What changed in this filing

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Item 9A. Controls and Procedures

2025-11-18 compared with 2024-11-15 · 649 added, 692 removed, 1519 unchanged (47% of the section changed)

21 unchanged sentences

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.

The Company is undergoing a multi-year implementation of a new global enterprise resource planning (“ERP”) system.

During the year ended September 30, 2025, the Company implemented the new ERP system within its GPC and H&G businesses in North America along with some smaller less significant European operations, and also implemented a new consolidation system.

The new ERP system replaced a legacy system in which a significant portion of our business transactions originated, were processed, or were recorded.

As a result of these implementations, certain existing internal controls were modified or removed, and new internal controls and procedures were designed and implemented to align with the new ERP system.

The new ERP system is intended to provide us with enhanced transactional processing, security, and management tools and is intended to enhance internal controls over financial reporting.

The implementation in other business operations and global 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.

2 unchanged sentences

During the three month period ended September 30, 2025, 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.

Director Resignation

On November 17, 2025, Joan Chow, a member of the Board of Directors resigned from the Company's Board of Directors to spend more time with her family.

Chow's departure was not due to any disagreement with the Company.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

88 unchanged sentences

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 8, the indefinite lived intangible asset balance, consisting primarily of tradenames, was $721.5 million as of September 30, 2025.

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.

22 unchanged sentences

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.

21 unchanged sentences

Cash and cash equivalents $ 123.6 $ 368.9

Short term investments — 1,103.3

Trade receivables, net 521.7 635.4

15 unchanged sentences

Income tax payable 21.2 25.0

Short-term operating lease liabilities 31.8 31.3

Other current liabilities 120.1 140.6

33 unchanged sentences

Impairment of intangible assets 16.6 45.2 120.7

Impairment of property, plant and equipment and operating leases 7.8 5.1 10.8

Representation and warranty insurance proceeds — ( 65.0 ) —

1 unchanged sentence

Total operating expenses 907.0 938.7 1,129.9

Operating income (loss) 170.6 ( 205.6 ) 23.2

Operating income 124.9 170.6 ( 205.6 )

Interest expense 30.0 58.5 116.1

1 unchanged sentence

(Gain) loss from early extinguishment of debt

— ( 2.6 ) 3.0

Other non-operating expense, net 11.9 8.6 3.8

Income (loss) from continuing operations before income taxes

Income tax expense (benefit) 64.3 ( 56.5 ) ( 13.3 )

87.2 163.6 ( 290.2 )

Income tax (benefit) expense ( 13.0 ) 64.3 ( 56.5 )

Net income (loss) from continuing operations

100.2 99.3 ( 233.7 )

Income from discontinued operations, net of tax

0.2 25.5 2,035.6

Net income 100.4 124.8 1,801.9

Net income from continuing operations attributable to non-controlling interest

Net income from discontinued operations attributable to non-controlling interest — 0.3 0.9

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

Net income attributable to controlling interest $ 99.9 $ 124.8 $ 1,801.5

1 unchanged sentence

Net income (loss) from continuing operations attributable to controlling interest

Net income from discontinued operations attributable to controlling interest 25.5 2,035.3 148.8

$ 99.7 $ 99.3 $ ( 233.8 )

Income from discontinued operations attributable to controlling interest, net of tax

0.2 25.5 2,035.3

Net income attributable to controlling interest $ 99.9 $ 124.8 $ 1,801.5

19 unchanged sentences

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

Foreign currency translation gain

18.6 62.8 69.0

Unrealized loss from net investment hedge — ( 13.2 ) ( 31.7 )

Net reclassification for loss to income from continuing operations 1.0 2.4 —

Foreign currency translation adjustment before tax 52.0 37.3 ( 72.0 )

Foreign currency translation gain before tax

19.6 52.0 37.3

Deferred tax effect 4.7 0.1 7.0

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

Foreign currency translation gain, net

24.3 52.1 44.3

Unrealized gain (loss) on derivative instruments

Unrealized loss on derivative instruments before reclassification

( 4.3 ) ( 20.0 ) ( 35.3 )

Net reclassification for loss to income from continuing operations 7.9 15.2 12.2

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

Unrealized gain (loss) on derivative instruments after reclassification

3.6 ( 4.8 ) ( 20.8 )

Deferred tax effect ( 0.8 ) 1.2 5.4

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 unrealized gain (loss) on derivative instruments

2.8 ( 3.6 ) ( 15.4 )

Defined benefit pension gain (loss)

Defined benefit pension gain (loss) before reclassification

5.7 ( 5.3 ) ( 0.8 )

Net reclassification for loss to income from continuing operations 2.0 1.0 0.8

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

Defined benefit pension (loss) gain after reclassification ( 4.3 ) ( 0.1 ) 21.8

Defined benefit pension gain (loss) after reclassification

7.7 ( 4.3 ) ( 0.1 )

Deferred tax effect ( 2.2 ) 1.3 ( 0.1 )

Net defined benefit pension (loss) gain ( 3.0 ) ( 0.2 ) 12.9

Net defined benefit pension gain (loss)

5.5 ( 3.0 ) ( 0.2 )

Deconsolidation of discontinued operations — — 26.1

1 unchanged sentence

Comprehensive income

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 —

133.0 170.3 1,856.7

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

Deconsolidation from sale of subsidiary attributable to non-controlling interest 0.5 — 0.8

Comprehensive income attributable to controlling interest

$ 132.5 $ 170.2 $ 1,855.6

See accompanying notes to the consolidated financial statements.

