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Item 1. Financial Statements

2025-08-07 compared with 2025-05-08 · 202 added, 158 removed, 586 unchanged (38% of the section changed)

2 unchanged sentences

Condensed Consolidated Statements of Financial Position

As of March 30, 2025 and September 30, 2024

As of June 29, 2025 and September 30, 2024

(in millions)

March 30, 2025 September 30, 2024

June 29, 2025 September 30, 2024

Cash and cash equivalents $ 122.0 $ 368.9

16 unchanged sentences

Income tax payable 14.3 25.0

Short-term operating lease liabilities 31.9 31.3

Other current liabilities 115.3 140.6

20 unchanged sentences

Condensed Consolidated Statements of Income

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

Three Month Periods Ended Six Month Periods Ended

For the three and nine month periods ended June 29, 2025 and June 30, 2024

Three Month Periods Ended Nine Month Periods Ended

(in millions, except per share)

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

June 29, 2025 June 30, 2024 June 29, 2025 June 30, 2024

Net sales $ 699.6 $ 779.4 $ 2,075.5 $ 2,190.2

3 unchanged sentences

Impairment of intangible assets — — 15.7 43.0

Impairment of property, plant and equipment and operating leases 7.8 5.1 7.8 5.6

Representation and warranty insurance proceeds — — — ( 65.0 )

3 unchanged sentences

Interest income ( 0.6 ) ( 13.4 ) ( 3.6 ) ( 54.3 )

Gain from early extinguishment of debt — — — ( 4.7 )

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

Other non-operating expense, net 1.5 1.7 7.2 7.0

4 unchanged sentences

Net income 19.7 6.0 44.7 96.0

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

Net (loss) income from continuing operations attributable to non-controlling interest ( 0.2 ) ( 0.1 ) 0.4 ( 0.2 )

Net income attributable to controlling interest $ 19.9 $ 6.1 $ 44.3 $ 96.2

17 unchanged sentences

Condensed Consolidated Statements of Comprehensive Income

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

For the three and nine month periods ended June 29, 2025 and June 30, 2024

Three Month Periods Ended

Six Month Periods Ended

Nine Month Periods Ended

(in millions)

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

June 29, 2025 June 30, 2024 June 29, 2025 June 30, 2024

Net income $ 19.7 $ 6.0 $ 44.7 $ 96.0

2 unchanged sentences

Foreign currency translation gain (loss) 60.4 ( 7.7 ) 26.4 17.1

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

Unrealized loss from net investment hedge — ( 3.5 ) — ( 13.2 )

Foreign currency translation gain (loss) before tax 60.4 ( 11.2 ) 26.4 3.9

3 unchanged sentences

Unrealized (loss) gain on derivative instruments before reclassification ( 15.4 ) 1.6 ( 7.2 ) ( 7.7 )

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

Net reclassification for loss to income from continuing operations 2.9 2.4 2.4 12.3

Unrealized (loss) gain on derivative instruments after reclassification ( 12.5 ) 4.0 ( 4.8 ) 4.6

2 unchanged sentences

Defined benefit pension (loss) gain

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

Defined benefit pension loss before reclassification ( 1.8 ) — ( 0.9 ) ( 0.9 )

Net reclassification for loss to income from continuing operations 0.5 0.2 1.5 0.6

2 unchanged sentences

Net defined benefit pension (loss) gain ( 1.0 ) 0.1 0.4 ( 0.1 )

Comprehensive income 25.5 62.8 ( 0.1 ) 108.3

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

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

Comprehensive income (loss) 71.3 ( 1.7 ) 71.2 106.5

Comprehensive income from continuing operations attributable to non-controlling interest 0.3 — 0.2 —

Comprehensive income (loss) attributable to controlling interest $ 71.0 $ ( 1.7 ) $ 71.0 $ 106.5

See accompanying notes to the condensed consolidated financial statements

1 unchanged sentence

Condensed Consolidated Statements of Shareholders' Equity

For the six month period ended March 30, 2025

For the nine month period ended June 29, 2025

Common Stock Additional Paid-in Capital

24 unchanged sentences

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

Net income (loss) from continuing operations — — — 20.7 — — 20.7 ( 0.2 ) 20.5

Loss from discontinued operations, net of tax — — — ( 0.8 ) — — ( 0.8 ) — ( 0.8 )

