of which are covered by local law or coordinated with government-sponsored plans, which are not significant in the aggregate. 78 Table of Contents SPECTRUM BRANDS HOLDINGS, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS NOTE 15 - EMPLOYEE BENEFIT PLANS (continued) The following tables provide additional information on the defined benefit plans as of September 30, 2024 and 2023: U.S. Plans Non U.S. Plans (in millions) 2024 2023 2024 2023 Changes in benefit obligation: Benefit obligation, beginning of year $ 50.9 $ 53.5 $ 106.5 $ 101.1 Service cost 0.7 0.6 0.7 0.8 Interest cost 2.8 2.8 5.0 4.6 Actuarial gain 4.4 ( 1.7 ) 8.0 ( 4.5 ) Settlements and curtailments — — ( 11.1 ) — Benefits paid ( 4.8 ) ( 4.3 ) ( 4.5 ) ( 4.2 ) Foreign currency exchange rate changes — — 8.1 8.7 Benefit obligation, end of year 54.0 50.9 112.7 106.5 Changes in plan assets: Fair value of plan assets, beginning of year 49.0 50.3 102.7 93.1 Actual return on plan assets 8.9 2.9 7.9 ( 1.1 ) Employer contributions 0.1 0.1 6.4 6.8 Settlements and curtailments — — ( 11.1 ) — Benefits paid ( 4.8 ) ( 4.3 ) ( 4.5 ) ( 4.2 ) Foreign currency exchange rate changes — — 8.0 8.1 Fair value of plan assets, end of year 53.2 49.0 109.4 102.7 Funded status $ ( 0.8 ) $ ( 1.9 ) $ ( 3.3 ) $ ( 3.8 ) Amounts recognized in statement of financial position Deferred charges and other $ — $ — $ 12.4 $ 9.6 Other accrued expenses 0.1 0.1 — — Other long-term liabilities 0.7 1.8 15.7 13.4 Accumulated other comprehensive loss 7.7 9.4 29.5 23.8 Weighted average assumptions Discount rate 4.39 - 4.74 % 5.72 % 3.40 - 5.10 % 4.00 - 5.20 % Rate of compensation increase N/A N/A 2.75 % 2.75 % The following table summarizes the projected benefit obligation, accumulated benefit obligation and fair value of plan assets for defined benefit plans with projected benefit obligations in excess of plan assets: U.S. Plans Non U.S. Plan (in millions) 2024 2023 2024 2023 Projected benefit obligation $ 54.0 $ 50.9 $ 66.8 $ 57.0 Accumulated benefit obligation 54.0 50.9 64.0 57.0 Fair value of plan assets 53.2 49.0 51.1 43.5 The following table contains the components of net periodic benefit cost from defined benefit plans for the years ended September 30, 2024, 2023 and 2022: U.S. Plans Non U.S. Plans (in millions) 2024 2023 2022 2024 2023 2022 Service cost $ 0.7 $ 0.6 $ 0.5 $ 0.7 $ 0.8 $ 1.2 Interest cost 2.8 2.8 1.9 5.0 4.6 2.1 Expected return on assets ( 2.9 ) ( 3.1 ) ( 3.2 ) ( 4.5 ) ( 3.9 ) ( 4.0 ) Unrecognized prior service cost — — — 0.1 — — Recognized net actuarial loss — — 0.8 0.9 0.8 2.8 Net periodic benefit cost $ 0.6 $ 0.3 $ — $ 2.2 $ 2.3 $ 2.1 Weighted average assumptions Discount rate 5.56 - 5.72 % 5.37 % 2.70 % 4.00 - 5.60 % 3.70 - 5.20 % 1.00 - 2.00 % Expected return on plan assets 5.50 % 5.25 % 5.00 % 2.54 - 5.00 % 2.54 - 5.58 % 0.99 - 4.06 % Rate of compensation increase N/A N/A N/A 2.75 % 2.75 % 2.50 % 79 Table of Contents SPECTRUM BRANDS HOLDINGS, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS NOTE 15 - EMPLOYEE BENEFIT PLANS (continued) The discount rate is used to calculate the projected benefit obligation. The discount rate used is based on the rate of return on government bonds as well as current market conditions of the respective countries where the plans are established. The expected return on plan assets is based on the expectation of the long-term average rate of return of the capital market in which the plans invest. The expected return reflects the target asset allocations and considers the historical returns earned for each asset category. The components of net periodic benefit cost other than the service cost component are recognized as Other Non-Operating Expense, Net on the Consolidated Statements of Income. See Note 19 - Accumulated Other Comprehensive Income for further detail on recognition of the net actuarial loss recognized in other comprehensive income attributable to defined benefit plans. The Company established formal investment policies for the assets associated with these plans. Policy objectives include maximizing long-term return at acceptable risk levels, diversifying among asset classes, if appropriate, and among investment managers, as well as establishing relevant risk parameters within each asset class. Specific asset class targets are based on the results of periodic asset/liability studies. The investment policies permit variances from the targets within certain parameters. The plan assets currently do not include holdings of the Company’s common stock. Below is a summary allocation of defined benefit plan assets as of September 30, 2024 and 2023: U.S. Plans Non U.S. Plans Asset Type 2024 2023 2024 2023 Equity Securities 20 % 30 % — % — % Fixed Income Securities 80 % 70 % 55 % 49 % Other — % — % 45 % 51 % Total 100 % 100 % 100 % 100 % The fair value of defined benefit plan assets by asset category as of September 30, 2024 and 2023 are as follows: September 30, 2024 September 30, 2023 (in millions) Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total Cash & cash equivalents $ 1.3 $ — $ — $ 1.3 $ 0.3 $ — $ — $ 0.3 Equity 3.5 4.4 — 7.9 4.6 5.7 — 10.3 Fixed income securities 33.3 7.1 — 40.4 24.2 7.8 — 32.0 Foreign equity 3.0 — — 3.0 4.5 — — 4.5 Foreign fixed income securities — 60.5 — 60.5 — 50.8 — 50.8 Life insurance contracts — 47.0 — 47.0 — 40.7 — 40.7 Annuity policy — — — — — — 10.4 10.4 Other — 2.5 — 2.5 — 2.7 — 2.7 Total plan assets $ 41.1 $ 121.5 $ — $ 162.6 $ 33.6 $ 107.7 $ 10.4 $ 151.7 Level 3 assets consisted of a purchased group annuity using plan assets and escrow funds to cover the projected benefit obligation assumed in the purchase as a result of an annuity buy-in, in accordance with United Kingdom ("UK") pension regulations, where the assets of the plan were invested in a bulk-purchase annuity policy with an insurance company, under which the Company retained both the fair value of the annuity contract and the pension benefit obligations related to this plan. During the year ended September 30, 2024, individual policies replaced the bulk annuity policy in a buy-out transaction resulting in the recognition of a plan settlement, removal of the related assets and obligations for the respective plan, and no Level 3 assets as of September 30, 2024. During the year ended September 30, 2024, the Company funded $ 1.6 million to cash accounts which are otherwise restricted by the trustee of certain benefit plans in the UK to support contingent funding requirements for the respective plans. The account is excluded from other plan assets within the trusts for the respective plans and considered restricted cash and reported as Deferred Chargers and Other Assets on the Consolidated Statements of Financial Position as of September 30, 2024. The following benefit payments are expected to be paid: (in millions) U.S. Plans Non U.S. Plans 2025 $ 4.9 $ 4.6 2026 4.2 5.0 2027 4.2 5.7 2028 4.2 6.0 2029 4.1 5.7 2025-2034 19.5 32.2 Defined Contribution Plans The Company sponsored defined contribution plans in which eligible participants may defer a fixed amount or a percentage of their eligible compensation, subject to limitations, pursuant to Section 401(k) of the Internal Revenue Code. The Company made discretionary matching contributions of eligible compensation. The Company also sponsors defined contribution plans for eligible employees of certain foreign subsidiaries. Contributions are discretionary and evaluated annually. Aggregate contributions charged to operations, including discretionary amounts, for the years ended September 30, 2024, 2023 and 2022, were $ 7.4 million, $ 7.5 million, and $ 7.4 million, respectively. 