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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended July 2, 2023March 31, 2024
OR
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ______ to______
SPB_Logo_NO_Tag.jpg
Commission File No.
Name of Registrant, State of Incorporation,
Address of Principal Offices, and Telephone No.
IRS Employer Identification No.
1-4219Spectrum Brands Holdings, Inc.74-1339132
(a Delaware corporation)
3001 Deming Way
Middleton, WI 53562
(608) 275-3340
www.spectrumbrands.com
333-192634-03SB/RH Holdings, LLC27-2812840
(a Delaware limited liability company)
3001 Deming Way
Middleton, WI 53562
(608) 275-3340
Securities registered pursuant to Section 12(b) of the Exchange Act:
RegistrantTitle of Each ClassTrading SymbolName of Exchange On Which Registered
Spectrum Brands Holdings, Inc.Common Stock, $0.01 par valueSPBNew York Stock Exchange
Indicate by check mark whether the registrants (1) have filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Spectrum Brands Holdings, Inc.Yes☒No☐
SB/RH Holdings, LLCYes☒No☐
Indicate by check mark whether the registrants have submitted electronically every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). 
Spectrum Brands Holdings, Inc.Yes☒No☐
SB/RH Holdings, LLCYes☒No☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):
RegistrantLarge Accelerated FilerAccelerated FilerNon-accelerated Filer
Smaller Reporting Company
Spectrum Brands Holdings, Inc.X
SB/RH Holdings, LLCX
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Spectrum Brands Holdings, Inc.Yes☐No☒
SB/RH Holdings, LLCYes☐No☒
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§232.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter
Spectrum Brands Holdings, Inc.Yes☐No☒
SB/RH Holdings, LLCYes☐No☒
If an emerging growth company, indicateIndicate by checkmark ifcheck mark whether the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a)is a shell company (as defined in Rule 12b-2 of the Exchange Act.Act).
Spectrum Brands Holdings, Inc.Yes☐No☒
SB/RH Holdings, LLCYes☐No
Securities registered pursuant to Section 12(b) of the Exchange Act:
RegistrantTitle of Each ClassTrading SymbolName of Exchange On Which Registered
Spectrum Brands Holdings, Inc.Common Stock, $0.01 par valueSPBNew York Stock Exchange☒
As of August 8, 2023,May 6, 2024, there were 35,673,75629,150,694 shares outstanding of Spectrum Brands Holdings, Inc.’s common stock, par value $0.01 per share.
SB/RH Holdings, LLC meets the conditions set forth in General Instruction H(1)(a) and (b) of Form 10-Q and is therefore filing this report with a reduced disclosure format as permitted by general instruction H(2).

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Forward-Looking Statements
We have made or implied certain forward-looking statements in this document.document and may make additional oral forward-looking statements from time to time. All statements, other than statements of historical facts included or incorporated by reference in this document, including the statements under Management’s Discussion and Analysis of Financial Condition and Results of Operations, without limitation, statements or expectations regarding our business strategy, future operations, financial condition, estimated revenues, projected costs, inventory management, earnings power, projected synergies, prospects, plans and objectives of management, outcome of any litigation and information concerning expected actions of third parties are forward-looking statements. When used in this report, the words future, anticipate, pro forma, seek, intend, plan, envision, estimate, believe, belief, expect, project, forecast, outlook, earnings framework, goal, target, could, would, will, can, should, may and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words.
Since these forward-looking statements are based upon our current expectations of future events and projections and are subject to a number of risks and uncertainties, many of which are beyond our control and some of which may change rapidly, actual results or outcomes may differ materially from those expressed or implied herein, and you should not place undue reliance on these statements. Important factors that could cause our actual results to differ materially from those expressed or implied herein include, without limitation: 
•the COVID-19 pandemic, economic, social and political conditions or civil unrest, terrorist attacks, acts of war, natural disasters, other public health concerns or unrest in the United States ("U.S.") or the international markets impacting our business, customers, employees (including our ability to retain and attract key personnel), manufacturing facilities, suppliers, capital markets, financial condition and results of operations, all of which tend to aggravate the other risks and uncertainties we face;
•the impact of a number of local, regional and global uncertainties could negatively impact our business;
•the negative effect of the armed conflict between RussiaRussia-Ukraine war and Ukrainethe Israel-Hamas war and itstheir impact on those regions and surrounding regions, including the Middle East, and on our operations and on those operations of our customers, suppliers and other stakeholders;
•our increased reliance on third-party partners, suppliers and distributors to achieve our business objectives;
•the impact of expenses resulting from the implementation of new business strategies, divestitures or current and proposed restructuring and optimization activities, including changes in inventory and distribution center changes which are complicated and involve coordination among a number of stakeholders, including our suppliers and transportation and logistics handlers;
•the impact of our indebtedness and financial leverage position on our business, financial condition and results of operations;
•the impact of restrictions in our debt instruments on our ability to operate our business, finance our capital needs or pursue or expand business strategies;
•any failure to comply with financial covenants and other provisions and restrictions of our debt instruments;
��•the effects of general economic conditions, including the impact of, and changes to tariffs and trade policies, inflation, recession or fears of a recession, depression or fears of a depression, labor costs and stock market volatility or monetary or fiscal policies in the countries where we do business;
•the impact of fluctuations in transportation and shipment costs, fuel costs, commodity prices, costs or availability of raw materials or terms and conditions available from suppliers, including suppliers’ willingness to advance credit;
•interest rate fluctuations;
•changes in foreign currency exchange rates that may impact our purchasing power, pricing and margin realization within international jurisdictions;
•the loss of, significant reduction in or dependence upon, sales to any significant retail customer(s), including their changes in retail inventory levels and management thereof;
•competitive promotional activity or spending by competitors, or price reductions by competitors;
•the introduction of new product features or technological developments by competitors and/or the development of new competitors or competitive brands;
•changes in consumer spending preferences and demand for our products, particularly in light of economic stress and the COVID-19 pandemic;stress;
•our ability to develop and successfully introduce new products, protect intellectual property and avoid infringing the intellectual property of third parties;
•our ability to successfully identify, implement, achieve and sustain productivity improvements, cost efficiencies (including at our manufacturing and distribution operations) and cost savings;
•the seasonal nature of sales of certain of our products;
•the impact weather conditions may have on the sales of certain of our products;
•the effects of climate change and unusual weather activity as well as our ability to respond to future natural disasters and pandemics and to meet our environmental, social and governance goals;
•the cost and effect of unanticipated legal, tax or regulatory proceedings or new laws or regulations (including environmental, public health and consumer protection regulations);
•public perception regarding the safety of products that we manufacture and sell, including the potential for environmental liabilities, product liability claims, litigation and other claims related to products manufactured by us and third parties;
•the impact of existing, pending or threatened litigation, government regulation or other requirements or operating standards applicable to our business;
•the impact of cybersecurity breaches or our actual or perceived failure to protect company and personal data, including our failure to comply with new and increasingly complex global data privacy regulations;
•changes in accounting policies applicable to our business;
•our discretion to adopt, conduct, suspend or discontinue any share repurchase program or conduct any debt repayments, redemptions, repurchases or refinancing transactions (including our discretion to conduct purchases or repurchases, if any, in a variety of manners including open-market purchases, privately negotiated transactions, tender offers, redemptions, or otherwise);
•our ability to utilize net operating loss carry-forwards to offset tax liabilities;
•our ability to successfully integrate the February 18, 2022, acquisition of the home appliances and cookware products business from Tristar Products, Inc. (the "Tristar Business") intoseparate the Company's Home and Personal Care ("HPC") business and realize the benefits of this acquisition;
•our ability to successfully integrate the May 28, 2021 acquisition of the Rejuvenate business and tradename from For Life Products, LLC into the Company's Home & Garden ("H&G") business and realize the benefits of this acquisition;
•our ability to separate the Company's HPC business and create an independent Global Appliances business on expected terms, and within the anticipated time period, or at all, and to realize the potential benefits of such business;
•our ability to create a pure play consumer products company composed of our Global Pet Care ("GPC") and Home & Garden ("H&G&G") business and to realize the expected benefits of such creation, and within the anticipated time period, or at all;
•our ability to successfully implement, furtherand realize the benefits of, acquisitions or dispositions and the impact of any such transactions on our financial performance;
•the impact of actions taken by significant shareholders; and
•the unanticipated loss of key members of senior management and the transition of new members of our management teams to their new roles.

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Some of the above-mentioned factors are described in further detail in the sections entitled Risk Factors in our annual and quarterly reports (including this report), as applicable. You should assume the information appearing in this report is accurate only as of the end of the period covered by this report, or as otherwise specified, as our business, financial condition, results of operations and prospects may have changed since that date. Except as required by applicable law, including the securities laws of the U.S. and the rules and regulations of the United States Securities and Exchange Commission (“SEC”), we undertake no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise, to reflect actual results or changes in factors or assumptions affecting such forward-looking statements.

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SPECTRUM BRANDS HOLDINGS, INC.
SB/RH HOLDINGS, LLC
TABLE OF CONTENTS
This report is a combined report of Spectrum Brands Holdings, Inc. and SB/RH Holdings, LLC. The combined notes to the condensed consolidated financial statements include notes representing Spectrum Brands Holdings, Inc. and SB/RH Holdings, LLC.
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PART I. FINANCIAL INFORMATION
Item 1.     Financial Statements

SPECTRUM BRANDS HOLDINGS, INC.
Condensed Consolidated Statements of Financial Position
As of July 2, 2023March 31, 2024 and September 30, 20222023
(unaudited)
(in millions)(in millions)July 2, 2023September 30, 2022(in millions)March 31, 2024September 30, 2023
AssetsAssets
Cash and cash equivalentsCash and cash equivalents$2,930.2 $243.7 
Cash and cash equivalents
Cash and cash equivalents
Short term investments
Trade receivables, netTrade receivables, net371.0 247.4 
Other receivablesOther receivables100.1 95.7 
InventoriesInventories527.9 780.6 
Prepaid expenses and other current assetsPrepaid expenses and other current assets51.2 51.2 
Current assets of business held for sale— 1,816.7 
Total current assets
Total current assets
Total current assetsTotal current assets3,980.4 3,235.3 
Property, plant and equipment, netProperty, plant and equipment, net274.7 263.8 
Operating lease assetsOperating lease assets116.7 82.5 
Deferred charges and otherDeferred charges and other45.1 38.7 
GoodwillGoodwill858.6 953.1 
Intangible assets, netIntangible assets, net1,078.9 1,202.2 
Total assetsTotal assets$6,354.4 $5,775.6 
Total assets
Total assets
Liabilities and Shareholders' EquityLiabilities and Shareholders' Equity
Current portion of long-term debt
Current portion of long-term debt
Current portion of long-term debtCurrent portion of long-term debt$459.2 $12.3 
Accounts payableAccounts payable460.6 453.1 
Accrued wages and salariesAccrued wages and salaries36.3 28.4 
Accrued interestAccrued interest34.3 27.6 
Income tax payableIncome tax payable606.5 15.5 
Other current liabilitiesOther current liabilities186.1 187.5 
Current liabilities of business held for sale— 463.7 
Total current liabilities
Total current liabilities
Total current liabilitiesTotal current liabilities1,783.0 1,188.1 
Long-term debt, net of current portionLong-term debt, net of current portion1,619.2 3,144.5 
Long-term operating lease liabilitiesLong-term operating lease liabilities98.7 56.0 
Deferred income taxesDeferred income taxes139.6 60.1 
Other long-term liabilitiesOther long-term liabilities154.0 57.8 
Total liabilitiesTotal liabilities3,794.5 4,506.5 
Commitments and contingencies (Note 16)


Total liabilities
Total liabilities
Commitments and contingencies (Note 15)Commitments and contingencies (Note 15)

Shareholders' equityShareholders' equity
Common stock
Common stock
Common stockCommon stock0.5 0.5 
Additional paid-in capitalAdditional paid-in capital1,919.7 2,032.5 
Accumulated earningsAccumulated earnings2,094.3 362.1 
Accumulated other comprehensive loss, net of taxAccumulated other comprehensive loss, net of tax(238.6)(303.1)
Treasury stockTreasury stock(1,217.2)(828.8)
Total shareholders' equityTotal shareholders' equity2,558.7 1,263.2 
Non-controlling interestNon-controlling interest1.2 5.9 
Total equityTotal equity2,559.9 1,269.1 
Total liabilities and equityTotal liabilities and equity$6,354.4 $5,775.6 
See accompanying notes to the condensed consolidated financial statements
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SPECTRUM BRANDS HOLDINGS, INC.
Condensed Consolidated Statements of Income
For the three and ninesix month periods ended JulyMarch 31, 2024 and April 2, 2023 and July 3, 2022
(unaudited)
Three Month Periods EndedNine Month Periods Ended
Three Month Periods EndedThree Month Periods EndedSix Month Periods Ended
(in millions, except per share)(in millions, except per share)July 2, 2023July 3, 2022July 2, 2023July 3, 2022(in millions, except per share)March 31, 2024April 2, 2023March 31, 2024April 2, 2023
Net salesNet sales$735.5 $818.0 $2,178.1 $2,383.0 
Cost of goods soldCost of goods sold472.0 542.0 1,498.2 1,632.1 
Gross profitGross profit263.5 276.0 679.9 750.9 
Selling137.0 161.9 401.4 457.9 
General and administrative81.1 94.3 253.4 289.3 
Research and development5.3 6.1 16.6 22.0 
Impairment of goodwill111.1 — 111.1 — 
Selling, general & administrative
Impairment of intangible assetsImpairment of intangible assets53.7 — 120.7 — 
Impairment of intangible assets
Impairment of intangible assets
Representation and warranty insurance proceeds
Gain from remeasurement of contingent consideration liabilityGain from remeasurement of contingent consideration liability— (25.0)(1.5)(25.0)
Total operating expensesTotal operating expenses388.2 237.3 901.7 744.2 
Operating (loss) income(124.7)38.7 (221.8)6.7 
Operating income (loss)
Interest expenseInterest expense38.9 26.0 103.9 72.4 
Interest incomeInterest income(5.4)(0.1)(5.6)(0.5)
Gain from debt repurchase
Other non-operating expense, netOther non-operating expense, net0.1 7.8 0.1 7.9 
(Loss) income from continuing operations before income taxes(158.3)5.0 (320.2)(73.1)
Income (loss) from continuing operations before income taxes
Income tax expense (benefit)Income tax expense (benefit)13.9 2.0 (33.0)(20.8)
Net (loss) income from continuing operations(172.2)3.0 (287.2)(52.3)
Net income (loss) from continuing operations
Income from discontinued operations, net of taxIncome from discontinued operations, net of tax2,031.8 29.9 2,072.7 109.8 
Net income1,859.6 32.9 1,785.5 57.5 
Net income from continuing operations attributable to non-controlling interest0.2 — 0.5 — 
Net income from discontinued operations attributable to non-controlling interest0.2 0.2 0.3 0.7 
Net income attributable to controlling interest$1,859.2 $32.7 $1,784.7 $56.8 
Net income (loss)
Net (loss) income from continuing operations attributable to non-controlling interest
Income from discontinued operations attributable to non-controlling interest, net of tax
Net income (loss) attributable to controlling interest
Amounts attributable to controlling interestAmounts attributable to controlling interest
Net (loss) income from continuing operations attributable to controlling interest$(172.4)$3.0 $(287.7)$(52.3)
Net income from discontinued operations attributable to controlling interest2,031.6 29.7 2,072.4 109.1 
Net income attributable to controlling interest$1,859.2 $32.7 $1,784.7 $56.8 
Net income (loss) from continuing operations attributable to controlling interest
Net income (loss) from continuing operations attributable to controlling interest
Net income (loss) from continuing operations attributable to controlling interest
Income from discontinued operations attributable to controlling interest, net of tax
Net income (loss) attributable to controlling interest
Earnings Per ShareEarnings Per Share
Basic earnings per share from continuing operations
Basic earnings per share from continuing operations
Basic earnings per share from continuing operationsBasic earnings per share from continuing operations$(4.27)$0.07 $(7.06)$(1.28)
Basic earnings per share from discontinued operationsBasic earnings per share from discontinued operations50.34 0.73 50.87 2.67 
Basic earnings per shareBasic earnings per share$46.07 $0.80 $43.81 $1.39 
Diluted earnings per share from continuing operationsDiluted earnings per share from continuing operations$(4.27)$0.07 $(7.06)$(1.28)
Diluted earnings per share from discontinued operationsDiluted earnings per share from discontinued operations50.34 0.73 50.87 2.67 
Diluted earnings per shareDiluted earnings per share$46.07 $0.80 $43.81 $1.39 
Dividend per shareDividend per share$0.42 $0.42 $1.26 $1.26 
Weighted Average Shares OutstandingWeighted Average Shares Outstanding
BasicBasic40.4 40.8 40.7 41.0 
Basic
Basic
DilutedDiluted40.4 41.0 40.7 41.0 
See accompanying notes to the condensed consolidated financial statements
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SPECTRUM BRANDS HOLDINGS, INC
Condensed Consolidated Statements of Comprehensive Income
For the three and ninesix month periods ended JulyMarch 31, 2024 and April 2, 2023 and July 3, 2022
(unaudited)
Three Month Periods EndedNine Month Periods Ended
July 2, 2023July 3, 2022July 2, 2023July 3, 2022
Net income$1,859.6 $32.9 $1,785.5 $57.5 
Other comprehensive income
Foreign currency translation adjustment
Foreign currency translation gain (loss)9.8 (51.5)97.4 (68.8)
Unrealized gain (loss) from net investment hedge1.8 24.8 (44.6)47.3 
Foreign currency translation adjustment before tax11.6 (26.7)52.8 (21.5)
Deferred tax effect(0.4)(6.6)12.1 (14.2)
Foreign currency translation adjustment, net11.2 (33.3)64.9 (35.7)
Unrealized (loss) gain on derivative instruments
Unrealized (loss) gain on hedging activity before reclassification(9.0)4.3 (41.4)11.8 
Net reclassification for loss (gain) to income from continuing operations3.6 (4.9)6.0 (8.5)
Net reclassification for loss (gain) to income from discontinued operations2.4 (0.9)2.3 (2.1)
Unrealized (loss) gain on hedging instruments after reclassification(3.0)(1.5)(33.1)1.2 
Deferred tax effect0.8 0.9 8.6 4.3 
Net unrealized (loss) gain on hedging derivative instruments(2.2)(0.6)(24.5)5.5 
Defined benefit pension (loss) gain
Defined benefit pension (loss) gain before reclassification(1.2)2.3 (3.3)4.1 
Net reclassification for loss to income from continuing operations1.0 1.1 1.2 3.1 
Net reclassification for gain to income from discontinued operations(0.1)(0.1)(0.1)(0.1)
Defined benefit pension (loss) gain after reclassification(0.3)3.3 (2.2)7.1 
Deferred tax effect— (0.9)1.3 (4.4)
Net defined benefit pension (loss) gain(0.3)2.4 (0.9)2.7 
Deconsolidation of discontinued operations26.1 — 26.1 — 
Net change to derive comprehensive income for the period34.8 (31.5)65.6 (27.5)
Comprehensive income1,894.4 1.4 1,851.1 30.0 
Comprehensive (loss) income from continuing operations attributable to non-controlling interest— (0.1)0.2 (0.2)
Comprehensive loss from discontinued operations attributable to non-controlling interest(0.2)(0.3)— (0.2)
Deconsolidation of discontinued operations attributable to non-controlling interest0.7 — 0.7 — 
Comprehensive income attributable to controlling interest$1,893.9 $1.8 $1,850.2 $30.4 
Three Month Periods EndedSix Month Periods Ended
(in millions)March 31, 2024April 2, 2023March 31, 2024April 2, 2023
Net income (loss)$60.9 $(53.6)$90.1 $(74.1)
Other comprehensive income
Foreign currency translation adjustment
Foreign currency translation (loss) gain(12.0)27.1 24.8 87.6 
Unrealized income (loss) from net investment hedge11.6 (12.5)(9.7)(46.4)
Foreign currency translation adjustment before tax(0.4)14.6 15.1 41.2 
Deferred tax effect(2.9)3.7 2.7 12.5 
Foreign currency translation adjustment, net(3.3)18.3 17.8 53.7 
Unrealized gain (loss) on derivative instruments
Unrealized gain (loss) on derivative instruments before reclassification1.4 (7.1)(9.2)(32.5)
Net reclassification for loss to income from continuing operations4.8 4.9 9.9 2.4 
Net reclassification for gain to income from discontinued operations— (0.1)— (0.1)
Unrealized gain (loss) on derivative instruments after reclassification6.2 (2.3)0.7 (30.2)
Deferred tax effect(1.6)0.7 (0.1)7.8 
Net unrealized gain (loss) on derivative instruments4.6 (1.6)0.6 (22.4)
Defined benefit pension gain (loss)
Defined benefit pension gain (loss) before reclassification0.3 0.1 (0.9)(2.1)
Net reclassification for loss (gain) to income from continuing operations0.2 (0.7)0.4 0.2 
Defined benefit pension gain (loss) after reclassification0.5 (0.6)(0.5)(1.9)
Deferred tax effect0.1 0.1 0.3 1.3 
Net defined benefit pension gain (loss)0.6 (0.5)(0.2)(0.6)
Net change to derive comprehensive income for the period1.9 16.2 18.2 30.7 
Comprehensive income (loss)62.8 (37.4)108.3 (43.4)
Comprehensive (loss) income from continuing operations attributable to non-controlling interest(0.1)0.1 — 0.3 
Comprehensive income from discontinued operations attributable to non-controlling interest— 0.1 — 0.2 
Comprehensive income (loss) attributable to controlling interest$62.9 $(37.6)$108.3 $(43.9)
See accompanying notes to the condensed consolidated financial statements
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SPECTRUM BRANDS HOLDINGS, INC
Condensed Consolidated Statements of Shareholders' Equity
For the ninesix month period ended July 2, 2023March 31, 2024
(unaudited)
Common StockAdditional
Paid-in
Capital		Accumulated
Earnings		Accumulated
Other
Comprehensive
Loss		Treasury
Stock		Total
Shareholders'
Equity		Non-
controlling
Interest		Total
Equity
Common StockCommon StockAdditional
Paid-in
Capital		Accumulated
Earnings		Accumulated
Other
Comprehensive
Loss		Treasury
Stock		Total
Shareholders'
Equity		Non-
controlling
Interest		Total
Equity
(in millions)(in millions)SharesAmountAdditional
Paid-in
Capital		Accumulated
Earnings		Accumulated
Other
Comprehensive
Loss		Treasury
Stock		Total
Shareholders'
Equity		Non-
controlling
Interest		Total
Equity
Balances at September 30, 202240.8 $0.5 
Net (loss) income from continuing operations— — — (40.3)— — (40.3)0.3 (40.0)
Balances at September 30, 2023
Balances at September 30, 2023
Balances at September 30, 2023
Net income from continuing operations
Income from discontinued operations, net of taxIncome from discontinued operations, net of tax— — — 19.4 — — 19.4 0.1 19.5 
Other comprehensive income, net of taxOther comprehensive income, net of tax— — — — 14.2 — 14.2 0.3 14.5 
Accelerated share repurchase
Treasury stock repurchases
Excise tax on net share repurchases
Restricted stock issued and related tax withholdingsRestricted stock issued and related tax withholdings0.2 — (25.1)— — 14.6 (10.5)— (10.5)
Share based compensationShare based compensation— — 4.1 — — — 4.1 — 4.1 
Dividends declaredDividends declared— — — (17.3)— — (17.3)— (17.3)
Balances as of January 1, 202341.0 0.5 2,011.5 323.9 (288.9)(814.2)1,232.8 6.6 1,239.4 
Net (loss) income from continuing operations— — — (75.1)— — (75.1)0.1 (75.0)
Balances as of December 31, 2023
Balances as of December 31, 2023
Balances as of December 31, 2023
Net income (loss) from continuing operations
Income from discontinued operations, net of taxIncome from discontinued operations, net of tax— — — 21.4 — — 21.4 — 21.4 
Other comprehensive income, net of tax— — — — 16.0 — 16.0 0.2 16.2 
Other comprehensive income (loss), net of tax
Other comprehensive income (loss), net of tax
Other comprehensive income (loss), net of tax
Treasury stock repurchases
Excise tax on net share repurchases
Share based compensation
Share based compensation
Share based compensationShare based compensation— — 4.7 — — — 4.7 — 4.7 
Dividends declaredDividends declared— — — (17.6)— — (17.6)— (17.6)
Balances as of April 2, 202341.0 0.5 2,016.2 252.6 (272.9)(814.2)1,182.2 6.9 1,189.1 
Net (loss) income from continuing operations— — — (172.4)— — (172.4)0.2 (172.2)
Income from discontinued operations, net of tax— — — 2,031.6 — — 2,031.6 0.2 2,031.8 
Deconsolidation of discontinued operations— — — — 25.4 — 25.4 (5.9)19.5 
Other comprehensive income, net of tax— — — — 8.9 — 8.9 (0.2)8.7 
Accelerated share repurchase(5.3)— (100.0)— — (403.8)(503.8)— (503.8)
Balances as of March 31, 2024
Balances as of March 31, 2024
Balances as of March 31, 2024
Restricted stock issued and related tax withholdings— — (1.6)— — 0.8 (0.8)— (0.8)
Share based compensation— — 5.1 — — — 5.1 — 5.1 
Dividends declared— — — (17.5)— — (17.5)— (17.5)
Balances at July 2, 202335.7 $0.5 $1,919.7 $2,094.3 $(238.6)$(1,217.2)$2,558.7 $1.2 $2,559.9 
See accompanying notes to the condensed consolidated financial statements