11 unchanged sentences

(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

Balance 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

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

— — — — 28.4 — 28.4 0.3 28.7

Treasury stock repurchases ( 0.4 ) — — — — ( 34.7 ) ( 34.7 ) — ( 34.7 )

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

Excise tax on net share repurchases — — — — — ( 4.2 ) ( 4.2 ) — ( 4.2 )

1 unchanged sentence

Share based compensation — — 18.6 — — — 18.6 — 18.6

Dividends declared to common shareholders — — — ( 67.6 ) — — ( 67.6 ) — ( 67.6 )

Dividends declared — — — ( 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

1 unchanged sentence

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 )

Treasury stock repurchases ( 6.1 ) — — — — ( 482.7 ) ( 482.7 ) — ( 482.7 )

Accelerated share repurchase ( 1.3 ) — 83.2 — — ( 83.2 ) — — —

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 — — — ( 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

Net income from continuing operations

— — — 99.7 — — 99.7 0.5 100.2

Income from discontinued operations, net of tax

— — — 0.2 — — 0.2 — 0.2

Deconsolidation of non-controlling interest from sale of subsidiary — — — — — — — ( 0.3 ) ( 0.3 )

Other comprehensive income, net of tax

— — — — 32.1 — 32.1 0.5 32.6

Treasury stock repurchases ( 4.4 ) — — — — ( 326.4 ) ( 326.4 ) — ( 326.4 )

2 unchanged sentences

Share based compensation — — 20.5 — — — 20.5 — 20.5

Dividends declared to common shareholders — — — ( 51.8 ) — — ( 51.8 ) — ( 51.8 )

Dividends declared — — — ( 49.6 ) — — ( 49.6 ) — ( 49.6 )

Dividends declared by non-controlling interest — — — — — — — ( 1.5 ) ( 1.5 )

Balances at September 30, 2025 23.7 $ 0.5 $ 1,998.1 $ 2,219.3 $ ( 171.9 ) $ ( 2,136.3 ) $ 1,909.7 $ — $ 1,909.7

9 unchanged sentences

Income from discontinued operations, net of tax

0.2 25.5 2,035.6

Net income (loss) from continuing operations

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

100.2 99.3 ( 233.7 )

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

Depreciation 56.4 57.3 48.9

3 unchanged sentences

Impairment of intangible assets 16.6 45.2 120.7

Impairment of property plant and equipment and operating leases 5.1 10.8 —

Impairment of property, plant and equipment and operating lease assets 7.8 5.1 10.8

Gain on sale of property, plant and equipment

Loss on sale of business

(Gain) loss on early extinguishment of debt — ( 2.7 ) 3.0

Amortization of debt issuance costs and debt discount 3.5 3.9 6.9

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

Deferred tax expense (benefit) 3.7 ( 182.8 ) ( 44.6 )

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

Non-cash interest on short term investment — — ( 11.3 )

Deferred tax (benefit) expense ( 59.2 ) 3.7 ( 182.8 )

Net changes in operating assets and liabilities

4 unchanged sentences

Income tax and other 20.3 35.3 101.5

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 by operating activities from continuing operations 204.1 269.8 8.0

Net cash used by operating activities from discontinued operations ( 0.5 ) ( 107.2 ) ( 417.7 )

Net cash provided (used) by operating activities

203.6 162.6 ( 409.7 )

Cash flows from investing activities

1 unchanged sentence

Proceeds from disposal of property, plant and equipment — — 8.4

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 business, net cash

0.7 ( 26.9 ) 4,334.7

Purchases of short term investments — ( 849.3 ) ( 1,092.0 )

Proceeds from sale of short term investments — 1,941.3 —

Other investing activity ( 0.1 ) 0.1 ( 0.2 )

Net cash provided (used) by investing activities from continuing operations 1,021.2 3,191.9 ( 335.9 )

Net cash (used) provided by investing activities from continuing operations ( 37.7 ) 1,021.2 3,191.9

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

Net cash provided (used) by investing activities 1,021.2 3,180.1 ( 359.8 )

See accompany notes to the consolidated financial statements.

Net cash (used) provided by investing activities ( 37.7 ) 1,021.2 3,180.1

See accompanying notes to the consolidated financial statements.

SPECTRUM BRANDS HOLDINGS, INC.

4 unchanged sentences

Cash flows from financing activities

Payment of debt, including premium on extinguishment $ ( 1,349.3 ) $ ( 1,646.8 ) $ ( 12.7 )

Payment of debt and debt premium $ ( 10.8 ) $ ( 1,349.3 ) $ ( 1,646.8 )

Proceeds from issuance of debt — 350.0 —

Payment of debt issuance costs ( 0.1 ) ( 15.0 ) ( 2.3 )

Premium on capped call transactions — ( 25.2 ) —

Dividends paid to shareholders ( 48.2 ) ( 50.6 ) ( 66.5 )

Dividends paid by subsidiary to non-controlling interest ( 1.5 ) — —

Treasury stock purchases ( 326.4 ) ( 482.7 ) ( 34.7 )

Excise tax paid on net share repurchases ( 9.7 ) — —

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 ( 4.5 ) ( 5.4 ) ( 13.0 )

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 continuing operations ( 401.2 ) ( 1,578.2 ) ( 2,263.3 )

Net cash used by financing activities from discontinued operations — — ( 0.8 )

Net cash (used) provided by financing activities ( 1,578.2 ) ( 2,264.1 ) 487.6

Net cash used by financing activities ( 401.2 ) ( 1,578.2 ) ( 2,264.1 )

Effect of exchange rate changes on cash and cash equivalents ( 8.0 ) 11.0 3.7

Net change in cash, cash equivalents and restricted cash in continuing operations ( 383.4 ) 510.0 53.9

Net change in cash, cash equivalents and restricted cash ( 243.3 ) ( 383.4 ) 510.0

Cash, cash equivalents, and restricted cash, beginning of period 370.5 753.9 243.9

1 unchanged sentence

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 continuing operations $ 26.4 $ 71.0 $ 123.1

Cash paid for interest associated with discontinued operations — — 45.3

Cash paid for taxes associated with continued operations $ 31.4 $ 25.5 $ 32.6

Cash paid for taxes associated with continuing operations 44.9 31.4 25.5

Cash paid for taxes associated with discontinued operations 2.8 69.8 449.2

Non cash investing activities

Acquisition of property, plant and equipment through capital leases $ 4.6 $ 3.2 $ 1.4

Acquisition of property, plant and equipment through finance leases 14.5 4.6 3.2

Non cash financing activities

Non-cash excise tax on net share repurchases 3.2 5.6 4.2

Issuance of shares through stock compensation plan 9.7 14.0 32.6

See accompany notes to the consolidated financial statements.

