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Item 1. Financial Statements

2025-05-08 compared with 2025-02-06 · 263 added, 132 removed, 481 unchanged (45% of the section changed)

2 unchanged sentences

Condensed Consolidated Statements of Financial Position

As of December 29, 2024 and September 30, 2024

As of March 30, 2025 and September 30, 2024

(in millions)

December 29, 2024 September 30, 2024

March 30, 2025 September 30, 2024

Cash and cash equivalents $ 96.0 $ 368.9

38 unchanged sentences

Condensed Consolidated Statements of Income

For the three month periods ended December 29, 2024 and December 31, 2023

Three Month Periods Ended

For the three and six month periods ended March 30, 2025 and March 31, 2024

Three Month Periods Ended Six Month Periods Ended

(in millions, except per share)

December 29, 2024 December 31, 2023

March 30, 2025 March 31, 2024 March 30, 2025 March 31, 2024

Net sales $ 675.7 $ 718.5 $ 1,375.9 $ 1,410.7

2 unchanged sentences

Selling, general & administrative 218.2 223.5 431.3 439.4

Impairment of intangible assets 15.7 39.0 15.7 43.0

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

Total operating expenses 233.9 197.5 447.0 417.4

Operating income 19.5 75.9 64.2 101.0

8 unchanged sentences

Net income 1.2 60.9 25.0 90.1

Net income from continuing operations attributable to non-controlling interest 0.3 0.1

Net income (loss) from continuing operations attributable to non-controlling interest 0.3 ( 0.2 ) 0.6 ( 0.1 )

Net income attributable to controlling interest $ 0.9 $ 61.1 $ 24.4 $ 90.2

17 unchanged sentences

Condensed Consolidated Statements of Comprehensive Income

For the three month periods ended December 29, 2024 and December 31, 2023

For the three and six month periods ended March 30, 2025 and March 31, 2024

Three Month Periods Ended

Six Month Periods Ended

(in millions)

December 29, 2024 December 31, 2023

March 30, 2025 March 31, 2024 March 30, 2025 March 31, 2024

Net income $ 1.2 $ 60.9 $ 25.0 $ 90.1

Other comprehensive (loss) income

Foreign currency translation (loss) gain

Foreign currency translation (loss) gain ( 65.1 ) 36.7

Unrealized loss from net investment hedge — ( 21.3 )

Foreign currency translation (loss) gain before tax ( 65.1 ) 15.4

Other comprehensive income (loss)

Foreign currency translation gain (loss)

Foreign currency translation gain (loss) 31.1 ( 12.0 ) ( 34.0 ) 24.8

Unrealized gain (loss) from net investment hedge — 11.6 — ( 9.7 )

Foreign currency translation gain (loss) before tax 31.1 ( 0.4 ) ( 34.0 ) 15.1

Deferred tax effect ( 0.4 ) ( 2.9 ) 1.9 2.7

Foreign currency translation (loss) gain, net ( 62.8 ) 21.0

Unrealized gain (loss) on derivative instruments

Unrealized gain (loss) on derivative instruments before reclassification 15.0 ( 10.6 )

Net reclassification for loss to income from continuing operations 0.7 5.1

Unrealized gain (loss) on derivative instruments after reclassification 15.7 ( 5.5 )

Foreign currency translation gain (loss), net 30.7 ( 3.3 ) ( 32.1 ) 17.8

Unrealized (loss) gain on derivative instruments

Unrealized (loss) gain on derivative instruments before reclassification ( 6.8 ) 1.4 8.2 ( 9.2 )

Net reclassification for (gain) loss to income from continuing operations ( 1.2 ) 4.8 ( 0.5 ) 9.9

Unrealized (loss) gain on derivative instruments after reclassification ( 8.0 ) 6.2 7.7 0.7

Deferred tax effect 1.9 ( 1.6 ) ( 2.1 ) ( 0.1 )

Net unrealized gain (loss) on derivative instruments 11.7 ( 4.0 )

Defined benefit pension gain (loss)

Defined benefit pension gain (loss) before reclassification 1.8 ( 1.1 )

Net unrealized (loss) gain on derivative instruments ( 6.1 ) 4.6 5.6 0.6

Defined benefit pension (loss) gain

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

Net reclassification for loss to income from continuing operations 0.5 0.2 1.0 0.4

Defined benefit pension gain (loss) after reclassification 2.3 ( 0.9 )

Defined benefit pension (loss) gain after reclassification ( 0.4 ) 0.5 1.9 ( 0.5 )

Deferred tax effect 0.1 0.1 ( 0.5 ) 0.3

Net defined benefit pension gain (loss) 1.7 ( 0.7 )

Comprehensive (loss) income ( 25.6 ) 45.5

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

Comprehensive (loss) income attributable to controlling interest $ ( 25.3 ) $ 45.4

Net defined benefit pension (loss) gain ( 0.3 ) 0.6 1.4 ( 0.2 )

Comprehensive income 25.5 62.8 ( 0.1 ) 108.3

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

Comprehensive income attributable to controlling interest $ 25.3 $ 62.9 $ — $ 108.3

See accompanying notes to the condensed consolidated financial statements

1 unchanged sentence

Condensed Consolidated Statements of Shareholders' Equity

For the three month period ended December 29, 2024

For the six month period ended March 30, 2025

Common Stock Additional Paid-in Capital

16 unchanged sentences

Balances as of December 29, 2024 27.3 0.5 1,982.5 2,178.9 ( 253.1 ) ( 1,880.3 ) 2,028.5 0.1 2,028.6