80 Table of Contents SPECTRUM BRANDS HOLDINGS, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS NOTE 16 - INCOME TAXES Income tax expense (benefit) was calculated based upon the following components of income (loss) from continuing operations before income taxes for the years ended September 30, 2024, 2023 and 2022: (in millions) 2024 2023 2022 United States $ 8.0 $ ( 399.8 ) $ ( 263.0 ) Outside the United States 155.6 109.6 172.7 Income (loss) from continuing operations before income taxes $ 163.6 $ ( 290.2 ) $ ( 90.3 ) The components of income tax expense (benefit) for the years ended September 30, 2024, 2023 and 2022 are as follows: (in millions) 2024 2023 2022 Current tax expense: U.S. Federal $ 27.4 $ 81.8 $ 7.7 Foreign 31.9 44.9 24.7 State and local 1.3 ( 0.4 ) ( 1.1 ) Total current tax expense 60.6 126.3 31.3 Deferred tax expense (benefit): U.S. Federal 6.2 ( 197.7 ) ( 26.5 ) Foreign 1.2 5.0 ( 1.2 ) State and local ( 3.7 ) 9.9 ( 16.9 ) Total deferred tax expense (benefit) 3.7 ( 182.8 ) ( 44.6 ) Income tax expense (benefit) $ 64.3 $ ( 56.5 ) $ ( 13.3 ) The following reconciles the total income tax expense (benefit), based on the U.S. Federal statutory income tax rate of 21% with the Company’s recognized income tax expense (benefit): (in millions) 2024 2023 2022 U.S. Statutory federal income tax expense (benefit) $ 34.4 $ ( 60.9 ) $ ( 19.0 ) Permanent items 8.1 5.0 ( 1.7 ) Goodwill impairment — 2.8 — Foreign statutory rate vs. U.S. statutory rate ( 3.7 ) ( 1.6 ) ( 4.7 ) State income taxes, net of federal effect ( 3.2 ) ( 14.5 ) ( 8.3 ) State effective rate change 1.0 ( 4.0 ) 1.2 GILTI 5.0 2.1 16.5 GILTI impact of retroactive law changes — — ( 3.2 ) Residual tax on foreign earnings 1.9 1.5 4.8 Change in valuation allowance 1.9 0.2 3.6 Unrecognized tax expense 7.3 3.8 2.2 Share based compensation adjustments 0.3 0.3 ( 5.6 ) Research and development tax credits ( 2.3 ) ( 1.8 ) ( 1.9 ) Partnership outside basis adjustment 7.7 7.0 1.2 Return to provision adjustments and other, net 5.9 3.6 1.6 Income tax expense (benefit) $ 64.3 $ ( 56.5 ) $ ( 13.3 ) 81 Table of Contents SPECTRUM BRANDS HOLDINGS, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS NOTE 16 - INCOME TAXES (continued) The tax effects of temporary differences that give rise to deferred tax assets and deferred tax liabilities as of September 30, 2024 and 2023 are as follows: (in millions) 2024 2023 Deferred tax assets Employee benefits $ 27.4 $ 22.9 Inventories and receivables 28.0 31.9 Marketing and promotional accruals 5.1 5.3 Property, plant and equipment 2.3 2.8 Unrealized losses 22.2 30.5 Intangibles 9.6 9.3 Operating lease liabilities 27.7 27.6 Net operating loss and other carry forwards 322.2 331.6 Other 21.1 17.0 Total deferred tax assets 465.6 478.9 Deferred tax liabilities Property, plant and equipment 4.4 7.9 Unrealized gains 6.8 11.1 Intangibles 171.8 167.2 Operating lease assets 23.4 24.6 Investment in partnership 78.3 80.3 Taxes on unremitted foreign earnings 1.7 1.2 Other 13.7 13.0 Total deferred tax liabilities 300.1 305.3 Net deferred tax liabilities 165.5 173.6 Valuation allowance ( 321.4 ) ( 333.4 ) Net deferred tax liabilities, net valuation allowance $ ( 155.9 ) $ ( 159.8 ) Reported as: Deferred charges and other $ 14.9 $ 15.0 Deferred income taxes (noncurrent liability) 170.8 174.8 During Fiscal 2022, the Company became aware of ongoing legal challenges to the validity of the IRC Section 245A temporary regulations (“June 2019 Regulations”) adopted by the Treasury Department in June of 2019. During the year ended September 30, 2022, the Company filed a protective amended U.S. income tax return consistent with the June 2019 Regulations being invalid. The Company has determined that this position is not more likely than not to be upheld and therefore did not record a tax benefit for this amended return for the year ended September 30, 2022. Should the June 2019 Regulations ultimately be found invalid, the Company estimates that, as of September 30, 2024, it would recognize a tax benefit of approximately $ 59.0 million. On November 20, 2020, the U.S. Treasury and the Internal Revenue Service issued Final Regulations (“November 2020 Regulations”) under Internal Revenue Code Sections 245A and 951A related to the treatment of previously disqualified basis under the GILTI regime. The November 2020 Regulations are effective for Fiscal 2022, but the Company can elect to apply them to Fiscal 2018 through Fiscal 2021. The Company has satisfied the requirements necessary to apply the Regulations retroactively. The Company completed and filed the amended return implementing these November 2020 Regulations during Fiscal 2022 and recorded an additional $ 3.2 million tax benefit in the year ended September 30, 2022 for years prior to Fiscal 2020. The Tax Reform Act of December 22, 2017, included a tax on deemed repatriated accumulated earnings of foreign subsidiaries. The Company’s mandatory repatriation tax is payable over 8 years. The first payment was due January 2019. As of September 30, 2024, $ 11.1 million of the mandatory repatriation liability is still outstanding and $ 5.2 million is due and payable in the next 12 months. To the extent necessary, the Company intends to utilize free cash flow from foreign subsidiaries in order to support management's plans to voluntarily accelerate pay down of U.S. debt, fund distributions to shareholders, fund U.S. acquisitions and satisfy ongoing U.S. operational cash flow requirements. The Company annually estimates the available earnings, permanent reinvestment classification and the availability of and management’s intent to use alternative mechanisms for repatriation for each jurisdiction in which the Company does business. Accordingly, the Company is providing residual U.S. and foreign deferred taxes on these earnings to the extent they cannot be repatriated in a tax-free manner. As of September 30, 2024 and 2023, the Company provided $ 1.7 million and $ 1.2 million, respectively, of residual foreign taxes on undistributed foreign earnings. As a result of the June 2019 Regulations and the deemed mandatory repatriation, the Company does not have significant prior year untaxed, undistributed earnings from its foreign operations at September 30, 2024. There were $ 500.6 million of the Company’s undistributed earnings taxed in the U.S. as a result of the mandatory deemed repatriation that was part of the Tax Reform Act, and the remaining earnings were taxed as a result of the June 2019 Regulations. The Company recorded GILTI inclusions for the tax year ended September 30, 2024 of $ 23.9 million. The Company estimates it generated untaxed, undistributed foreign earnings due to high-tax exceptions to GILTI inclusions under the Tax Reform Act for the year ended September 30, 2024 of $ 53.5 million and has cumulative untaxed, undistributed foreign earnings due to high-tax exceptions as of September 30, 2024 of $ 183.1 million. As of September 30, 2024, the Company has U.S. federal net operating carryforwards (“NOLs”) of $ 569.2 million with a federal tax benefit of $ 119.5 million and tax benefits related to state NOLs of $ 42.8 million. Certain of the U.S. federal and state NOLs have indefinite carryforward periods while certain state NOLs expire through years ending in 2044. As of September 30, 2024, the Company has foreign NOLs of $ 458.7 million and tax benefits of $ 114.6 million, which will expire beginning in the Company's fiscal year ending September 30, 2025. Certain of the foreign NOLs have indefinite carryforward periods. 82 Table of Contents SPECTRUM BRANDS HOLDINGS, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS NOTE 16 - INCOME TAXES (continued) A valuation allowance is recorded when it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of the deferred tax assets depends on the ability of the Company to generate sufficient taxable income of the appropriate character in the future and in the appropriate taxing jurisdictions. The Company has had multiple changes of ownership, as defined under Section 382 of the Internal Revenue Code of 1986, as amended, that subject the Company’s U.S. federal and state NOLs and other tax attributes to certain limitations. The annual limitation is based on a number of factors including the value of the Company’s stock (as defined for tax purposes) on the date of the ownership change, its net unrealized gain position on that date, the occurrence of realized gains in years subsequent to the ownership change and the effects of subsequent ownership changes (as defined for tax purposes), if any. Due to these limitations, the Company estimates, as of September 30, 2024, that $ 561.2 million of the total U.S. federal NOLs with a federal tax benefit of $ 117.8 million and $ 13.8 million of the tax benefit related to state NOLs will expire unused even if the Company generates sufficient income to otherwise use all of its NOLs. The Company also projects, as of September 30, 2024, that $ 112.4 million of tax benefits related to foreign NOLs will not be used. The Company has provided a full valuation allowance against these deferred tax assets. As of September 30, 2024, the valuation allowance is $ 321.4 million, of which $ 203.6 million is related to U.S. net deferred tax assets and $ 117.8 million is related to foreign net deferred tax assets. As of September 30, 2023, the valuation allowance was $ 333.4 million, of which $ 244.7 million was related to U.S. net deferred tax assets and $ 88.7 million is related to foreign net deferred tax assets. As of September 30, 2022, the valuation allowance was $ 337.4 million, of which $ 257.5 million is related to U.S. net deferred tax assets and $ 79.9 million is related to foreign net deferred tax assets. During the year ended September 30, 2024, the Company decreased its valuation allowance for deferred tax assets by $ 12.0 million of which $ 41.1 million is related to a decrease in valuation allowance against U.S. net deferred tax assets and $ 29.1 million related to an increase in