5
Table of Contents
SPECTRUM BRANDS HOLDINGS, INC
Condensed Consolidated Statements of Shareholders' Equity
For the ninesix month period ended July 3, 2022April 2, 2023
(unaudited)
Common StockCommon StockAdditional
Paid-in
Capital		Accumulated
Earnings		Accumulated
Other
Comprehensive
Loss		Treasury
Stock		Total
Shareholders'
Equity		Non-
controlling
Interest		Total
Equity
(in millions)
Balances at September 30, 2022
Balances at September 30, 2022
Balances at September 30, 2022
Net (loss) income from continuing operations
Income from discontinued operations, net of tax
Other comprehensive income, net of tax
Common StockAdditional
Paid-in
Capital		Accumulated
Earnings		Accumulated
Other
Comprehensive
Loss		Treasury
Stock		Total
Shareholders'
Equity		Non-
controlling
Interest		Total
Equity
(in millions)SharesAmount
Balances at September 30, 202141.8 $0.5 $2,063.8 $359.9 $(235.3)$(717.0)$1,471.9 $7.1 $1,479.0 
Net loss from continuing operations— — — (30.2)— — (30.2)— (30.2)
Income from discontinued operations, net of tax— — — 38.4 — — 38.4 0.4 38.8 
Other comprehensive income, net of tax— — — — 4.0 — 4.0 0.1 4.1 
Treasury stock repurchases(1.1)— — — — (110.0)(110.0)— (110.0)
Restricted stock issued and related tax withholdings
Restricted stock issued and related tax withholdings
Restricted stock issued and related tax withholdingsRestricted stock issued and related tax withholdings0.3 — (46.6)— — 22.2 (24.4)— (24.4)
Share based compensationShare based compensation— — 8.3 — — — 8.3 — 8.3 
Dividends declaredDividends declared— — — (17.7)— — (17.7)— (17.7)
Balances as of January 2, 202241.0 0.5 2,025.5 350.4 (231.3)(804.8)1,340.3 7.6 1,347.9 
Net loss from continuing operations— — — (25.1)— — (25.1)— (25.1)
Balances as of January 1, 2023
Balances as of January 1, 2023
Balances as of January 1, 2023
Net (loss) income from continuing operations
Income from discontinued operations, net of taxIncome from discontinued operations, net of tax— — — 41.0 — — 41.0 0.1 41.1 
Other comprehensive loss, net of tax— — — — — — — (0.1)(0.1)
Treasury stock repurchases(0.2)— — — — (24.0)(24.0)— (24.0)
Other comprehensive income, net of tax
Other comprehensive income, net of tax
Other comprehensive income, net of tax
Restricted stock issued and related tax withholdings— — (0.1)— — — (0.1)— (0.1)
Share based compensationShare based compensation— — 7.8 — — — 7.8 — 7.8 
Dividends declared— — — (17.6)— — (17.6)— (17.6)
Dividends paid by subsidiary to non-controlling interest— — — — — — — (1.3)(1.3)
Balances as of April 3, 202240.8 0.5 2,033.2 348.7 (231.3)(828.8)1,322.3 6.3 1,328.6 
Net income from continuing operations— — — 3.0 — — 3.0 — 3.0 
Income from discontinued operations, net of tax— — — 29.7 — — 29.7 0.2 29.9 
Other comprehensive loss, net of tax— — — — (31.1)— (31.1)(0.4)(31.5)
Share based compensation
Share based compensationShare based compensation— — (0.8)— — — (0.8)— (0.8)
Dividends declaredDividends declared— — — (17.0)— — (17.0)— (17.0)
Balances at July 3, 202240.8 $0.5 $2,032.4 $364.4 $(262.4)$(828.8)$1,306.1 $6.1 $1,312.2 
Balances as of April 2, 2023
Balances as of April 2, 2023
Balances as of April 2, 2023
See accompanying notes to the condensed consolidated financial statements
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SPECTRUM BRANDS HOLDINGS, INC.
Condensed Consolidated Statements of Cash Flows
For the ninesix month periods ended JulyMarch 31, 2024 and April 2, 2023 and July 3, 2022
(unaudited)
Nine Month Periods Ended
Six Month Periods EndedSix Month Periods Ended
(in millions)(in millions)July 2, 2023July 3, 2022(in millions)March 31, 2024April 2, 2023
Cash flows from operating activitiesCash flows from operating activities
Net income$1,785.5 $57.5 
Net income (loss)
Net income (loss)
Net income (loss)
Income from discontinued operations, net of taxIncome from discontinued operations, net of tax2,072.7 109.8 
Net loss from continuing operations(287.2)(52.3)
Adjustments to reconcile net loss to net cash from operating activities:
Net income (loss) from continuing operations
Adjustments to reconcile net income (loss) from continuing operations to net cash provided by operating activities from continuing operations:
Depreciation
Depreciation
DepreciationDepreciation36.2 36.6 
AmortizationAmortization31.4 39.9 
Share based compensationShare based compensation12.5 11.4 
Impairment of goodwill111.1 — 
Impairment of intangible assets
Impairment of intangible assets
Impairment of intangible assetsImpairment of intangible assets120.7 — 
Impairment of property, plant and equipment and operating lease assetsImpairment of property, plant and equipment and operating lease assets8.1 — 
Gain on sale of property, plant and equipment(2.7)— 
Gain from debt repurchase
Gain from debt repurchase
Gain from debt repurchase
Non-cash purchase accounting adjustmentsNon-cash purchase accounting adjustments1.4 7.8 
Non-cash accrual for representation and warranty proceeds
Amortization of debt issuance costs and debt discountAmortization of debt issuance costs and debt discount5.9 5.1 
Write-off of unamortized discount and debt issuance costsWrite-off of unamortized discount and debt issuance costs8.6 — 
Gain from remeasurement of contingent consideration liabilityGain from remeasurement of contingent consideration liability(1.5)(25.0)
Deferred tax benefitDeferred tax benefit(120.7)(50.4)
Net changes in operating assets and liabilitiesNet changes in operating assets and liabilities148.7 (153.9)
Net cash provided (used) by operating activities from continuing operations72.5 (180.8)
Net cash provided by operating activities from discontinued operations31.8 42.4 
Net cash provided (used) by operating activities104.3 (138.4)
Net cash provided by operating activities from continuing operations
Net cash (used) provided by operating activities from discontinued operations
Net cash (used) provided by operating activities
Cash flows from investing activitiesCash flows from investing activities
Purchases of property, plant and equipmentPurchases of property, plant and equipment(44.3)(45.3)
Proceeds from disposal of property, plant and equipment3.0 0.1 
Proceeds from sale of discontinued operations, net of cash4,334.7 — 
Business acquisitions, net of cash acquired— (272.1)
Purchases of property, plant and equipment
Purchases of property, plant and equipment
Purchases of short term investments
Purchases of short term investments
Purchases of short term investments
Proceeds from sale of short term investments
Purchase price settlement from sale of HHI
Other investing activity
Other investing activity
Other investing activityOther investing activity(0.1)(0.1)
Net cash provided (used) by investing activities from continuing operationsNet cash provided (used) by investing activities from continuing operations4,293.3 (317.4)
Net cash used by investing activities from discontinued operationsNet cash used by investing activities from discontinued operations(11.8)(18.0)
Net cash provided (used) by investing activitiesNet cash provided (used) by investing activities4,281.5 (335.4)
Cash flows from financing activitiesCash flows from financing activities
Payment of debtPayment of debt(1,141.1)(9.8)
Proceeds from issuance of debt— 775.0 
Payment of debt
Payment of debt
Payment of debt issuance costsPayment of debt issuance costs(2.3)(7.6)
Payment of contingent consideration— (1.9)
Payment of debt issuance costs
Payment of debt issuance costs
Treasury stock purchasesTreasury stock purchases— (134.0)
Accelerated share repurchase(500.0)— 
Treasury stock purchases
Treasury stock purchases
Dividends paid to shareholders
Dividends paid to shareholders
Dividends paid to shareholdersDividends paid to shareholders(51.6)(51.5)
Share based award tax withholding payments, net of proceeds upon vestingShare based award tax withholding payments, net of proceeds upon vesting(11.3)(24.5)
Share based award tax withholding payments, net of proceeds upon vesting
Share based award tax withholding payments, net of proceeds upon vesting
Net cash (used) provided by financing activities from continuing operations(1,706.3)545.7 
Net cash used by financing activities from continuing operations
Net cash used by financing activities from continuing operations
Net cash used by financing activities from continuing operations
Net cash used by financing activities from discontinued operationsNet cash used by financing activities from discontinued operations(0.8)(2.7)
Net cash (used) provided by financing activities(1,707.1)543.0 
Net cash used by financing activities
Effect of exchange rate changes on cash and cash equivalentsEffect of exchange rate changes on cash and cash equivalents7.8 (11.5)
Net change in cash, cash equivalents and restricted cash in continuing operationsNet change in cash, cash equivalents and restricted cash in continuing operations2,686.5 57.7 
Cash, cash equivalents, and restricted cash, beginning of periodCash, cash equivalents, and restricted cash, beginning of period243.7 190.0 
Cash, cash equivalents, and restricted cash, end of periodCash, cash equivalents, and restricted cash, end of period$2,930.2 $247.7 
Supplemental disclosure of cash flow informationSupplemental disclosure of cash flow information
Cash paid for interest associated with continued operationsCash paid for interest associated with continued operations$89.2 $60.7 
Cash paid for interest associated with continued operations
Cash paid for interest associated with continued operations
Cash paid for interest associated with discontinued operationsCash paid for interest associated with discontinued operations45.3 36.9 
Cash paid for taxes associated with continued operationsCash paid for taxes associated with continued operations21.6 25.3 
Cash paid for taxes associated with discontinued operationsCash paid for taxes associated with discontinued operations24.0 11.2 
Non cash investing activitiesNon cash investing activities
Acquisition of property, plant and equipment through finance leasesAcquisition of property, plant and equipment through finance leases$2.6 $1.0 
Acquisition of property, plant and equipment through finance leases
Acquisition of property, plant and equipment through finance leases
Non cash financing activitiesNon cash financing activities
Issuance of shares through stock compensation planIssuance of shares through stock compensation plan$13.9 $33.4 
Issuance of shares through stock compensation plan
Issuance of shares through stock compensation plan
See accompanying notes to the condensed consolidated financial statements
7
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SB/RH HOLDINGS, LLC
Condensed Consolidated Statements of Financial Position
As of July 2, 2023March 31, 2024 and September 30, 20222023
(unaudited)
(in millions)(in millions)July 2, 2023September 30, 2022(in millions)March 31, 2024September 30, 2023
AssetsAssets
Cash and cash equivalentsCash and cash equivalents$2,929.0 $242.4 
Cash and cash equivalents
Cash and cash equivalents
Short term investments
Trade receivables, netTrade receivables, net371.0 247.4 
Other receivablesOther receivables190.3 183.1 
Note receivable with parent500.8 — 
Receivable due from parent
InventoriesInventories527.9 780.6 
Prepaid expenses and other current assetsPrepaid expenses and other current assets51.2 51.2 
Current assets of business held for sale— 1,816.7 
Total current assets
Total current assets
Total current assetsTotal current assets4,570.2 3,321.4 
Property, plant and equipment, netProperty, plant and equipment, net274.7 263.8 
Operating lease assetsOperating lease assets116.7 82.5 
Deferred charges and otherDeferred charges and other45.1 38.1 
GoodwillGoodwill858.6 953.1 
Intangible assets, netIntangible assets, net1,078.9 1,202.2 
Total assetsTotal assets$6,944.2 $5,861.1 
Total assets
Total assets
Liabilities and Shareholder's EquityLiabilities and Shareholder's Equity
Current portion of long-term debt
Current portion of long-term debt
Current portion of long-term debtCurrent portion of long-term debt$459.2 $12.3 
Accounts payableAccounts payable461.1 453.3 
Accrued wages and salariesAccrued wages and salaries36.3 28.4 
Accrued interestAccrued interest34.3 27.6 
Income tax payableIncome tax payable604.1 12.8 
Other current liabilitiesOther current liabilities180.5 184.5 
Note payable to parent company8.1 — 
Current liabilities of business held for sale— 463.7 
Total current liabilities
Total current liabilities
Total current liabilitiesTotal current liabilities1,783.6 1,182.6 
Long-term debt, net of current portionLong-term debt, net of current portion1,619.2 3,144.5 
Long-term operating lease liabilitiesLong-term operating lease liabilities98.7 56.0 
Deferred income taxesDeferred income taxes359.4 279.3 
Other long-term liabilitiesOther long-term liabilities153.8 65.6 
Total liabilitiesTotal liabilities4,014.7 4,728.0 
Commitments and contingencies (Note 16)
Total liabilities
Total liabilities
Commitments and contingencies (Note 15)Commitments and contingencies (Note 15)
Shareholder's equityShareholder's equity
Other capitalOther capital2,166.3 2,164.6 
Accumulated earnings (deficit)998.9 (736.0)
Other capital
Other capital
Accumulated earnings
Accumulated other comprehensive loss, net of taxAccumulated other comprehensive loss, net of tax(238.5)(303.0)
Total shareholder's equityTotal shareholder's equity2,926.7 1,125.6 
Non-controlling interestNon-controlling interest2.8 7.5 
Total equityTotal equity2,929.5 1,133.1 
Total liabilities and equityTotal liabilities and equity$6,944.2 $5,861.1 
See accompanying notes to the condensed consolidated financial statements
8
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SB/RH HOLDINGS, LLC
Condensed Consolidated Statements of Income
For the three and ninesix month periods ended JulyMarch 31, 2024 and April 2, 2023 and July 3, 2022
(unaudited)
Three Month Periods EndedNine Month Periods Ended
(in millions)July 2, 2023July 3, 2022July 2, 2023July 3, 2022
Net sales$735.5 $818.0 $2,178.1 $2,383.0 
Cost of goods sold472.0 542.0 1,498.2 1,632.1 
Gross profit263.5 276.0 679.9 750.9 
Selling137.0 161.9 401.4 457.9 
General and administrative80.3 93.5 251.9 287.4 
Research and development5.3 6.1 16.6 22.0 
Impairment of goodwill111.1 — 111.1 — 
Impairment of intangible assets53.7 — 120.7 — 
Gain from remeasurement of contingent consideration liability— (25.0)(1.5)(25.0)
Total operating expenses387.4 236.5 900.2 742.3 
Operating (loss) income(123.9)39.5 (220.3)8.6 
Interest expense38.2 26.1 103.3 72.7 
Interest income(5.4)(0.1)(5.6)(0.5)
Other non-operating expense, net0.1 7.8 0.1 7.8 
(Loss) income from continuing operations before income taxes(156.8)5.7 (318.1)(71.4)
Income tax expense (benefit)17.0 2.0 (29.3)(20.4)
Net (loss) income from continuing operations(173.8)3.7 (288.8)(51.0)
Income from discontinued operations, net of tax2,034.7 29.8 2,076.1 109.7 
Net income1,860.9 33.5 1,787.3 58.7 
Net income from continuing operations attributable to non-controlling interest0.2 — 0.5 — 
Net income from discontinued operations attributable to non-controlling interest0.2 0.2 0.3 0.7 
Net income attributable to controlling interest$1,860.5 $33.3 $1,786.5 $58.0 
Amounts attributable to controlling interest
Net (loss) income from continuing operations attributable to controlling interest$(174.0)$3.7 $(289.3)$(51.0)
Net income from discontinued operations attributable to controlling interest2,034.5 29.6 2,075.8 109.0 
Net income attributable to controlling interest$1,860.5 $33.3 $1,786.5 $58.0 
Three Month Periods EndedSix Month Periods Ended
(in millions)March 31, 2024April 2, 2023March 31, 2024April 2, 2023
Net sales$718.5 $729.2 $1,410.7 $1,442.5 
Cost of goods sold445.1 514.7 892.3 1,026.1 
Gross profit273.4 214.5 518.4 416.4 
Selling, general and administrative222.9 223.8 438.4 447.4 
Impairment of intangible assets39.0 67.0 43.0 67.0 
Representation and warranty insurance proceeds(65.0)— (65.0)— 
Gain from remeasurement of contingent consideration liability— — — (1.5)
Total operating expenses196.9 290.8 416.4 512.9 
Operating income (loss)76.5 (76.3)102.0 (96.5)
Interest expense16.9 31.7 36.1 65.1 
Interest income(17.5)(0.2)(40.9)(0.4)
Gain from debt repurchase— — (4.7)— 
Other non-operating expense, net1.1 1.4 5.2 0.1 
Income (loss) from continuing operations before income taxes76.0 (109.2)106.3 (161.3)
Income tax expense (benefit)25.6 (34.0)37.8 (46.3)
Net income (loss) from continuing operations50.4 (75.2)68.5 (115.0)
Income from discontinued operations, net of tax11.0 21.9 22.7 41.4 
Net income (loss)61.4 (53.3)91.2 (73.6)
Net (loss) income from continuing operations attributable to non-controlling interest(0.2)0.1 (0.1)0.3 
Income from discontinued operations attributable to non-controlling interest, net of tax— — — 0.2 
Net income (loss) attributable to controlling interest$61.6 $(53.4)$91.3 $(74.1)
Amounts attributable to controlling interest
Net income (loss) from continuing operations attributable to controlling interest$50.6 $(75.3)$68.6 $(115.3)
Income from discontinued operations attributable to controlling interest, net of tax11.0 21.9 22.7 41.2 
Net income (loss) attributable to controlling interest$61.6 $(53.4)$91.3 $(74.1)
See accompanying notes to the condensed consolidated financial statements
9
Table of Contents
SB/RH HOLDINGS, LLC
Condensed Consolidated Statements of Comprehensive Income
For the three and ninesix month periods ended JulyMarch 31, 2024 and April 2, 2023 and July 3, 2022
(unaudited)
Three Month Periods EndedNine Month Periods Ended
(in millions)July 2, 2023July 3, 2022July 2, 2023July 3, 2022
Net income$1,860.9 $33.5 $1,787.3 $58.7 
Other comprehensive income
Foreign currency translation adjustment
Foreign currency translation gain (loss)9.8 (51.5)97.4 (68.8)
Unrealized gain (loss) from net investment hedge1.8 24.8 (44.6)47.3 
Foreign currency translation adjustment before tax11.6 (26.7)52.8 (21.5)
Deferred tax effect(0.4)(6.6)12.1 (14.2)
Foreign currency translation adjustment, net11.2 (33.3)64.9 (35.7)
Unrealized (loss) gain on derivative instruments
Unrealized (loss) gain on hedging activity before reclassification(9.0)4.3 (41.4)11.8 
Net reclassification for loss (gain) to income from continuing operations3.6 (4.9)6.0 (8.5)
Net reclassification for loss (gain) to income from discontinued operations2.4 (0.9)2.3 (2.1)
Unrealized (loss) gain on hedging instruments after reclassification(3.0)(1.5)(33.1)1.2 
Deferred tax effect0.8 0.9 8.6 4.3 
Net unrealized (loss) gain on hedging derivative instruments(2.2)(0.6)(24.5)5.5 
Defined benefit pension (loss) gain
Defined benefit pension (loss) gain before reclassification(1.2)2.3 (3.3)4.1 
Net reclassification for loss to income from continuing operations1.0 1.1 1.2 3.1 
Net reclassification for gain to income from discontinued operations(0.1)(0.1)(0.1)(0.1)
Defined benefit pension (loss) gain after reclassification(0.3)3.3 (2.2)7.1 
Deferred tax effect— (0.9)1.3 (4.4)
Net defined benefit pension (loss) gain(0.3)2.4 (0.9)2.7 
Deconsolidation of discontinued operations26.1 — 26.1 — 
Net change to derive comprehensive income for the period34.8 (31.5)65.6 (27.5)
Comprehensive income1,895.7 2.0 1,852.9 31.2 
Comprehensive (loss) income from continuing operations attributable to non-controlling interest— (0.1)0.2 (0.2)
Comprehensive loss from discontinued operations attributable to non-controlling interest(0.2)(0.3)— (0.2)
Deconsolidation of discontinued operations attributable to non-controlling interest0.7 — 0.7 — 
Comprehensive income attributable to controlling interest$1,895.2 $2.4 $1,852.0 $31.6 
Three Month Periods EndedSix Month Periods Ended
(in millions)March 31, 2024April 2, 2023March 31, 2024April 2, 2023
Net income (loss)$61.4 $(53.3)$91.2 $(73.6)
Other comprehensive income
Foreign currency translation adjustment
Foreign currency translation (loss) gain(12.0)27.1 24.8 87.6 
Unrealized income (loss) from net investment hedge11.6 (12.5)(9.7)(46.4)
Foreign currency translation adjustment before tax(0.4)14.6 15.1 41.2 
Deferred tax effect(2.9)3.7 2.7 12.5 
Foreign currency translation adjustment, net(3.3)18.3 17.8 53.7 
Unrealized gain (loss) on derivative instruments
Unrealized gain (loss) on derivative instruments before reclassification1.4 (7.1)(9.2)(32.5)
Net reclassification for loss to income from continuing operations4.8 4.9 9.9 2.4 
Net reclassification for gain to income from discontinued operations— (0.1)— (0.1)
Unrealized gain (loss) on derivative instruments after reclassification6.2 (2.3)0.7 (30.2)
Deferred tax effect(1.6)0.7 (0.1)7.8 
Net unrealized gain (loss) on derivative instruments4.6 (1.6)0.6 (22.4)
Defined benefit pension gain (loss)
Defined benefit pension gain (loss) before reclassification0.3 0.1 (0.9)(2.1)
Net reclassification for loss (gain) to income from continuing operations0.2 (0.7)0.4 0.2 
Defined benefit pension gain (loss) after reclassification0.5 (0.6)(0.5)(1.9)
Deferred tax effect0.1 0.1 0.3 1.3 
Net defined benefit pension gain (loss)0.6 (0.5)(0.2)(0.6)
Net change to derive comprehensive income for the period1.9 16.2 18.2 30.7 
Comprehensive income (loss)63.3 (37.1)109.4 (42.9)
Comprehensive (loss) income from continuing operations attributable to non-controlling interest(0.1)0.1 — 0.3 
Comprehensive income from discontinued operations attributable to non-controlling interest— 0.1 — 0.2 
Comprehensive income (loss) attributable to controlling interest$63.4 $(37.3)$109.4 $(43.4)
See accompanying notes to the condensed consolidated financial statements
10
Table of Contents
SB/RH HOLDINGS, LLC
Condensed Consolidated Statements of Shareholder's Equity
For the ninesix month period ended July 2, 2023March 31, 2024
(unaudited)
(in millions)(in millions)Other
Capital		Accumulated
Earnings (Deficit)		Accumulated
Other
Comprehensive
Loss		Total
Shareholder's
Equity		Non-
controlling
Interest		Total Equity(in millions)Other
Capital
Accumulated
Earnings
Accumulated
Other
Comprehensive
Loss		Total
Shareholder's
Equity		Non-
controlling
Interest		Total Equity
Balances at September 30, 2022$2,164.6 $(736.0)$(303.0)$1,125.6 $7.5 $1,133.1 
Net (loss) income from continuing operations— (40.1)— (40.1)0.3 (39.8)
Balances at September 30, 2023
Net income from continuing operations
Income from discontinued operations, net of taxIncome from discontinued operations, net of tax— 19.4 — 19.4 0.1 19.5 
Other comprehensive income, net of taxOther comprehensive income, net of tax— — 14.2 14.2 0.3 14.5 
Restricted stock issued and related tax withholdingsRestricted stock issued and related tax withholdings(10.5)— — (10.5)— (10.5)
Share based compensationShare based compensation3.9 — — 3.9 — 3.9 
Dividends paid to parentDividends paid to parent— (17.1)— (17.1)— (17.1)
Balances as of January 1, 20232,158.0 (773.8)(288.8)1,095.4 8.2 1,103.6 
Net (loss) income from continuing operations— (75.3)— (75.3)0.1 (75.2)
Balances as of December 31, 2023
Balances as of December 31, 2023
Balances as of December 31, 2023
Net income (loss) from continuing operations
Income from discontinued operations, net of taxIncome from discontinued operations, net of tax— 21.9 — 21.9 — 21.9 
Other comprehensive income, net of tax— — 16.0 16.0 0.2 16.2 
Other comprehensive income (loss), net of tax
Other comprehensive income (loss), net of tax
Other comprehensive income (loss), net of tax
Share based compensation
Share based compensation
Share based compensationShare based compensation4.4 — — 4.4 — 4.4 
Dividends paid to parentDividends paid to parent— (17.2)— (17.2)— (17.2)
Balances as of April 2, 20232,162.4 (844.4)(272.8)1,045.2 8.5 1,053.7 
Net (loss) income from continuing operations— (174.0)— (174.0)0.2 (173.8)
Income from discontinued operations, net of tax— 2,034.5 — 2,034.5 0.2 2,034.7 
Deconsolidation of discontinued operations— — 25.4 25.4 (5.9)19.5 
Other comprehensive income (loss), net of tax— — 8.9 8.9 (0.2)8.7 
Restricted stock issued and related tax withholdings(0.8)— — (0.8)— (0.8)
Share based compensation4.7 — — 4.7 — 4.7 
Dividends paid to parent— (17.2)— (17.2)— (17.2)
Balances as of March 31, 2024
Balances as of March 31, 2024
Balances as of March 31, 2024
Balances at July 2, 2023$2,166.3 $998.9 $(238.5)$2,926.7 $2.8 $2,929.5 
See accompanying notes to the condensed consolidated financial statements