Net income from continuing operations — — — 1.5 — — 1.5 0.3 1.8

Loss from discontinued operations, net of tax — — — ( 0.6 ) — — ( 0.6 ) — ( 0.6 )

Other comprehensive income, net of tax — — — — 24.1 — 24.1 0.2 24.3

Treasury stock repurchases ( 2.0 ) — — — — ( 159.9 ) ( 159.9 ) — ( 159.9 )

Excise tax on net share repurchases — — — — — ( 1.6 ) ( 1.6 ) — ( 1.6 )

Share based compensation — — 5.2 — — — 5.2 — 5.2

Dividends declared — — — ( 12.5 ) — — ( 12.5 ) — ( 12.5 )

Balances as of March 30, 2025 25.3 $ 0.5 $ 1,987.7 $ 2,167.3 $ ( 229.0 ) $ ( 2,041.8 ) $ 1,884.7 $ 0.6 $ 1,885.3

See accompanying notes to the condensed consolidated financial statements

1 unchanged sentence

Condensed Consolidated Statements of Shareholders' Equity

For the three month period ended December 31, 2023

For the six month period ended March 31, 2024

Common Stock Additional Paid-in Capital

16 unchanged sentences

Balances as of December 31, 2023 30.8 0.5 1,993.6 2,110.6 ( 233.2 ) ( 1,570.7 ) 2,300.8 0.9 2,301.7

Net income (loss) from continuing operations — — — 50.1 — — 50.1 ( 0.2 ) 49.9

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

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

Treasury stock repurchases ( 1.2 ) — — — — ( 97.6 ) ( 97.6 ) — ( 97.6 )

Excise tax on net share repurchases — — — — — ( 1.0 ) ( 1.0 ) — ( 1.0 )

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

Dividends declared — — — ( 12.9 ) — — ( 12.9 ) — ( 12.9 )

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

See accompanying notes to the condensed consolidated financial statements

1 unchanged sentence

Condensed Consolidated Statements of Cash Flows

For the three month periods ended December 29, 2024 and December 31, 2023

Three Month Periods Ended

(in millions) December 29, 2024 December 31, 2023

For the six month periods ended March 30, 2025 and March 31, 2024

Six Month Periods Ended

(in millions) March 30, 2025 March 31, 2024

Cash flows from operating activities

2 unchanged sentences

Net income from continuing operations 26.4 67.4

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

Adjustments to reconcile net income from continuing operations to net cash used by operating activities from continuing operations:

Depreciation 28.0 28.8

2 unchanged sentences

Impairment of intangible assets 15.7 43.0

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

Gain on early extinguishment of debt — ( 4.7 )

1 unchanged sentence

Non-cash purchase accounting adjustments — 0.9

Deferred tax benefit ( 1.9 ) ( 0.8 )

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

Deferred tax (benefit) expense ( 5.8 ) 10.9

Net changes in operating assets and liabilities ( 145.5 ) ( 83.7 )

6 unchanged sentences

Proceeds from sale of short term investments — 1,292.0

Purchase price settlement from sale of HHI — ( 26.9 )

Other investing activity ( 0.1 ) ( 0.1 )

Net cash (used) provided by investing activities ( 15.2 ) 544.1

1 unchanged sentence

Payment of debt and debt premium ( 5.1 ) ( 177.9 )

Proceeds from issuance of debt 83.0 —

Payment of debt issuance costs ( 0.1 ) ( 3.2 )

Dividends paid to shareholders ( 25.3 ) ( 26.8 )

Dividends paid by subsidiary to non-controlling interest ( 0.7 ) —

Treasury stock purchases ( 232.8 ) ( 340.5 )

1 unchanged sentence

Share based award tax withholding payments, net of proceeds upon vesting ( 4.4 ) ( 5.4 )

Other financing activity 0.1 —

Net cash used by financing activities ( 195.0 ) ( 553.8 )

Effect of exchange rate changes on cash and cash equivalents ( 12.8 ) 2.3

Net change in cash, cash equivalents and restricted cash in continuing operations ( 188.5 ) ( 308.5 )

Net change in cash, cash equivalents and restricted cash ( 272.3 ) ( 8.2 )

Cash, cash equivalents, and restricted cash, beginning of period 370.5 753.9

21 unchanged sentences

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

As a result, the fiscal period end date for the three month periods included within this Quarterly Report for the Company are December 29, 2024 and December 31, 2023, respectively.

As a result, the fiscal period end date for the three and six month periods included within this Quarterly Report for the Company are March 30, 2025 and March 31, 2024, respectively.

Recently Issued Accounting Standards

12 unchanged sentences

The Company is currently evaluating the impact this ASU may have on the Company's consolidated financial statements.

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 Form 10-K for the year ending September 30, 2026.

The Company is currently assessing the impact that these rules may have on the Company's 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 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.

3 unchanged sentences

The Company is currently evaluating the impact this ASU may have on the Company's consolidated financial statements.

NOTE 2 – EXIT AND DISPOSAL ACTIVITIES

During the six month period ended March 30, 2025, the Company entered into initiatives within its HPC and GPC segments following the consolidation of functions and operations within the segments and changes in their commercial strategies for certain international markets, in addition to the restructuring of shared operations and enabling functions as the Company exits transition service agreements from previous divestitures, resulting in the realization of headcount reductions and related termination charges.