Other comprehensive income, net of tax — — — — 51.3 — 51.3 0.3 51.6

Treasury stock repurchases ( 0.9 ) — — — — ( 54.4 ) ( 54.4 ) — ( 54.4 )

Excise tax on net share repurchases — — — — — ( 0.5 ) ( 0.5 ) — ( 0.5 )

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

Share based compensation — — 4.8 — — — 4.8 — 4.8

Dividends declared — — — ( 11.9 ) — — ( 11.9 ) — ( 11.9 )

Dividend paid by subsidiary to NCI — — — — — — — ( 0.7 ) ( 0.7 )

Balances at June 29, 2025 24.4 $ 0.5 $ 1,992.3 $ 2,175.3 $ ( 177.7 ) $ ( 2,096.6 ) $ 1,893.8 $ — $ 1,893.8

See accompanying notes to the condensed consolidated financial statements

1 unchanged sentence

Condensed Consolidated Statements of Shareholders' Equity

For the six month period ended March 31, 2024

For the nine month period ended June 30, 2024

Common Stock Additional Paid-in Capital

24 unchanged sentences

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

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

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

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

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

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

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

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

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

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

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

See accompanying notes to the condensed consolidated financial statements

1 unchanged sentence

Condensed Consolidated Statements of Cash Flows

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

Six Month Periods Ended

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

For the nine month periods ended June 29, 2025 and June 30, 2024

Nine Month Periods Ended

(in millions) June 29, 2025 June 30, 2024

Cash flows from operating activities

11 unchanged sentences

Non-cash purchase accounting adjustments — 1.1

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

Deferred tax (benefit) expense ( 17.4 ) 3.3

Net changes in operating assets and liabilities ( 111.3 ) ( 50.5 )

Net cash (used) provided by operating activities from continuing operations ( 48.6 ) 80.7

Net cash provided by operating activities from continuing operations 33.1 178.4

Net cash used by operating activities from discontinued operations ( 0.6 ) ( 96.5 )

Net cash used by operating activities ( 49.3 ) ( 0.8 )

Net cash provided by operating activities 32.5 81.9

Cash flows from investing activities

9 unchanged sentences

Payment of debt issuance costs ( 0.2 ) ( 15.0 )

Premium on capped call transactions — ( 25.2 )

Dividends paid to shareholders ( 36.9 ) ( 38.8 )

30 unchanged sentences

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

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

As a result, the fiscal period end date for the three and nine month periods included within this Quarterly Report for the Company are June 29, 2025 and June 30, 2024, respectively.

Recently Issued Accounting Standards

3 unchanged sentences

Early adoption is permitted, and the amendments should be applied retrospectively.

This ASU will be effective for our Form 10-K for the year ending September 30, 2025 and our Form 10-Q for the first quarter of the year ending September 30, 2026.

This ASU will be effective for our annual report for the year ending September 30, 2025 and our interim reports for the first quarter of the year ending September 30, 2026.

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

4 unchanged sentences

however, retrospective application is also permitted.

This ASU will be effective for our Form 10-K for the year ending September 30, 2026.

This ASU will be effective for our annual report for the year ending September 30, 2026.

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

2 unchanged sentences

The amendment should be applied prospectively, however, retrospective application is also permitted.

This ASU will be effective for our annual report for the year ending September 30, 2028 and our interim reports for the first quarter of the year ending September 30, 2029.

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

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.

SPECTRUM BRANDS HOLDINGS, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(in millions, unaudited)

NOTE 2 – EXIT AND DISPOSAL ACTIVITIES

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

During the nine month period ended June 29, 2025, the Company entered into initiatives within its HPC and GPC segments following the consolidation of functions and operations within the segments and changes in their commercial strategies for certain international markets, in addition to the restructuring of shared operations and enabling functions as the Company exits transition service agreements from previous divestitures, resulting in the realization of headcount reductions and related termination charges.

Total cumulative exit and disposal costs associated with these initiatives were $ 8.2 million, with approximately $ 3 million of additional costs forecasted in the foreseeable future.

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

Three Month Periods Ended Six Month Periods Ended

(in millions)

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

The following summarizes restructuring charges for the three and nine month periods ended June 29, 2025 and June 30, 2024:

Three Month Periods Ended Nine Month Periods Ended

(in millions) June 29, 2025 June 30, 2024 June 29, 2025 June 30, 2024

Exit and disposal costs $ 4.2 $ 0.1 $ 8.2 $ 1.0

Selling, general & administrative expense 4.2 0.1 8.2 1.0

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

Three month periods ended Six month periods ended

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

The following is a summary of restructuring charges by segment for the three and nine month periods ended June 29, 2025 and June 30, 2024.