See accompanying notes to the consolidated financial statements.

SPECTRUM BRANDS HOLDINGS INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(in millions)

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:

The Company is a diversified global branded consumer products company managed in three 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.

The Company manufactures, markets and/or distributes its products globally across regions including 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.

Each segment is responsible for implementing the defined strategic initiatives and achieving certain financial objectives and has a business unit president responsible for sales and marketing initiatives and the financial 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.

3 unchanged sentences

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.

Rawhide chews, dog and cat clean-up, training, health and grooming products, small animal food and care products, and rawhide-free dog and cat treats, and

Dog and Cat Food:

Wet and dry pet food for dogs and cats.

Consumer and commercial aquarium kits, stand-alone tanks;

2 unchanged sentences

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™.

Tetra®, Marineland®, Instant Ocean®, GloFish®, and OmegaSea®.

Good ’ n ’ Fun®, DreamBone®, Good Boy®, Nature's Miracle®, SmartBones®, FURminator®, Wild Harvest TM , Dingo®, 8IN1® (8-in-1), Better Belly®, and Meowee!®.

Dog and Cat Food:

Eukanuba® (Europe only), IAMS® (Europe only).

Tetra®, Marineland®, GloFish®, Instant Ocean®, and OmegaSea®.

Household pest control solutions such as spider and scorpion killers;

7 unchanged sentences

Household surface cleaning, maintenance, and restoration products, including bottled liquids, mops, wipes and markers.

Hot Shot®, Black Flag®, Real-Kill®, Ultra Kill®, The Ant Trap® (TAT), and Rid-A-Bug®.

Spectracide®, Garden Safe®, Liquid Fence®, and EcoLogic®.

Hot Shot®, Black Flag®.

Spectracide®, Liquid Fence®, Garden Safe®, and EcoLogic®.

Cutter® and Repel®.

2 unchanged sentences

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.

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, and haircut kits.

Kitchen & Home Appliances:

Black+Decker®, Russell Hobbs®, George Foreman®, PowerXL®, Emeril Legasse®, Copper Chef ®, Toastmaster®, Juiceman®, Farberware®, and Breadman®

Black+Decker®, Russell Hobbs®, Emeril Legasse®, PowerXL®, Goerge Forman®, Copper Chef ®, Breadman®, and Juiceman®.

Personal Care:

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.

All brands and tradenames are owned by the Company, with the exception of Black+Decker® (“B+D”) and Emeril Legasse® ("Emeril") which are subject to trademark license agreements.

The B+D brand is subject to a trademark license agreement with the license holder, Stanley Black+Decker, pursuant to which we license the brand in NA and LATAM for certain designated products types of home appliances for a fee based on a percentage of sales, subject to minimum annual royalty payments, maximum annual return rates and promotional spending commitments, and having an expiration of December 31, 2027 with two subsequent four-year renewal rights each based upon meeting certain sales metrics, with minimum royalty subject to adjustment for each renewal period, potentially extending the total contract term to December 31, 2035.

See Note 5 – Revenue Recognition and Receivables for concentration of sales exceeding 10% of sales from B+D product sales.

The Emeril brand is subject to a trademark license agreement with the license holder, Martha Stewart Living Omnimedia, Inc., pursuant to which we license the brand within NA, Mexico, Australia, and the United Kingdom for certain designated product types of home appliances for a fee based on a percentage of sales, expiring on December 31, 2027.

Sales subject to the Emeril license do not have a concentration greater than 10% of consolidated or segments sales.

We own the right to use the Remington® trademark for personal care products through the terms of an agreement between a wholly-owned subsidiary of the Company, Remington Products, LLC, and a separate third party, Remington Arms Company, Inc., which provides shared use of the trademark on products not considered "principal products of interest" for either company.

SPECTRUM BRANDS HOLDINGS INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(in millions)

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.

9 unchanged sentences

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.

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 on the Consolidated Statements of Financial Position as short-term investments.

Restricted Cash

1 unchanged sentence

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.

As of September 30, 2025 and September 30, 2024, there was $ 3.6 million and $ 1.6 million of restricted cash, recognized as Deferred Charges and Other on the Consolidated Statements of Financial Position , primarily restricted for funding towards non-US retirement benefit obligations.

Trade accounts receivable are carried at net realizable value.

1 unchanged sentence

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.

Provisions for losses on uncollectible trade receivables and doubtful accounts 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, with an applicable reserve recognized as a reduction to Trade Receivables on the Consolidated Statements of Financial Positions .

See Note 5 - Revenue Recognition and Receivables for further detail.

Inventories are valued at the lower of cost or net realizable value.

12 unchanged sentences

Computer software

Expenditures which substantially increase value or extend useful lives are capitalized with corresponding cash flows recognized as investing activity.

Expenditures which substantially increase value or extend useful lives are capitalized with corresponding cash flows recognized as investing activity on the Consolidated Statements of Cash Flows .

Expenditures for maintenance and repairs are charged to operations as incurred.

9 unchanged sentences

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(in millions)

NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES AND PRACTICES (continued)

6 unchanged sentences

See Note 7 - Property, Plant and Equipment for further detail.

Corresponding cash flows attributable to the development of internal use software are recognized as investing activity.

Corresponding cash flows attributable to the development of internal use software are recognized as investing activity on the Consolidated Statements of Cash Flows .

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.

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 on the Consolidated Statements of Income 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 7 - Property, Plant and Equipment for further detail.

Corresponding cash flows attributable to the implementation of cloud computing arrangements are recognized as operating activity.

Corresponding cash flows attributable to the implementation of cloud computing arrangements are recognized as operating activity on the Consolidated Statements of Cash Flows .

Goodwill reflects the excess of acquisition cost over the aggregate fair value assigned to identifiable net assets acquired.