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SB/RH HOLDINGS, LLC
Condensed Consolidated Statements of Shareholder's Equity
For the ninesix month period ended July 3, 2022April 2, 2023
(unaudited)
(in millions)(in millions)Other
Capital		Accumulated
Deficit		Accumulated
Other
Comprehensive
Loss		Total
Shareholder's
Equity		Non-
controlling
Interest		Total Equity(in millions)Other
Capital		Accumulated
Deficit		Accumulated
Other
Comprehensive
Loss		Total
Shareholder's
Equity		Non-
controlling
Interest		Total Equity
Balances at September 30, 2021$2,174.8 $(614.9)$(235.2)$1,324.7 $8.7 $1,333.4 
Net loss from continuing operations— (30.1)— (30.1)— (30.1)
Balances at September 30, 2022
Net (loss) income from continuing operations
Income from discontinued operations, net of taxIncome from discontinued operations, net of tax— 38.4 — 38.4 0.4 38.8 
Other comprehensive income, net of taxOther comprehensive income, net of tax— — 4.0 4.0 0.1 4.1 
Restricted stock issued and related tax withholdingsRestricted stock issued and related tax withholdings(24.3)— — (24.3)— (24.3)
Share based compensationShare based compensation8.2 — — 8.2 8.2 
Dividends paid to parentDividends paid to parent— (119.2)— (119.2)— (119.2)
Balances as of January 2, 20222,158.7 (725.8)(231.2)1,201.7 9.2 1,210.9 
Net loss from continuing operations— (24.6)— (24.6)— (24.6)
Balances as of January 1, 2023
Balances as of January 1, 2023
Balances as of January 1, 2023
Net (loss) income from continuing operations
Income from discontinued operations, net of taxIncome from discontinued operations, net of tax— 41.0 — 41.0 0.1 41.1 
Other comprehensive loss, net of tax— — — — (0.1)(0.1)
Other comprehensive income, net of tax
Other comprehensive income, net of tax
Other comprehensive income, net of tax
Share based compensationShare based compensation7.4 — — 7.4 7.4 
Dividends paid to parent— (41.2)— (41.2)— (41.2)
Dividends paid by subsidiary to non-controlling interest— — — — (1.3)(1.3)
Balances as of April 3, 20222,166.1 (750.6)(231.2)1,184.3 7.9 1,192.2 
Net income from continuing operations— 3.7 — 3.7 — 3.7 
Income from discontinued operations, net of tax— 29.6 — 29.6 0.2 29.8 
Other comprehensive loss, net of tax— — (31.1)(31.1)(0.4)(31.5)
Share based compensation
Share based compensationShare based compensation(1.2)— — (1.2)(1.2)
Dividends paid to parentDividends paid to parent— (17.1)— (17.1)— (17.1)
Balances at July 3, 2022$2,164.9 $(734.4)$(262.3)$1,168.2 $7.7 $1,175.9 
Balances as of April 2, 2023
Balances as of April 2, 2023
Balances as of April 2, 2023
See accompanying notes to the condensed consolidated financial statements
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SB/RH HOLDINGS, LLC
Condensed Consolidated Statements of Cash Flows
For the ninesix month periods ended JulyMarch 31, 2024 and April 2, 2023 and July 3, 2022
(unaudited)
Nine Month Periods Ended
Six Month Periods EndedSix Month Periods Ended
(in millions)(in millions)July 2, 2023July 3, 2022(in millions)March 31, 2024April 2, 2023
Cash flows from operating activitiesCash flows from operating activities
Net income$1,787.3 $58.7 
Net income (loss)
Net income (loss)
Net income (loss)
Income from discontinued operations, net of taxIncome from discontinued operations, net of tax2,076.1 109.7 
Net loss from continuing operations(288.8)(51.0)
Adjustments to reconcile net loss to net cash from operating activities:
Net income (loss) from continuing operations
Adjustments to reconcile net income (loss) from continuing operations to net cash provided by operating activities from continuing operations:
Depreciation
Depreciation
DepreciationDepreciation36.2 36.6 
AmortizationAmortization31.4 39.9 
Share based compensationShare based compensation11.4 10.7 
Impairment of goodwill111.1 — 
Impairment of intangible assets
Impairment of intangible assets
Impairment of intangible assetsImpairment of intangible assets120.7 — 
Impairment of property, plant and equipment and operating lease assetsImpairment of property, plant and equipment and operating lease assets8.1 — 
Gain on sale of property, plant and equipment(2.7)— 
Gain from debt repurchase
Non-cash purchase accounting adjustmentsNon-cash purchase accounting adjustments1.4 7.8 
Non-cash purchase accounting adjustments
Non-cash purchase accounting adjustments
Non-cash accrual for representation and warranty proceeds
Amortization of debt issuance costs and debt discountAmortization of debt issuance costs and debt discount5.9 5.1 
Write-off of unamortized discount and debt issuance costsWrite-off of unamortized discount and debt issuance costs8.6 — 
Gain from remeasurement of contingent consideration liabilityGain from remeasurement of contingent consideration liability(1.5)(25.0)
Deferred tax benefitDeferred tax benefit(117.4)(50.0)
Net changes in operating assets and liabilitiesNet changes in operating assets and liabilities136.9 (187.2)
Net cash provided (used) by operating activities from continuing operations61.3 (213.1)
Net cash provided by operating activities from discontinued operations31.8 42.3 
Net cash provided (used) by operating activities93.1 (170.8)
Net cash provided by operating activities from continuing operations
Net cash (used) provided by operating activities from discontinued operations
Net cash (used) provided by operating activities
Cash flows from investing activitiesCash flows from investing activities
Purchases of property, plant and equipmentPurchases of property, plant and equipment(44.3)(45.3)
Proceeds from disposal of property, plant and equipment3.0 0.1 
Proceeds from sale of discontinued operations, net of cash4,334.7 — 
Business acquisitions, net of cash acquired— (272.1)
Disbursement from note with Parent Company(500.0)— 
Purchases of property, plant and equipment
Purchases of property, plant and equipment
Purchases of short term investments
Purchases of short term investments
Purchases of short term investments
Proceeds from sale of short term investments
Purchase price settlement from sale of HHI
Purchase price settlement from sale of HHI
Purchase price settlement from sale of HHI
Other investing activitiesOther investing activities(0.1)(0.1)
Net cash provided (used) by investing activities from continuing operationsNet cash provided (used) by investing activities from continuing operations3,793.3 (317.4)
Net cash used by investing activities from discontinued operationsNet cash used by investing activities from discontinued operations(11.8)(18.0)
Net cash provided (used) by investing activitiesNet cash provided (used) by investing activities3,781.5 (335.4)
Cash flows from financing activitiesCash flows from financing activities
Payment of debtPayment of debt(1,141.1)(9.8)
Proceeds from issuance of debt— 775.0 
Payment of debt
Payment of debt
Payment of debt issuance costsPayment of debt issuance costs(2.3)(7.6)
Payment of contingent consideration— (1.9)
Payment of debt issuance costs
Payment of debt issuance costs
Payment of cash dividends to parent
Payment of cash dividends to parent
Payment of cash dividends to parentPayment of cash dividends to parent(51.6)(177.5)
Net cash (used) provided by financing activities from continuing operations(1,195.0)578.2 
Net cash used by financing activities from continuing operations
Net cash used by financing activities from continuing operations
Net cash used by financing activities from continuing operations
Net cash used by financing activities from discontinued operationsNet cash used by financing activities from discontinued operations(0.8)(2.7)
Net cash (used) provided by financing activities(1,195.8)575.5 
Net cash used by financing activities
Effect of exchange rate changes on cash and cash equivalentsEffect of exchange rate changes on cash and cash equivalents7.8 (11.5)
Net change in cash, cash equivalents and restricted cashNet change in cash, cash equivalents and restricted cash2,686.6 57.8 
Cash, cash equivalents, and restricted cash, beginning of periodCash, cash equivalents, and restricted cash, beginning of period242.4 188.3 
Cash, cash equivalents, and restricted cash, end of periodCash, cash equivalents, and restricted cash, end of period$2,929.0 $246.1 
Supplemental disclosure of cash flow informationSupplemental disclosure of cash flow information
Cash paid for interest associated with continued operationsCash paid for interest associated with continued operations$89.2 $60.7 
Cash paid for interest associated with continued operations
Cash paid for interest associated with continued operations
Cash paid for interest associated with discontinued operationsCash paid for interest associated with discontinued operations45.3 36.9 
Cash paid for taxes associated with continued operationsCash paid for taxes associated with continued operations21.6 25.3 
Cash paid for taxes associated with discontinued operationsCash paid for taxes associated with discontinued operations24.0 11.2 
Non cash investing activitiesNon cash investing activities
Acquisition of property, plant and equipment through finance leasesAcquisition of property, plant and equipment through finance leases$2.6 $1.0 
Acquisition of property, plant and equipment through finance leases
Acquisition of property, plant and equipment through finance leases
See accompanying notes to the condensed consolidated financial statements
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SPECTRUM BRANDS HOLDINGS, INC.
SB/RH HOLDINGS, LLC
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(in millions, unaudited)
This report is a combined report of Spectrum Brands Holdings, Inc. (“SBH”) and SB/RH Holdings, LLC (“SB/RH”) (collectively, the “Company”). The notes to the condensed consolidated financial statements that follow include both consolidated SBH and SB/RH Notes, unless otherwise indicated below.