Total cumulative exit and disposal costs associated with these initiatives were $ 4.0 million, with approximately $ 6 million of additional costs forecasted in the foreseeable future.

The following summarizes restructuring charges for the three and six month periods ended March 30, 2025 and March 31, 2024:

Three Month Periods Ended Six Month Periods Ended

(in millions)

March 30, 2025 March 31, 2024 March 30, 2025 March 31, 2024

Exit and disposal costs $ 3.5 $ 0.7 $ 4.0 $ 1.0

Selling, general & administrative expense 3.5 0.7 4.0 1.0

The following is a summary of restructuring charges by segment for the three and six month periods ended March 30, 2025 and March 31, 2024.

Three month periods ended Six month periods ended

(in millions) March 30, 2025 March 31, 2024 March 30, 2025 March 31, 2024

GPC $ 0.3 $ 0.1 $ 0.3 $ —

HPC 2.1 0.4 2.6 0.7

Corporate and shared operations 1.1 0.2 1.1 0.3

Total exit and disposal activities $ 3.5 $ 0.7 $ 4.0 $ 1.0

SPECTRUM BRANDS HOLDINGS, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(in millions, unaudited)

NOTE 2 - EXIT & DISPOSAL ACTIVITIES (continued)

The following is a summary of restructuring charges by cost type for the three and six month periods ended March 30, 2025 and March 31, 2024.

(in millions)

Benefits Other

Three month period ended March 30, 2025 $ 3.4 $ 0.1 $ 3.5

Three month period ended March 31, 2024 0.4 0.3 0.7

Six month period ended March 30, 2025 3.9 0.1 4.0

Six month period ended March 31, 2024 0.5 0.5 1.0

The following is a roll forward of the accrual for restructuring charges by cost type for the six month period ended March 30, 2025.

(in millions) Termination

Benefits Other

September 30, 2024 $ 1.2 $ 0.1 $ 1.3

Provisions 3.6 0.1 3.7

Cash expenditures ( 1.6 ) — ( 1.6 )

March 30, 2025 $ 3.2 $ 0.2 $ 3.4

NOTE 3 – REVENUE RECOGNITION AND RECEIVABLES

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

The following table disaggregates our revenue for the three month periods ended December 29, 2024 and December 31, 2023, by segment and geographic region (based upon destination) and revenue type:

Three Month Period Ended December 29, 2024 Three Month Period Ended December 31, 2023

The following table disaggregates our revenue for the three and six month periods ended March 30, 2025 and March 31, 2024, by segment and geographic region (based upon destination) and revenue type:

Three Month Period Ended March 30, 2025 Three Month Period Ended March 31, 2024

(in millions)

9 unchanged sentences

Total revenue $ 269.2 $ 152.3 $ 254.2 $ 675.7 $ 289.9 $ 160.7 $ 267.9 $ 718.5

Six Month Period Ended March 30, 2025 Six Month Period Ended March 31, 2024

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

Geographic Sales

NA $ 317.4 $ 240.8 $ 228.2 $ 786.4 $ 355.3 $ 229.5 $ 241.5 $ 826.3

EMEA 194.0 — 257.4 451.4 193.0 — 247.6 440.6

LATAM 5.2 3.6 85.1 93.9 5.8 3.2 88.1 97.1

APAC 12.6 — 31.6 44.2 12.7 — 34.0 46.7

Total revenue $ 529.2 $ 244.4 $ 602.3 $ 1,375.9 $ 566.8 $ 232.7 $ 611.2 $ 1,410.7

Product Sales $ 523.2 $ 243.6 $ 598.6 $ 1,365.4 $ 559.5 $ 231.6 $ 607.3 $ 1,398.4

Licensing 4.2 0.8 3.4 8.4 4.7 1.1 3.6 9.4

Service and other 1.8 — 0.3 2.1 2.6 — 0.3 2.9

Total revenue $ 529.2 $ 244.4 $ 602.3 $ 1,375.9 $ 566.8 $ 232.7 $ 611.2 $ 1,410.7

The Company has identified significant customers consisting of two large retail customers, each regularly exceeding 10% of consolidated net sales.

All segments sell products to the significant customers and sales with those customers are considered significant to the respective segments.

The following table summarizes significant concentration risk associated with net sales for the three and six month periods ended March 30, 2025 and March 31, 2024.

Three month periods ended Six month periods ended

(% of Net Sales)

March 30, 2025 March 31, 2024 March 30, 2025 March 31, 2024

Significant customers, exceeding 10% of net sales 34.8 % 33.5 % 36.4 % 35.8 %

Subject to Black & Decker trademark license agreement 11.0 % 10.9 % 11.8 % 12.2 %

SPECTRUM BRANDS HOLDINGS, INC.

2 unchanged sentences

NOTE 3 – REVENUE RECOGNITION AND RECEIVABLES (continued)

The Company has identified significant customers consisting of two large retail customers, each regularly exceeding 10% of consolidated net sales.

All segments sell products to the significant customers and sales with the significant customers are considered significant to the respective segments.

The following table summarizes significant concentration risk associated with net sales for the three month periods ended December 29, 2024 and December 31, 2023.

(% of Net Sales)

December 29, 2024 December 31, 2023

Significant customers, exceeding 10% of net sales 38.0 % 38.2 %

Subject to B&D trademark license agreement 12.5 % 13.6 %

The following summarizes the concentration risk of the associated receivables from the two significant customers.