16 unchanged sentences

See Note 8 - Goodwill and Intangible Assets for further detail.

SPECTRUM BRANDS HOLDINGS INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(in millions)

NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES AND PRACTICES (continued)

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.

Customer lists, proprietary technology and certain trade name intangible assets 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:

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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.

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 8 - Goodwill and Intangible Assets for further detail.

6 unchanged sentences

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.

Assets held for sale do not experience any subsequent depreciation or amortization after being classified as held for sale and are reviewed for impairment at least quarterly.

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.

The results of discontinued operations are reported in Income From Discontinued Operations, Net of Tax on the Consolidated Statements of Income for both 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.

8 unchanged sentences

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.

Debt issuance costs are included as a reduction to Long Term Debt, Net of Current Portion on the Consolidated Statements of Financial Position .

Amortization of debt issuance costs is recognized as a component of Interest Expense in the Consolidated Statements of Income .

See Note 9 - Debt for further detail.

SPECTRUM BRANDS HOLDINGS INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(in millions)

NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES AND PRACTICES (continued)

Derivative Financial Instruments

4 unchanged sentences

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.

1 unchanged sentence

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.

Cash flows attributable to derivative financial instruments are reflected as operating activity on the Consolidated Statements of Cash Flows .

See Note 11 - Derivatives for further detail.

6 unchanged sentences

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 .

SPECTRUM BRANDS HOLDINGS INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES AND PRACTICES (continued)

Business Combinations and Acquisition Accounting

5 unchanged sentences

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.

A portion of our business is also sold direct-to-consumer through online marketplaces, brand websites, and direct response television.

The Company recognizes revenue from the sale of products upon transfer of control to the customer.

6 unchanged sentences

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.

Other revenue consists primarily of installation or maintenance services that are provided to certain customers in the GPC segment which are often associated with the sale of product but are also provided separately and are considered a distinct performance obligation separate from product sales.

SPECTRUM BRANDS HOLDINGS INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(in millions)

NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES AND PRACTICES (continued)

Variable Consideration and Cash Paid to Customers

3 unchanged sentences

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 on the Consolidated Statements of Income and reduction of trade receivables on the Consolidated Statements of Financial Position .

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 records these costs within Selling General & Administrative Expenses on the Consolidated Statements of Income .

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.

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 depending on realization of costs and expected amortization.

The costs are incorporated into the pricing of product sold and the related amortization is treated as a reduction in Net Sales on the Consolidated Statements of Income .

The Company excludes all sales taxes that are assessed by a governmental authority from the transaction price.

2 unchanged sentences

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.

For the anticipated value of the returns, the Company will recognize a return liability in Other Current Liabilities on the Consolidated Statements of Financial Position and a separate return asset, when applicable, included in the Prepaid Expenses and Other Current Assets on the Consolidated Statements of Financial Position .

See Note 5 - Revenue Recognition and Receivables 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 on the Consolidated Statements of Income .

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

1 unchanged sentence

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.

SPECTRUM BRANDS HOLDINGS INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES AND PRACTICES (continued)

Shipping and Handling Costs

1 unchanged sentence

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.

Shipping and handling costs were $ 248.6 million, $ 266.9 million and $ 272.6 million during the years ended September 30, 2025, 2024 and 2023, respectively, and are included in Selling, General & Administrative Expenses on the Consolidated Statements of Income .

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.

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, online marketplace advertisement and sponsorship agreements, which are expensed as incurred.

Payments or costs may be deferred and expensed upon the initial period in which the advertisement is released or over a period of service per applicable terms and conditions.

The Company incurred advertising costs of $ 87.7 million, $ 91.7 million and $ 59.1 million during the years ended September 30, 2025, 2024 and 2023, respectively, and are included in Selling, General & Administrative Expenses on the Consolidated Statements of Income .

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.

The Company incurred research and development costs of $ 23.2 million, $ 28.1 million, $ 22.5 million during the years ended September 30, 2025, 2024 and 2023, respectively, and are included in Selling, General & Administrative Expenses on the Consolidated Statements of Income .

Environmental Expenditures

5 unchanged sentences

See Note 19 - Commitments and Contingencies for further discussion.

SPECTRUM BRANDS HOLDINGS INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(in millions)

NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES AND PRACTICES (continued)

Exit and Disposal Costs

The Company regularly enters into various initiatives that may include the recognition of exit or disposal costs.

The Company regularly enters into 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.

Exit and disposal costs associated with manufacturing are recorded as Cost of Goods Sold on the Consolidated Statements of Income and exit and disposal costs associated with sales, marketing, distribution or other administrative functions are recorded as Selling, General & Administrative Expenses on the Consolidated Statements of Income .

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.

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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.

SPECTRUM BRANDS HOLDINGS INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES AND PRACTICES (continued)

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 Expense, Net on the Consolidated Statements of Income .

We review the impairment of our ROU lease assets consistent with the approach applied for our other long-lived assets.

5 unchanged sentences

See Note 10 – 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 are accounted for under the asset and liability method.

7 unchanged sentences

See Note 15 - Income Taxes for further detail.

SPECTRUM BRANDS HOLDINGS INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(in millions)

NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES AND PRACTICES (continued)

Foreign Currency Translation

Local currencies are considered the functional currencies for most of the Company’s operations outside the United States.

Local currencies are considered the functional currencies for most of the Company’s operations outside the U.S..

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.

3 unchanged sentences

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.

The enhanced disclosure requirements became effective for the fiscal year ended September 30, 2025 and are reflected within Note 20 - Segment Reporting with the increased interim disclosure requirements becoming effective for the first interim reporting period for the fiscal year ending September 30, 2026, including retrospective presentation for all comparable periods.

Recently Issued Accounting Standards

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740):

4 unchanged sentences

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

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.

The Company is currently evaluating the impact this ASU may have on our consolidated financial statement disclosures.

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.

2 unchanged sentences

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.

The Company is currently evaluating the impact this ASU may have on our consolidated financial statement disclosures.