the valuation allowance against foreign net deferred tax assets. During the year ended September 30, 2023, the Company decreased its valuation allowance for deferred tax assets by $ 4.0 million, of which $ 12.8 million was related to a decrease in valuation allowance against U.S. net deferred tax assets and $ 8.8 million related to an increase in the valuation allowance against foreign net deferred tax assets. As of September 30, 2024, the Company has recorded $ 42.3 million of valuation allowance against its U.S. state net operating losses. The total amount of unrecognized tax benefits at September 30, 2024 and 2023 are $ 190.2 million and $ 121.1 million, respectively. If recognized in the future, $ 102.1 million of the unrecognized tax benefits as of September 30, 2024 will impact the effective tax rate. The Company recognizes interest and penalties related to uncertain tax positions in income tax expense. As of September 30, 2024, and 2023 the Company had $ 9.8 million and $ 1.7 million of accrued interest and penalties related to uncertain tax positions. The impact on income tax expense related to interest and penalties for the year ended September 30, 2024 and 2023 was a net increase of $ 8.1 million, $ 0.3 million, respectively, and a net decrease of $ 0.1 million for the year ended September 30, 2022. The following table summarizes the changes to the amount of unrecognized tax benefits for the years ended September 30, 2024, 2023 and 2022: (in millions) 2024 2023 2022 Unrecognized tax benefits, beginning of year $ 121.1 $ 100.9 $ 18.0 Gross increase – tax positions in prior period 77.5 21.5 84.4 Gross decrease – tax positions in prior period ( 9.2 ) ( 34.4 ) ( 2.9 ) Gross increase – tax positions in current period 1.7 33.4 1.7 Settlements ( 0.6 ) — — Lapse of statutes of limitations ( 0.3 ) ( 0.3 ) ( 0.3 ) Unrecognized tax benefits, end of year $ 190.2 $ 121.1 $ 100.9 The $ 84.4 million increase for unrecognized tax positions relating to prior periods during the year ended September 30, 2022 includes $ 67.3 million related to the protective amended U.S. tax return filed consistent with the June 2019 Regulations being invalid. For the year ended September 30, 2023, the Company recorded a decrease to the June 2019 Regulations position of $ 33.0 million, which is included in the $ 34.4 million decrease for unrecognized tax positions relating to prior periods during the year ended September 30, 2023, and represents the impact of Fiscal 2023 activity on the position. For the year ended September 30, 2024, the Company recorded a decrease to the June 2019 Regulations position of $ 2.3 million for the impact of Fiscal 2024 on the position. In addition, during the year ended September 30, 2024, the Company recorded an increase to the June 2019 regulations position of $ 17.9 million for the adjustments related to the Fiscal 2023 U.S. federal tax return filed during Fiscal 2024. The Company also recorded $ 27.3 million during the year ended September 30, 2023 for uncertain tax positions related to the state tax on the sale of HHI, which was increased by an additional $ 50.1 million during the year ended September 30, 2024 for the Fiscal 2023 state tax returns filed during Fiscal 2024. The Company files income tax returns in the U.S. federal jurisdiction and various state, local and foreign jurisdictions and is subject to ongoing examination by the various taxing authorities. The Company’s major taxing jurisdictions are the U.S., United Kingdom and Germany. In the U.S., federal tax filings for years prior to and including the Company’s fiscal year ended September 30, 2017 are closed. However, the federal NOLs from the Company’s fiscal years ended September 30, 2012 through December 31, 2015 are subject to Internal Revenue Service examination until the year that such net operating loss carryforwards are utilized, and those years are closed for audit. In addition, certain losses from 2002 to 2010 of entities acquired by the Company were able to be used in Fiscal 2019 and are subject to Internal Revenue Service examination until Fiscal 2019 is closed to audit. The Fiscal 2019 tax year is currently under examination and remains open. Filings in various U.S. state and local jurisdictions are also subject to audit and to date no significant audit matters have arisen. As of September 30, 2024, certain of the Company’s legal entities are undergoing income tax audits. The Company cannot predict the ultimate outcome of the examinations; however, it is reasonably possible that during the next twelve months some portion of previously unrecognized tax benefits could be recognized. 83 Table of Contents SPECTRUM BRANDS HOLDINGS, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS NOTE 17 - SHAREHOLDER'S EQUITY The Company has a share repurchase program that is executed through purchases made from time to time either in the open market or otherwise. On May 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 previously approved share repurchase program, the Company purchased treasury shares in open market purchases at market fair value in private purchases from employees or significant shareholders at fair value and through an accelerated share repurchase (“ASR”) agreement with a third-party financial institution, further discussed below. As part of the recently 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 million of the Company’s common stock, par value $ 0.01 per share. 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. The transaction was accounted for as an equity transaction. The fair value of the initial shares received of $ 400.0 million were recorded as a treasury stock transaction, with the remainder of $ 100.0 million recorded as a reduction of Additional Paid-In Capital ("APIC") during the year ended September 30, 2023. Upon initial receipt of the shares, there was an immediate reduction in the weighted average common shares calculation for basic and diluted earnings per share. Upon settlement of the ASR Agreement effective November 16, 2023, the financial institution delivered additional shares of 1.3 million, based on the volume weighted average price per share of our common stock over the term of the agreement, less a negotiated discount, and recognized a non-cash treasury share repurchase from APIC of $ 83.2 million during the year ended September 30, 2024, based upon the market value of the Company’s stock at the time of settlement. The following summarizes the activity of common stock repurchases under the program for the years ended September 30, 2024, 2023 and 2022, excluding the recognition of a 1% excise tax on annual net share repurchases, recognized as a component of Treasury Stock on the Consolidated Statements of Financial Position (effective the year ended September 30, 2023): 2024 2023 2022 (in millions, except per share data) Number of Shares Repurchased Average Price Per Share Amount Number of Shares Repurchased Average Price Per Share Amount Number of Shares Repurchased Average Price Per Share Amount Open market purchases 5.6 $ 77.48 $ 432.7 0.4 $ 81.60 $ 34.7 1.4 $ 97.34 $ 134.0 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 5.7 75.36 $ 434.7 1.4 97.34 $ 134.0 NOTE 18 - SHARE BASED COMPENSATION Equity based incentive and performance compensation awards provided to employees, directors, officers and consultants, including the restricted stock units and stock options further discussed below, were issued pursuant to the Spectrum Brands Holdings, Inc. 2011 Omnibus Equity Awards Plan as approved and amended by the stockholders, and the Spectrum Brands Holdings, Inc. 2020 Omnibus Equity Plan, as approved by the stockholders. The following is a summary of the authorized and available shares per the respective plans: (number of shares, in millions) Authorized Available Spectrum Brands Holdings, Inc. 2011 Omnibus Equity Awards Plan 7.1 0.4 Spectrum Brands Holdings, Inc. 2020 Omnibus Equity Plan 2.6 1.8 Compensation costs for share-based payment arrangements are recognized as Selling, General and Administrative Expense on the Consolidated Statements of Income. The following is a summary of the share based compensation expense for the years ended September 30, 2024, 2023 and 2022: (in millions) 2024 2023 2022 Share based compensation expense $ 17.5 $ 17.2 $ 10.2 Restricted Stock Units (“RSUs”) The Company recognizes share based compensation expense from the issuance of RSUs, primarily under its Long-Term Incentive Plan (“LTIP”). RSUs granted under the LTIP include a combination of time-based grants and performance-based grants. Compensation cost is based on the fair value of the awards, as determined by the market price of the Company’s shares of common stock on the designated grant date and recognized on a straight-line basis over the requisite service period of the