1 unchanged sentence

(% of Trade Receivables, Net)

December 29, 2024 September 30, 2024

March 30, 2025 September 30, 2024

Significant customers 43.1 % 42.6 %

The following summarizes the allowance for product returns with direct customers and estimated credit losses on trade receivables as of December 29, 2024 and September 30, 2024.

The following summarizes the allowance for product returns with direct customers and estimated credit losses on trade receivables as of March 30, 2025 and September 30, 2024.

Costs and reserves associated with standard product warranties with consumers are not material to the condensed consolidated financial statements.

(in millions) Line Item December 29, 2024 September 30, 2024

(in millions) Line Item March 30, 2025 September 30, 2024

Liability for product returns Other current liabilities $ 10.1 $ 14.4

3 unchanged sentences

(in millions)

December 29, 2024 September 30, 2024

March 30, 2025 September 30, 2024

Raw materials

5 unchanged sentences

Property, plant and equipment consist of the following:

(in millions) December 29, 2024 September 30, 2024

(in millions) March 30, 2025 September 30, 2024

Land, buildings and improvements $ 88.4 $ 88.2

6 unchanged sentences

Property, plant and equipment, net $ 253.2 $ 266.6

Depreciation expense on property, plant and equipment for the three month periods ended December 29, 2024 and December 31, 2023 is as follows.

(in millions) December 29, 2024 December 31, 2023

Depreciation expense on property, plant and equipment for the three and six month periods ended March 30, 2025 and March 31, 2024 is as follows.

Three month periods ended Six month periods ended

(in millions) March 30, 2025 March 31, 2024 March 30, 2025 March 31, 2024

Depreciation expense $ 14.0 $ 14.3 $ 28.0 $ 28.8

Deferred implementation costs for hosted cloud computing arrangements are as follows:

(in millions) December 29, 2024 September 30, 2024

(in millions) March 30, 2025 September 30, 2024

Deferred cloud computing costs, net $ 6.8 $ 8.3

1 unchanged sentence

Deferred charges and other 1.1 4.0

Amortization expense of deferred implementation costs for hosted cloud computing costs arrangements for the three month periods ended December 29, 2024 and December 31, 2023 is as follows:

(in millions) December 29, 2024 December 31, 2023

Amortization expense of deferred implementation costs for hosted cloud computing costs arrangements for the three and six month periods ended March 30, 2025 and March 31, 2024 is as follows:

Three month periods ended Six month periods ended

(in millions) March 30, 2025 March 31, 2024 March 30, 2025 March 31, 2024

Amortization expense $ 1.5 $ 0.6 $ 3.0 $ 1.3

5 unchanged sentences

(in millions)

GPC H&G Total

As of September 30, 2024 $ 522.3 $ 342.6 $ 864.9

Foreign currency impact ( 4.2 ) — ( 4.2 )

As of December 29, 2024 $ 513.9 $ 342.6 $ 856.5

As of March 30, 2025 $ 518.1 $ 342.6 $ 860.7

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

December 29, 2024 September 30, 2024

March 30, 2025 September 30, 2024

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

6 unchanged sentences

Total intangible assets $ 1,467.3 $ ( 522.1 ) $ 945.2 $ 1,494.6 $ ( 504.2 ) $ 990.4

Amortization expense on intangible assets for the three month periods ended December 29, 2024 and December 31, 2023 is as follows.

(in millions) December 29, 2024 December 31, 2023

During the three month period ended March 30, 2025, the Company and its HPC segment recognized a triggering event associated with its PowerXL® tradename attributable to declining sales expectations on products associated with the brand and a change in our direct to consumer strategy during the three month period resulting in an impairment charge of $ 15.7 million.

Amortization expense on intangible assets for the three and six month periods ended March 30, 2025 and March 31, 2024 is as follows.

Three Month Periods Ended Six Month Periods Ended

(in millions) March 30, 2025 March 31, 2024 March 30, 2025 March 31, 2024

Amortization expense $ 10.5 $ 11.1 $ 21.0 $ 22.2

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

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

(in millions) Amortization

2025 remaining

NOTE 7 – DEBT

Debt with external lenders consist of the following:

December 29, 2024 September 30, 2024

March 30, 2025 September 30, 2024

(in millions) Amount Rate Amount Rate

Revolver Facility, variable rate, expiring October 19, 2028 $ 83.0 6.2 % $ — — %

3.375 % Exchangeable Notes, due June 1, 2029

11 unchanged sentences

Long-term debt, net of current portion $ 632.0 $ 551.4

SPECTRUM BRANDS HOLDINGS, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(in millions, unaudited)

NOTE 7 - DEBT (continued)

Credit Agreement

As of December 29, 2024, there are no borrowings outstanding under the Company’s $ 500.0 million revolving credit facility (the “Revolver Facility”) under the Second Amended and Restated Credit Agreement, dated as of October 19, 2023, by and among the Company, SB/RH Holdings, LLC, Royal Bank of Canada, as the administrative agent, and the lenders party thereto, with a borrowing availability under the Revolver Facility of $ 490.8 million, net outstanding letters of credit of $ 9.2 million.

As of March 30, 2025, there is $ 83.0 million of borrowings outstanding under the Company’s $ 500 million revolving credit facility (the “Revolver Facility”) under the Second Amended and Restated Credit Agreement, dated as of October 19, 2023, by and among the Company, SB/RH Holdings, LLC, Royal Bank of Canada, as the administrative agent, and the lenders party thereto, with a borrowing availability under the Revolver Facility of $ 408.6 million, net outstanding letters of credit of $ 8.4 million.