In July 2025, the FASB issued ASU 2025-05, Financial Instruments - Credit Losses (Topic 326):

Measurement of Credit Losses for Accounts Receivable and Contract Assets , which provides a practical expedient in estimating credit losses for current accounts receivables and current contract assets arising from transactions accounted for under Topic 606 that assumes that current conditions as of the balance sheet date do not change for the remaining life of the asset.

The amendments in ASU 2025-05 are effective for fiscal years beginning after December 15, 2025, and interim reporting periods within those annual reporting periods.

This ASU will be effective for our fiscal year ending September 30, 2027.

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

In September 2025, the FASB issued ASU 2025-06, Intangibles-Goodwill and Other-Internal-Use Software (Subtopic 350-40):

Targeted Improvements to the Accounting for Internal-Use Software , which modernizes previously written guidance around internal-use software costs by eliminating accounting consideration of software project development stages and provide for cost capitalization when management has authorized and committed funding to the project and that the project is considered 'probable' of completion and the software used to perform the function as intended, along with prescriptive disclosure requirements associated with internal-use software costs to be consistent with Subtopic 360-10, Property, Plant and Equipment regardless of how those costs are presented in the financial statements.

The amendments in ASU 2025-06 are effective for fiscal years beginning after December 15, 2027, with early adoption permitted.

The amendment may be applied either retrospectively or prospectively or on a modified prospective basis prescribed by the ASU.

This ASU will be effective for our fiscal year ending September 30, 2029.

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

SPECTRUM BRANDS HOLDINGS INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(in millions)

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:

The following table summarizes the components of Income from Discontinued Operations, Net of Tax in the Consolidated Statements of Income for the years ended September 30, 2025, 2024, and 2023:

(in millions)

2025 2024 2023

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 HHI discontinued operations before income taxes

$ — $ — $ 136.9

Gain on sale of HHI discontinued operations before income taxes

— 14.9 2,824.2

Other income (loss) from discontinued operations before income taxes

4.5 10.2 ( 2.4 )

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

Income from discontinued operations before income taxes

Income tax (benefit) expense from discontinued operations ( 0.4 ) 873.7 53.4

4.5 25.1 2,909.3

Income tax expense (benefit) from discontinued operations

4.3 ( 0.4 ) 873.7

Income from discontinued operations, net of tax

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.

0.2 25.5 2,035.6

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

Income from discontinued operations attributable to controlling interest, net of tax $ 0.2 $ 25.5 $ 2,035.3

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.

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.

On September 8, 2021, the Company entered into a definitive Asset and Stock Purchase Agreement with ASSA ABLOY AB (“ASSA”) to sell its HHI segment for cash proceeds of $ 4.3 billion, which was completed on June 20, 2023 resulting in the recognition of a pre-tax gain on sale of $ 2.8 billion, recognized as income from discontinued operations during the year ended September 30, 2023.

The following summarizes income from the HHI segment for the year ended September 30, 2023, prior to the close of the divestiture, recognized as income from discontinued operations before income taxes.

(in millions)

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Income from discontinued operations before income taxes $ 136.9

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:

The following presents significant non-cash items and capital expenditures from the HHI separation for the year ended September 30, 2023, through the close date of the separation.

(in millions)

1 unchanged sentence

Purchases of property, plant and equipment 11.9

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.

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.

Income from discontinued operations associated with HHI includes only direct costs associated with the disposal group and excludes indirect costs for allocations from enabling functions and shared operations of the Company which supported HHI during the periods of ownership.

These costs were included as part of previous segment reporting of HHI, but excluded from discounted operations as they are not a direct cost of the disposal group.

Such indirect costs for the year ended September 30, 2023, through the close date of the divestiture was $ 18.0 million.

Subsequently, indirect costs were mitigated by income from Transition Services Agreements ("TSAs") entered into upon the consummation of the transaction for various shared administrative functions.

TSAs charges were under a fixed fee structure and settled periodically on a net basis.

All TSAs had expired effective June 20, 2025 and there is no continuing involvement with the divested business.

The following summarizes the net gain recognized from TSA charges for the years ended September 30, 2025, 2024 and 2023, recognized as Selling, General and Administrative Expenses in the Consolidated Statements of Income .

(in millions) 2025 2024 2023

Net gain from Transaction Service Agreements

$ 21.9 $ 31.8 $ 9.2

Indemnifications and Other

Other income from discontinued operations include incremental pre-tax income or charges from changes in tax and legal indemnifications and other agreed-upon funding with divested businesses.

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.

Additionally, during the year ended September 30, 2024, the Company recognized a income of $ 14.9 million 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.

As of September 30, 2025, there are no significant or material outstanding indemnification payables.

SPECTRUM BRANDS HOLDINGS, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(in millions)

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.

During the year ended September 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 international markets, in addition to initiatives with shared operations and enabling functions as the Company exited transition service agreements from previous divestitures, resulting in the realization of headcount reductions and related termination charges.

During the year ended September 30, 2023, 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.

As of September 30, 2025, there are no further significant costs expected to be incurred from current initiatives.

The following summarizes exit and disposal charges for the years ended September 30, 2025, 2024 and 2023.

6 unchanged sentences

GPC $ 0.9 $ 0.1 $ 3.5

H&G — 0.2 0.7

HPC 5.6 0.6 5.2

Corporate and shared operations 2.3 0.3 0.4

Total exit and disposal costs $ 1.0 $ 9.3 $ 10.4

Total exit and disposal activities $ 8.8 $ 1.0 $ 9.3

The following is a summary of exit and disposal charges by cost type for the years ended September 30, 2025, 2024, and 2023.