awards. Time-based RSUs provide for either a three year cliff vesting or graded vesting depending upon the vesting conditions and forfeitures provided by the grant. Performance-based RSUs are dependent upon achieving specified cumulative financial metrics (adjusted EBITDA, return on adjusted equity, and/or adjusted free cash flow) by the end of the three year vesting period. The actual number of shares that will ultimately vest for the performance-based RSUs is dependent on the level of achievement of the specified performance conditions upon completion of the designated performance period. The Company assessed the probability of achievement of the performance conditions and recognized expense for the awards based on the probable achievement of such metrics. Additionally, the Company regularly issues individual RSU awards under its equity plan to its Board members and individual employees for recognition, incentive, or retention purposes, when needed, which are primarily conditional upon time-based service conditions, valued based on the fair value of the awards as determined by the market price of the Company’s share of common stock on the designated grant price date and recognized as a component of share-based compensation on a straight-line basis over the requisite service period of the award. RSUs are subject to forfeiture if employment terminates prior to vesting with forfeitures recognized as they occur. RSUs have dividend equivalents credited to the recipient and are paid only to the extent the RSU vests and the related stock is issued. RSUs are exercised upon completion of the vesting conditions. Shares issued upon exercise of RSUs are sourced from treasury shares when available. 84 Table of Contents SPECTRUM BRANDS HOLDINGS, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS NOTE 18 – SHARE BASED COMPENSATION (continued) The Company regularly issues annual RSU grants under its LTIP during the first quarter of the fiscal year. The following is a summary of the RSUs granted during the fiscal year ended September 30, 2024: (in millions, except per share data) Units Weighted Average Grant Date Fair Value Fair Value at Grant Date Time-based grants Vesting in less than 12 months 0.06 $ 69.10 $ 4.1 Vesting in more than 12 months 0.16 68.08 10.6 Total time-based grants 0.22 68.36 14.7 Performance-based grants 0.26 67.36 17.83 Total grants 0.48 $ 67.81 $ 32.5 The following is a summary of RSU activity for the years ended September 30, 2024, 2023 and 2022: (in millions, except per share data) Units Weighted Average Grant Date Fair Value Fair Value at Grant Date Outstanding and nonvested as of September 30, 2021 1.46 $ 64.00 $ 93.2 Granted 0.33 95.30 32.3 Forfeited ( 0.18 ) 78.90 ( 13.8 ) Vested and exercised ( 0.60 ) 55.09 ( 33.4 ) Outstanding and nonvested as of September 30, 2022 1.01 77.22 78.3 Granted 0.55 52.22 28.6 Forfeited ( 0.21 ) 71.99 ( 15.0 ) Vested and exercised ( 0.46 ) 70.98 ( 32.7 ) Outstanding and nonvested as of September 30, 2023 0.89 66.29 59.2 Granted 0.48 67.81 32.5 Forfeited ( 0.18 ) 70.71 ( 12.6 ) Vested and exercised ( 0.21 ) 67.73 ( 14.0 ) Outstanding and nonvested as of September 30, 2024 0.98 $ 65.93 $ 65.1 As of September 30, 2024, the remaining unrecognized pre-tax compensation cost associated with outstanding RSUs is $ 41.3 million that would expect to be recognized over a weighted average period of 1.3 years, contingent upon realization of performance goals for performance based grants. If performance goals are not met, compensation cost may be not recognized, and previously recognized compensation cost would be reversed. Stock Options All stock options awards are fully vested and exercisable. The Company does not regularly grant new stock option awards and there were no awards granted during the years ended September 30, 2024, 2023 and 2022. Shares issued upon exercise of stock option awards are sourced from treasury shares when available. The following is a summary of outstanding stock option awards during the years ended September 30, 2024, 2023, and 2022: (in millions, except per share data) Options Weighted Average Exercise Price Weighted Average Grant Date Fair Value Vested and exercisable at September 30, 2021 $ 0.16 $ 82.36 $ 5.32 Vested and exercisable at September 30, 2022 0.16 82.36 5.32 Vested and exercisable at September 30, 2023 0.16 82.36 5.32 Forfeited ( 0.07 ) 72.92 4.91 Exercised ( 0.03 ) 82.85 5.25 Vested and exercisable at September 30, 2024 $ 0.06 $ 93.96 $ 5.86 The intrinsic value of share options exercised during the year ended September 30, 2024, was $ 0.4 million, which were settled through a net-share settlement where the shares delivered having an aggregate fair value equal to the intrinsic value of the share option at exercise, and no cash was received upon exercise. No options were exercised during the years ended September 30, 2023 and 2022. As of the year ended September 30, 2024, the aggregate intrinsic value of outstanding and exercisable options was $ 0.1 million, with the remaining contractual term of 1.9 years. 85 Table of Contents SPECTRUM BRANDS HOLDINGS, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS NOTE 19 - ACCUMULATED OTHER COMPREHENSIVE INCOME The changes in the components of accumulated other comprehensive income (loss), net of taxes, was as follows: (in millions) Foreign Currency Translation Derivative Instruments Defined Benefit Pension Total Balance as of September 30, 2021 $ ( 194.8 ) $ 6.4 $ ( 46.9 ) $ ( 235.3 ) Other comprehensive (loss) income before reclassification ( 72.0 ) 30.7 18.3 ( 23.0 ) Net reclassification for (gain) loss to income from continuing operations — ( 20.2 ) 3.6 ( 16.6 ) Net reclassification for gain to income from discontinued operations — ( 2.4 ) ( 0.1 ) ( 2.5 ) Other comprehensive (loss) income before tax ( 72.0 ) 8.1 21.8 ( 42.1 ) Deferred tax effect ( 20.0 ) 2.3 ( 8.9 ) ( 26.6 ) Other comprehensive (loss) income, net of tax ( 92.0 ) 10.4 12.9 ( 68.7 ) Less: other comprehensive loss from continuing operations attributable to non-controlling interest ( 0.4 ) — — ( 0.4 ) Less: other comprehensive loss from discontinued operations attributable to non-controlling interest ( 0.5 ) — — ( 0.5 ) Other comprehensive (loss) income attributable to controlling interest ( 91.1 ) 10.4 12.9 ( 67.8 ) Balance as of September 30, 2022 ( 285.9 ) 16.8 ( 34.0 ) ( 303.1 ) Other comprehensive income (loss) before reclassification 37.3 ( 35.3 ) ( 0.8 ) 1.2 Net reclassification for loss to income from continuing operations — 12.2 0.8 13.0 Net reclassification for loss (gain) to income from discontinued operations — 2.3 ( 0.1 ) 2.2 Other comprehensive income (loss) before tax 37.3 ( 20.8 ) ( 0.1 ) 16.4 Deferred tax effect 7.0 5.4 ( 0.1 ) 12.3 Other comprehensive income (loss), net of tax 44.3 ( 15.4 ) ( 0.2 ) 28.7 Deconsolidation of discontinued operations 26.6 — ( 0.5 ) 26.1 Net change to determine comprehensive income for the period $ 70.9 $ ( 15.4 ) $ ( 0.7 ) $ 54.8 Less: other comprehensive income from continuing operations attributable to non-controlling interest 0.3 — — 0.3 Less: Deconsolidation of discontinued operations 0.8 — — 0.8 Other comprehensive income (loss) attributable to controlling interest 69.8 ( 15.4 ) ( 0.7 ) 53.7 Balance as of September 30, 2023 ( 216.1 ) 1.4 ( 34.7 ) ( 249.4 ) Other comprehensive income (loss) before reclassification 49.6 ( 20.0 ) ( 5.3 ) 24.3 Net reclassification for loss to income from continuing operations 2.4 15.2 1.0 18.6 Other comprehensive income (loss) before tax 52.0 ( 4.8 ) ( 4.3 ) 42.9 Deferred tax effect 0.1 1.2 1.3 2.6 Other comprehensive income (loss), net of tax 52.1 ( 3.6 ) ( 3.0 ) 45.5 Less: other comprehensive income from continuing operations attributable to non-controlling interest 0.1 — — 0.1 Other comprehensive income (loss) attributable to controlling interest 52.0 ( 3.6 ) ( 3.0 ) 45.4 Balance as of September 30, 2024 $ ( 164.1 ) $ ( 2.2 ) $ ( 37.7 ) $ ( 204.0 ) The following table presents reclassifications of the gain (loss) on the Consolidated Statements of Income from AOCI for the periods indicated: (in millions) 2024 2023 2022 Foreign Currency Translation Defined Benefit Pension Derivative Instruments Defined Benefit Pension Derivative Instruments Defined Benefit Pension Derivative Instruments Net sales $ — $ — $ 0.3 $ — $ 0.2 $ — $ 0.1 Cost of goods sold — — ( 15.5 ) — ( 12.4 ) — 20.1 Other non-operating expense, net ( 2.4 ) ( 1.0 ) — ( 0.8 ) — ( 3.6 ) — Income from discontinued operations, net of tax — — — 0.1 ( 2.3 ) 0.1 2.4 See Note 13 - Derivatives for further detail on the Company’s hedging activity. See Note 15 - Employee Benefit Plans for further detail over the Company’s defined benefit plans. 