Three Month Periods Ended Nine Month Periods Ended

(in millions) June 29, 2025 June 30, 2024 June 29, 2025 June 30, 2024

GPC $ 0.5 $ — $ 0.8 $ —

2 unchanged sentences

Total exit and disposal activities $ 4.2 $ 0.1 $ 8.2 $ 1.0

SPECTRUM BRANDS HOLDINGS, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(in millions, unaudited)

NOTE 2 - EXIT & DISPOSAL ACTIVITIES (continued)

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

The following is a summary of restructuring charges by cost type for the three and nine month periods ended June 29, 2025 and June 30, 2024.

(in millions)

Benefits Other

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

Three month period ended March 31, 2024 0.4 0.3 0.7

Six month period ended March 30, 2025 3.9 0.1 4.0

Six month period ended March 31, 2024 0.5 0.5 1.0

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

Three month period ended June 29, 2025 $ 3.6 $ 0.6 $ 4.2

Three month period ended June 30, 2024 0.1 — 0.1

Nine month period ended June 29, 2025 7.5 0.7 8.2

Nine month period ended June 30, 2024 0.5 0.5 1.0

The following is a roll forward of the accrual for restructuring charges by cost type for the nine month period ended June 29, 2025.

(in millions) Termination

3 unchanged sentences

Cash expenditures ( 3.9 ) ( 0.1 ) ( 4.0 )

March 30, 2025 $ 3.2 $ 0.2 $ 3.4

Foreign currency and other 0.1 — 0.1

June 29, 2025 $ 4.0 $ — $ 4.0

SPECTRUM BRANDS HOLDINGS, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(in millions, unaudited)

NOTE 3 – REVENUE RECOGNITION AND RECEIVABLES

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

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

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

(in millions)

The following table disaggregates our revenue for the three and nine month periods ended June 29, 2025 and June 30, 2024, by segment and geographic region (based upon destination) and revenue type:

Three Month Period Ended June 29, 2025 Three Month Period Ended June 30, 2024

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

Geographic Region

8 unchanged sentences

Total revenue $ 255.2 $ 189.2 $ 255.2 $ 699.6 $ 282.2 $ 211.0 $ 286.2 $ 779.4

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

Nine Month Period Ended June 29, 2025 Nine Month Period Ended June 30, 2024

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

11 unchanged sentences

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

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

Three month periods ended Six month periods ended

(% of Net Sales)

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

The following table summarizes significant concentration risk associated with net sales for the three and nine month periods ended June 29, 2025 and June 30, 2024.

Three Month Periods Ended Nine Month Periods Ended

(% of Net Sales) June 29, 2025 June 30, 2024 June 29, 2025 June 30, 2024

Significant customers, exceeding 10% of net sales 36.8 % 37.7 % 36.5 % 36.4 %

Subject to Black & Decker trademark license agreement 11.6 % 11.1 % 11.7 % 11.8 %

SPECTRUM BRANDS HOLDINGS, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(in millions, unaudited)

NOTE 3 – REVENUE RECOGNITION AND RECEIVABLES (continued)

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)

March 30, 2025 September 30, 2024

(% of Trade Receivables, Net) June 29, 2025 September 30, 2024

Significant customers 47.9 % 42.6 %

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

The following summarizes the allowance for product returns with direct customers and estimated credit losses on trade receivables as of June 29, 2025 and September 30, 2024.

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

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

(in millions) Line Item June 29, 2025 September 30, 2024

Liability for product returns Other current liabilities $ 10.4 $ 14.4

Allowance for doubtful accounts Trade receivables, net 6.0 8.1

SPECTRUM BRANDS HOLDINGS, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(in millions, unaudited)

NOTE 4 – INVENTORIES

Inventories consists of the following:

(in millions)

March 30, 2025 September 30, 2024

(in millions) June 29, 2025 September 30, 2024

Raw materials $ 51.6 $ 46.8

$ 57.3 $ 46.8

Work-in-process 6.6 5.6

3 unchanged sentences

Property, plant and equipment consist of the following:

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

(in millions) June 29, 2025 September 30, 2024

Land, buildings and improvements $ 90.7 $ 88.2

6 unchanged sentences

Property, plant and equipment, net $ 250.3 $ 266.6

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

Three month periods ended Six month periods ended

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

Depreciation expense on property, plant and equipment for the three and nine month periods ended June 29, 2025 and June 30, 2024 is as follows.