8 unchanged sentences

Cash expenditures ( 2.8 ) ( 0.4 ) ( 3.2 )

Non-cash items 0.2 ( 0.1 ) 0.1

Accrual balance at September 30, 2024 $ 1.2 $ 0.1 $ 1.3

1 unchanged sentence

Cash expenditures ( 6.1 ) — ( 6.1 )

Foreign currency and other 0.1 — 0.1

Accrual balance at September 30, 2025 $ 2.1 $ — $ 2.1

NOTE 5 - REVENUE RECOGNITION

SPECTRUM BRANDS HOLDINGS, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(in millions)

NOTE 5 - REVENUE RECOGNITION AND RECEIVABLES

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

1 unchanged sentence

(in millions) GPC H&G HPC Total

Product Sales

Geographic Sales

NA $ 643.4 $ 565.3 $ 412.9 $ 1,621.6

2 unchanged sentences

APAC 27.7 — 65.2 92.9

Total revenue 1,082.5 572.8 1,153.7 2,809.0

Product Sales $ 1,069.7 $ 570.9 $ 1,146.9 $ 2,787.5

Licensing 9.0 1.9 6.5 17.4

1 unchanged sentence

Total revenue $ 1,082.5 $ 572.8 $ 1,153.7 $ 2,809.0

SPECTRUM BRANDS HOLDINGS, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

NOTE 5 - REVENUE RECOGNITION (continued)

(in millions) GPC H&G HPC Total

Product Sales

Geographic Sales

NA $ 721.2 $ 569.4 $ 476.9 $ 1,767.5

2 unchanged sentences

APAC 29.0 — 70.4 99.4

Total revenue 1,151.5 578.6 1,233.8 2,963.9

Product Sales $ 1,136.6 $ 576.3 $ 1,225.7 $ 2,938.6

Licensing 9.8 2.3 7.5 19.6

2 unchanged sentences

(in millions) GPC H&G HPC Total

Product Sales

Geographic Sales

NA $ 726.4 $ 529.2 $ 519.1 $ 1,774.7

2 unchanged sentences

APAC 33.3 — 73.3 106.6

Total revenue $ 1,139.0 $ 536.5 $ 1,243.3 $ 2,918.8

Product Sales $ 1,123.3 $ 534.4 $ 1,234.2 $ 2,891.9

Licensing 10.0 2.1 7.8 19.9

1 unchanged sentence

Total revenue $ 1,139.0 $ 536.5 $ 1,243.3 $ 2,918.8

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

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.

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:

(in millions)

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.

NOTE 5 - 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 those customers are considered significant to the respective segments.

The following table summarizes significant concentration risk associated with net sales for the years ended September 30, 2025, 2024, and 2023.

(% of Net Sales) 2025 2024 2023

Significant customers, exceeding 10% of net sales 36.0 % 35.9 % 33.9 %

Subject to Black & Decker trademark license agreement 11.7 % 11.9 % 12.0 %

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

There were no additional concentrations of credit risk exceeding 10% of net trade receivables.

(% of Trade Receivables, Net)

Significant customers, exceeding 10% of net trade receivables 41.6 % 42.6 %

The following is a rollforward of the allowance for doubtful accounts for the years ended September 30, 2025, 2024 and 2023:

1 unchanged sentence

Profit & Loss

Foreign Currency and Other

September 30, 2025 $ 8.1 $ 0.9 $ ( 2.5 ) $ ( 0.2 ) $ 6.3

1 unchanged sentence

September 30, 2023 7.3 5.0 ( 1.4 ) ( 3.2 ) 7.7

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.

The following is a rollforward of the liability for product returns for the years ended September 30, 2025, 2024 and 2023:

(in millions) Beginning

Balance Charged to

Profit & Loss Deductions Foreign Currency and Other

September 30, 2025 $ 14.4 $ 16.4 $ ( 21.1 ) $ 0.1 $ 9.8

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

SPECTRUM BRANDS HOLDINGS, INC.

8 unchanged sentences

$ 446.1 $ 462.1

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 7 - PROPERTY, PLANT AND EQUIPMENT

2 unchanged sentences

Land, buildings and improvements $ 91.3 $ 88.2

Machinery, tooling and equipment 337.4 330.1

Machinery, equipment and other 359.6 337.4

Computer software 146.3 142.6

4 unchanged sentences

Property, plant and equipment, net $ 255.0 $ 266.6

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.

Depreciation expense on property, plant and equipment for the years ended September 30, 2025, 2024, and 2023 is as follows.

(in millions) 2025 2024 2023

Depreciation expense $ 56.4 $ 57.3 $ 48.9

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 .

5 unchanged sentences

Deferred charges and other 0.4 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.

Amortization expense of deferred implementation costs for hosted cloud computing costs arrangements for the years ended September 30, 2025, 2024, and 2023 is as follows.

(in millions) 2025 2024 2023

Amortization expense $ 7.2 $ 2.6 $ 1.1

SPECTRUM BRANDS HOLDINGS, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(in millions)

NOTE 8 - GOODWILL AND INTANGIBLE ASSETS

Goodwill, by segment, consists of the following.

(in millions) GPC H&G HPC Total

(in millions) GPC H&G Total

As of September 30, 2023 $ 512.1 $ 342.6 $ 854.7

Impairment — — ( 111.1 ) ( 111.1 )

Tristar Business acquisition — — 3.0 3.0

Foreign currency impact 10.2 — 10.2

2 unchanged sentences

As of September 30, 2025 $ 524.2 $ 342.6 $ 866.8

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.

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:

The carrying value of indefinite lived intangible assets and definite lived intangible assets subject to amortization and accumulated amortization are as follows.

(in millions)

Gross Carrying Amount

Accumulated Amortization

Gross Carrying Amount

Accumulated Amortization

Gross Carrying Amount Accumulated Amortization Net Gross Carrying Amount Accumulated Amortization Net

Amortizable intangible assets

7 unchanged sentences

Total intangible assets $ 1,462.5 $ ( 524.9 ) $ 937.6 $ 1,494.6 $ ( 504.2 ) $ 990.4

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.

During the year ended September 30, 2025, the Company recognized impairment charges on indefinite lived intangible assets of $ 16.6 million, including an impairment of $ 15.7 million associated with the HPC segment and its PowerXL® tradename due the recognition of a triggering event attributable to declining sales expectations and a change in our direct to consumer strategy, plus an impairment of $ 0.9 million on other non-core strategic brands with the GPC segment as part of our annual impairment assessment.