3.375 % Exchangeable Notes due June 1, 2029

Effective November 13, 2024, the Company increased its quarterly dividend rate to $ 0.47 per share.

Effective February 2025, the Company increased its quarterly dividend rate to $ 0.47 per share.

As such, the exchange rate for the Company's 3.375 % Exchangeable Notes due June 1, 2029 was adjusted to 8.2158 shares of common stock per $1,000 principal amount of notes (which is equal to an initial conversion price of approximately $ 121.72 per share of the Company's common stock), subject to further adjustment as set forth in the indenture.

Concurrently, the strike price with the associated Capped Calls was updated to approximately $ 121.72 per share, subject to certain additional adjustments, corresponding to the change in exchange price of the Exchangeable Notes, and the cap price was updated to approximately $ 159.17 per share, subject to certain additional adjustments.

SPECTRUM BRANDS HOLDINGS, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(in millions, unaudited)

NOTE 8 - DERIVATIVES

9 unchanged sentences

These foreign exchange contracts are fair value hedges of related intercompany balances with the gain or loss on the derivative instruments recorded in earnings offsetting the change in value of the related intercompany balance.

The following summarizes outstanding notional balances and maturities of derivative instruments as of December 29, 2024 and September 30, 2024.

December 29, 2024 September 30, 2024

The following summarizes outstanding notional balances and maturities of derivative instruments as of March 30, 2025 and September 30, 2024.

March 30, 2025 September 30, 2024

(in millions) Notional Balance Maturities thru Notional Balance Maturities thru

Foreign exchange contracts - cash flow hedges $ 314.0 June 2026 $ 351.7 June 2026

Foreign exchange contracts - not designated as hedge $ 480.5 January 2025 $ 466.9 October 2024

Foreign exchange contracts - cash flow hedges $ 336.5 September 2026 $ 351.7 June 2026

Foreign exchange contracts - not designated as hedge $ 475.0 April 2025 466.9 October 2024

The following summarizes the fair value and location of outstanding derivative instruments in the Condensed Consolidated Statements of Financial Position.

(in millions) Line Item December 29, 2024 September 30, 2024

(in millions) Line Item March 30, 2025 September 30, 2024

Derivative Assets

8 unchanged sentences

Total Derivative Liabilities $ 5.7 $ 15.3

The fair value for derivative instruments excludes collateral or standby letter of credit associated with derivative instruments, of which there were none as of December 29, 2024 and September 30, 2024.

The fair value for derivative instruments excludes collateral or standby letter of credit associated with derivative instruments, of which there were none as of March 30, 2025 and September 30, 2024.

The Company is not a party to derivative agreements that require collateral to be posted prior to settlement.

The following summarizes the pre-tax gain (loss) from derivative instruments and location in the Condensed Consolidated Statements of Income for the three month periods ended December 29, 2024 and December 31, 2023, respectively.

(in millions) Line Item December 29, 2024 December 31, 2023

The following summarizes the pre-tax gain (loss) from derivative instruments and location in the Condensed Consolidated Statements of Income for the three and six month periods ended March 30, 2025 and March 31, 2024, respectively.

Three Month Periods Ended Six Month Periods Ended

(in millions) Line Item March 30, 2025 March 31, 2024 March 30, 2025 March 31, 2024

Foreign exchange contracts - cash flow hedges Net sales $ — $ 0.1 $ — $ 0.1

1 unchanged sentence

Foreign exchange contracts - not designated as hedge Other non-operating expense, net 8.7 5.5 5.4 ( 7.6 )

There was no gain or loss realized from cash flow hedges due to the ineffectiveness or discontinuation of the cash flow hedge because it was not considered probable that the original forecasted transaction would not occur.

See Note 11 - Accumulated Other Comprehensive Income for unrealized gains and losses initially recognized as other comprehensive income and the accumulated unrealized gain (loss) associated with cash flow hedges recognized in AOCI.

As of December 29, 2024, the net gain estimated to be reclassified from AOCI into earnings associated with cash flow hedges over the next 12 months is $ 2.6 million, net of tax.

SPECTRUM BRANDS HOLDINGS, INC.

1 unchanged sentence

(in millions, unaudited)

NOTE 8 – DERIVATIVES (continued)

See Note 12 - Accumulated Other Comprehensive Income for unrealized gains and losses initially recognized as other comprehensive income and the accumulated unrealized gain (loss) associated with cash flow hedges recognized in AOCI.

As of March 30, 2025, the net loss estimated to be reclassified from AOCI into earnings associated with cash flow hedges over the next 12 months is $ 2.6 million, net of tax.

NOTE 9 - FAIR VALUE OF FINANCIAL INSTRUMENTS

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

The carrying value and estimated fair value of financial instruments as of December 29, 2024 and September 30, 2024 according to the fair value hierarchy are as follows:

December 29, 2024 September 30, 2024

The carrying value and estimated fair value of financial instruments as of March 30, 2025 and September 30, 2024 according to the fair value hierarchy are as follows:

March 30, 2025 September 30, 2024

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

11 unchanged sentences

NOTE 10 – SHAREHOLDERS' EQUITY

The following summarizes the activity of common stock repurchases for the three month periods ended December 29, 2024 and December 31, 2023.