NOTE 1– BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES
Principles of Consolidation and Fiscal Period-End
The accompanying unaudited condensed consolidated financial statements have been prepared by the Company and its majority owned subsidiaries in accordance with accounting principles for interim financial information generally accepted in the United States and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all the information and notes necessary for a comprehensive presentation of financial position and results of operations. It is management’s opinion, however, that all material adjustments have been made which are necessary for a fair financial statement presentation. For further information, refer to the consolidated financial statements and notes included in the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2022.2023.
SBH’s and SB/RH’s fiscal year ends on September 30 and the Company reports its results using fiscal quarters whereby each three month quarterly reporting period is approximately thirteen weeks in length and ends on a Sunday. The 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 ninesix month periods included within this Quarterly Report for the Company are JulyMarch 31, 2024 and April 2, 2023, and July 3, 2022, respectively.
Newly Adopted Accounting Standards
In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting. This ASU provides optional expedients and exceptions for applying generally accepted accounting principles to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met. In response to the concerns about structural risks of interbank offered rates (“IBORs”) and, particularly, the risk of cessation of the London Interbank Offered Rate (“LIBOR”), regulators in several jurisdictions around the world have undertaken reference rate reform initiatives to identify alternative reference rates that are more observable or transaction based and less susceptible to manipulation. The ASU provides companies with optional guidance to ease the potential accounting burden associated with transitioning away from reference rates that are expected to be discontinued. In January 2021, the FASB issued ASU 2021-01, which adds implementation guidance to clarify certain optional expedients in Topic 848. The adoptions did not have a material impact on the consolidated financial statements.
Recently Issued 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 rollforwardroll-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 rollforwardroll-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. The following table summarizes the roll-forward of the supplier finance program for the six month period ended March 31, 2024:
(in millions)Amount
Outstanding payment obligations as of September 30, 2023$17.9 
Invoices confirmed during the period36.5 
Confirmed invoices paid during the period(38.4)
Outstanding payment obligations as of March 31, 2024$16.0 
The outstanding payment obligations under the supplier finance program are included in Accounts Payable in the Company's Condensed Statement of Financial Position.
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 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. We are currently evaluating the impact this ASU may have on our consolidated financial statement disclosures.
In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which provides qualitative and quantitative updates to the rate reconciliation and income taxes paid disclosures, among others, in order to enhance the transparency of income tax disclosures, including consistent categories and greater disaggregation of information in the rate reconciliation and disaggregation by jurisdiction of income taxes paid. The amendments in ASU 2023-09 are effective for fiscal years beginning after December 15, 2024, with early adoption permitted. The Companyamendments should be applied prospectively; however, retrospective application is also permitted. This ASU will be effective for our Form 10-K for the year ending September 30, 2026. We are currently evaluating the effect of adoptingimpact this new accounting guidance.ASU may have on our consolidated financial statement disclosures.

In March 2024, the U.S. Securities and Exchange Commission ("SEC") adopted final rules under SEC Release Nos. 33-11275 and 34-99678, The Enhancement and Standardization of Climate-Related Disclosures for Investors, which requires registrants to disclose certain climate-related information in registration statements and annual reports. The final rules include requirements to disclose material climate-related risks, activities to mitigate or adapt to such risks, information about the board of directors' oversight of climate-related risks and management's role in managing material climate-related risks, and information on any climate-related targets or goals that are material to the registrant's business, results of operations, or financial condition. In addition, the rules would require certain climate-related disclosure as it relates to severe weather events and other natural conditions and carbon offsets and renewable energy credits. Certain large registrants are also required to disclose Scope 1 and Scope 2 greenhouse gas ("GHG") emissions when material. While the SEC voluntarily stayed the rules due to pending judicial review, the rules in their current form would be effective for the Company beginning in our Form 10-K for the year ending September 30, 2026. The Company is currently assessing the impact that these rules may have on the Company's consolidated financial statements.


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SPECTRUM BRANDS HOLDINGS, INC.
SB/RH HOLDINGS, LLC
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(in millions, unaudited)
NOTE 2 – DIVESTITURES
The following table summarizes the components of Income from Discontinued Operations, Net of Tax in the Condensed Consolidated Statements of Income for the three and ninesix month periods ended JulyMarch 31, 2024 and April 2, 2023 and July 3, 2022:2023:
Three Month Periods EndedNine Month Periods Ended
Three Month Periods EndedThree Month Periods EndedSix Month Periods Ended
(in millions)(in millions)July 2, 2023July 3, 2022July 2, 2023July 3, 2022(in millions)March 31, 2024April 2, 2023March 31, 2024April 2, 2023
Income from discontinued operations before income taxes – HHIIncome from discontinued operations before income taxes – HHI$32.5 $57.9 $136.9 $188.9 
Gain on sale of discontinued operations before income taxes – HHI2,824.9 — 2,824.9 — 
Loss from discontinued operations before income taxes – Other(0.2)(0.2)(2.2)(3.6)
(Loss) income from discontinued operations before income taxes – Other
(Loss) income from discontinued operations before income taxes – Other
(Loss) income from discontinued operations before income taxes – Other
Interest expense on corporate debt allocated to discontinued operationsInterest expense on corporate debt allocated to discontinued operations15.4 11.9 49.4 33.3 
Income from discontinued operations before income taxesIncome from discontinued operations before income taxes2,841.8 45.8 2,910.2 152.0 
Income tax expense from discontinued operationsIncome tax expense from discontinued operations810.0 15.9 837.5 42.2 
Income from discontinued operations, net of taxIncome from discontinued operations, net of tax2,031.8 29.9 2,072.7 109.8 
Net income from discontinued operations attributable to noncontrolling interest0.2 0.2 0.3 0.7 
Net income from discontinued operations attributable to controlling interest$2,031.6 $29.7 $2,072.4 $109.1 
Income from discontinued operations attributable to noncontrolling interest, net of tax
Income from discontinued operations attributable to controlling interest, net of tax
Interest from corporate debt allocated to discontinued operations in the prior year includes interest expense from Term Loans, required to bewhich was paid down using proceeds receivedfollowing the close of the HHI divestiture on disposal on sale of a business,June 20, 2023, and interest expense from corporate debt not directly attributable to or related to other operations based on the ratio of net assets of the disposal group held for sale to the consolidated net assets of the Company plus consolidated debt, excluding debt assumed in the transaction, required to be repaid, or directly attributable to other operations of the Company. Corporate debt, including Term Loans required to be paid down, are not classified as held for sale as they are not directly attributable to the identified disposal group.
Hardware and Home Improvement ("HHI")
On September 8, 2021, the Company entered into a definitive Asset and Stock Purchase Agreement (the "Purchase Agreement") 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 its divestiture of its HHI segment resulting in the recognition of a gain on sale of $2,824.9 million included as a component of Income From Discontinued Operations, Net of Tax. The Company's assets and liabilities associated with the HHI disposal group prior to the transaction close were classified as held for sale and the respective operations were classified as discontinued operations and reported separately during the three and nine month period ended July 2, 2023 and July 3, 2022 through the transaction close.
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SPECTRUM BRANDS HOLDINGS, INC.
SB/RH HOLDINGS, LLC
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(in millions, unaudited)
NOTE 2 – DIVESTITURES (continued)
The Purchase Agreement provides ASSA to purchase the equity of certain subsidiaries of the Company, and acquire certain assets and assume certain liabilities of other subsidiaries used or held for the purpose of the HHI business.segment. 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 Purchase Agreement 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 Purchase Agreement. The Company and ASSA have agreed to enter into related agreements ancillary to the acquisition that became effective upon the consummation of the acquisition, including a customary transition services agreementagreements ("TSA") and providing for both forward and reverse transition services. The consummation of the acquisition was not subject to any financing condition.
The following table summarizesDuring the assetsthree and liabilitiessix month period ended March 31, 2024, the Company recognized $15.2 million in income from discontinued operations before income taxes - HHI related to a gain realized by a subsequently agreed reduction on accrued fees associated with the transaction that was previously recognized as a component of the HHI disposal group classified as held forgain on sale as September 30, 2022:
(in millions)September 30, 2022
Assets
Trade Receivables$135.5 
Other receivables6.7 
Inventories327.1 
Prepaid expenses and other current assets33.1 
Property, plant and equipment, net166.6 
Operating lease assets63.6 
Deferred charges and other11.7 
Goodwill698.6 
Intangible assets, net373.8 
Total assets of business held for sale$1,816.7 
Liabilities
Current portion of long-term debt$1.4 
Accounts payable224.7 
Accrued wages and salaries32.7 
Other current liabilities79.9 
Long-term debt, net of current portion54.6 
Long-term operating lease liabilities46.9 
Deferred income taxes10.1 
Other long-term liabilities13.4 
Total liabilities of business held for sale$463.7 
when the transaction closed in the prior year.
The following table summarizes the components of income from discontinued operations before income taxes associated with the HHI divestiture for the three and ninesix month periodsperiod ended JulyApril 2, 2023 and July 3, 2022, through the transaction close date:2023:
Three Month Periods EndedNine Month Periods Ended
Three Month Period Ended
Three Month Period Ended
Three Month Period Ended
Six Month
Period Ended
(in millions)(in millions)July 2, 2023July 3, 2022July 2, 2023July 3, 2022(in millions)April 2, 2023
Net salesNet sales$296.4 $417.0 $1,042.5 $1,212.4 
Cost of goods soldCost of goods sold203.6 284.0 701.6 797.4 
Gross profitGross profit92.8 133.0 340.9 415.0 
Gross profit
Gross profit
Operating expensesOperating expenses59.4 75.1 199.4 221.6 
Operating incomeOperating income33.4 57.9 141.5 193.4 
Interest expenseInterest expense0.7 0.9 2.4 2.5 
Other non-operating expense (income), net0.2 (0.9)2.2 2.0 
Other non-operating expense, net
Income from discontinued operations before income taxesIncome from discontinued operations before income taxes$32.5 $57.9 $136.9 $188.9 
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 assets held for sale as the purchase price of the business less estimated cost to sell is more than its carrying value. The following table presents significant non-cash items and capital expenditures of discontinued operations from the HHI divestiture for the three and ninesix month periodsperiod ended JulyApril 2, 2023 and July 3, 2022, through the transaction close date:2023:
Three Month Periods EndedNine Month Periods Ended
Three Month Period Ended
Three Month Period Ended
Three Month Period Ended
Six Month
Period Ended
(in millions)(in millions)July 2, 2023July 3, 2022July 2, 2023July 3, 2022(in millions)April 2, 2023
Share based compensationShare based compensation$0.4 $(0.1)$1.5 $3.9 
Share based compensation
Share based compensation
Purchases of property, plant and equipmentPurchases of property, plant and equipment3.9 5.6 11.9 18.1 
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SPECTRUM BRANDS HOLDINGS, INC.
SB/RH HOLDINGS, LLC
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(in millions, unaudited)
NOTE 2 – DIVESTITURES (continued)
The Company and ASSA entered into related agreementcustomary TSAs that became effective upon the consummation of the transaction including a customary transition services agreement ("TSA") thattransaction. The TSAs support various shared back office administrative functions, including finance, sales and marketing, information technology, human resources, real estate and supply chain, customer service and procurement; to supportsupporting 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 by the Company and charges from ASSA are recognized as an operating expense depending upon the function supported by ASSA. The TSA hasTSAs have an overall expected time period of 12 months following the close of the transaction with variability in expiration dependent upon the completed transition of the respective service or function, and may provide up to 12 additional months for a total duration of up to 24 months. Duringmonths following the three and nine month period ended July 2, 2023,close of the transaction. The Company recognized a net income of $1.0$7.9 million and $15.9 million associated with TSA charges.charges during the three and six month periods ended March 31, 2024, respectively. Additionally, the Company and ASSA will receive cash and make payments on behalf of the respective counterparty's operations as part of the shared administrative functions, resulting in cash flow being commingled with the operating cash flow of the Company. The Company recognizesalso maintains a net payable or receivable with ASSA for any outstanding TSA charges and net working capital attributable to commingled cash flow.flow during the transaction period. As of July 2,March 31, 2024 and September 30, 2023, the Company hashad a net payablereceivable of $34.3$25.0 million and $4.0 million, respectively, included in Accounts PayableOther Receivables on the Company's Condensed Consolidated Statement of Financial Position consisting of amounts due tofrom ASSA for estimated purchase price settlement,commingled cash flow settlement for commingled operations and net TSA charges, including amounts subject to repayment by the Company.
Further, theThe Company has also recognized net payables to ASSA related to indemnifications in accordancefor outstanding settlements associated with the purchase agreement, primarily attributable toPurchase Agreement, including tax indemnifications for outstanding settlements with tax authorities and uncertain tax benefit obligations.obligations, among others. As of July 2,March 31, 2024, the Company recognized $2.7 million, included with Other Long-Term Liabilities, on the Company's Condensed Consolidated Statements of Financial Position. As of September 30, 2023, the Company recognized $27.3 million, included within Accounts Payable, and $2.6 million, included within Other Long-Term Liabilities, on the Company’s Condensed Consolidated Statements of Financial Position. During the three month period ended March 31, 2024, the Company paid $26.9 million to complete the purchase price settlement in accordance with the Purchase Agreement.
Other
LossIncome from discontinued operations before income taxes – other includes incremental pre-tax lossgain 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. TheDuring the six month period ended March 31, 2024, the Company realized a gain attributable to a proposed settlement on outstanding tax audits that were previously recognized as uncertain tax benefit obligations at the time of sale and Energizer agreed to indemnify each other for losses arising from certain breaches ofindemnified in accordance with the acquisition agreement and for certain other matters, 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.agreement. As of July 2, 2023 and September 30, 2022,March 31, 2024, the Company recognized $25.9$14.4 million and $22.3 million, respectively, related to indemnification payables in accordance with the acquisition agreements, primarily attributable to uncertain tax benefit obligations and outstanding settlements with tax authorities that were transferred, and indemnified in accordance withincluded within Other Current Liabilities on the acquisition agreement,Company's Condensed Consolidated Statements of Financial Position. As of September 30, 2023, the Company recognized $25.3 million, including $8.9 million and $7.0$8.6 million within Other Current Liabilities respectively, and $17.0 million and $15.3$16.7 million, within Other Long-Term Liabilities respectively, on the Company’s Condensed Consolidated Statements of Financial Position.

NOTE 3 – RESTRUCTURING CHARGES
During the nine month period ended July 2, 2023, the Company entered into an initiative in response to the continuing pressures within the consumer products and retail markets and adjusted strategic initiatives within certain segments, resulting in the realization of headcount reductions. Total cumulative exit and disposal costs associated with the initiative were $5.3 million, with approximately $3 million of additional costs forecasted in the foreseeable future. The project costs are anticipated to be incurred through the September 30, 2023.
During the year ended September 30, 2022, the Company entered into an initiative in response to changes observed within consumer products and retail markets, continued inflationary cost pressures and headwinds, and to facilitate changes in the management structure for enabling functions of the consolidated group, resulting in the realization of headcount reductions. Total cumulative exit and disposal costs associated with the initiative were $10.5 million. As of July 2, 2023, substantially all exit and disposal costs associated, with the initiative have been recognized in the prior year with incremental costs realized during the three and nine month periods ended July 2, 2023, which were attributable to changes in timing and accruals previously recognized since the initiative was established.
During the year ended September 30, 2022, the Company initiated the exit of its in-country commercial operations in Russia, predominantly supporting the HPC segment, including costs for severance and other exit and disposal activity to close the operations. Total cumulative exit and disposal costs associated with the initiative were $1.4 million. As of July 2, 2023, substantially all exit and disposal costs associated with the initiative have been recognized.
The Company may enter into small, less significant initiatives to reduce costs and improve margins throughout the organization. Individually these activities are not substantial and occur over a shorter time period (generally less than 12 months).
The following summarizes restructuring charges for the three and nine month periods ended July 2, 2023 and July 3, 2022:
Three Month Periods EndedNine Month Periods Ended
(in millions)July 2, 2023July 3, 2022July 2, 2023July 3, 2022
Fiscal 2023 restructuring$0.9 $— $5.3 $— 
Fiscal 2022 restructuring— 8.1 0.7 8.1 
Russia dissolution0.1 — 0.8 — 
GPC distribution center transition— 8.1 — 24.1 
Global productivity improvement program— 1.2 — 5.2 
Other project costs0.2 0.1 1.2 14.0 
Total restructuring charges$1.2 $17.5 $8.0 $51.4 
Reported as:
Cost of goods sold$— $0.4 $0.7 $1.4 
Selling expense— 8.1 — 24.1 
General and administrative expense1.2 9.0 7.3 25.9 
16
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SPECTRUM BRANDS HOLDINGS, INC.
SB/RH HOLDINGS, LLC
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(in millions, unaudited)
NOTE 3 - RESTRUCTURING CHARGES (continued)


The following is a summary of restructuring charges by segment for the three and nine month periods ended July 2, 2023 and July 3, 2022.
Three Month Periods EndedNine Month Periods Ended
(in millions)July 2, 2023July 3, 2022July 2, 2023July 3, 2022
GPC$0.7 $11.6 $3.7 $31.1 
H&G— 0.6 0.2 0.6 
HPC0.5 4.2 3.7 8.5 
Corporate— 1.1 0.4 11.2 
Total restructuring charges$1.2 $17.5 $8.0 $51.4 
The following is a summary of restructuring charges by cost type for the three and nine month periods ended July 2, 2023 and July 3, 2022.
(in millions)Termination
Benefits		Other
Costs		Total
For the three month period ended July 2, 2023$1.1 $0.1 $1.2 
For the three month period ended July 3, 20228.5 9.0 17.5 
For the nine month period ended July 2, 20236.7 1.3 8.0 
For the nine month period ended July 3, 202210.4 41.0 51.4 
The following is a roll forward of the accrual for restructuring charges by cost type for the nine month period ended July 2, 2023.
(in millions)Termination
Benefits		Other
Costs		Total
Accrual balance at September 30, 2022$3.8 $0.2 $4.0 
Provisions5.7 0.1 5.8 
Cash expenditures(7.0)(0.1)(7.1)
Foreign currency and other0.3 (0.1)0.2 
Accrual balance at July 2, 2023$2.8 $0.1 $2.9 

NOTE 43 – REVENUE RECOGNITION
The Company generates all of its revenue from contracts with customers. The following table disaggregates our revenue for the three and ninesix month periods ended JulyMarch 31, 2024 and April 2, 2023, and July 3, 2022, by the Company’s key revenue streams, segments and geographic region (based upon destination):
Three Month Period Ended July 2, 2023Three Month Period Ended July 3, 2022
(in millions)GPCH&GHPCTotalGPCH&GHPCTotal
Product Sales
NA$167.9 $184.1 $105.4 $457.4 $191.4 $195.6 $170.2 $557.2 
EMEA88.0 — 104.2 192.2 81.1 — 93.0 174.1 
LATAM4.7 1.5 47.4 53.6 4.6 1.9 47.2 53.7 
APAC7.5 — 17.4 24.9 9.8 — 15.8 25.6 
Licensing2.8 1.0 2.0 5.8 1.9 1.0 2.6 5.5 
Service and other1.4 — 0.2 1.6 1.4 — 0.5 1.9 
Total Revenue$272.3 $186.6 $276.6 $735.5 $290.2 $198.5 $329.3 $818.0 
Nine Month Period Ended July 2, 2023Nine Month Period Ended July 3, 2022
(in millions)GPCH&GHPCTotalGPCH&GHPCTotal
Product Sales
NA$530.1 $404.3 $391.6 $1,326.0 $561.3 $462.4 $434.3 $1,458.0 
EMEA269.0 — 340.7 609.7 270.8 — 361.5 632.3 
LATAM12.4 5.0 128.0 145.4 13.8 6.0 167.4 187.2 
APAC24.3 — 52.6 76.9 29.9 — 53.7 83.6 
Licensing7.8 2.0 6.3 16.1 7.0 1.9 7.4 16.3 
Service and other2.9 — 1.1 4.0 4.7 — 0.9 5.6 
Total Revenue$846.5 $411.3 $920.3 $2,178.1 $887.5 $470.3 $1,025.2 $2,383.0 
Three Month Period Ended March 31, 2024Three Month Period Ended April 2, 2023
(in millions)GPCH&GHPCTotalGPCH&GHPCTotal
Product Sales
NA$179.2 $158.5 $105.1 $442.8 $186.4 $151.3 $121.6 $459.3 
EMEA97.8 — 101.0 198.8 94.4 — 99.2 193.6 
LATAM2.9 1.5 44.8 49.2 4.5 1.5 38.8 44.8 
APAC6.5 — 15.1 21.6 7.4 — 17.4 24.8 
Licensing2.2 0.7 1.8 4.7 2.6 0.5 1.9 5.0 
Service and other1.3 — 0.1 1.4 1.4 — 0.3 1.7 
Total Revenue$289.9 $160.7 $267.9 $718.5 $296.7 $153.3 $279.2 $729.2 
Six Month Period Ended March 31, 2024Six Month Period Ended April 2, 2023
(in millions)GPCH&GHPCTotalGPCH&GHPCTotal
Product Sales
NA$348.0 $228.4 $240.1 $816.5 $360.8 $220.2 $286.1 $867.1 
EMEA193.0 — 245.2 438.2 181.0 — 236.5 417.5 
LATAM5.8 3.2 88.1 97.1 7.7 3.5 80.6 91.8 
APAC12.7 — 33.9 46.6 16.9 — 35.2 52.1 
Licensing4.7 1.1 3.6 9.4 5.0 0.9 4.3 10.2 
Service and other2.6 — 0.3 2.9 2.9 — 0.9 3.8 
Total Revenue$566.8 $232.7 $611.2 $1,410.7 $574.3 $224.6 $643.6 $1,442.5 
The Company has a broad range of customers, including many large retail customers. During the three month periods ended JulyMarch 31, 2024 and April 2, 2023, and July 3, 2022, there were two large retail customers, each exceeding 10% of consolidated Net Sales and representing 33.4% and 34.3%33.5% of consolidated Net Sales respectively.in each period. During the ninesix month periods ended JulyMarch 31, 2024 and April 2, 2023, and July 3, 2022, there were two large retail customers exceeding 10% of consolidated Net Sales and representing 34.3%35.8% and 33.3%34.8% of consolidated Net Sales, respectively. All segments sell products to the two large retail customers exceeding 10% of consolidated Net Sales.
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SPECTRUM BRANDS HOLDINGS, INC.
SB/RH HOLDINGS, LLC
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(in millions, unaudited)
NOTE 43 – REVENUE RECOGNITION (continued)
A significant portion of our product sales from our HPC segment are subject to the continued use and access to the Black & DeckerDecker® ("B&D"B+D") brand through a trademark license agreement with Stanley Black and Decker. The license agreement was renewed through June 30, 2025, including a sell-off period from April 1, 2025 to June 30, 2025 whereby the Company can continue to sell and distribute but no longer produce products subject to the license agreement.Decker ("SBD"). Net sales from B&DB+D product sales consisted of $84.2$78.6 million, or 11.4%10.9% of consolidated net sales, and $102.4$85.1 million, or 12.5%11.7% of consolidated Net Sales, for the three month periods ended JulyMarch 31, 2024 and April 2, 2023, and July 3, 2022, respectively. Net sales from B&DB+D product sales consisted of $256.0$172.5 million, or 11.8%12.2%, and $332.4$171.9 million, or 13.9%11.9%, of consolidated Net Sales for the ninesix month periods ended JulyMarch 31, 2024 and April 2, 2023, and July 3, 2022, respectively. All other significant brands and tradenames used in the Company’s commercial operations are directly owned and not subject to further restrictions. The Company recently entered into a new trademark license agreement with SBD for the B+D brand during the subsequent period, see Note 18 - Subsequent Event for further detail.
In the normal course of business, the Company may allow customers to return products or take credit for product returns per the provisions in a sale agreement. Estimated product returns are recorded as a reduction in reported revenues at the time of sale based upon historical product return experience, adjusted for known trends, to arrive at the amount of consideration expected to be received. The allowance for product returns as of July 2, 2023March 31, 2024 and September 30, 20222023 was $14.0$15.3 million and $15.5$12.8 million, respectively. The increase in the allowance for product returns are attributable to the additional returns estimated for the recently re-issued product recalls with the HPC segment in collaboration with the U.S. Consumer Product Safety Commission ("CPSC"), further discussed in Note 15 - Commitments and Contingencies.