During the year ended September 30, 2024, the Company recognized impairment charges on indefinite lived intangible assets of $ 45.2 million, including an impairment of $ 39.0 million associated with the H&G segment and its Rejuvenate® tradename due to the recognition of a triggering event due to the loss of a key distribution expansion opportunity resulting in a significant shift in the forecasted revenue, an impairment of $ 4.0 million associated with the HPC segment and a non-core tradename identified by a triggering event due to a change in brand strategy, and an impairment of $ 2.2 million associated with the GPC segment and its OmegaSea® tradename identified as part of our annual impairment assessment.

Amortization expense on intangible assets for the years ended September 30, 2025, 2024, and 2023 is as follows.

(in millions) 2025 2024 2023

Amortization expense $ 41.6 $ 44.5 $ 42.3

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)

SPECTRUM BRANDS HOLDINGS INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(in millions)

NOTE 9 - DEBT

1 unchanged sentence

(in millions) Amount Rate Amount Rate

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

3.375 % Exchangeable Notes, due June 1, 2029

2 unchanged sentences

4.9 5.0 % 4.9 5.0 %

5.00 % Notes, due October 1, 2029

4.9 5.0 % 297.2 5.0 %

5.50 % Notes, due July 15, 2030

3 unchanged sentences

Obligations under finance leases 85.3 5.6 % 81.6 5.4 %

577.7 1,573.9

Total debt 581.4 577.7

Debt issuance costs ( 13.5 ) ( 16.9 )

1 unchanged sentence

Long-term debt, net of current portion $ 556.2 $ 551.4

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)

The aggregate scheduled maturities of debt obligations are as follows, excluding obligations under finance leases.

See Note 10 - Leases for scheduled maturities of obligations under finance leases:

(in millions) Amount

Thereafter 128.0

Total long-term debt $ 496.1

23 unchanged sentences

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.

SPECTRUM BRANDS HOLDINGS, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(in millions)

NOTE 9 - DEBT (continued)

As of September 30, 2025, the Company had borrowing availability of $ 492.3 million, net of outstanding letters of credit of $ 7.7 million.

As of September 30, 2025, there was unamortized debt issuance costs of $ 3.3 million associated with the Credit Agreement.

8 unchanged sentences

• 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;

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;

3 unchanged sentences

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.

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

Subsequent to the issuance of the Exchangeable Notes, the Company had increased its quarterly dividend rate to $ 0.47 per share.

As such, as of September 30, 2025, the exchange rate has been adjusted to 8.2298 shares of common stock per $1,000 principal amount of notes (which is equal to a conversion price of approximately $ 121.51 per share of the Company's common stock).

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.

8 unchanged sentences

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 each having an initial strike price of approximately 121.51 per share, subject to certain adjustments, which corresponds to the initial conversion price of the Exchangeable Notes.

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

As of September 30, 2025, concurrent with the subsequent adjustment to the conversion rate of the Exchangeable Notes, the strike price with the associated Capped Calls has been updated to approximately $ 121.51 per share, and the cap price has been updated to approximately $ 158.90 per share.

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.

4 unchanged sentences

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.

SPECTRUM BRANDS HOLDINGS, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(in millions)

NOTE 9 - DEBT (continued)

5.00 % Notes due October 1, 2029 (“2029 Notes”)

4 unchanged sentences

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.

In addition, the 2029 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 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.

1 unchanged sentence

As of September 30, 2025, we were in compliance with all covenants under the indentures governing the 2029 Notes.

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.

Additionally, the Company had repurchased a portion of the 2029 Notes in prior periods resulting in a partial write-off of unamortized debt issuance costs and gain on early extinguishment, as further discussed below.

As of September 30, 2025, there was no material or significant unamortized debt issuance costs associated with the 2029 Notes.

5.50 % Notes due July 15, 2030 (“2030 Notes”)

1 unchanged sentence

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.

SBI may redeem some or all of the 2030 Notes at certain fixed redemption prices.

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.

6 unchanged sentences

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.

Additionally, the Company had repurchased a portion of the 2030 Notes in prior periods resulting in a partial write-off of unamortized debt issuance costs and gain on early extinguishment, as further discussed below.

As of September 30, 2025, there was unamortized debt issuance costs of $ 0.1 million associated with the 2030 Notes.

SPECTRUM BRANDS HOLDINGS, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(in millions)

NOTE 9 - DEBT (continued)

3.875 % Notes due March 15, 2031 (“2031 Notes”)

5 unchanged sentences

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.

The 2031 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 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.

4 unchanged sentences

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.

Additionally, the Company had repurchased a portion of the 2031 Notes in prior periods resulting in a partial write-off of unamortized debt issuance costs and gain on early extinguishment, as further discussed below.

As of September 30, 2025, there was unamortized debt issuance costs of $ 1.1 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 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 € 425.0 million aggregate principal amount of 4.00 % Notes due October 1,2026 ("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.

1 unchanged sentence

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.

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.

3 unchanged sentences

2030 Notes 142.5 142.5 — 2.0 2.0

285.7 277.7 ( 8.0 ) 3.0 ( 5.0 )

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

SPECTRUM BRANDS HOLDINGS, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(in millions)

NOTE 9 - DEBT (continued)

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.

12 unchanged sentences

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.

There was not debt repurchase activity during the year ended September 30, 2025.

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.