December 29, 2024 December 31, 2023

The following summarizes the activity of common stock repurchases for the three and six month periods ended March 30, 2025 and March 31, 2024.

March 30, 2025 March 31, 2024

Three Month Periods Ended

(in millions except per share data)

Number of Shares Repurchased

Average Price Per Share

Number of Shares Repurchased

Average Price Per Share

Repurchased Average

Per Share Amount Number of

Repurchased Average

Per Share Amount

Open Market Purchases 2.0 $ 81.66 $ 159.9 1.2 $ 80.62 $ 97.6

March 30, 2025 March 31, 2024

Six Month Periods Ended

(in millions except per share data)

Repurchased Average

Per Share Amount Number of

Repurchased Average

Per Share Amount

Open Market Purchases 2.8 $ 84.36 $ 232.8 4.5 $ 75.41 $ 340.5

ASR — — — 1.3 65.84 83.2

Total Purchases 2.8 $ 84.36 $ 232.8 5.8 $ 73.32 $ 423.7

During the three month period ended December 29, 2024, the Company entered into a $ 150.0 million rule 10b5-1 repurchase plan to facilitate daily market share repurchases through December 16, 2025, until the cap is reached or until the plan is terminated.

As of December 29, 2024, there has been $ 23.4 million repurchased pursuant to the 10b5-1 repurchase plan, included in open market purchases above.

In December 2024, the Company entered into a $ 150.0 million rule 10b5-1 repurchase plan to facilitate daily market share repurchases through December 16, 2025, until the cap is reached or until the plan is terminated.

This plan reached its cap and was terminated in February 2025 with a total of 1.8 million shares repurchased for $ 150.0 million, which are included in the open market purchases above.

In March 2025, the Company entered into a new rule 10b5-1 repurchase plan for $ 50.0 million to facilitate daily market share repurchases through November 14, 2025, until the cap is reached or until the plan is terminated.

As of March 30, 2025, there has been $ 1.7 million repurchased pursuant to the new 10b5-1 repurchase plan, which are included in the open market purchases above.

SPECTRUM BRANDS HOLDINGS, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(in millions, unaudited)

NOTE 11 – SHARE BASED COMPENSATION

The following is a summary of share based compensation expense included in Selling, General & Administrative on the Company's Condensed Consolidated Statements of Income for the three month periods ended December 29, 2024 and December 31, 2023:

Three Month Periods Ended

(in millions) December 29, 2024 December 31, 2023

The following is a summary of share based compensation expense included in Selling, General & Administrative on the Company's Condensed Consolidated Statements of Income for the three and six month periods ended March 30, 2025 and March 31, 2024:

Three month periods ended Six month periods ended

(in millions) March 30, 2025 March 31, 2024 March 30, 2025 March 31, 2024

Share based compensation expense $ 5.2 $ 4.5 $ 9.9 $ 8.4

The following is a summary of RSU grants issued during the three month period ended December 29, 2024, which are consistent to the vesting conditions for time-based RSU grants and performance-based RSU grants previously disclosed, without substantial discrepancy:

The following is a summary of RSU grants issued during the six month period ended March 30, 2025, which are consistent to the vesting conditions for time-based RSU grants and performance-based RSU grants previously disclosed, without substantial discrepancy:

(in millions, except per share data) Units Weighted Average Grant Fair Value

6 unchanged sentences

Total grants 0.27 89.60 $ 24.3

SPECTRUM BRANDS HOLDINGS, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(in millions, unaudited)

NOTE 12 - ACCUMULATED OTHER COMPREHENSIVE INCOME

The change in the components of AOCI for the three month period ended December 29, 2024, was as follows:

The change in the components of AOCI for the six month period ended March 30, 2025, was as follows:

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

9 unchanged sentences

Balance at December 29, 2024 ( 226.6 ) 9.5 ( 36.0 ) ( 253.1 )

The following presents reclassifications of the gain (loss) on the Condensed Consolidated Statements of Income from AOCI for the three month period ended December 29, 2024:

(in millions) Derivative Instruments Defined Benefit Pension Total

Other comprehensive income (loss) before reclassification 31.1 ( 6.8 ) ( 0.9 ) 23.4

Net reclassification for (gain) loss to income from continuing operations — ( 1.2 ) 0.5 ( 0.7 )

Other comprehensive income (loss) before tax 31.1 ( 8.0 ) ( 0.4 ) 22.7

Deferred tax effect ( 0.4 ) 1.9 0.1 1.6

Other comprehensive income (loss), net of tax 30.7 ( 6.1 ) ( 0.3 ) 24.3

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

Other comprehensive income (loss) attributable to controlling interest 30.5 ( 6.1 ) ( 0.3 ) 24.1

Balance at March 30, 2025 $ ( 196.1 ) $ 3.4 $ ( 36.3 ) $ ( 229.0 )

The following presents reclassifications of the gain (loss) on the Condensed Consolidated Statements of Income from AOCI for the three and six month period ended March 30, 2025:

(in millions) Three Month Period Ended March 30, 2025 Six Month Period Ended March 30, 2025

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

Cost of goods sold $ 1.2 $ — $ 1.2 $ 0.5 $ — $ 0.5

Other non-operating expense, net — ( 0.5 ) ( 0.5 ) — ( 1.0 ) ( 1.0 )

The change in the components of AOCI for the three month period ended December 31, 2023, was as follows:

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

SPECTRUM BRANDS HOLDINGS, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(in millions, unaudited)

NOTE 12 – ACCUMULATED OTHER COMPREHENSIVE INCOME (continued)

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

Foreign Currency Translation Derivative Instruments Defined Benefit Pension Total

Balance at September 30, 2023

8 unchanged sentences

Balance at Balance at December 31, 2023 ( 195.2 ) ( 2.6 ) ( 35.4 ) ( 233.2 )

The following table presents reclassifications of the gain (loss) on the Condensed Consolidated Statements of Income from AOCI for the three month period ended December 31, 2023:

(in millions) Derivative Instruments Defined Benefit Pension Total

Other comprehensive (loss) income before reclassification ( 0.4 ) 1.4 0.3 1.3

Net reclassification for loss to income from continuing operations — 4.8 0.2 5.0

Other comprehensive (loss) income before tax ( 0.4 ) 6.2 0.5 6.3

Deferred tax effect ( 2.9 ) ( 1.6 ) 0.1 ( 4.4 )

Other comprehensive (loss) income, net of tax ( 3.3 ) 4.6 0.6 1.9

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

Other comprehensive (loss) income attributable to controlling interest ( 3.2 ) 4.6 0.6 2.0

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

The following table presents reclassifications of the gain (loss) on the Condensed Consolidated Statements of Income from AOCI for the three and six month period ended March 31, 2024:

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

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

Net sales $ 0.1 $ — $ 0.1 $ 0.1 $ — $ 0.1

1 unchanged sentence

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

SPECTRUM BRANDS HOLDINGS, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(in millions, unaudited)

NOTE 13 - INCOME TAXES

The effective tax rate for the three month periods ended December 29, 2024 and December 31, 2023, was as follows:

Three Month Periods Ended

December 29, 2024 December 31, 2023

The effective tax rate for the three and six month periods ended March 30, 2025 and March 31, 2024, was as follows:

Three Month Periods Ended Six Month Periods Ended

March 30, 2025 March 31, 2024 March 30, 2025 March 31, 2024

Effective tax rate 83.9 % 33.8 % 44.8 % 36.0 %

The estimated annual effective tax rate applied to the three month periods ended December 29, 2024, differs from the US federal statutory rate of 21% principally due to income earned outside the U.S.

The estimated annual effective tax rate applied to the three and six month periods ended March 30, 2025, differs from the US federal statutory rate of 21% principally due to income earned outside the U.S.

that is subject to U.S.

tax, including the U.S.

tax on global intangible low taxed income (“GILTI”), net of applicable deductions, state income taxes, and certain nondeductible expenses.

tax on global intangible low taxed income (“GILTI”), net of applicable deductions, and certain nondeductible expenses.

The Company is not projecting U.S.

taxable income for Fiscal 2025, which does not allow it to take advantage of the foreign-derived intangible income deduction or foreign tax credits on its GILTI income.

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

During the three and six month periods ended March 30, 2025, the Company recorded $ 2.6 million and $ 4.6 million, respectively, of interest related to its uncertain tax positions in income tax expense.

The Company’s mix of U.S.

and foreign income and the level of pretax income result in the accrued interest having a substantial impact on the three and six month period effective tax rates.

The Organization for Economic Co-operations and Development has introduced a framework to implement a global minimum corporate income tax of 15% referred to as "Pillar Two." Certain countries have adopted legislation to implement Pillar Two, and other countries are in the process of introducing legislation to implement Pillar Two.

2 unchanged sentences

We continue to assess the impact of Pillar Two and monitor development in legislation, regulation, and interpretive guidance.

SPECTRUM BRANDS HOLDINGS, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(in millions, unaudited)

NOTE 14 – COMMITMENTS AND CONTINGENCIES

5 unchanged sentences

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

The following is a summary of the environment remediation liability as of December 29, 2024 and September 30, 2024:

The following is a summary of the environment remediation liability as of March 30, 2025 and September 30, 2024:

(in millions)

December 29, 2024 September 30, 2024

March 30, 2025 September 30, 2024

Environmental remediation liability

3 unchanged sentences

The Company may be named as a defendant in lawsuits involving product liability claims 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 December 29, 2024 and September 30, 2024, the Company recognized $ 1.8 million and $ 2.2 million, respectively, in product liability, included in Other Current Liabilities on the Condensed Consolidated Statements of Financial Position.

As of March 30, 2025 and September 30, 2024, the Company recognized $ 2.3 million and $ 2.2 million, respectively, in product liability, included in Other Current Liabilities on the Condensed Consolidated Statements of Financial Position.

Product Safety Recalls.

1 unchanged sentence

Consumer Product Safety Commission (" CPSC") for specific products and has assessed the incremental costs attributable to the recall, including the anticipated returns of retail inventory from customers, write-off of affected inventory, and other costs to facilitate the recall such as notification, shipping and handling, consumer refunds, and rework and destruction of affected products, as needed, and evaluated the probability of redemption.

As of December 29, 2024 and September 30, 2024 , the Company recognized $ 5.9 million and $ 6.1 million , respectively, included in Other Current Liabilities on the Condensed Consolidated Statement of Financial Position associated with the estimated costs for the recalls, including the incremental product returns associated with the recall.

Additionally, for certain products affected by the recalls, the Company has indemnification provisions that are contractually provided by third parties for the affected products and recognized $ 8.1 million as of December 29, 2024 and September 30, 2024, in Other Receivables on the Condensed Consolidated Statement of Financial Position related to recovery from such indemnification provisions.