NOTE 54 – RECEIVABLES AND CONCENTRATION OF CREDIT RISK
The allowance for credit losses on the Company's trade receivables as of July 2, 2023March 31, 2024 and September 30, 20222023 was $6.9$7.0 million and $7.3$7.7 million, respectively.
The Company has a broad range of customers, including many large retail customers. As of July 2, 2023March 31, 2024 and September 30, 2022,2023, there waswere two large retail customers exceeding 10% of consolidated Net Trade Receivables and representing 36.1%43.7% and 21.9%39.8% of the Company's consolidated Net Trade Receivables.Receivables, respectively.
SB/RH
As of July 2, 2023, SB/RH had an outstanding note receivable from its Parent in the amount of $500.8 million, including cumulative interest, with a stated interest rate of 5.14%, due July 22, 2023. The funds were used by the Parent to repurchase common shares of SBH through the accelerated share repurchase agreement further discussed in Note 12 - Shareholder's Equity.

NOTE 65 – INVENTORIES
Inventories consist of the following:
(in millions)(in millions)July 2, 2023September 30, 2022(in millions)March 31, 2024September 30, 2023
Raw materialsRaw materials$64.5 $72.3 
Work-in-processWork-in-process7.3 10.5 
Finished goodsFinished goods456.1 697.8 
InventoriesInventories$527.9 $780.6 

NOTE 76 – PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment consist of the following:
(in millions)(in millions)July 2, 2023September 30, 2022(in millions)March 31, 2024September 30, 2023
Land, buildings and improvementsLand, buildings and improvements$84.0 $75.7 
Machinery, equipment and otherMachinery, equipment and other408.2 394.1 
Computer software
Finance leasesFinance leases143.6 139.8 
Construction in progressConstruction in progress71.3 54.7 
Property, plant and equipmentProperty, plant and equipment707.1 664.3 
Accumulated depreciationAccumulated depreciation(432.4)(400.5)
Property, plant and equipment, netProperty, plant and equipment, net$274.7 $263.8 
Depreciation expense from property, plant, and equipment for the three month periods ended JulyMarch 31, 2024 and April 2, 2023, and July 3, 2022, was $12.1$14.3 million and $12.3$11.9 million, respectively; and for the ninesix month periods ended JulyMarch 31, 2024 and April 2, 2023 and July 3, 2022 was $36.2$28.8 million and $36.6$24.1 million, respectively.
During the three month period ended July 2, 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 General and Administrative Expense on the Condensed Consolidated Statements of Income for the three and nine month period ended July 2, 2023.
During the nine month period ended July 2, 2023, the Company recognized a $2.7 million impairment charge on idle equipment associated with the early exit of a GPC warehouse lease, included as Selling Expense on the Condensed Consolidated Statements of Income for the nine month period ended July 2, 2023.
Additionally, during the three month period ended July 2, 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 the GPC operations from the facility and the intention to sub-lease to a third-party, included as Selling Expense on the Condensed Consolidated Statements of Income for the three and nine month periods ended July 2, 2023. The partial impairment was measured using projected discounted cash flow for the facility, including an assumed sub-lease tenant, yet to be identified, at rental rates that are comparable to current market conditions.

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SPECTRUM BRANDS HOLDINGS, INC.
SB/RH HOLDINGS, LLC
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(in millions, unaudited)
NOTE 87 – GOODWILL AND INTANGIBLE ASSETS
Goodwill consists of the following:
(in millions)GPCH&GHPCTotal
As of September 30, 2022$502.4 $342.6 $108.1 $953.1 
Tristar Business acquisition adjustment— — 3.0 3.0 
Impairment— — (111.1)(111.1)
Foreign currency impact13.6 — — 13.6 
As of July 2, 2023$516.0 $342.6 $— $858.6 
(in millions)GPCH&GTotal
As of September 30, 2023$512.1 $342.6 $854.7 
Foreign currency impact3.6— 3.6 
As of March 31, 2024$515.7 $342.6 $858.3 
During the three month period ended July 2, 2023, the Company recognized an impairment
17
Table of the HPC goodwill that was attributable to a declining trend Contents
SPECTRUM BRANDS HOLDINGS, INC.
SB/RH HOLDINGS, LLC
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(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.millions, unaudited)
NOTE 7 - GOODWILL AND INTANGIBLE ASSETS (continued)
The carrying value and accumulated amortization of intangible assets are as follows:
July 2, 2023September 30, 2022
March 31, 2024March 31, 2024September 30, 2023
(in millions)(in millions)Gross Carrying AmountAccumulated AmortizationNetGross Carrying AmountAccumulated AmortizationNet(in millions)Gross Carrying AmountAccumulated AmortizationNetGross Carrying AmountAccumulated AmortizationNet
Amortizable intangible assets:Amortizable intangible assets:
Customer relationships
Customer relationships
Customer relationshipsCustomer relationships$638.3 $(406.2)$232.1 $627.8 $(373.9)$253.9 
Technology assetsTechnology assets75.3 (34.7)40.6 75.3 (30.8)44.5 
TradenamesTradenames26.1 (6.6)19.5 10.6 (5.1)5.5 
Total amortizable intangible assetsTotal amortizable intangible assets739.7 (447.5)292.2 713.7 (409.8)303.9 
Indefinite-lived intangible assets – tradenamesIndefinite-lived intangible assets – tradenames786.7 — 786.7 898.3 — 898.3 
Total Intangible AssetsTotal Intangible Assets$1,526.4 $(447.5)$1,078.9 $1,612.0 $(409.8)$1,202.2 
During the three month period ended July 2, 2023,March 31, 2024, the Company and H&G segment identified a triggering event for our RejuvenateRejuvenate® tradename attributable to a loss of a key distribution expansion opportunity resulting in a significant shift in consumer purchasing activity and retail inventory management efforts with certain retail customers within the quarterprojected distribution strategy that make up a significant concentration of revenue for the brand and further reducingreduced the anticipated near-term sales for the brand,opportunities and expectations, resulting in the recognition of a $8.0$39.0 million impairment on the indefinite lived intangible asset.
During the prior fiscal quarter, we had identified triggering events associated with the Rejuvenate tradename due to a shift in the projected timing and realization of long-term projected revenues and changes in strategic distribution opportunities, as well as a change in the amount and timing of product innovations being introduced to customers. As a result,six month period ended March 31, 2024, the Company and H&G segment recognized a cumulative impairment loss of $56.0 million for the nine month period ended July 2, 2023 associated with the Rejuvenate tradename.
During the three month period ended July 2, 2023, the Company and HPC segment identified a triggering event attributable to a change in brand strategy for our PowerXLa non-core tradename, intangible asset driven by the reduction in the sales from a decrease in distribution with retail customers, significant pricing adjustments and required incremental promotional spending activity resulting in a substantial shift in actual and projected future revenues for the brand, resulting in the recognition of ana $4.0 million impairment on the indefinite intangible asset of $26.0 million. During the prior fiscal quarter, we had identified a triggering event associated with the PowerXL tradename driven by a decrease in realized sales due to the continuation of retail inventory reduction efforts, lowered consumer demand, increased competition, and adverse macro-economic factors. As a result, during the nine month period ended July 2, 2023, we recognized a cumulative impairment loss of $45.0 million associated with the PowerXL tradename. Additionally, during the three and nine month periods ended July 2, 2023, the Company and HPC segment recognized a triggering event for our George Foreman tradename due to shifts in market demand for related product categories as well as a change in the Company's brand portfolio strategy and projected utilization of the tradename going forward, resulting in the recognition of an impairment on the intangible asset of $19.7 million.assets.
Amortization expense from the intangible assets for the three month periods ended JulyMarch 31, 2024 and April 2, 2023 and July 3, 2022 was $10.5$11.1 million and $13.1$10.5 million, respectively; and for the ninesix month periods ended JulyMarch 31, 2024 and April 2, 2023 and July 3, 2022 was $31.4$22.2 million and $39.9$20.9 million, respectively.
Excluding the impact of any future acquisitions, dispositions or changes in foreign currency, the Company estimates annual amortization expense of intangible assets for the next five fiscal years will be as follows:
(in millions)(in millions)Amortization(in millions)Amortization
2023$42.4 
2024202442.3 
2025202539.8 
2026202639.8 
2027202738.7 
2028

19
SPECTRUM BRANDS HOLDINGS, INC.
SB/RH HOLDINGS, LLC
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(in millions, unaudited)
NOTE 98 – DEBT
Debt with external lenders consists of the following:
July 2, 2023September 30, 2022
(in millions)AmountRateAmountRate
Revolver Facility, variable rate, expiring June 30, 2025$— 8.3 %$740.0 5.7 %
Term Loan Facility, variable rate, due March 3, 2028— 7.3 %394.0 5.2 %
5.75% Notes, due July 15, 2025450.0 5.8 %450.0 5.8 %
4.00% Notes, due October 1, 2026461.7 4.0 %417.1 4.0 %
5.00% Notes, due October 1, 2029300.0 5.0 %300.0 5.0 %
5.50% Notes, due July 15, 2030300.0 5.5 %300.0 5.5 %
3.875% Notes, due March 15, 2031500.0 3.9 %500.0 3.9 %
Obligations under finance leases89.1 5.3 %92.7 5.1 %
Total Spectrum Brands, Inc. debt2,100.8 3,193.8 
Unamortized discount on debt— (0.8)
Debt issuance costs(22.4)(36.2)
Less current portion(459.2)(12.3)
Long-term debt, net of current portion$1,619.2 $3,144.5 
Credit Agreement
On June 20, 2023, following the close of the HHI divestiture, the Company repaid the $392.0 million outstanding balance on its term loans, which constitutes the repayment of all outstanding term loans under the Credit Agreement, (ii) repaid $470.0 million of revolving loans that were drawn under the $600.0 million initial tranche of the Revolver Facility established under the Credit Agreement (the "Initial Revolving Credit Facility Tranche"), which constitutes the repayment of all outstanding revolving loans under such tranche and (iii) repayment of $245.0 million of revolving loans that are drawn under the $500.0 million incremental tranche of the Revolver Facility established under the Credit Agreement (the "Incremental Revolving Credit Facility Tranche"), which constitutes the repayment of all outstanding revolving loans under such tranche. Further, on June 23, 2023, the Company terminated all revolving loan commitments under the Incremental Revolving Credit Facility Tranche while the revolving loan commitments under the Initial Revolving Credit Facility Tranche were not terminated. The Company recognized $8.6 million as interest expense for the three and nine month periods ended July 2, 2023 from the write-down of deferred financing costs and original issuance discount associated with the extinguishment of the Term Loan and termination of the Incremental Revolving Credit Facility Tranche. As of July 2, 2023, our Revolver Facility has a total capacity of $600 million with a borrowing availability of $586.9 million, net of outstanding letters of credit of $13.1 million.
On June 20, 2023, the Company entered into the fifth amendment to the Credit Agreement to transition from London Inter-Bank Offered Rate ("LIBOR") to Secured Overnight Financing Rate ("SOFR") borrowing rates used on borrowings from the Revolver Facility. Borrowings from the Revolver Facility are subject to adjusted SOFR plus margin ranging from 1.75% to 2.75% per annum, or base rate plus margin ranging from 0.75% to 1.75% per annum. The SOFR borrowings are subject to a 0.1% adjustment rate and a 0.75% SOFR floor.
On November 17, 2022, the Company entered into the fourth amendment to the Credit Agreement to temporarily increase the maximum consolidated total net leverage ratio permitted to be no greater than 7.0 to 1.0 before returning to 6.0 to 1.0 at the earliest of (i) September 29, 2023, or (ii) 10 business days after the closing of the HHI divestiture or receipt of the related termination fee. The Company incurred $2.3 million in connection with the fourth amendment, which has been recognized as interest expense for the nine month period ended July 2, 2023. The waiver remained in effect as of July 2, 2023 and expired 10 business days after the close of the HHI divestiture, subsequent to July 2, 2023. The maximum permitted consolidated total net leverage in subsequent periods will be 6.0 to 1.0.
Other
On June 20, 2023, the Company called the remaining $450.0 million aggregate principal amount of 5.750% Senior Notes due 2025 (the "Notes") in full at the redemption price, calculated in accordance with the indenture governing the Notes, plus accrued and unpaid interest. Subsequently, on July 20, 2023, the Company redeemed the Notes.As of July 2, 2023, the $450.0 million aggregate principal amount of the Notes were included as Current Portion of Long-Term Debt on the Condensed Consolidated Statement of Financial Position.
SB/RH
In addition to debt with external lenders, SB/RH has an outstanding loan with its Parent in the amount of $8.1 million, including cumulative interest, with a stated interest rate of 4.01%, due March 15, 2024. The outstanding loan with the Parent is subject to termination or acceleration by the Parent and is included as Current Portion of Long-Term Debt on the SB/RH Condensed Consolidated Statement of Financial Position as of July 2, 2023.