(in millions) Amounts Repurchased

Unamortized Debt Issuance Costs Gain on Early Extinguishment

Amounts Repurchased

Unamortized Debt Issuance Costs Gain on Early Extinguishment

(in millions) Amounts Repurchased Amounts Paid Unamortized Debt Issuance Costs Gain Realized

Amounts Repurchased Amounts Paid Unamortized Debt Issuance Costs Gain Realized

2029 Notes $ 8.1 $ 7.8 $ 0.1 $ 0.2 $ 2.8 $ 2.6 $ — $ 0.2

4 unchanged sentences

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(in millions)

NOTE 10 - LEASES

6 unchanged sentences

Finance Property, plant and equipment, net 56.7 61.0

Total lease assets

$ 162.9 $ 177.0

Operating Other current liabilities $ 31.3 $ 26.9

Total leased assets $ 130.2 $ 162.9

Operating Short-term operating lease liabilities $ 31.8 $ 31.3

Finance Current portion of long-term debt 11.7 9.4

2 unchanged sentences

Total lease liabilities $ 171.6 $ 199.9

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.

As of September 30, 2025, the Company has unrecognized commitments of approximately $ 14.0 million related to a distribution center with a third party logistics service provider that has not yet commenced.

The lease is expected to commence in February 2026.

The components of lease costs recognized in the Consolidated Statements of Income for the year ended September 30, 2025, 2024, and 2023 are as follows:

6 unchanged sentences

Total lease cost $ 62.8 $ 62.4 $ 64.4

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:

During the year ended September 30, 2025, the Company recognized a $ 7.8 million impairment charge on its finance lease for office space in Middleton, WI following the Company's exit from transition service agreements from previous divestitures and lack of sufficient sublease income to mitigate outgoing cash flow on unused components.

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 early exit of operations from the facility and the inability to sub-lease to a third-party prior to the maturity.

The impairments were measured using projected discounted cash flow for the facility, including assumed sub-lease income, when applicable, at sub-lease rental rates comparable to current market conditions and included within Selling, General & Administrative Expense on the Consolidated Statements of Income .

The following summarizes income attributable to sub-leases for the years ended September 30, 2025, 2024, and 2023, respectively, recognized as Other Non-Operating Expense, Net on the Consolidated Statements of Income .

(in millions) 2025 2024 2023

Sub-lease income $ 2.9 $ 2.4 $ 2.4

SPECTRUM BRANDS HOLDINGS, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(in millions)

NOTE 10 LEASES (continued)

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 years ended September 30, 2025, 2024, and 2023:

(in millions) 2025 2024 2023

Operating cash flow from operating leases $ 36.0 $ 35.5 $ 30.3

3 unchanged sentences

Acquisition of operating lease asset through lease obligations 5.4 25.2 66.9

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, 2025 and 2024.

16 unchanged sentences

Total minimum lease payments $ 85.3 $ 86.3

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.

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.

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)

2024 2023 2022

Foreign exchange contracts

Other non-operating (income) expense $ ( 20.1 ) $ ( 14.3 ) $ 25.6

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)

NOTE 11 - DERIVATIVES

Cash Flow Hedges.

The Company periodically enters into forward foreign exchange contracts to hedge the cash flow risk from the forecasted purchase and sale of inventory denominated in foreign currencies.

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

The fair value of qualifying hedges are recorded in Accumulated Other Comprehensive Income ("AOCI") and as a derivative asset or liability, as applicable, until the purchase or sale is recognized, or otherwise determined to be ineffective or discontinued, at which point the fair value of the related hedge is reclassified to earnings.

Derivative Instruments Not Designated as Hedge.

The Company periodically enters into forward contracts to economically hedge a portion of risk from balance sheet exposures denominated in foreign currencies.

These obligations generally require the Company to exchange foreign currencies for, among others, Australian Dollars, Canadian Dollars, Euros, Japanese Yen, Polish Zloty, Pound Sterling, Turkish Lira, or U.S.

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 September 30, 2025 and September 30, 2024.

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

Foreign exchange contracts - cash flow hedges $ 333.5 March 2027 $ 351.7 June 2026

Foreign exchange contracts - not designated as hedge 447.7 October 2025 466.9 October 2024

The following summarizes the fair value and location of outstanding derivative instruments in the Consolidated Statements of Financial Position as of September 30, 2025 and September 30, 2024.

(in millions) Line Item 2025 2024

Derivative Assets

Foreign exchange contracts - designated as hedge

Other receivables

Foreign exchange contracts - designated as hedge

Deferred charges and other

Foreign exchange contracts - not designated as hedge

Other receivables

Foreign exchange contracts – cash flow hedges Other receivables $ 0.6 $ 1.4

Foreign exchange contracts – cash flow hedges Deferred charges and other 0.1 0.1

Foreign exchange contracts – not designated as hedge Other receivables 0.1 0.3

Total Derivative Assets $ 0.8 $ 1.8

Derivative Liabilities

Foreign exchange contracts - designated as hedge

Accounts payable

Foreign exchange contracts - designated as hedge

Other long-term liabilities

Foreign exchange contracts - not designated as hedge

Accounts payable

Foreign exchange contracts – cash flow hedges Accounts payable $ 8.8 $ 11.5

Foreign exchange contracts – cash flow hedges Other long term liabilities 0.1 1.4

Foreign exchange contracts – not designated as hedge Accounts payable 0.7 2.4

Total Derivative Liabilities $ 9.6 $ 15.3

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.

The following summarizes the pre-tax gain (loss) from derivative instruments and location in the Consolidated Statements of Income for the years ended September 30, 2025, 2024, and 2023.

(in millions) Line Item 2025 2024 2023

Foreign exchange contracts - cash flow hedges Net sales $ 0.1 $ 0.3 $ 0.2

Foreign exchange contracts - cash flow hedges Cost of goods sold ( 8.9 ) ( 15.5 ) ( 12.4 )

Foreign exchange contracts - not designated as hedge Other non-operating expense, net 11.1 ( 20.1 ) ( 14.3 )

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 18 - 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 September 30, 2025, the net loss estimated to be reclassified from AOCI into earnings associated with cash flow hedges over the next 12 months is $ 5.7 million, net of tax.

Net Investment Hedge

1 unchanged sentence

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.

2 unchanged sentences

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

Net investment hedge $ ( 13.2 ) $ ( 31.7 )

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

SPECTRUM BRANDS HOLDINGS, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(in millions)

NOTE 12 - FAIR VALUE OF FINANCIAL INSTRUMENTS