Three Month Periods Ended Nine Month Periods Ended

(in millions) June 29, 2025 June 30, 2024 June 29, 2025 June 30, 2024

Depreciation expense $ 14.6 $ 14.1 $ 42.6 $ 42.9

During the three and nine month period ending June 29, 2025, the Company recognized an impairment charge of $ 7.8 million 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.

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

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

(in millions) June 29, 2025 September 30, 2024

Deferred cloud computing costs, net $ 5.3 $ 8.3

1 unchanged sentence

Deferred charges and other 0.8 4.0

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

Three month periods ended Six month periods ended

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

Amortization expense of deferred implementation costs for hosted cloud computing costs arrangements for the three and nine month periods ended June 29, 2025 and June 30, 2024 is as follows:

Three Month Periods Ended Nine Month Periods Ended

(in millions) June 29, 2025 June 30, 2024 June 29, 2025 June 30, 2024

Amortization expense $ 2.2 $ 0.6 $ 5.2 $ 1.9

4 unchanged sentences

Goodwill, by segment, consists of the following:

(in millions)

GPC H&G Total

(in millions) GPC H&G Total

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

Foreign currency impact 4.0 — 4.0

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

As of June 29, 2025 $ 526.3 $ 342.6 $ 868.9

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

March 30, 2025 September 30, 2024

June 29, 2025 September 30, 2024

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

6 unchanged sentences

Total intangible assets $ 1,490.9 $ ( 538.9 ) $ 952.0 $ 1,494.6 $ ( 504.2 ) $ 990.4

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

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

Three Month Periods Ended Six Month Periods Ended

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

During the nine month period ended June 29, 2025, the Company and its HPC segment recognized a triggering event associated with its PowerXL® tradename attributable to declining sales expectations on products associated with the brand and a change in our direct to consumer strategy resulting in an impairment charge of $ 15.7 million.

Amortization expense on intangible assets for the three and nine month periods ended June 29, 2025 and June 30, 2024 is as follows.

Three Month Periods Ended Nine Month Periods Ended

(in millions) June 29, 2025 June 30, 2024 June 29, 2025 June 30, 2024

Amortization expense $ 10.5 $ 11.1 $ 31.5 $ 33.4

2 unchanged sentences

2025 remaining

SPECTRUM BRANDS HOLDINGS, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(in millions, unaudited)

NOTE 7 – DEBT

Debt with external lenders consist of the following:

March 30, 2025 September 30, 2024

June 29, 2025 September 30, 2024

(in millions) Amount Rate Amount Rate

13 unchanged sentences

Long-term debt, net of current portion $ 655.9 $ 551.4

Credit Agreement

As of June 29, 2025, there is $ 103.0 million of borrowings outstanding under the Company’s $ 500 million revolving credit facility (the “Revolver Facility”) under the Second Amended and Restated Credit Agreement, dated as of October 19, 2023, by and among the Company, SB/RH Holdings, LLC, Royal Bank of Canada, as the administrative agent, and the lenders party thereto, with a borrowing availability under the Revolver Facility of $ 388.5 million, net outstanding letters of credit of $ 8.5 million.

3.375 % Exchangeable Notes due June 1, 2029 ("Exchangeable Notes")

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

As such, the exchange rate for the Exchangeable Notes due June 1, 2029 was adjusted to 8.2229 shares of common stock per $1,000 principal amount of notes (which is equal to an initial conversion price of approximately $ 121.61 per share of the Company's common stock), subject to further adjustment as set forth in the indenture.

Concurrently, the strike price with the associated Capped Calls was updated to approximately $ 121.61 per share, subject to certain additional adjustments, corresponding to the change in exchange price of the Exchangeable Notes, and the cap price was updated to approximately $ 159.03 per share, subject to certain additional adjustments.

SPECTRUM BRANDS HOLDINGS, INC.