March 31, 2024September 30, 2023
(in millions)AmountRateAmountRate
Spectrum Brands Inc. ("SBI")
4.00% Notes, due October 1, 2026$458.5 4.0 %$448.8 4.0 %
5.00% Notes, due October 1, 2029289.1 5.0 %297.2 5.0 %
5.50% Notes, due July 15, 2030155.7 5.5 %288.5 5.5 %
3.875% Notes, due March 15, 2031413.7 3.9 %453.0 3.9 %
Obligations under finance leases83.5 5.3 %86.4 5.3 %
Total Spectrum Brands, Inc. debt1,400.5 1,573.9 
Debt issuance costs(17.1)(18.4)
Less current portion(9.0)(8.6)
Long-term debt, net of current portion$1,374.4 $1,546.9 
2018
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SPECTRUM BRANDS HOLDINGS, INC.
SB/RH HOLDINGS, LLC
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(in millions, unaudited)
NOTE 8 - DEBT (continued)
Credit Agreement
On October 19, 2023, SBI and SB/RH entered into the Second Amended and Restated Credit Agreement (the “Credit Agreement”), by and among the Company, SB/RH Holdings, Royal Bank of Canada, as the administrative agent, and the lenders party thereto from time to time. The proceeds of the Credit Agreement will be used for working capital needs and other general corporate purposes. The Credit Agreement refinanced the Company’s previous credit agreement and includes certain modified terms from the previous Credit Agreement, including extending the maturity to October 19, 2028, and the reduction of the Revolver Facility to $500.0 million (with a U.S. dollar tranche and a multicurrency tranche). The Credit Agreement contains customary affirmative and negative covenants, including, but not limited to, restrictions on SBI and its restricted subsidiaries' ability to incur indebtedness, create liens, make investments, pay dividends or make certain other distributions, and merge or consolidate or sell assets, in each case subject to certain expectations set forth in the Credit Agreement.
The aggregate commitment amount with respect to (a) the U.S. dollar tranche of the Revolving Facility is $400 million and (b) the multi-currency tranche of the Revolving Facility is $100 million. The commitment fee rate is equal to 0.20% of the unused commitments under the Revolving Facility (which may be increased to a maximum rate equal to 0.40% based on certain total net leverage ratios specified in the Credit Agreement).
All outstanding amounts under the U.S. dollar tranche (if funded in U.S. dollars) will bear interest, at the option of the Company, at a rate per annum equal to (x) Term SOFR, plus a margin ranging between 1.00% to 2.00% per annum (based on certain total net leverage ratios specified in the Credit Agreement) or (y) the Alternate Base Rate (as defined in the Credit Agreement), plus a margin ranging between 0.00% to 1.00% per annum (based on certain total net leverage ratios specified in the Credit Agreement).
The multi-currency tranche (if funded in Euros) will bear interest at a rate per annum equal to the EURIBOR Rate, plus a margin ranging between 1.00% to 2.00% per annum (based on certain total net leverage ratios specified in the Credit Agreement). The multi-currency tranche (if funded in Canadian dollars) will bear interest, at the option of the Company, at a rate per annum equal to (x) Term CORRA (Canadian Overnight Repo Rate Average), plus a margin ranging between 1.00% to 2.00% per annum (based on certain total net leverage ratios specified in the Credit Agreement) or (y) the Canadian Prime Rate, plus a margin ranging between 0.00% to 1.00% per annum (based on certain total net leverage ratios specified in the Credit Agreement). The multi-currency tranche (if funded in Pounds Sterling) will bear interest at a rate per annum equal to the SONIA, plus a margin ranging between 1.00% to 2.00% per annum (based on certain total net leverage ratios specified in the Credit Agreement).
During the six month period ended March 31, 2024, the Company incurred $4.0 million in fees in connection with the closing of the Credit Agreement, with $3.2 million in fees capitalized and amortized as debt issuance costs over the term of the Credit Agreement. As of March 31, 2024, the Company's Revolver Facility has a borrowing availability of $490.3 million, net of outstanding letters of credit of $9.7 million.
Debt Repurchase
During the six month period ended March 31, 2024, the Company repurchased Senior Notes on the open market, at a discount, which are ultimately retired upon receipt. The repurchase of the Company's debt obligations are treated as an extinguishment, with any realized discount recognized as a gain from debt repurchase on the Company's Condensed Consolidated Statements of Income, net any write-off of related deferred financing costs. For the six month period ended March 31, 2024, the Company repurchased $180.1 million of outstanding Senior Notes, consisting of $8.1 million of the 5.00% Senior Notes due October 1, 2029, $132.8 million of the 5.50% Senior Notes due July 15, 2030, and $39.2 million of the 3.875% Senior Notes, due March 15, 2031. As a result of repurchasing outstanding debt notes during the six month period ended March 31, 2024, there was a gain of $4.7 million related to realized gain on the settlement of the obligations recorded, net write-off from associated deferred issuance costs.
NOTE 109 – DERIVATIVES
Derivative financial instruments are used by the Company principally in the management of its foreign currency exchange rates. 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 Pesos, Pound Sterling, or U.S. Dollars. These foreign exchange contracts are cash flow hedges of fluctuating foreign exchange related to inventory purchases or the sale of product. Until the purchase or sale is recognized, the fair value of the related hedge is recorded in Accumulated Other Comprehensive Income ("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 or Net Sales on the Condensed Consolidated Statements of Income. At July 2, 2023,March 31, 2024, the Company had a series of foreign exchange derivative contracts outstanding through December 2024.September 2025. The derivative net loss estimated to be reclassified from AOCI into earnings over the next 12 months is $13.6$4.1 million, net of tax. At July 2, 2023March 31, 2024 and September 30, 2022,2023, the Company had foreign exchange derivative contracts designated as cash flow hedges with a notional value of $331.6$324.8 million and $289.5$320.2 million, respectively.
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SPECTRUM BRANDS HOLDINGS, INC.
SB/RH HOLDINGS, LLC
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(in millions, unaudited)
NOTE 9 – DERIVATIVES (continued)
The following table summarizes the impact of designated cash flow hedges and the pre-tax gain (loss) recognized in the Condensed Consolidated Statements of Income for the three and ninesix month periods ended JulyMarch 31, 2024 and April 2, 2023, and July 3, 2022, respectively:
Unrealized Gain (Loss) in OCI Before ReclassificationReclassified Gain (Loss) to Continuing Operations
Unrealized Gain (Loss) in OCI Before ReclassificationUnrealized Gain (Loss) in OCI Before ReclassificationReclassified Gain (Loss) to Continuing Operations
For the three month periods ended (in millions)For the three month periods ended (in millions)July 2, 2023July 3, 2022Line ItemJuly 2, 2023July 3, 2022For the three month periods ended (in millions)March 31, 2024April 2, 2023Line ItemMarch 31, 2024April 2, 2023
Foreign exchange contractsForeign exchange contracts$0.2 $0.1 Net sales$0.1 $0.1 
Foreign exchange contractsForeign exchange contracts(7.7)7.9 Cost of goods sold(3.7)4.8 
TotalTotal$(7.5)$8.0 $(3.6)$4.9 
Unrealized Gain (Loss) in OCI Before ReclassificationReclassified Gain (Loss) to Continuing Operations
For the nine month periods ended (in millions)July 2, 2023July 3, 2022Line ItemJuly 2, 2023July 3, 2022
Unrealized Gain (Loss) in OCI Before ReclassificationUnrealized Gain (Loss) in OCI Before ReclassificationReclassified Gain (Loss) to Continuing Operations
For the six month periods ended (in millions)For the six month periods ended (in millions)March 31, 2024April 2, 2023Line ItemMarch 31, 2024April 2, 2023
Foreign exchange contractsForeign exchange contracts$0.3 $0.2 Net sales$0.2 $0.1 
Foreign exchange contractsForeign exchange contracts(40.9)11.8 Cost of goods sold(6.2)8.4 
TotalTotal$(40.6)$12.0 $(6.0)$8.5 
Derivative Contracts Not Designated as Hedges for Accounting Purposes
The Company periodically enters into foreign exchange forward contracts to economically hedge a portion of the risk from third party and intercompany payments resulting from existing obligations. These obligations generally require the Company to exchange foreign currencies for, among others, Australian Dollars, Canadian Dollars, Colombian Peso, Euros, Hungarian Forint, Czech Koruna, Japanese Yen, Mexican Pesos, Polish Zloty, Pounds Sterling, Singapore Dollar, Swiss Franc, Turkish Lira, or U.S. Dollars. These foreign exchange contracts are fair value hedges of a related liability or asset recorded in the accompanying Condensed Consolidated Statements of Financial Position. The gain or loss on the derivative hedge contracts is recorded in earnings as an offset to the change in value of the related liability or asset at each period end. At July 2, 2023,March 31, 2024, the Company had a series of forward exchange contracts outstanding through MarchApril 2024. At July 2, 2023March 31, 2024 and September 30, 2022,2023, the Company had $583.6$690.8 million and $513.7$671.5 million, respectively, of notional value of such foreign exchange derivative contracts outstanding.
The following summarizes the impact ofgain (loss) realized from derivative instruments not designated as hedges for accounting purposes on the accompanying Condensed Consolidated Statements of Income for the three and ninesix month periods ended JulyMarch 31, 2024 and April 2, 2023, and July 3, 2022, pre-tax:
Three Month Periods EndedNine Month Periods Ended
Three Month Periods EndedThree Month Periods EndedSix Month Periods Ended
(in millions)(in millions)Line ItemJuly 2, 2023July 3, 2022July 2, 2023July 3, 2022(in millions)Line ItemMarch 31, 2024April 2, 2023March 31, 2024April 2, 2023
Foreign exchange contractsForeign exchange contractsOther non-operating expense (income)$(7.8)$6.2 $(30.2)$5.3 
Fair Value of Derivative Instruments
The fair value of the Company’s outstanding derivative contracts recorded in the Condensed Consolidated Statements of Financial Position is as follows:
(in millions)Line ItemJuly 2, 2023September 30, 2022
Derivative Assets
Foreign exchange contracts – designated as hedgeOther receivables$1.0 $14.4 
Foreign exchange contracts – designated as hedgeDeferred charges and other— 0.4 
Foreign exchange contracts – not designated as hedgeOther receivables7.2 7.4 
Total Derivative Assets$8.2 $22.2 
Derivative Liabilities
Foreign exchange contracts – designated as hedgeAccounts payable$19.2 $— 
Foreign exchange contracts – designated as hedgeOther long term liabilities0.7 1.0 
Foreign exchange contracts – not designated as hedgeAccounts payable1.4 5.0 
Total Derivative Liabilities$21.3 $6.0 
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SPECTRUM BRANDS HOLDINGS, INC.
SB/RH HOLDINGS, LLC
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(in millions, unaudited)
NOTE 10 – DERIVATIVES (continued)
(in millions)Line ItemMarch 31, 2024September 30, 2023
Derivative Assets
Foreign exchange contracts – designated as hedgeOther receivables$0.8 $1.4 
Foreign exchange contracts – designated as hedgeDeferred charges and other0.1 0.1 
Foreign exchange contracts – not designated as hedgeOther receivables2.5 1.8 
Total Derivative Assets$3.4 $3.3 
Derivative Liabilities
Foreign exchange contracts – designated as hedgeAccounts payable$6.4 $8.1 
Foreign exchange contracts – designated as hedgeOther long term liabilities0.4 — 
Foreign exchange contracts – not designated as hedgeAccounts payable11.0 0.9 
Total Derivative Liabilities$17.8 $9.0 
The Company is exposed to the risk of default by the counterparties with which it transacts and generally does not require collateral or other security to support financial instruments subject to credit risk. The Company monitors counterparty credit risk on an individual basis by periodically assessing each counterparty’s credit rating exposure. The maximum loss due to credit risk equals the fair value of the gross asset derivatives that are concentrated with certain domestic and foreign financial institution counterparties. The Company considers these exposures when measuring its credit reserve on its derivative assets, which were not significant as of July 2, 2023.March 31, 2024.
The Company’s standard contracts do not contain credit risk related contingent features whereby the Company would be required to post additional cash collateral because of a credit event. However, the Company is typically required to post collateral in the normal course of business to offset its liability positions. As of July 2, 2023March 31, 2024 and September 30, 2022,2023, there was no cash collateral outstanding and no posted standby letters of credit related to such liability positions.
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SPECTRUM BRANDS HOLDINGS, INC.
SB/RH HOLDINGS, LLC
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(in millions, unaudited)
NOTE 9 – DERIVATIVES (continued)
Net Investment Hedge
Spectrum Brands, Inc. has €425.0 million aggregate principal amount of 4.00% Notes designated as a non-derivative economic hedge, or net investment hedge, of the translation of the Company’s net investments in Euro denominated subsidiaries at the time of issuance. The hedge effectiveness is measured on the beginning balance of the net investment and re-designated every three months. Any gains and losses attributable to the translation of the Euro denominated debt designated as net investment hedge are recognized as a component of foreign currency translation within AOCI, and gains and losses attributable to the translation of the undesignated portion are recognized as foreign currency translation gains or losses within Other Non-Operating Expense (Income). Net gains or losses from the net investment hedge are reclassified from AOCI into earnings upon a liquidation event or deconsolidation of Euro denominated subsidiaries. As of July 2, 2023,March 31, 2024, the full principal amount was designated as a net investment hedge and considered fully effective. The following summarizes the unrealized gain (loss) from the net investment hedge recognized in Other Comprehensive Income for the three and ninesix month periods ended JulyMarch 31, 2024 and April 2, 2023, and July 3, 2022, pre-tax:
Three Month Periods EndedNine Month Periods Ended
Three Month Periods EndedThree Month Periods EndedSix Month Periods Ended
Unrealized Gain (Loss) in OCI (in millions)Unrealized Gain (Loss) in OCI (in millions)July 2, 2023July 3, 2022July 2, 2023July 3, 2022Unrealized Gain (Loss) in OCI (in millions)March 31, 2024April 2, 2023March 31, 2024April 2, 2023
Net investment hedgeNet investment hedge$1.8 $24.8 $(44.6)$47.3 

NOTE 1110 – 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 July 2, 2023March 31, 2024 and September 30, 20222023 according to the fair value hierarchy are as follows:
July 2, 2023September 30, 2022
March 31, 2024March 31, 2024September 30, 2023
(in millions)(in millions)Level 1Level 2Level 3Fair ValueCarrying
Amount		Level 1Level 2Level 3Fair ValueCarrying
Amount		(in millions)Level 1Level 2Level 3Fair ValueCarrying
Amount		Level 1Level 2Level 3Fair ValueCarrying
Amount
Derivative AssetsDerivative Assets$— $8.2 $— $8.2 $8.2 $— $22.2 $— $22.2 $22.2 
Derivative Assets
Derivative Assets
Derivative LiabilitiesDerivative Liabilities— 21.3 — 21.3 21.3 — 6.0 — 6.0 6.0 
DebtDebt— 1,940.0 — 1,940.0 2,078.4 — 2,815.9 — 2,815.9 3,156.8 
The fair value measurements of the Company’s debt represent non-active market exchanged traded securities which are valued at quoted input prices that are directly observable or indirectly observable through corroboration with observable market data.data (Level 2). 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, which are generally based on quoted or observed market prices (Level 2). See Note 98 – Debt for additional detail on outstanding debt. See Note 109 – Derivatives for additional detail on derivative assets and liabilities.
The carrying valuevalues of cash and cash equivalents, receivables, accounts payable and short term debt approximate fair value based on the short-term nature of these assets and liabilities. Goodwill,goodwill, intangible assets and other long-lived assets are tested annually or more frequently if an event occurs that indicates an impairment loss may have been incurred, using fair value measurements with unobservable inputs (Level 3). See Note 7 - Goodwill and Intangible Assets for additional detail.
The carrying values of cash and cash equivalents, short term investments, receivables, accounts payable and short term debt approximate fair value based on the short-term nature of these assets and liabilities.

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SPECTRUM BRANDS HOLDINGS, INC.
SB/RH HOLDINGS, LLC
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(in millions, unaudited)
NOTE 1211 – SHAREHOLDERS' EQUITY
Share Repurchases
On June 17, 2023,The following summarizes the Company’s Boardactivity of Directors approvedcommon stock repurchases for the termination ofthree and six month periods ended March 31, 2024. There was no repurchase activity for the Company’s existingthree and six month periods ended April 2, 2023.
March 31, 2024
Three Month Periods Ended
(in millions except per share data)
Number of
Shares
Repurchased
Average
Price
Per Share
Amount
Open Market Purchases1.2 $80.62 $97.6 
March 31, 2024
Six Month Periods Ended (in millions except per share data)Number of
Shares
Repurchased		Average
Price
Per Share		Amount
Open Market Purchases4.5 $75.41 $340.5 
ASR1.3 65.84 83.2 
Total Purchases5.8 73.32 $423.7 

During the six month period ended March 31, 2024, SBH entered into a $200.0 million rule 10b5-1 repurchase plan to facilitate daily market share repurchase program and the authorization of a new share repurchase program for up to $1.0 billion of Common Stock (the “Maximum Amount”). The new share repurchase program will be in effect from June 17, 2023repurchases through November 15, 2024, until the earliercap is reached or until the plan is terminated. As of March 31, 2024, there has been $108.7 million repurchased pursuant to the Maximum Amount being repurchased thereunder or the suspension, termination or replacement of the program by the Company’s Board of Directors. As part of the share10b5-1 repurchase program, the Company has purchased treasury shares in open market purchases at market fair value along with participating in private purchases from Company employees, significant shareholders and beneficial interest owners at fair value.plan.
On June 20, 2023, the Company entered into an accelerated share repurchase agreement (the “ASR Agreement”) with a third-party financial institution to repurchase an aggregate of $500$500.0 million of the Company’s common stock, par value $0.01 per share. The Company funded the share repurchases under the ASR Agreement, which are being made pursuant to the Company’s new $1.0 billion share repurchase program, with cash on-hand following the closing of the sale of the Company’s HHI segment. Pursuant to the agreement, the Company paid $500.0 million to the financial institution at inception of the agreement and took delivery of 5.3 million shares, which represented 80% of the total shares the company expected to receive based on the market price at the time of the initial delivery. The transaction was accounted for as an equity transaction. The fair value of the initial shares received of $400.0 million were recorded as a treasury stock transaction, with the remainder of $100.0 million recorded as a reduction to additional paid-in capital. Upon initial receipt of the shares, there was an immediate reduction in the weighted average common shares calculation for basic and diluted earnings per share. Upon settlementOn November 21, 2023, the Company closed and settled the ASR resulting in an additional delivery of 1.3 million shares, with a fair value of $83.2 million. The total number of shares repurchased under the ASR program was 6.6 million at an average cost per share of $75.67, based on the volume-weighted average share price of the Company’s common stock during the calculation period of the ASR agreement,program, less the financial institution may deliver additional shares, or the Company may deliver shares, with the final number of shares delivered determined with reference to the volume weighted average price per share of our common stock over the term of the agreement, less a negotiatedapplicable contractual discount. The final settlement of the transaction under the agreement is expected to occur no later than December 20, 2023.
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SPECTRUM BRANDS HOLDINGS, INC.
SB/RH HOLDINGS, LLC
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(in millions, unaudited)
NOTE 12 – SHAREHOLDER’S EQUITY (continued)
The following summarizes the activity of common stock repurchases for the three and nine month periods ended July 2, 2023 and July 3, 2022, excluding the recognition of a 1% excise tax on annual net share repurchases recognized as a component of Treasury Stock on the Company's Condensed Consolidated Statement of Financial Position:
July 2, 2023July 3, 2022
Three Month Periods Ended
(in millions except per share data)
Number of
Shares
Repurchased
Average
Price
Per Share
Amount
Number of
Shares
Repurchased
Average
Price
Per Share
Amount
ASR5.3 $74.86 $400.0 — $— $— 
July 2, 2023July 3, 2022
Nine Month Periods Ended
(in millions except per share data)
Number of
Shares
Repurchased		Average
Price
Per Share		AmountNumber of
Shares
Repurchased		Average
Price
Per Share		Amount
Open Market Purchases— $— $— 1.3 $97.34 $134.0 
ASR5.3 74.86 400.0 — — — 
Total Purchases5.3 $74.86 $400.0 1.3 $97.34 $134.0 
NOTE 1312 – SHARE BASED COMPENSATION
The following is a summary of share based compensation expense included in net loss from continuing operationsSelling, General & Administrative on the Company's Condensed Consolidated Statements of Income for the three and ninesix month periods ended JulyMarch 31, 2024 and April 2, 2023 and July 3, 2022 for SBH and SB/RH, respectively.
Three Month Periods EndedNine Month Periods Ended
Three Month Periods EndedThree Month Periods EndedSix Month Periods Ended
(in millions)(in millions)July 2, 2023July 3, 2022July 2, 2023July 3, 2022(in millions)March 31, 2024April 2, 2023March 31, 2024April 2, 2023
SBHSBH$4.8 $(0.7)$12.5 $11.4 
SB/RHSB/RH4.3 (1.1)11.4 10.7 
The Company recognizes share based compensation expense from the issuance of Restricted Stock Units (“RSUs”), primarily under its Long-Term Incentive Plan ("LTIP"). RSUs granted under the LTIP include time-based grants and performance-based grants. The Company regularly issues annual RSU grants under its LTIP during the first quarter of the fiscal year. Compensation cost is based on the fair value of the awards, as determined by the market price of the Company’s shares of common stock on the designated grant date and recognized on a straight-line basis over the requisite service period of the awards. Time-based RSU awards provide for either three year cliff vesting or graded vesting depending upon the vesting conditions and forfeitures provided by the grant. Performance-based RSU awards are dependent upon achieving specified financial metrics (adjusted EBITDA, return on adjusted equity, and/or adjusted free cash flow) by the end of the three year vesting period. The Company assesses the probability of achievement of the performance conditions and recognizes expense for the awards based on the probable achievement of such metrics. Additionally, the Company regularly issues individual RSU awards under its equity plan to its Board members and individual employees for recognition, incentive, or retention purposes, when needed, which are primarily conditional upon time-based service conditions, valued based on the fair value of the awards as determined by the market price of the Company's share of common stock on the designated grant price date and recognized as a component of share-based compensation on a straight-line basis over the requisite service period of the award. RSUs are subject to forfeiture if employment terminates prior to vesting with forfeitures recognized as they occur. RSUs have dividend equivalents credited to the recipient and are paid only to the extent the RSU vests and the related stock is issued. Shares issued upon exercise of RSUs are sourced from treasury shares when available.
The following is a summary of RSU grants issued during the nine month period ended July 2, 2023:
SBHSB/RH
(in millions, except per share data)UnitsWeighted
Average
Grant Date
Fair Value		Fair
Value
at Grant
Date		UnitsWeighted
Average
Grant Date
Fair Value		Fair
Value
at Grant
Date
Time-based grants
Vesting in less than 12 months0.13 $56.56 $7.2 0.10 $58.64 $5.7 
Vesting in more than 12 months0.14 50.61 7.1 0.14 50.61 7.1 
Total time-based grants0.27 53.44 14.3 0.24 53.89 12.8 
Performance-based grants0.22 50.70 13.9 0.27 50.70 14.0 
Total grants0.49 52.05 $28.2 0.51 52.18 $26.8 