As of March 30, 2025 and September 30, 2024 , the Company recognized $ 5.7 million and $ 6.1 million , respectively, included in Other Current Liabilities on the Condensed Consolidated Statement of Financial Position associated with the estimated costs for the recalls, including the incremental product returns associated with the recall.

Additionally, for certain products affected by the recalls, the Company has indemnification provisions that are contractually provided by third parties for the affected products and recognized $ 7.9 million and $ 8.1 million as of March 30, 2025 and September 30, 2024, in Other Receivables on the Condensed Consolidated Statement of Financial Position related to recovery from such indemnification provisions.

Tristar Business Acquisition Litigation .

On February 28, 2022, the Company acquired all of the membership interests of 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").

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

1 unchanged sentence

Additionally, the segment had 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 and disposed of certain inventory and products associated with the acquired brands.

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 three and six month period ended March 31, 2024, the Company recognized a gain of $ 65.0 million attributable to insurance proceeds received from its representation and warranty insurance policies.

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 HPC segment and the Company are seeking recovery for losses and other damage incurred in connection with the product recalls and separately for fraud committed by sellers of the Tristar Business and other persons in connection with the sale of the Tristar Business to the Company, and in each case other damages and losses incurred by the HPC segment, the Company and the acquired business.

As part of these various litigation matters, the HPC segment and the Company are seeking recovery for losses and other damage incurred in connection with the product recalls and separately for alleged fraud committed by sellers of the Tristar Business and other persons in connection with the sale of the Tristar Business to the Company, and in each case other damages and losses incurred by the HPC segment, the Company 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 December 29, 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.

As of March 30, 2025, 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.

SPECTRUM BRANDS HOLDINGS, INC.

8 unchanged sentences

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.

Net sales relating to the segments for the three month periods ended December 29, 2024 and December 31, 2023, are as follows:

(in millions) December 29, 2024 December 31, 2023

Net sales relating to the segments for the three and six month periods ended March 30, 2025 and March 31, 2024, are as follows:

Three Month Periods Ended Six Month Periods Ended

(in millions) March 30, 2025 March 31, 2024 March 30, 2025 March 31, 2024

GPC $ 269.2 $ 289.9 $ 529.2 $ 566.8

152.3 160.7 244.4 232.7

HPC 254.2 267.9 602.3 611.2

5 unchanged sentences

gain or loss from the early extinguishment of debt through the repurchase or early redemption of outstanding debt (See Note 7 - Debt for further detail, as applicable);

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.

and purchase accounting adjustments recognized in income subsequent to an acquisition attributable to the step-up 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, 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.

8 unchanged sentences

NOTE 15 - SEGMENT INFORMATION (continued)

Segment Adjusted EBITDA for the reportable segments for the three month periods ended December 29, 2024 and December 31, 2023, are as follows:

Segment Adjusted EBITDA for the reportable segments for the three and six month periods ended March 30, 2025 and March 31, 2024, are as follows:

Three Month Periods Ended Six month periods ended

(in millions)

December 29, 2024 December 31, 2023

March 30, 2025 March 31, 2024 March 30, 2025 March 31, 2024

GPC $ 50.0 $ 62.3 $ 101.5 $ 115.1

13 unchanged sentences

HHI separation costs 1

0.3 0.8 1.1 2.1

HPC separation initiatives 1

( 0.3 ) 2.8 1.0 3.1

Global ERP transformation 1

2.3 3.9 4.8 6.9

HPC product recall 2

Representation and warranty insurance proceeds 3

— ( 65.0 ) — ( 65.0 )

Litigation costs 4

0.8 0.2 1.6 1.5

0.4 — 0.5 0.5

Income from continuing operations before income taxes $ 11.4 $ 75.4 $ 47.8 $ 105.3

3 unchanged sentences

See Note 14 - Commitments and Contingencies for further detail.

3 Litigation costs primarily associated with the Tristar Business acquisition.

3 Gain from the receipt of insurance proceeds on representation and warranty policies during the prior year associated with the Tristar Business acquisition.

See Note 14 - Commitments and Contingencies for further detail.

4 Other is attributable to other strategic transaction, restructuring and optimization initiatives, and key executive severance and other one-time compensatory costs during the prior year.

4 Litigation costs associated with the Tristar Business acquisition.

See Note 14 - Commitments and Contingencies for further detail.

5 Other is attributable to other project costs associated with distribution center transitions and key executive severance and one-time compensatory costs.

SPECTRUM BRANDS HOLDINGS, INC.

6 unchanged sentences

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

The reconciliation of the numerator and denominator of the basic and diluted earnings per share calculation and the anti-dilutive shares for the three month periods ended December 29, 2024 and December 31, 2023, are as follows:

The reconciliation of the numerator and denominator of the basic and diluted earnings per share calculation and the anti-dilutive shares for the three and six month periods ended March 30, 2025 and March 31, 2024, are as follows:

Three Month Periods Ended Six Month Periods Ended

(in millions, except per share amounts)

December 29, 2024 December 31, 2023

March 30, 2025 March 31, 2024 March 30, 2025 March 31, 2024

Net income from continuing operations attributable to controlling interest $ 1.5 $ 50.1 $ 25.8 $ 67.5

12 unchanged sentences

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

What changed 10-Q

Item 1. Financial Statements