86 Table of Contents SPECTRUM BRANDS HOLDINGS, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS NOTE 20 - COMMITMENTS AND CONTINGENCIES The Company is a defendant in various litigation matters generally arising out of the ordinary course of business. Based on information currently available, the Company does not believe that any additional matters or proceedings presently pending will have a material adverse effect on its results of operations, financial condition, liquidity or cash flows. Environmental Liabilities. The Company has realized commitments attributable to environmental remediation activities primarily associated with former manufacturing sites of the HPC business. In coordination with local and federal regulatory agencies, we have conducted testing on certain sites which have resulted in the identification of contamination that has been attributed to historic activities at the properties, resulting in the realization of incremental costs to be assumed by the Company towards the remediation of these properties and the recognition of an environmental remediation liability. We have not conducted invasive testing at all sites and locations and have identified an environmental remediation liability to the extent such remediation requirements have been identified and are considered estimable. The following is a summary of the environment remediation liability as of September 30, 2024 and 2023: (in millions) 2024 2023 Environmental remediation liability $ 4.5 $ 5.4 Reported as: Other current liabilities 0.8 1.5 Other long-term liabilities 3.7 3.9 The Company’s environmental remediation liabilities are measured at the expected value of future cash outflows discounted to their present value using a discount rate of 5 %. Based on current estimates, the expected payments for environmental remediation for the next five years and thereafter at September 30, 2024, are as follows: (in millions) Amount 2025 $ 0.8 2026 2.4 2027 0.3 2028 0.2 2029 0.2 Thereafter 1.6 Total payments 5.5 Amount representing interest ( 1.0 ) Total environmental obligation $ 4.5 The Company believes that any additional liability in excess of the amounts provided that may result from resolution of these matters, will not have a material adverse effect on the consolidated financial condition, results of operations or cash flows of the Company. Product Liability. The Company may be named as a defendant in lawsuits involving product liability claims. The Company has recorded and maintains an estimated liability in the amount of management’s estimate for aggregate exposure for such liabilities based upon probable loss from loss reports, individual cases, and losses incurred but not reported. As of September 30, 2024, and 2023, the Company recognized $ 2.2 million and $ 3.0 million in product liability, respectively, included in Other Current Liabilities on the 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. HPC Product Safety Recalls. During the years ended September 30, 2023 and 2022, the Company had issued four distinct product recalls associated with its HPC business for a Black+Decker® Garment Steamer, PowerXL® Self-Cleaning Juicer, PowerXL® Stuffed Wafflizer Waffle Maker, and Power XL® Dual Basket Air Fryer in collaboration with the U.S. Consumer Product Safety Commission (“ CPSC ” ), suspending sales of the affected products and issuing a stop sale with its customers, and resulting in the recognition of incremental costs to facilitate the recalls with the initial costs being recognized as of the year ended September 30, 2022, when the possibility of loss was considered probable. The Company has evaluated the probability of redemption and assessed the incremental costs attributable to the recall, including the anticipated returns of retail inventory, write-off of affected inventory on hand, consumer refunds and other costs to facilitate the recall such as notification, shipping and handling, rework and destruction of affected products, as needed. 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 year ended September 30, 2024, the Company was further required by the CPSC to reissue a recall for the Black+Decker® Garment Steamer that was previously remediated through the issuance of a replacement part in accordance with previously agreed-up remediation plans, expanding the requirements to issue a complete recall of the affected product and refund consumers. As a result, the reissued recall resulted in the recognition of incremental costs and reserves to address inventory returns from customers, further write-off of the affected inventory, consumer refunds and other costs to facilitate the reissued recall. As of September 30, 2024 and 2023, t he Company has recognized $ 6.1 million and $ 6.0 million in Other Current Liabilities on the Consolidated Statements 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 of the products affected by the recalls, the Company has indemnification provisions that are contractually provided by third parties for the affected products and as of September 30, 2024 and 2023, the Company has recognized $ 8.1 million and $ 7.1 million in Other Receivables, respectively, on the Consolidated Statements of Financial Position related to such indemnifications. Representation and Warranty Insurance Proceeds. On February 18, 2022, the Company acquired all of the membership interests in HPC Brands, LLC, which consist of the home appliances and cookware business of Tristar Products, Inc. (the “Tristar Business”) pursuant to a Membership Interest Purchase agreement dated February 3, 2022 (the “Acquisition Agreement”). During the year ended September 30, 2023, the Company submitted a claim under its representation and warranty insurance policies, seeking coverage for certain losses resulting from breaches of representations and warranties in the Acquisition Agreement. During the year ended September 30, 2024, the Company recognized a gain of $ 65.0 million attributable to insurance proceeds received from its representation and warranty insurance policies. 87 Table of Contents SPECTRUM BRANDS HOLDINGS INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS NOTE 20 - COMMITMENTS AND CONTINGENCIES (continued) Tristar Business Acquisition Litigation . Following the purchase of the Tristar Business in February 2022, the Company and its HPC segment have been detrimentally impacted by aspects of the acquired business’ operations and products, which have negatively impacted subsequent operating performance and partner relationships of the acquired brands and segment. Since the acquisition, the acquired business realized, among other things, significant distribution challenges, increased levels of retail inventory, reduced sales, increased promotional spending and deductions, higher level of product returns, and overall increased amount of costs. Additionally, the segment has realized losses attributable to recalls for products associated with the acquired brands, increased risks over the realizability of receivables and inventory, and recognized an impairment on assets including the acquired goodwill and the PowerXL® tradename intangible assets, further discussed in Note 10 - Goodwill and Intangible Assets . Further, the Company disposed of certain inventory and products associated with the acquired brands, further discussed in Note 8 - Inventory . The Company has been actively engaged in various litigation matters associated with the Tristar Business acquisition and continues to incur costs to facilitate such litigation matters. As part of these various litigation matters, the Company is seeking recovery for losses incurred in connection with the product recalls, as well as other damages incurred by the Company, its HPC segment and the acquired business. While the Company continues to pursue such actions, there can be no guarantees and assurances that recoveries associated with the litigation matters can be realized and recovered. As of September 30, 2024, the Company believes it has assessed appropriate risks and recognized applicable losses and reserves reflecting the net assets of the Company and its HPC segment. NOTE 21 - SEGMENT INFORMATION The Company identifies its segments based upon the internal organization that is used by management for making operating decisions, allocating capital and resources amongst the operations, and assessing performance as the source of its reportable segments. The Company manages its continuing operations in three vertically integrated, product-focused reporting segments: (i) GPC, which consists of the Company’s global pet care business; (ii) H&G, which consists of the Company’s home and garden, insect control and cleaning products business and (iii) HPC, which consists of the Company’s global small kitchen and personal care appliances businesses. Global strategic initiatives and financial objectives for each reportable segment are determined at the corporate level. Each segment is responsible