1 unchanged sentence

(in millions, unaudited)

NOTE 7 - DEBT (continued)

Credit Agreement

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

3.375 % Exchangeable Notes due June 1, 2029

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

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

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

NOTE 8 - DERIVATIVES

7 unchanged sentences

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

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

These obligations generally require the Company to exchange foreign currencies for Canadian Dollars, Colombian Peso, Euros, Czech Koruna, Japanese Yen, Mexican Peso, Polish Zloty, Pound Sterling, Singapore Dollar, Swiss Franc, 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 March 30, 2025 and September 30, 2024.

March 30, 2025 September 30, 2024

The following summarizes outstanding notional balances and maturities of derivative instruments as of June 29, 2025 and September 30, 2024.

June 29, 2025 September 30, 2024

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

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

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

Foreign exchange contracts - cash flow hedges $ 336.3 December 2026 $ 351.7 June 2026

Foreign exchange contracts - not designated as hedge $ 452.0 July 2025 466.9 October 2024

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

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

(in millions) Line Item June 29, 2025 September 30, 2024

Derivative Assets

8 unchanged sentences

Total Derivative Liabilities $ 17.6 $ 15.3

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

The fair value for derivative instruments excludes collateral or standby letter of credit associated with derivative instruments, of which there were none as of June 29, 2025 and September 30, 2024.

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

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

Three Month Periods Ended Six Month Periods Ended

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

The following summarizes the pre-tax gain (loss) from derivative instruments and location in the Condensed Consolidated Statements of Income for the three and nine month periods ended June 29, 2025 and June 30, 2024, respectively.

Three Month Periods Ended Nine Month Periods Ended

(in millions) Line Item June 29, 2025 June 30, 2024 June 29, 2025 June 30, 2024

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

1 unchanged sentence

Foreign exchange contracts - not designated as hedge Other non-operating expense, net 16.4 ( 6.8 ) 21.8 ( 14.4 )

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

As of June 29, 2025, the net loss estimated to be reclassified from AOCI into earnings associated with cash flow hedges over the next 12 months is $ 11.0 million, net of tax.

SPECTRUM BRANDS HOLDINGS, INC.

1 unchanged sentence

(in millions, unaudited)

NOTE 8 – DERIVATIVES (continued)

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

NOTE 9 - FAIR VALUE OF FINANCIAL INSTRUMENTS

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

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

March 30, 2025 September 30, 2024

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

Level 1 Level 2 Level 3 Fair Value Carrying Amount

The carrying value and estimated fair value of financial instruments as of June 29, 2025 and September 30, 2024 according to the fair value hierarchy are as follows:

June 29, 2025 September 30, 2024

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

Derivative Assets $ — $ 1.3 $ — $ 1.3 $ 1.3 $ — $ 1.8 $ — $ 1.8 $ 1.8

9 unchanged sentences

NOTE 10 – SHAREHOLDERS' EQUITY

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

March 30, 2025 March 31, 2024

The following summarizes the activity of common stock repurchases for the three and nine month periods ended June 29, 2025 and June 30, 2024.

June 29, 2025 June 30, 2024

Three Month Periods Ended

(in millions except per share data)

Repurchased Average

Per Share Amount Number of

Repurchased Average

Per Share Amount

Number of Shares Repurchased Average Price Per Share Amount Number of Shares Repurchased Average Price Per Share Amount

Open Market Purchases 0.9 $ 59.88 $ 54.4 1.1 $ 86.22 $ 92.2

March 30, 2025 March 31, 2024

Six Month Periods Ended

Private Purchases — $ — — 0.5 93.74 50.0

Total Purchases 0.9 $ 59.88 $ 54.4 1.6 $ 88.72 $ 142.2

June 29, 2025 June 30, 2024

Nine Month Periods Ended

(in millions except per share data)

Repurchased Average

Per Share Amount Number of

Repurchased Average

Per Share Amount

Number of Shares Repurchased Average Price Per Share Amount Number of Shares Repurchased Average Price Per Share Amount

Open Market Purchases 3.7 $ 78.30 $ 287.2 5.6 $ 77.48 $ 432.7

Private Purchases — $ — — 0.5 93.74 50.0

ASR — — — 1.3 65.84 83.2

3 unchanged sentences

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

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

This plan reached its cap and was terminated in June 2025 with a total of 0.8 million shares repurchased for $ 50.0 million, which are included in the open market purchases above.

In June 2025, the Company entered into a new rule 10b5-1 repurchase plan for $ 50.0 million to facilitate daily market share repurchases through February 13, 2026, until the cap is reached or until the plan is terminated.