for implementing defined strategic initiatives and achieving certain financial objectives and has a president responsible for the sales and marketing initiatives and financial results for product lines within the segment. See Note 1 - Description of Business for further details. Net sales consists of revenue generated by contracts with external customers. The segments do not have significant or material intrasegment revenues. Net sales relating to the segments for the years ended September 30, 2024, 2023 and 2022 are as follows. See Note 5 - Revenue Recognition for revenue from product sales, licensing and service and other revenue streams, by segment. (in millions) 2024 2023 2022 GPC $ 1,151.5 $ 1,139.0 $ 1,175.3 H&G 578.6 536.5 587.1 HPC 1,233.8 1,243.3 1,370.1 Net sales $ 2,963.9 $ 2,918.8 $ 3,132.5 The Chief Operating Decision Maker of the Company uses Adjusted EBITDA (Earnings Before Interest, Tax, Depreciation and Amortization) as the primary operating metric in evaluating the business and making operating decisions. EBITDA is calculated by excluding the Company’s income tax expense, interest expense, depreciation expense and amortization expense (from intangible assets) from net income. Adjusted EBITDA also excludes certain non-cash adjustments including share based compensation (see Note 18 - Share Based Compensation for further detail); impairment charges on property, plant and equipment, operating and finance lease assets, and goodwill and other intangible assets (See Note 9 - Property, Plant and Equipment, Note 12 - Leases, and Note 10 - Goodwill and Intangible Assets and for further detail, respectively); gain or loss from the early extinguishment of debt through the repurchase or early redemption of outstanding debt (See Note 11 - Debt for further detail); and purchase accounting adjustments recognized in income subsequent to an acquisition attributable to the step in value on assets acquired, including, but not limited to, inventory or operating lease assets. Additionally, the Company will further recognize adjustments from Adjusted EBITDA for other costs, gains and losses that are considered significant, non-recurring, or otherwise not supporting the continuing operations and revenue generating activity of the segment or Company, including but not limited to, exit and disposal activities (See Note 4 - Exit and Disposal Activities for further detail), or incremental costs associated with strategic transactions, restructuring and optimization initiatives such as the acquisition or divestiture of a business, related integration or separation costs, or the development and implementation of strategies to optimize or restructure the Company and its operations. The segments are supported through center-led corporate shared service operations which are enabling functions to the segments consisting of finance and accounting, information technology, legal and human resource, supply chain and commercial operations. Costs attributable to such shared service operations are allocated to the segments based upon various metrics which are considered representative to the use and support provided by such enabling functions to each of the segments. The Company has not included the results from discontinued operations within the following segment reporting when the discontinued operations were previously reported as a segment in any prior period. Indirect costs from shared enabling functions supporting discontinued operations during the fiscal periods of the Company’s ownership of the divested segment, prior to the completion of the divestiture, are excluded from the reporting of income (loss) from discontinued operations and included within the income (loss) for continuing operations as they are not direct costs of the disposal group. The indirect costs are considered unallocated shared service costs and not allocated across the remaining segments of the Company during the respective periods. See Note 3 - Divestitures for further discussion. The Company also incurs costs attributable to corporate functions such as tax, treasury, internal audit, corporate finance, legal and corporate executive and board related governance costs which are considered corporate costs of the Company and not allocated to the segments. Interest costs attributable to external borrowings, including finance leases, are not recognized or allocated to segments. Interest income is generally not recognized or allocated to segments. 88 Table of Contents SPECTRUM BRANDS HOLDINGS INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS NOTE 21 - SEGMENT INFORMATION (continued) The following is a summary of segment Adjusted EBITDA reconciled to the Company’s pre-tax operating income from continuing operation for the years ended September 30, 2024, 2023 and 2022. (in millions) 2024 2023 2022 GPC $ 216.1 $ 190.6 $ 168.6 H&G 90.8 72.5 86.2 HPC 75.3 43.1 69.6 Total segment adjusted EBITDA 382.2 306.2 324.4 Interest expense 58.5 116.1 99.4 Depreciation 57.3 48.9 49.0 Amortization 44.5 42.3 50.3 Corporate costs 66.1 41.1 41.3 Unallocated shared service costs — 18.0 27.6 Interest income 1 ( 55.7 ) ( 37.9 ) — Share based compensation 17.5 17.2 10.2 Non-cash impairment charges 50.3 242.6 — Non-cash purchase accounting adjustments 1.2 1.9 8.3 (Gain) loss from early extinguishment of debt ( 2.6 ) 3.0 — Exit and disposal costs 1.0 9.3 10.4 HHI separation costs 2 3.9 8.4 6.3 HPC separation initiatives 2 13.4 4.2 19.1 Global ERP transformation 2 15.0 11.4 13.1 Tristar Business acquisition and integration 2 — 11.5 24.3 Rejuvenate integration 2 — — 6.8 Armitage integration 2 — — 1.4 Omega production integration 2 — — 4.6 Coevorden operations divestiture 2 — 2.7 8.8 GPC distribution center transition 2 — — 35.8 HPC brand portfolio transition 2 — 2.5 1.3 HPC product recall 3 6.9 7.7 5.5 Gain from remeasurement of contingent consideration liability 4 — ( 1.5 ) ( 28.5 ) Representation and warranty insurance proceeds 5 ( 65.0 ) — — Litigation charges 6 2.9 3.0 1.5 HPC product disposal 7 — 20.6 — Other 8 3.4 23.4 18.2 Income (loss) from continuing operations before income taxes $ 163.6 $ ( 290.2 ) $ ( 90.3 ) ________________________________________ 1 Interest income is primarily associated with the corporate investment of cash proceeds from the HHI divestiture in June 2023. 2 Incremental costs associated with strategic transactions, restructuring and optimization initiatives, including, but not limited to, the acquisition or divestiture of a business, related integration or separation costs, or the development and implementation of strategies to optimize or restructure operations. 3 Incremental net costs from product recalls in the HPC segment. See Note 20 - Commitment and Contingencies for further detail. 4 Non-cash gain from the remeasurement of a contingent consideration liability associated with the Tristar Business acquisition during the years ended September 30, 2023 and 2022. 5 Gain from the receipt of insurance proceeds on representation and warranty policies associated with the Tristar Business acquisition. See Note 20 Commitment and Contingencies for further detail . 6 Litigation costs primarily associated with the Tristar Business acquisition. See Note 20 - Commitment and Contingencies for further detail. 7 Non-cash write-off from disposal of HPC inventory. See Note 8 - Inventory for further details. 8 Other is attributable to (1) other costs associated with strategic transaction, restructuring and optimization initiatives; (2) other foreign currency loss from the liquidation and deconsolidation of the Company's Russia operating entity during the year ended September 30, 2024; (3) key executive severance and other one-time compensatory costs, (4) non-recurring insurable losses, net insurance proceeds; and (5) impact from the early settlement of foreign currency cash flow hedges during September 30, 2023 and 2022, as previously reported. 89 Table of Contents SPECTRUM BRANDS HOLDINGS INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS NOTE 21 - SEGMENT INFORMATION (continued) Depreciation and amortization relating to the segments are as follows for the years ended September 30, 2024, 2023 and 2022: (in millions) 2024 2023 2022 GPC $ 36.7 $ 37.4 $ 37.4 H&G 19.4 18.8 18.6 HPC 21.4 20.4 28.7 Total segments 77.5 76.6 84.7 Corporate and shared operations 24.3 14.6 14.6 Total depreciation and amortization $ 101.8 $ 91.2 $ 99.3 Segment assets consist of Inventories, net. The following is a summary of segment assets and a reconciliation of segment assets to total assets of the Company were as follows as of September 30, 2024 and 2023: Segment total assets (in millions) 2024 2023 GPC $ 159.4 $ 171.8 H&G 85.6 90.7 HPC 217.1 200.3 Total segment assets 462.1 462.8 Other current assets 1,116.5 2,463.1 Non-current assets 2,263.7 2,332.5 Total assets $ 3,842.3 $ 5,258.4 Geographic Financial Information Net sales geographic regions (based upon destination) for the years ended September 30, 2024, 2023 and 2022 are as follows: Net sales to external parties - Geographic Disclosure (in millions) 2024 2023 2022 United States $ 1,715.8 $ 1,722.4 $ 1,901.6 Europe/MEA 885.2 830.7 820.0 Latin America 211.8 206.8 243.3 Asia-Pacific 99.4 106.6 108.5 North America - Other 51.7 52.3 59.1 Net sales $ 2,963.9 $ 2,918.8 $ 3,132.5 Long-lived asset information, consisting of Property Plant and Equipment, Net, and Operating Lease Assets, as of September 30, 2024 and 2023 by geographic area are as follows: Long-lived assets - Geographic Disclosure (in millions) 2024 2023 United States $ 285.7 $ 321.4 Europe/MEA 73.0 53.7 Latin America 2.4 2.6 North America - Other 1.3 — Asia-Pacific 6.1 8.2 Total long-lived assets $ 368.5 $ 385.9 90 Table of Contents SPECTRUM BRANDS HOLDINGS INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS NOTE 22 - EARNINGS PER SHARE Basic earnings per share is computed by dividing net income attributable to controlling interest by the weighted average number of common shares outstanding for the period. Diluted earnings per share is calculated using its weighted-average outstanding common shares including the dilutive effect of share-based awards, based upon the treasury stock method, and the Exchangeable Notes, as determined under the net share settlement method. Performance based restricted stock units are excluded if the performance targets upon which the issuance of the shares is contingent have not been achieved and the respective performance period has not been completed as of the end of the current period. 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 years ended September 30, 2024, 2023 and 2022, are as follows: (in millions, except per share amounts) 2024 2023 2022 Numerator Net income (loss) from continuing operations attributable to controlling interest $ 99.3 $ ( 233.8 ) $ ( 77.2 ) Income from discontinued operations attributable to controlling interest 25.5 2,035.3 148.8 Net income attributable to controlling interest $ 124.8 $ 1,801.5 $ 71.6 Denominator Weighted average shares outstanding - basic 30.3 39.5 40.9 Dilutive shares 0.2 — — Weighted average shares outstanding - diluted 30.5 39.5 40.9 Earnings per share Basic earnings per share from continuing operations $ 3.28 $ ( 5.92 ) $ ( 1.89 ) Basic earnings per share from discontinued operations 0.84 51.57 3.64 Basic earnings per share $ 4.12 $ 45.65 $ 1.75 Diluted earnings per share from continuing operations $ 3.26 $ ( 5.92 ) $ ( 1.89 ) Diluted earnings per share from discontinued operations 0.84 51.57 3.64 Diluted earnings per share $ 4.10 $ 45.65 $ 1.75 Weighted average number of anti-dilutive shares excluded from denominator — 0.2 0.2 91 Table of Contents Signatures Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. SPECTRUM BRANDS HOLDINGS, INC. By: /s/ David M. Maura David M. Maura Chief Executive Officer and Chairman of the Board DATE: November 15, 2024 Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated and on the above-stated date. Signature Title /s/ David M. Maura David M. Maura Chief Executive Officer and Chairman of the Board (Principal Executive Officer) /s/ Jeremy W. Smeltser Jeremy W. Smeltser Executive Vice President, Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) /s/ Leslie L. Campbell Leslie L. Campbell Director /s/ Joan Chow Joan Chow Director /s/ Sherianne James Sherianne James Director /s/ Gautam Patel Gautam Patel Director /s/ Terry L. Polistina Terry L. Polistina Director /s/ Hugh R. Rovit Hugh R. Rovit Director 92 Table of Contents EXHIBIT INDEX Exhibit 2.1 Acquisition Agreement, dated as of November 15, 2018, by and among Spectrum Brands Holdings, Inc. and Energizer Holdings, Inc. (incorporated herein by reference to Exhibit 2.1 to the Current Report on Form 8-K filed with the SEC by Spectrum Brands Holdings, Inc. on November 19, 2018 (File No. 001-4219)) (Schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The Company agrees to furnish supplementally to the SEC a copy of any omitted schedule upon request) . Exhibit 2.2 Amended and Restated Acquisition Agreement, dated as of November 15, 2018, by and between Energizer Holdings, Inc. and Spectrum Brands Holdings, Inc. (incorporated herein by reference to Exhibit 2.2 to the Current Report on Form 8-K filed with the SEC by Spectrum Brands Holdings, Inc on November 19, 2018 (File No. 001-4219) (Schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The Company agrees to furnish supplementally to the SEC a copy of any omitted schedule upon request) . Exhibit 2.3 Asset and Stock Purchase Agreement, dated as of September 8, 2021, by and between Spectrum Brands, Inc. and ASSA ABLOY AB (incorporated herein by reference to Exhibit 2.1 to the Current Report on Form 8-K filed with the SEC by Spectrum Brands Holdings, Inc. on September 8, 2021 (File No. 001-4219) (Schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The Company agrees to furnish supplementally to the SEC a copy of any omitted schedule upon request) . Exhibit 2.4 Amendment No. 1 to Asset and Stock Purchase Agreement dated as of July 14, 2022, by and between Spectrum Brands, Inc. and ASSA ABLOY AB (incorporated herein by reference to Exhibit 2.1 to the Current Report on Form 8-K filed with the SEC by Spectrum Brands Holdings, Inc. on July 14, 2022 (File No. 001-4219) (Schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The Company agrees to furnish supplementally to the SEC a copy of any omitted schedule upon request) . Exhibit 3.1 Amended and Restated Certificate of Incorporation of Spectrum Brands Holdings, Inc. (f.k.a. HRG Group, Inc.) (incorporated herein by reference to Exhibit 3.1 to the Current Report on Form 8-K filed with the SEC by Spectrum Brands Holdings, Inc. (f.k.a HRG Group, Inc.) on July 13, 2018 (File No. 001-4219). Exhibit 3.2 Certificate of Amendment to the Amended and Restated Certificate of Incorporat ion of Spectrum Brands Holdings, Inc. , filed with the Secretary of State of the State of Delaware on August 3, 2021 (incorporated here in by reference to Exhibit 3.1 to the Current Report on Form 8-K filed with the SEC by Spectrum Brands Holdings, Inc. on August 3, 2021 (File No. 001-4219)). Exhibit 3.3 Third Restated By-Laws of Spectrum Brands Holdings, Inc. (incorporated herein by reference to Exhibit 3.1 to the Current Report on Form 8-K filed with the SEC by Spectrum Brands Holdings, Inc. on May 17, 2019 (File No. 001-04219)). Exhibit 3.4 Certificate of Designation of Series B Preferred Stock of Spectrum Brands Holdings, Inc. (f.k.a. HRG Group, Inc.), as filed with the Secretary of State of Delaware on February 26, 2018. (incorporated herein by reference to Exhibit 3.3 to the Current Report on Form 8-K filed with the SEC by Spectrum Brands Holdings, Inc. (f.k.a. HRG Group, Inc.) on July 13, 2018 (File No. 001-4219)). Exhibit 4.1 Indenture governing Spectrum Brands, Inc.’s 5.00% Senior Notes due 2029, dated as of September 24, 2019, among Spectrum Brands, Inc., the guarantors named therein and US Bank National Association, as trustee (incorporated herein by reference to Exhibit 4.1 to the Current Report on Form 8-K filed with the SEC by Spectrum Brands Holdings, Inc. (f.k.a. HRG Group, Inc.) on September 24, 2019 (File No. 001-4219)). Exhibit 4.2 Supplemental Indenture, dated as of June 4, 2024, by and among Spectrum Brands, Inc., the guarantors named therein and U.S. Bank Trust Company, National Association (as successor to U.S. Bank National Association), as trustee, relating to Spectrum Brand s, Inc .'s 5.00% Senior Notes due 2029 (incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K filed with the SEC by Spectrum Brands Holdings, Inc. on June 4, 2024 (File No. 001-04219)) . Exhibit 4.3 Indenture governing Spectrum Brands, Inc.’s 3.375% Exchangeable Senior Notes due 2029, dated as of May 23, 2024, among Spectrum Brands, Inc., Spectrum Brands Holdings, Inc., the subsidiary guarantors party thereto and U.S. Bank Trust Company, National Association (incorporated herein by reference to Exhibit 4.1 to the Current Report on Form 8-K filed with the SEC by Spectrum Brands Holdings, Inc. on May 23, 2024 (File No. 001-04219)) Exhibit 4.4 Indenture governing Spectrum Brands, Inc.’s 5.50% Senior Notes due 2030, dated as of June 30, 2020, among Spectrum Brands, Inc., the guarantors named therein and US Bank National Association, as trustee (filed by incorporation by reference to Exhibit 4.1 to the Current Report on Form 8-K filed with the SEC by Spectrum Brands Holdings, Inc. (f.k.a. HRG Group, Inc.) on June 30, 2020 (File No. 001-4219)). Exhibit 4.5 Supplemental Indenture, dated as of June 4, 2024, by and among Spectrum Brands, Inc., the guarantors named therein and U.S. Bank Trust