As of June 29, 2025, there has been $ 6.0 million repurchased pursuant to the new 10b5-1 repurchase plan, which are included in the open market purchases above.

SPECTRUM BRANDS HOLDINGS, INC.

2 unchanged sentences

NOTE 11 - SHARE BASED COMPENSATION

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

Three month periods ended Six month periods ended

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

The following is a summary of share based compensation expense included in Selling, General & Administrative on the Company's Condensed Consolidated Statements of Income for the three and nine month periods ended June 29, 2025 and June 30, 2024:

Three month periods ended Nine month periods ended

(in millions) June 29, 2025 June 30, 2024 June 29, 2025 June 30, 2024

Share based compensation expense $ 4.8 $ 4.5 $ 14.7 $ 12.9

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

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

Fair Value at Grant Date

The following is a summary of RSU grants issued during the nine month period ended June 29, 2025, which are consistent to the vesting conditions for time-based RSU grants and performance-based RSU grants previously disclosed, without substantial discrepancy:

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

Time-based grants

4 unchanged sentences

Total grants 0.28 88.98 $ 24.7

SPECTRUM BRANDS HOLDINGS, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(in millions, unaudited)

NOTE 12 - ACCUMULATED OTHER COMPREHENSIVE INCOME

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

The change in the components of AOCI for the nine month period ended June 29, 2025, was as follows:

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

17 unchanged sentences

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

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

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

Other comprehensive income (loss) before reclassification 60.4 ( 15.4 ) ( 1.8 ) 43.2

Net reclassification for loss to income from continuing operations — 2.9 0.5 3.4

Other comprehensive income (loss) before tax 60.4 ( 12.5 ) ( 1.3 ) 46.6

Deferred tax effect 1.3 3.4 0.3 5.0

Other comprehensive income (loss), net of tax 61.7 ( 9.1 ) ( 1.0 ) 51.6

other comprehensive income from continuing operations attributable to non-controlling interest 0.3 — — 0.3

Other comprehensive income (loss) attributable to controlling interest 61.4 ( 9.1 ) ( 1.0 ) 51.3

Balance at June 29, 2025 $ ( 134.7 ) $ ( 5.7 ) $ ( 37.3 ) $ ( 177.7 )

The following presents reclassifications of the gain (loss) on the Condensed Consolidated Statements of Income from AOCI for the three and nine month period ended June 29, 2025:

(in millions) Three Month Period Ended June 29, 2025 Nine Month Period Ended June 29, 2025

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

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

Cost of goods sold ( 3.0 ) — ( 3.0 ) ( 2.5 ) — ( 2.5 )

4 unchanged sentences

NOTE 12 - ACCUMULATED OTHER COMPREHENSIVE INCOME (continued)

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

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

Foreign Currency Translation Derivative Instruments Defined Benefit Pension Total

17 unchanged sentences

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

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

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

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

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

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

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

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

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

The following table presents reclassifications of the gain (loss) on the Condensed Consolidated Statements of Income from AOCI for the three and nine month period ended June 30, 2024:

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

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

2 unchanged sentences

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

SPECTRUM BRANDS HOLDINGS, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(in millions, unaudited)

NOTE 13 - INCOME TAXES

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

Three Month Periods Ended Six Month Periods Ended

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

The effective tax rate for the three and nine month periods ended June 29, 2025 and June 30, 2024, was as follows:

Three Month Periods Ended Nine Month Periods Ended

June 29, 2025 June 30, 2024 June 29, 2025 June 30, 2024

Effective tax rate 6.8 % 54.0 % 32.8 % 41.1 %

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

The estimated annual effective tax rate applied to the three and nine month periods ended June 29, 2025, differs from the US federal statutory rate of 21% principally due to income earned outside the U.S.

that is subject to U.S.

4 unchanged sentences

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

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

During the three month period ended June 29, 2025, the Company recorded $ 7.2 million in tax benefits related to state law changes.

During the three and nine month periods ended June 29, 2025, the Company recorded $ 2.2 million and $ 6.8 million, respectively, of interest related to its uncertain tax positions in income tax expense.

The Company’s mix of U.S.

4 unchanged sentences

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

On July 4, 2025, the One Big Beautiful Bill Act (“the Act”) was enacted into law in the U.S.

The Act includes numerous provisions related to corporate income taxes with various effective dates.

While the Company is still evaluating the changes contained in the Act, it does not expect them to have a material effect on its ongoing effective tax rate.

SPECTRUM BRANDS HOLDINGS, INC.

8 unchanged sentences

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

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

(in millions)

March 30, 2025 September 30, 2024

The following is a summary of the environment remediation liability as of June 29, 2025 and September 30, 2024:

(in millions) June 29, 2025 September 30, 2024

Environmental remediation liability $ 4.5 $ 4.5

3 unchanged sentences

The Company may be named as a defendant in lawsuits involving product liability claims and maintains an estimated liability in the amount of management’s estimate for aggregate exposure for such liabilities based upon probable loss from loss reports, individual cases, and losses incurred but not reported.

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

As of June 29, 2025 and September 30, 2024, the Company recognized $ 2.0 million and $ 2.2 million, respectively, in product liability, included in Other Current Liabilities on the Condensed Consolidated Statements of Financial Position.

Product Safety Recalls.

1 unchanged sentence

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

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

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

As of June 29, 2025 and September 30, 2024 , the Company recognized $ 5.5 million and $ 6.1 million , respectively, included in Other Current Liabilities on the Condensed Consolidated Statement of Financial Position associated with the estimated costs for the recalls, including the incremental product returns associated with the recall.

Additionally, for certain products affected by the recalls, the Company has indemnification provisions that are contractually provided by third parties for the affected products and recognized $ 7.9 million and $ 8.1 million as of June 29, 2025 and September 30, 2024, respectively, in Other Receivables on the Condensed Consolidated Statement of Financial Position related to recovery from such indemnification provisions.

Tristar Business Acquisition Litigation .

5 unchanged sentences

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

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

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

The Company has been actively engaged in various litigation matters associated with the Tristar Business acquisition and continues to incur costs to facilitate such litigation matters.

1 unchanged sentence

While the Company continues to pursue such actions, there can be no guarantees and assurances that recoveries associated with the litigation matters can be realized and recovered.

As of March 30, 2025, the Company believes it has assessed appropriate risks and recognized applicable losses and reserves reflecting the net assets of the Company and its HPC segment.

As of June 29, 2025, the Company believes it has assessed appropriate risks and recognized applicable losses and reserves reflecting the net assets of the Company and its HPC segment.

SPECTRUM BRANDS HOLDINGS, INC.

8 unchanged sentences

Each segment is responsible for implementing defined strategic initiatives and achieving certain financial objectives and has a president responsible for the sales and marketing initiatives and financial results for product lines within the segment.

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

Three Month Periods Ended Six Month Periods Ended

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

Net sales relating to the segments for the three and nine month periods ended June 29, 2025 and June 30, 2024, are as follows:

Three Month Periods Ended Nine Month Periods Ended

(in millions) June 29, 2025 June 30, 2024 June 29, 2025 June 30, 2024

GPC $ 255.2 $ 282.2 $ 784.4 $ 849.0

152.3 160.7 244.4 232.7

H&G 189.2 211.0 433.6 443.7

HPC 255.2 286.2 857.5 897.5

16 unchanged sentences

NOTE 15 - SEGMENT INFORMATION (continued)

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

Three Month Periods Ended Six month periods ended

(in millions)

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

Segment Adjusted EBITDA for the reportable segments for the three and nine month periods ended June 29, 2025 and June 30, 2024, are as follows:

Three Month Periods Ended Nine month periods ended

(in millions) June 29, 2025 June 30, 2024 June 29, 2025 June 30, 2024

GPC $ 44.0 $ 56.7 $ 145.5 $ 171.8

10 unchanged sentences

Non-cash purchase accounting adjustments — 0.2 — 1.1

Gain from early extinguishment of debt — — — ( 4.7 )

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

Exit and disposal costs 4.2 0.1 8.2 1.0

29 unchanged sentences

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

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

Three Month Periods Ended Six Month Periods Ended

(in millions, except per share amounts)

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

The reconciliation of the numerator and denominator of the basic and diluted earnings per share calculation and the anti-dilutive shares for the three and nine month periods ended June 29, 2025 and June 30, 2024, are as follows:

Three Month Periods Ended Nine Month Periods Ended

(in millions, except per share amounts) June 29, 2025 June 30, 2024 June 29, 2025 June 30, 2024

Net income from continuing operations attributable to controlling interest $ 20.7 $ 19.2 $ 46.5 $ 86.6

12 unchanged sentences

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

What changed 10-Q

Item 1. Financial Statements