Company, National Association (as successor to U.S. Bank National Association), as trustee, relating to Spectrum Brand s Inc.'s 5.5% Senior Notes due 2030 (incorporated by reference to Exhibit 4.3 to the Current Report on Form 8-K filed with the SEC by Spectrum Brands Holdings, Inc. on June 4, 2024 (File No. 001-04219) . ) Exhibit 4.6 Indenture governing the 3.875% Senior Notes due 2031, dated as of March 3, 2021, among Spectrum Brands, Inc., the guarantors party thereto and US Bank National Association, as trustee (incorporated herein by reference to Exhibit 4.1 to the Current Report on Form 8-K filed with the SEC by Spectrum Brands Holdings, Inc. on March 3, 2021 (File No. 001-4219). Exhibit 4.7 Guarantee Agreement of Spectrum Brands Holdings, Inc., dated as of June 20, 2024 (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed with the SEC by Spectrum Brands Holdings, Inc. on June 20, 2024 (File No. 001-04219)) . Exhibit 4.8 Rights Agreement, dated as of February 24, 2018, between Spectrum Brands Holdings, Inc. (f.k.a. HRG Group, Inc.) and American Stock Transfer & Trust Company, LLC, as Rights Agent, which includes the Form of Certificate of Designation of Series B Preferred Stock of Spectrum Brands Holdings, Inc. (f.k.a. HRG Group, Inc.) as Exhibit A, the Form of Right Certificate as Exhibit B and the Summary of Terms of the Rights Agreement as Exhibit C (incorporated herein by reference to Exhibit 4.1 to the Current Report on Form 8-K filed with the SEC by Spectrum Brands Holdings, Inc. (f.k.a. HRG Group, Inc.) on February 26, 2018 (File No. 001-4219)). Exhibit 4.9 Description of Capital Stock of Spectrum Brands, Holdings, Inc. (incorporated herein by reference to Exhibit 4.8 to Amendment No. 1 to the Annual Report on Form 10-K/A filed with the SEC by Spectrum Brands Holdings, Inc. (f.k.a. HRG Group, Inc.) on January 28, 2020 (File No. 001-4219)). Exhibit 10.1 Second Amended and Restated Credit Agreement, dated as of October 19, 2023 among the Company, SB/RH Holdings, the lenders party thereto from time to time, and Royal Bank of Canada, as administrative agent ((incorporated herein by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC by Spectrum Brands on October 19, 2023 (File No. 001-04219)). Exhibit 10.2 Security Agreement, dated as of June 23, 2015, by and among Spectrum Brands, Inc., SB/RH Holdings, LLC, the subsidiary guarantors party thereto from time to time and Deutsche Bank AG New York Branch, as collateral agent (incorporated herein by reference to Exhibit 10.2 to the Current Report on Form 8-K filed with the SEC by Spectrum Brands Legacy, Inc. (f.k.a. Spectrum Brands Holdings, Inc.) on June 23, 2015 (File No. 001-34757)). Exhibit 10.3 Loan Guaranty, dated as of June 23, 2015, by and among SB/RH Holdings, LLC, the subsidiary guarantors party thereto from time to time and Deutsche Bank AG New York Branch, as administrative agent and collateral agent (incorporated herein by reference to Exhibit 10.3 to the Current Report on Form 8-K filed with the SEC by Spectrum Brands Legacy, Inc. (f.k.a. Spectrum Brands Holdings, Inc.) on June 23, 2015 (File No. 001-34757)). Exhibit 10.4+ Amended & Restated Spectrum Brands Holdings, Inc. 2011 Omnibus Equity Award Plan (incorporated herein by reference to Exhibit 4.8 to the Registration Statement filed on Form S-8 with the SEC by Spectrum Brands Legacy, Inc. (f.k.a. Spectrum Brands Holdings, Inc.) on February 1, 2017 (File No. 333-215850)). 93 Table of Contents Exhibit 10.5+ Form of Restricted Stock Unit Agreement under the Amended & Restated Spectrum Brands Holdings, Inc. 2011 Omnibus Equity Award Plan (incorporated herein by reference to Exhibit 4.9 to the Registration Statement filed on Form S-8 with the SEC by Spectrum Brands Legacy, Inc. (f.k.a. Spectrum Brands Holdings, Inc.) on February 1, 2017 (File No. 333-215850)). Exhibit 10.6+ Form of Performance Compensation Award Agreement under the Amended & Restated Spectrum Brands Holdings, Inc. 2011 Omnibus Equity Award Plan (incorporated herein by reference to Exhibit 4.10 to the Registration Statement filed on Form S-8 filed with the SEC by Spectrum Brands Legacy, Inc. (f.k.a. Spectrum Brands Holdings, Inc.) on February 1, 2017 (File No. 333-215850)). Exhibit 10.7+ Spectrum Brands Holdings, Inc. 2020 Omnibus Equity Plan (incorporated herein by reference to Exhibit 4.1 to the Registration Statement on Form S-8 filed with the SEC by Spectrum Brands Holdings, Inc.) on August 7, 2020 (File No. 333- 242343). Exhibit 10.8+ Amended and Restated Employment Agreement dated April 25, 2018, by and between Spectrum Brands, Inc., Spectrum Brands Holdings, Inc. and David M. Maura (filed by incorporation by reference to Exhibit 10.1 to a Current Report on Form 8-K filed with the SEC by Spectrum Brands Legacy, Inc. (f.k.a. Spectrum Brands Holdings, Inc.) on May 1, 2018 (File No. 001-34757)). Exhibit 10.9+ Employment Agreement, dated as of September 13, 2018, by and among Ehsan Zargar, Spectrum Brands Holdings, Inc. (f.k.a. HRG Group, Inc.) and Spectrum Brands, Inc. (incorporated herein by reference to Exhibit 10.41 to the Annual Report on Form 10-K filed with the SEC by Spectrum Brands Holdings, Inc. (f.k.a. HRG Group, Inc.) on November 23, 2018 (File NO. 001-4219)). Exhibit 10.10+ Form of Agreement with David Maura and Ehsan Zargar Regarding Certain Provisions of Such Executive’s Respective Prior Separation Agreements with HRG Group, Inc. (incorporated herein by reference to Exhibit 10.2 to the Quarterly Report on Form 10-Q filed with the SEC by Spectrum Brands Holdings, Inc. (f.k.a. HRG Group, Inc.) on February 7, 2019 (File No. 001-4219)). Exhibit 10.11+ Employment Agreement, dated as of September 9, 2019, by and between Spectrum Brands Holdings, Inc. and Jeremy W. Smeltser. (incorporated herein by reference to Exhibit 10.2 to the Current Report on Form 8-K filed with the SEC by Spectrum Brands Holdings, Inc.(f.k.a. HRG Group, Inc.) on September 9, 2019 (File No. 001-4219)). Exhibit 10.12+ Form of Restricted Stock Unit Award Agreement effective as of December 22, 2020 (incorporated herein by reference to Exhibit 10.4 to the Quarterly Report on Form 10-Q filed with the SEC by Spectrum Brands Holdings, Inc. on May 7, 2021 (File No. 001-4219)). Exhibit 10.13+ Form of Performance Based Restricted Stock Unit Agreement effective as of December 22, 2020 (incorporated herein by reference to Exhibit 10.5 to the Quarterly Report on Form 10-Q filed with the SEC by Spectrum Brands Holdings, Inc. on May 7, 2021 (File No. 001-4219)). Exhibit 10.14+ Form of Service Based Restricted Stock Unit Agreement effective as of December 22, 2020 (incorporated herein by reference to Exhibit 10.6 to the Quarterly Report on Form 10-Q filed with the SEC by Spectrum Brands Holdings, Inc. on May 7, 2021 (File No. 001-4219)). Exhibit 10.15+* Form of Service Based Restricted Stock Unit Agreement effective as of December 23, 2023 . Exhibit 10.16+* Form of Performance Based Restricted Stock Unit Agreement effective as of December 22, 2023 . Exhibit 10.17+* F orm of E xecutive V ice President Retention Agreement effective as of February 14 , 2024. Exhibit 19.1* Securit ies Hol ding and Trading Policy of Spectrum Brands Holdings, Inc. Exhibit 21.1* Subsidiaries of Registrant Exhibit 21.2* List of Guarantor Subsidiaries Exhibit 23.1* Consent of Independent Registered Public Accounting Firm Exhibit 31.1* Certification of Chief Executive Officer required by Rule 13a-14(a) or Rule 15d-14(a) of the Securities and Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. Spectrum Brands Holdings, Inc. Exhibit 31.2* Certification of Chief Financial Officer required by Rule 13a-14(a) or Rule 15d-14(a) of the Securities and Exchange Act of 1934, as adopted pursuant to Section 302 the Sarbanes-Oxley Act of 2002. Spectrum Brands Holdings, Inc. Exhibit 32.1* Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. Spectrum Brands Holdings, Inc. Exhibit 32.2* Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. Spectrum Brands Holdings, Inc. Exhibit 97.1* Compensation Clawback Policy, revised and effective as of November 14, 2023 Exhibit 101.INS** XBRL Instance Document** Exhibit 101.SCH** XBRL Taxonomy Extension Schema Document** Exhibit 101.CAL** XBRL Taxonomy Extension Calculation Linkbase Document** Exhibit 101.DEF** XBRL Taxonomy Extension Definition Linkbase Document** Exhibit 101.LAB** XBRL Taxonomy Extension Label Linkbase Document** Exhibit 101.PRE** XBRL Taxonomy Extension Presentation Linkbase Document** Exhibit 104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) _____________________________ * Filed herewith ** In accordance with Regulation S-T, the XBRL-related information in Exhibit 101 to this Annual Report on Form 10-K shall be deemed to be furnished and not filed. + Denotes a management contract or compensatory plan or arrangement. 94