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SPECTRUM BRANDS HOLDINGS, INC.
SB/RH HOLDINGS, LLC
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(in millions, unaudited)
NOTE 12 – SHARE BASED COMPENSATION (continued)
The following is a summary of RSU grants issued during the six month period ended March 31, 2024:
SBHSB/RH
(in millions, except per share data)UnitsWeighted
Average
Grant Date
Fair Value		Fair
Value
at Grant
Date		UnitsWeighted
Average
Grant Date
Fair Value		Fair
Value
at Grant
Date
Time-based grants
Vesting in less than 12 months0.05 $66.80 $3.6 0.03 $67.17 $2.2 
Vesting in more than 12 months0.15 66.73 9.8 0.15 66.73 9.8 
Total time-based grants0.20 66.75 13.4 0.18 66.81 12.0 
Performance-based grants0.24 66.90 16.1 0.24 66.90 16.1 
Total grants0.44 66.83 $29.5 0.42 66.86 $28.1 
NOTE 1413 – ACCUMULATED OTHER COMPREHENSIVE INCOME
The change in the components of AOCI for the ninesix month period ended July 2, 2023,March 31, 2024, was as follows:
(in millions)(in millions)Foreign Currency TranslationDerivative InstrumentsDefined Benefit PensionTotal(in millions)Foreign Currency TranslationDerivative InstrumentsDefined Benefit PensionTotal
Balance at September 30, 2022$(285.9)$16.8 $(34.0)$(303.1)
Balance at September 30, 2023
Other comprehensive income (loss) before reclassificationOther comprehensive income (loss) before reclassification26.6 (25.4)(2.3)(1.1)
Net reclassification for (gain) loss to income from continuing operations— (2.5)0.9 (1.6)
Net reclassification for loss to income from continuing operations
Other comprehensive income (loss) before tax
Other comprehensive income (loss) before tax
Other comprehensive income (loss) before taxOther comprehensive income (loss) before tax26.6 (27.9)(1.4)(2.7)
Deferred tax effectDeferred tax effect8.8 7.2 1.2 17.2 
Other comprehensive income (loss), net of taxOther comprehensive income (loss), net of tax35.4 (20.7)(0.2)14.5 
Less: other comprehensive income from continuing operations attributable to non-controlling interestLess: other comprehensive income from continuing operations attributable to non-controlling interest0.2 — — 0.2 
Less: other comprehensive income from discontinued operations attributable to non-controlling interest0.1 — — 0.1 
Other comprehensive income (loss) attributable to controlling interestOther comprehensive income (loss) attributable to controlling interest35.1 (20.7)(0.2)14.2 
Balance at January 1, 2023(250.8)(3.9)(34.2)(288.9)
Other comprehensive income (loss) before reclassification14.6 (7.1)0.1 7.6 
Net reclassification for loss (gain) to income from continuing operations— 4.9 (0.7)4.2 
Net reclassification for gain to income from discontinued operations— (0.1)— (0.1)
Other comprehensive income (loss) before tax14.6 (2.3)(0.6)11.7 
Other comprehensive income (loss) attributable to controlling interest
Other comprehensive income (loss) attributable to controlling interest
Balance at December 31, 2023
Other comprehensive (loss) income before reclassification
Net reclassification for loss to income from continuing operations
Other comprehensive (loss) income before tax
Other comprehensive (loss) income before tax
Other comprehensive (loss) income before tax
Deferred tax effectDeferred tax effect3.7 0.7 0.1 4.5 
Other comprehensive income (loss), net of tax18.3 (1.6)(0.5)16.2 
Less: other comprehensive income from continuing operations attributable to non-controlling interest0.1 — — 0.1 
Less: other comprehensive income from discontinued operations attributable to non-controlling interest0.1 — — 0.1 
Other comprehensive income (loss) attributable to controlling interest18.1 (1.6)(0.5)16.0 
Balance at April 2, 2023(232.7)(5.5)(34.7)(272.9)
Other comprehensive income (loss) before reclassification11.6 (9.0)(1.2)1.4 
Net reclassification for loss to income from continuing operations— 3.6 1.0 4.6 
Net reclassification for loss (gain) to income from discontinued operations— 2.4 (0.1)2.3 
Other comprehensive income (loss) before tax11.6 (3.0)(0.3)8.3 
Deferred tax effect(0.4)0.8 — 0.4 
Other comprehensive income (loss), net of tax11.2 (2.2)(0.3)8.7 
Deconsolidation of discontinued operations26.6 — (0.5)$26.1 
Net change to determine comprehensive income for the period37.8 (2.2)(0.8)34.8 
Other comprehensive (loss) income , net of tax
Less: other comprehensive loss from continuing operations attributable to non-controlling interest
Less: other comprehensive loss from discontinued operations attributable to non-controlling interest(0.2)— — (0.2)
Less: Deconsolidation of discontinued operations0.7 — — 0.7 
Other comprehensive income (loss) attributable to controlling interest37.3 (2.2)(0.8)34.3 
Balance at July 2, 2023$(195.4)$(7.7)$(35.5)$(238.6)
Other comprehensive (loss) income attributable to controlling interest
Other comprehensive (loss) income attributable to controlling interest
Other comprehensive (loss) income attributable to controlling interest
Balance at March 31, 2024
The following table presents reclassifications of the gain (loss) on the Condensed Consolidated Statements of Income from AOCI for the periods indicated:
(in millions)
(in millions)(in millions)Three Month Period Ended July 2, 2023Nine Month Period Ended July 2, 2023(in millions)Three Month Period Ended March 31, 2024Six Month Period Ended March 31, 2024
Foreign Currency TranslationDerivative InstrumentsDefined Benefit PensionTotalForeign Currency TranslationDerivative InstrumentsDefined Benefit PensionTotalDerivative InstrumentsDefined Benefit PensionTotalDerivative InstrumentsDefined Benefit PensionTotal
Net SalesNet Sales$— $0.1 $— $0.1 $— $0.2 $— $0.2 
Cost of goods soldCost of goods sold— (3.7)— (3.7)— (6.2)— (6.2)
Other non-operating expense (income), netOther non-operating expense (income), net— — (1.0)(1.0)— — (1.2)(1.2)
Income from discontinued operations, net of tax(26.6)(2.4)0.6 (28.4)(26.6)(2.3)0.6 (28.3)
Other non-operating expense (income), net
Other non-operating expense (income), net
2423
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SPECTRUM BRANDS HOLDINGS, INC.
SB/RH HOLDINGS, LLC
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(in millions, unaudited)
NOTE 1413 – ACCUMULATED OTHER COMPREHENSIVE INCOME (continued)
The change in the components of AOCI for the ninesix month period ended July 3, 2022,April 2, 2023, was as follows:
(in millions)Foreign Currency TranslationDerivative InstrumentsDefined Benefit PensionTotal
Balance at September 30, 2021$(194.8)$6.4 $(46.9)$(235.3)
Other comprehensive income before reclassification6.8 1.2 0.6 8.6 
Net reclassification for (gain) loss to income from continuing operations— (2.1)1.0 (1.1)
Net reclassification for gain to income from discontinued operations— (0.5)— (0.5)
Other comprehensive income (loss) before tax6.8 (1.4)1.6 7.0 
Deferred tax effect(4.5)4.5 (2.9)(2.9)
Other comprehensive income (loss), net of tax2.3 3.1 (1.3)4.1 
Less: other comprehensive income from continuing operations attributable to non-controlling interest0.1 — — 0.1 
Other comprehensive income (loss) attributable to controlling interest2.2 3.1 (1.3)4.0 
Balance at January 2, 2022(192.6)9.5 (48.2)(231.3)
Other comprehensive (loss) income before reclassification(1.6)6.4 1.0 5.8 
Net reclassification for (gain) loss to income from continuing operations— (1.5)1.0 (0.5)
Net reclassification for gain to income from discontinued operations— (0.7)— (0.7)
Other comprehensive (loss) income before tax(1.6)4.2 2.0 4.6 
Deferred tax effect(3.1)(1.0)(0.6)(4.7)
Other comprehensive (loss) income, net of tax(4.7)3.2 1.4 (0.1)
Less: other comprehensive loss from continuing operations attributable to non-controlling interest(0.1)— — (0.1)
Other comprehensive (loss) income attributable to controlling interest(4.6)3.2 1.4 — 
Balance at April 3, 2022(197.2)12.7 (46.8)(231.3)
Other comprehensive (loss) income before reclassification(26.7)4.3 2.3 (20.1)
Net reclassification for (gain) loss to income from continuing operations— (4.9)1.1 (3.8)
Net reclassification for gain to income from discontinued operations— (0.9)(0.1)(1.0)
Other comprehensive (loss) income before tax(26.7)(1.5)3.3 (24.9)
Deferred tax effect(6.6)0.9 (0.9)(6.6)
Other comprehensive loss, net of tax(33.3)(0.6)2.4 (31.5)
Less: other comprehensive loss from continuing operations attributable to non-controlling interest(0.1)— — (0.1)
Less: other comprehensive loss from discontinued operations attributable to non-controlling interest(0.3)— — (0.3)
Other comprehensive (loss) income attributable to controlling interest(32.9)(0.6)2.4 (31.1)
Balance at July 3, 2022$(230.1)$12.1 $(44.4)$(262.4)
(in millions)Foreign Currency TranslationDerivative InstrumentsDefined Benefit PensionTotal
Balance at September 30, 2022$(285.9)$16.8 $(34.0)$(303.1)
Other comprehensive income (loss) before reclassification26.6 (25.4)(2.3)(1.1)
Net reclassification for (gain) loss to income from continuing operations— (2.5)0.9 (1.6)
Other comprehensive income (loss) before tax26.6 (27.9)(1.4)(2.7)
Deferred tax effect8.8 7.2 1.2 17.2 
Other comprehensive income (loss), net of tax35.4 (20.7)(0.2)14.5 
Less: other comprehensive income from continuing operations attributable to non-controlling interest0.2 — — 0.2 
Less: other comprehensive income from discontinued operations attributable to non-controlling interest0.1 — — 0.1 
Other comprehensive income (loss) attributable to controlling interest35.1 (20.7)(0.2)14.2 
Balance at January 1, 2023(250.8)(3.9)(34.2)(288.9)
Other comprehensive income (loss) before reclassification14.6 (7.1)0.1 7.6 
Net reclassification for loss (gain) to income from continuing operations— 4.9 (0.7)4.2 
Net reclassification for gain to income from discontinued operations— (0.1)— (0.1)
Other comprehensive income (loss) before tax14.6 (2.3)(0.6)11.7 
Deferred tax effect3.7 0.7 0.1 4.5 
Other comprehensive income (loss), net of tax18.3 (1.6)(0.5)16.2 
Less: other comprehensive income from continuing operations attributable to non-controlling interest0.1 — — 0.1 
Less: other comprehensive income from discontinued operations attributable to non-controlling interest0.1 — — 0.1 
Other comprehensive income (loss) attributable to controlling interest18.1 (1.6)(0.5)16.0 
Balance at April 2, 2023$(232.7)$(5.5)$(34.7)$(272.9)
The following table presents reclassifications of the gain (loss) on the Condensed Consolidated Statements of Income from AOCI for the periods indicated:
(in millions)(in millions)Three Month Period Ended July 3, 2022Nine Month Period Ended July 3, 2022(in millions)Three Month Period Ended April 2, 2023Six Month Period Ended April 2, 2023
Derivative InstrumentsDefined Benefit PensionTotalDerivative InstrumentsDefined Benefit PensionTotalDerivative InstrumentsDefined Benefit PensionTotalDerivative InstrumentsDefined Benefit PensionTotal
Net SalesNet Sales$0.1 $— $0.1 $0.1 $— $0.1 
Cost of goods soldCost of goods sold4.8 — 4.8 8.4 — 8.4 
Other non-operating expense (income), netOther non-operating expense (income), net— (1.1)(1.1)— (3.1)(3.1)
Other non-operating expense (income), net
Other non-operating expense (income), net
Income from discontinued operations, net of taxIncome from discontinued operations, net of tax0.9 0.1 1.0 2.1 0.1 2.2 
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SPECTRUM BRANDS HOLDINGS, INC.
SB/RH HOLDINGS, LLC
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(in millions, unaudited)
NOTE 1514 – INCOME TAXES
The effective tax rate for the three and ninesix month periods ended JulyMarch 31, 2024 and April 2, 2023, and July 3, 2022, was as follows:
Three Month Periods EndedNine Month Periods Ended
Three Month Periods EndedThree Month Periods EndedSix Month Periods Ended
Effective tax rateEffective tax rateJuly 2, 2023July 3, 2022July 2, 2023July 3, 2022Effective tax rateMarch 31, 2024April 2, 2023March 31, 2024April 2, 2023
SBHSBH(8.8)%40.2 %10.3 %28.5 %SBH33.8 %31.7 %36.0 %29.0 %
SB/RHSB/RH(10.8)%34.9 %9.2 %28.6 %SB/RH33.7 %31.2 %35.5 %28.7 %
The estimated annual effective tax rate applied to the three and ninesix month periods ended July 2, 2023,March 31, 2024, differs from the US federal statutory rate of 21% principally due to income earned outside the U.S. that is subject to U.S. tax, including the U.S. tax on global intangible low taxed income (“GILTI”), certain nondeductible expenses, foreign currency impacts, state income taxes, and foreign rates that differ from the U.S. federal statutory rate. During Fiscal 2023, thecertain nondeductible expenses. The Company hadis projecting a U.S. net operating loss carryforwards ("NOL"), for Fiscal 2024, which diddoes not allow it to take advantage of the foreign-derived intangible income deduction.deduction or foreign tax credits on its GILTI income. The Company’s federal effective tax rate on GILTI was therefore 21%. During the nine month period ended July 2, 2023, the Company recorded a discrete $56.1 million tax benefit related to the impairment of goodwill and certain intangible assets.
The Company realized a U.S. taxable gain on the HHI divestiture entered into during the three month period ended July 2, 2023, which resulted in the utilization of all available U.S. federal and substantially all available U.S. state NOLs and credits. Certain NOLs could not be used due to limitations related to prior ownership changes under Section 382 of the Internal Revenue Code.
As a result of the HHI divestiture, the Company may be able to claim foreign tax credits and foreign-derived intangible income deductions in continuing operations in future periods.

As of July 2, 2023March 31, 2024 and September 30, 2022,2023, there was $505.7$88.7 million of U.S. federal income taxes payables and $2.7$77.8 million of U.S. federal income taxes receivable respectively, withfrom its parent company on the SB/RH Condensed Consolidated Statements of Financial Position, calculated as if SB/RH were a separate taxpayer.
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SPECTRUM BRANDS HOLDINGS, INC.
SB/RH HOLDINGS, LLC
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(in millions, unaudited)
NOTE 1615 – COMMITMENTS AND CONTINGENCIES
The Company is a defendant in various litigation matters generally arising out of the ordinary course of business. Based on information currently available, the Company does not believe that any additional matters or proceedings presently pending will have a material adverse effect on its results of operations, financial condition, liquidity or cash flows.
Environmental Liability. The Company has realized commitments attributable to environmental remediation activities primarily associated with former manufacturing sites of the Company's HPC segment. In coordination with local and federal regulatory agencies, we have conducted testing on certain sites, which have resulted in the identification of contamination that has been attributed to historical activities at the properties, resulting in the realization of incremental costs to be assumed by the Company towards the remediation of these properties and the recognition of an environmental remediation liability. We have not conducted invasive testing at all sites and locations and have identified an environmental remediation liability to the extent such remediation requirements have been identified and are considered estimable.
As of July 2, 2023,March 31, 2024, there was an environmental remediation liability of $5.9$4.9 million, with $1.5$1.1 million included in Other Current Liabilities and $4.4$3.8 million included in Other Long-Term Liabilities on the Condensed Consolidated Statements of Financial Position. As of September 30, 2022,2023, there was an environmental remediation liability of $8.8$5.4 million, with $4.7$1.5 million included in Other Current Liabilities and $4.1$3.9 million included in Other Long-Term Liabilities on the Condensed Consolidated Statements of Financial Position. The Company believes that any additional liability in excess of the amounts provided that may result from resolution of these matters will not have a material adverse effect on the consolidated financial condition, results of operations, or cash flows of the Company.
Product Liability. The Company may be named as a defendant in lawsuits involving product liability claims. The Company has recorded and maintains an estimated liability in the amount of management’s estimate for aggregate exposure for such liabilities based upon probable loss from loss reports, individual cases, and losses incurred but not reported. As of July 2, 2023March 31, 2024 and September 30, 2022,2023, the Company recognized $3.4$2.6 million and $3.0 million, respectively, in product liability, included in Other Current Liabilities on the Condensed Consolidated Statements of Financial Position. The Company believes that any additional liability in excess of the amounts provided that may result from resolution of these matters will not have a material adverse effect on the consolidated financial condition, results of operations or cash flows of the Company.
Product Warranty. The Company recognizes an estimated liability for standard warranties on certain products when we recognize revenue on the sale of the warranted products. Estimated warranty costs incorporate replacement parts, products and delivery, and are recorded as a cost of goods sold at the time of product shipment based on historical and projected warranty claim rates, claims experience and any additional anticipated future costs on previously sold products. The Company recognized $0.3$0.2 million and $0.4$0.3 millionof warranty accruals as of July 2, 2023March 31, 2024 and September 30, 2022, respectively,2023, included in Other Current Liabilities on the Condensed Consolidated Statements of Financial Position.
Product Safety Recall.Recalls. During the yearyears ended September 30, 2022 and 2023, the Company and its HPC segment initiated voluntary product safety recalls in collaboration with the U.S. Consumer Product Safety Commission ("CPSC"), for specific products, suspending sales of the affected products and issuing a stop sale with its customers. The Company has assessed the incremental costs attributable to the recall, including the anticipated returns of retail inventory from customers, for existing retail inventory, write-off of affected inventory, on hand, 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. Certain products were remediated through the issuance of replacement parts and did not require a full recall of the affected product, with costs included to facilitate the remediation, rework and related shipping and handling. During the three month period ended March 31, 2024, the Company was required by the CPSC to reissue a recall that was previously remediated through the issuance of a replacement part in accordance with previously agreed-up remediation plans with the CPSC, expanding the requirements to issue a complete recall of the affected product. As a result, the reissued recall resulted in the recognition of incremental costs and reserves to address inventory returns from customers, write-off of the affected inventory, consumer refunds and other costs to facilitate the reissued recall. As a result, the Company recognized $6.2 million and $7.5$6.0 million as of July 2, 2023March 31, 2024 and September 30, 2022,2023, respectively, in Other Current Liabilities on the Consolidated Statement of Financial Position associated with the estimated costs for the recalls. Additionally, for certain products affected by the recalls, the Company has indemnification provisions that are contractually provided by third parties for the affected products and as a result the Company has also recognized $7.1$6.7 million and $4.7$7.1 million as of July 2, 2023March 31, 2024 and September 30, 2022,2023, respectively, in Other Receivables on the Condensed Consolidated Statement of Financial Position related to recovery from such indemnification provisions.
Representation and Warranty Insurance Proceeds. On February 18, 2022, the Company acquired all of the membership interests in HPC Brands, LLC, which consist of the home appliances and cookware business of Tristar Products, Inc. (the "Tristar Business") pursuant to a Membership Interest Purchase agreement dated February 3, 2022 (the "Acquisition Agreement"). During the year ended September 30, 2023, the Company submitted a claim under its representation and warranty insurance policies, seeking coverage for losses resulting from breaches of certain representations and warranties in the Acquisition Agreement. During the three and six month periods ended March 31, 2024, the Company recognized a gain of $65.0 million on the Condensed Consolidated Statement of Income attributable to insurance proceeds received from its representation and warranty insurance policies. As of March 31, 2024, the Company has recognized cash receipts of $50.0 million associated with the insurance proceeds and $15.0 million as Other Receivables on the Condensed Statement of Financial Position based on the settlement agreement for the remaining portion which was received in April 2024.
26
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SPECTRUM BRANDS HOLDINGS, INC.
SB/RH HOLDINGS, LLC
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(in millions, unaudited)
NOTE 1716 – SEGMENT INFORMATION
Net sales relating to the segments for the three and ninesix month periods ended JulyMarch 31, 2024 and April 2, 2023, and July 3, 2022, are as follows:
Three Month Periods EndedNine Month Periods Ended
Three Month Periods EndedThree Month Periods EndedSix Month Periods Ended
(in millions)(in millions)July 2, 2023July 3, 2022July 2, 2023July 3, 2022(in millions)March 31, 2024April 2, 2023March 31, 2024April 2, 2023
GPC
GPC
GPCGPC$272.3 $290.2 $846.5 $887.5 
H&GH&G186.6 198.5 411.3 470.3 
HPCHPC276.6 329.3 920.3 1,025.2 
Net salesNet sales$735.5 $818.0 $2,178.1 $2,383.0 
The Chief Operating Decision Maker of the Company uses Adjusted EBITDA as the primary operating metric in evaluating the business and making operating decisions. EBITDA is calculated by excluding the Company’s income tax expense, interest expense, depreciation expense and amortization expense (from intangible assets) from net income. Adjusted EBITDA further excludes:excludes
•Share based compensation costs consist of costs associated with long-term incentive compensation arrangements that generally consist of non-cash, stock-based compensation. See Note 1312 – Share Based Compensation for further details;
•Incremental amounts attributable toproject costs associated with strategic transactions, restructuring and business developmentoptimization initiatives including, but not limited to, the acquisition or divestitures of a business, costs to effect and facilitate a transaction, including such cost to integrate or separate the respective business.business, development and implementation of strategies to optimize operations, reduce costs, increase revenues, improve profit margins, including recognition of one-time exit or disposal costs. These amounts are excluded from our performance metrics as they are reflective of incremental investment by the Company towards strategic initiatives and business development activities, incrementalactivities. Incremental costs directly attributable to such transactions andinitiatives are not considered recurring or reflective of the continuing ongoing operations of the consolidated group or segments;
•segments. Refer to the Incremental amounts realized towardsStrategic transactions, restructuring and optimization projects including, but not limited to, costs towardsinitiatives discussion within the development and implementation of strategies to optimize operations and improve efficiency, reduce costs, increase revenues, increase or maintain our current profit margins, including recognition of one-time exit or disposal costs. These amounts are excluded from our ongoing performance metrics as they are reflective of incremental investment by the Company towards significant initiatives controlled by management, incremental costs directly attributable to such initiatives, indirect impact or disruption to operating performance during implementation, and are not considered recurring or reflective of the continuing ongoing operations of the consolidated group or segments;
•Unallocated shared costs associated with discontinued operations from certain shared and center-led administrative functions the Company's business units excluded from income from discontinued operations as they are not a direct cost of the discontinued business but a result of indirect allocations, including but not limited to, information technology, human resources, finance and accounting, supply chain, and commercial operations. Amounts attributable to unallocated shared costs would be mitigated through subsequent strategic or restructuring initiatives, TSAs, elimination of extraneous costs, or re-allocations or absorption of existing continuing operations following the completed sale of the discontinued operations. See Overview Note 2 – Divestituressection, included elsewhere in this Quarterly Report, for further details;discussion;
•Non-cash purchase accounting adjustments recognized in earnings from continuing operations subsequent to an acquisition, including, but not limited to, the costs attributable to the step-up in inventory value, and the incremental value in operating lease assets with below market rent, among others;
•Non-cash gain fromothers. During the reduction inthree and six month periods ended March 31, 2024 and April 2, 2023, the contingent consideration liability associated withCompany recognized non-cash expense due to the incremental value recognized as part of the Tristar Business acquisition in the prior year;on right of use operating leases with below market rent;
•Non-cash asset impairments or write-offs realized and recognized in earnings from continuing operations, including impairments from property, plant and equipment, operating and finance leases, and goodwill and other intangible assets.assets, when applicable. During the three and six month period ended March 31, 2024, the Company recognized impairments of its Rejuvenate® and a non-core HPC tradename indefinite lived intangible assets, along with an impairment charge on a right of use operating lease asset associated with an HPC facility that was exited prior to end of its term. See Note 7 - Property PlantGoodwill and Equipment Intangibles, for further details. During the three and six month period ended April 2, 2023, the Company recognized impairment of indefinite lived intangible assets for its Rejuvenate® and PowerXL® indefinite lived tradenames, along with an impairment on idle equipment associated with the early exit of a GPC warehouse lease and impairments on right of use operating lease assets associated with GPC and HPC facilities that were exited prior to the end of their term;
•Gain realized from proceeds received on the representation and warranties insurance policies associated with the Tristar Business acquisition. Refer to Note 815 - GoodwillCommitment and Intangible AssetsContingencies in the Notes to the Condensed Consolidated Financial Statements included elsewhere in this Quarterly Report for further details;
•Incremental reserves for non-recurring litigation or environmental remediation activity attributable to significant and unusual nonrecurring matters with no previous history or precedent. During the three and six month periods ended March 31, 2024, such costs were directly attributable to legal costs incurred for the proceeds received from the representation and warranties insurance policies associated with the Tristar Business acquisition. Refer to Note 15 - Commitment and Contingencies for further details;
•ImpactNon-cash gain realized from the repurchase of debt obligations at a discount, net deferred financing costs, during the three and six month periods ended March 31, 2024;
•Incremental costs associated with the recognition of product recall costs incurred by the HPC segment in collaboration with the CPSC, initiated at the end of the year ended September 30 2022 and during the year ended September 30, 2023, resulting in the accrual and recognition of incremental costs for the recall, product returns from customers, write-off of inventory on hand, and other costs such as notification, shipping and handling, rework and destruction of affected products, and consumer refunds, as needed. Such costs are not recurring and directly attributable to the recall event, excluding all other costs associated with product warranty and returns. During the three month period ended March 31, 2024, the Company was required by the CPSC to reissue a previously issued recall to provide a cash refund to customers, resulting in the recognition of incremental costs and reserves See Note 15 - Commitments and Contingencies for further details;
•Unallocated shared costs reflect the costs associated with certain shared and center-led administrative functions such as information technology, human resources, finance and accounting, supply chain and commercial operations, supporting the HHI business during the period the Company owned and operated the business through the close of the HHI divestiture on June 20, 2023. Such costs are excluded from income from discontinued operations as they are not a direct cost of the discontinued business but a result of indirect allocations in accordance of US GAAP, but reflected as part of income from continuing operations for all periods presented, and requiring retroactive adjustment for all periods presented. HHI was previously a segment of the consolidated group and was excluded from the consolidated Adjusted EBITDA since being recognized as discontinued operations. As a result, for all periods in which HHI was owned and operated by the Company, including comparable periods requiring retroactive adjustment, the adjustment is recognized to reconcile net income from continuing operations to Adjusted EBITDA of the remaining segments of the consolidated group. With the close of the HHI divestiture on June 20, 2023, there is no adjustment recognized as such shared costs are mitigated through income from TSAs during the transition period post-separation, with subsequent restructuring initiatives to rightsize extraneous costs. See Note 2 – Divestitures in Notes to the Condensed Consolidated Financial Statements, included elsewhere in this Quarterly Report for further details;
•Non-cash gain from the remeasurement in the contingent consideration liability associated with the Tristar Business acquisition during the six month period ended March 31, 2023;
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SPECTRUM BRANDS HOLDINGS, INC.
SB/RH HOLDINGS, LLC
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(in millions, unaudited)
NOTE 16 - SEGMENT INFORMATION (continued)
•For the three and six month periods ended April 2, 2023, the impact from the early settlement of foreign currency cash flow hedges induring the prior year ended September 30, 2022, resulting in subsequent assumed losses at the original stated maturities of foreign currency cash flow hedges in our EMEA region that were settled early in the prior year due to changes in the Company's legal entity organizational structure and forecasted purchasing strategy of HPC finished goods inventory within the region, resulting in the recognition of excluded gains in the prior year intended to mitigate costs throughduring the year ending September 30, 2023;
•Incremental costs recognized by the HPC segment attributable to the realization of product recalls initiated in the prior year. See Note 16 - Commitments and Contingencies for further details;
•Incremental reserves for non-recurring litigation or environmental remediation activity including the proposed settlement on outstanding litigation matters at our H&G and HPC segments attributable to significant and unusual nonrecurring matters with no previous history or precedent and any subsequent changes in estimate or remeasurement realized upon settlement; and
•Other adjustments are primarily attributable to: (1) costs associated with Salus as they are not considered a component of the continuing commercial products company; (2) key executive severance relatedand other one-time compensatory costs; and (3)(2) non-recurring unusual insurable losses, associated with hurricane damages at a key supplierincluding any the receipt of our Glofish business and loss realized from misapplied funds duringinsurance proceeds or recovery realized.
Segment Adjusted EBITDA for the reportable segments for SBH for the three and ninesix month periods ended JulyMarch 31, 2024 and April 2, 2023.2023, are as follows:

Three Month Periods EndedSix Month Periods Ended
(in millions)March 31, 2024April 2, 2023March 31, 2024April 2, 2023
GPC$62.3 $46.3 $115.1 $83.5 
H&G29.2 15.1 28.5 12.8 
HPC17.8 (1.9)44.5 11.3 
Total segment adjusted EBITDA109.3 59.5 188.1 107.6 
Corporate(3.0)8.5 (8.5)16.8 
Interest expense16.9 31.6 36.1 65.0 
Depreciation14.3 11.9 28.8 24.1 
Amortization11.1 10.5 22.2 20.9 
Share based compensation4.5 4.5 8.4 7.7 
HHI divestiture and separation costs0.8 1.4 2.1 2.9 
HPC separation initiatives2.8 1.1 3.1 3.5 
Tristar integration— 4.0 — 9.7 
Fiscal 2023 and 2022 restructuring0.4 4.6 0.9 5.1 
Global ERP transformation3.9 3.3 6.9 4.9 
Russia closing initiative— (0.1)— 2.8 
Other project costs0.1 6.5 0.1 11.9 
Non-cash purchase accounting adjustments0.5 0.5 0.9 0.9 
Impairment of equipment and operating lease assets0.5 4.2 0.5 4.5 
Impairment of intangible assets39.0 67.0 43.0 67.0 
Representation and warranty insurance proceeds(65.0)— (65.0)— 
Legal and environmental0.3 — 1.5 — 
Gain from debt repurchase— — (4.7)— 
HPC product recall6.7 1.6 6.0 1.9 
Unallocated shared costs— 6.3 — 12.5 
Early settlement of foreign currency cash flow hedges— 1.3 — 3.9 
Gain from remeasurement of contingent consideration liability— — — (1.5)
Other0.1 0.6 0.5 5.0 
Income (loss) from continuing operations before income taxes$75.4 $(109.8)$105.3 $(161.9)
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SPECTRUM BRANDS HOLDINGS, INC.
SB/RH HOLDINGS, LLC
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(in millions, unaudited)
NOTE 17 - SEGMENT INFORMATION (continued)
Segment Adjusted EBITDA for the reportable segments for SBH for the three and nine month periods ended July 2, 2023 and July 3, 2022, are as follows:
Three Month Periods EndedNine Month Periods Ended
SBH (in millions)July 2, 2023July 3, 2022July 2, 2023July 3, 2022
GPC$53.6 $40.9 $137.1 $120.2 
H&G38.6 42.8 51.4 73.1 
HPC11.4 3.6 22.7 41.6 
Total segment adjusted EBITDA103.6 87.3 211.2 234.9 
Corporate5.1 7.2 21.9 26.5 
Interest expense38.9 26.0 103.9 72.4 
Depreciation12.1 12.3 36.2 36.6 
Amortization10.5 13.1 31.4 39.9 
Share and incentive based compensation4.8 (0.7)12.5 11.4 
Tristar acquisition and integration1.0 5.6 10.7 20.0 
HHI divestiture4.0 0.6 6.9 6.1 
HPC separation initiatives0.5 10.7 4.0 15.4 
Coevorden operations separation— 1.9 2.7 7.3 
Rejuvenate integration— — — 7.0 
Armitage integration— 0.1 — 1.4 
Omega integration— 0.1 — 1.5 
Fiscal 2023 restructuring0.9 — 5.3 — 
Fiscal 2022 restructuring— 8.1 0.7 8.1 
Russia closing initiatives0.2 0.4 2.9 4.0 
Global ERP transformation3.7 3.4 8.5 9.4 
HPC brand portfolio transitions0.7 0.3 2.1 0.3 
GPC distribution center transition— 8.4 — 28.3 
Global productivity improvement program— 1.2 — 5.2 
Other project costs1.2 4.1 8.9 10.7 
Unallocated shared costs5.3 7.0 18.1 20.7 
Non-cash purchase accounting adjustments0.5 4.3 1.4 7.8 
Gain from remeasurement of contingent consideration liability— (25.0)(1.5)(25.0)
Impairment of equipment and operating lease assets3.6 — 8.1 — 
Impairment of goodwill111.1 — 111.1 — 
Impairment of intangible assets53.7 — 120.7 — 
Early settlement of foreign currency cash flow hedges0.7 (8.2)4.6 (8.2)
Legal and environmental1.5 — 1.5 (0.5)
HPC product recall1.9 — 3.8 — 
Salus and other— 1.4 5.0 1.7 
(Loss) income from continuing operations before income taxes$(158.3)$5.0 $(320.2)$(73.1)
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SPECTRUM BRANDS HOLDINGS, INC.
SB/RH HOLDINGS, LLC
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(in millions, unaudited)
NOTE 1716 - SEGMENT INFORMATION (continued)
Segment Adjusted EBITDA for reportable segments for SB/RH for the three and ninesix month periods ended JulyMarch 31, 2024 and April 2, 2023, and July 3, 2022, are as follows:
Three Month Periods EndedNine Month Periods Ended
SB/RH (in millions)July 2, 2023July 3, 2022July 2, 2023July 3, 2022
Three Month Periods EndedThree Month Periods EndedSix Month Periods Ended
(in millions)(in millions)March 31, 2024April 2, 2023March 31, 2024April 2, 2023
GPCGPC$53.6 $40.9 $137.1 $120.2 
H&GH&G38.6 42.8 51.4 73.1 
HPCHPC11.4 3.6 22.7 41.6 
Total segment adjusted EBITDATotal segment adjusted EBITDA103.6 87.3 211.2 234.9 
CorporateCorporate4.8 6.7 21.5 25.5 
Interest expenseInterest expense38.2 26.1 103.3 72.7 
DepreciationDepreciation12.1 12.3 36.2 36.6 
AmortizationAmortization10.5 13.1 31.4 39.9 
Share and incentive based compensation4.3 (1.1)11.4 10.7 
Tristar acquisition and integration1.0 5.6 10.7 20.0 
HHI divestiture4.0 0.6 6.9 6.1 
Share based compensation
HHI divestiture and separation costs
HHI divestiture and separation costs
HHI divestiture and separation costs
HPC separation initiativesHPC separation initiatives0.5 10.7 4.0 15.4 
Coevorden operations separation— 1.9 2.7 7.3 
Rejuvenate integration— — — 7.0 
Armitage integration— 0.1 — 1.4 
Omega integration— 0.1 — 1.5 
Fiscal 2023 restructuring0.9 — 5.3 — 
Fiscal 2022 restructuring— 8.1 0.7 8.1 
Russia closing initiatives0.2 0.4 2.9 4.0 
Tristar integration
Fiscal 2023 and 2022 restructuring
Global ERP transformationGlobal ERP transformation3.7 3.4 8.5 9.4 
HPC brand portfolio transitions0.7 0.3 2.1 0.3 
GPC distribution center transition— 8.4 — 28.3 
Global productivity improvement program— 1.2 — 5.2 
Russia closing initiative
Other project costsOther project costs1.2 4.1 8.9 10.7 
Other project costs
Other project costs
Non-cash purchase accounting adjustments
Impairment of equipment and operating lease assets
Impairment of intangible assets
Representation and warranty insurance proceeds
Representation and warranty insurance proceeds
Representation and warranty insurance proceeds
Legal and environmental
Legal and environmental
Legal and environmental
Gain from debt repurchase
HPC product recall
Unallocated shared costsUnallocated shared costs5.3 7.0 18.1 20.7 
Non-cash purchase accounting adjustments0.5 4.3 1.4 7.8 
Early settlement of foreign currency cash flow hedges
Gain from remeasurement of contingent consideration liabilityGain from remeasurement of contingent consideration liability— (25.0)(1.5)(25.0)
Impairment of equipment and operating lease assets3.6 — 8.1 — 
Impairment of goodwill111.1 — 111.1 — 
Impairment of intangible assets53.7 — 120.7 — 
Early settlement of foreign currency cash flow hedges0.7 (8.2)4.6 (8.2)
Legal and environmental1.5 — 1.5 (0.5)
HPC product recall1.9 — 3.8 — 
OtherOther— 1.5 5.0 1.4 
(Loss) income from continuing operations before income taxes$(156.8)$5.7 $(318.1)$(71.4)
Income (loss) from continuing operations before income taxes

NOTE 17 – EARNINGS PER SHARE – SBH
The reconciliation of the numerator and denominator of the basic and diluted earnings per share calculation and the anti-dilutive shares for the three and six month periods ended March 31, 2024 and April 2, 2023, are as follows:
Three Month Periods EndedSix Month Periods Ended
(in millions, except per share amounts)March 31, 2024April 2, 2023March 31, 2024April 2, 2023
Numerator
Net income (loss) from continuing operations attributable to controlling interest$50.1 $(75.1)$67.5 $(115.3)
Income from discontinued operations attributable to controlling interest, net of tax11.0 21.4 22.7 40.7 
Net income (loss) attributable to controlling interest$61.1 $(53.7)$90.2 $(74.6)
Denominator
Weighted average shares outstanding – basic30.2 41.0 32.1 40.9 
Dilutive shares0.2 — 0.1 — 
Weighted average shares outstanding – diluted30.4 41.0 32.2 40.9 
Earnings per share
Basic earnings per share from continuing operations$1.66 $(1.83)$2.10 $(2.82)
Basic earnings per share from discontinued operations0.37 0.52 0.71 1.00 
Basic earnings per share$2.03 $(1.31)$2.81 $(1.82)
Diluted earnings per share from continuing operations$1.65 $(1.83)$2.09 $(2.82)
Diluted earnings per share from discontinued operations0.36 0.52 0.71 1.00 
Diluted earnings per share$2.01 $(1.31)$2.80 $(1.82)
Weighted average number of anti-dilutive shares excluded from denominator— 0.1 — 0.1 
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SPECTRUM BRANDS HOLDINGS, INC.
SB/RH HOLDINGS, LLC
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(in millions, unaudited)
NOTE 18 – EARNINGS PER SHARE – SBHSUBSEQUENT EVENT
In May 2024, the Company and its HPC segment entered into a new trademark license agreement (the "License Agreement") with SBD which terminates the previous arrangement, with an effective date of January 1, 2024. Pursuant to the License Agreement, the Company will license the B+D brand in North America, Latin America (excluding Brazil) and the Caribbean for four categories of household appliance: beverage products, food preparation products, garment care products and cooking products. The reconciliationLicense Agreement has an initial four-year term ending December 31, 2027, with two subsequent four-year renewal rights each based upon meeting certain sales targets at the end of each renewal period, extending the total contract term to December 31, 2035. The License Agreement does not renew if these targets are not satisfied. Under the terms of the numerator and denominatorLicense Agreement, the Company agrees to pay SBD royalties based on a percentage of the basic and diluted earnings per share calculation and the anti-dilutive sharessales, with a minimum annual royalty payment of $11.7 million for the threefirst year in the initial term, with decreases in subsequent years in the initial term down to $10.2 million and nine month periods ended July 2, 2023is subject to adjustment with each renewal period. The License Agreement also requires us to comply with maximum annual returns rates for products and Julypromotional spending commitments, See Note 3 2022, are as follows:
Three Month Periods EndedNine Month Periods Ended
(in millions, except per share amounts)July 2, 2023July 3, 2022July 2, 2023July 3, 2022
Numerator
Net (loss) income from continuing operations attributable to controlling interest$(172.4)$3.0 $(287.7)$(52.3)
Net income from discontinued operations attributable to controlling interest2,031.6 29.7 2,072.4 109.1 
Net income attributable to controlling interest$1,859.2 $32.7 $1,784.7 $56.8 
Denominator
Weighted average shares outstanding – basic40.4 40.8 40.7 41.0 
Dilutive shares— 0.2 — — 
Weighted average shares outstanding – diluted40.4 41.0 40.7 41.0 
Earnings per share
Basic earnings per share from continuing operations$(4.27)$0.07 $(7.06)$(1.28)
Basic earnings per share from discontinued operations50.34 0.73 50.87 2.67 
Basic earnings per share$46.07 $0.80 $43.81 $1.39 
Diluted earnings per share from continuing operations$(4.27)$0.07 $(7.06)$(1.28)
Diluted earnings per share from discontinued operations50.34 0.73 50.87 2.67 
Diluted earnings per share$46.07 $0.80 $43.81 $1.39 
Weighted average number of anti-dilutive shares excluded from denominator0.2 — 0.1 0.2 
- Revenue Recognition
for further detail on revenue concentration from B+D products.
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Item 2.    Management’s Discussion and Analysis of Financial Condition and Results of Operations
Introduction
The following is management’s discussion of the financial results, liquidity and other key items related to our performance and should be read in conjunction with the Condensed Consolidated Financial Statements and related notes included in Item 1 of this Quarterly Report on Form 10-Q. 10-Q ("the Quarterly Report") and our Annual Report on Form 10-K for the fiscal year ended September 30, 2023 filed with the SEC on November 21, 2023 (the "2023 Annual Report"). The following discussion may contain forward-looking statements that reflect our plans, estimates, and beliefs and involve risks, uncertainties, and assumptions. Our actual results could differ materially from those discussed in these forward-looking statements. Factors that could cause or contributed these differences include those discussed within "Forward Looking Statements" included elsewhere in this interim report, and in Item 1A. Risk Factors and "Forward-Looking Statements" included within our 2023 Annual Report.
Unless the context indicates otherwise, the term the “Company,” “we,” “our,” or “us” are used to refer to Spectrum Brands Holdings, Inc. and its subsidiaries ("SBH") and SB/RH Holdings, LLC and its subsidiaries (“SB/RH”), collectively.
Business Overview
The Company is a diversified global branded consumer products company.  We manage the businesses in three vertically integrated, product-focused segments: (i) Global Pet Care (“GPC”), (ii) Home and Garden (“H&G”), and (iii) Home and Personal Care (“HPC”).  The Company manufactures, markets and/or distributes its products globally in the North America (“NA”), Europe, Middle East & Africa (“EMEA”), Latin America (“LATAM”) and Asia-Pacific (“APAC”) regions through a variety of trade channels, including retailers, wholesalers and distributors. We enjoy strong name recognition in our regions under our 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 financial results for all product lines within that segment, on a global basis. The segments are supported through center-led shared service operations and enabling functions consisting of finance and accounting, information technology, legal, human resources, supply chain, and commercial operations. See Note 17 – Segment Information included in Notes to the Condensed Consolidated Financial Statements, included elsewhere in this Quarterly Report for more information pertaining to segments of continuing operations. The following is an overview of the consolidated business, by segment, summarizing product types and brands:
SegmentProductsBrands
GPC
Companion Animal: Rawhide chews, dog and cat clean-up, training, health and grooming products, small animal food and care products, rawhide-free dog treats, and wet and dry pet food for dogs and cats.
Companion Animal: 8IN1® (8-in-1), Dingo®, Nature's Miracle®, Wild Harvest™, Littermaid®, Jungle®, Excel®, FURminator®, IAMS® (Europe only), Eukanuba® (Europe only), Healthy-Hide®, DreamBone®, SmartBones®, ProSense®, Perfect Coat®, eCOTRITION®, Birdola®, Good Boy®, Meowee!®, Wildbird®, and Wafcol®
Aquatics: Consumer and commercial aquarium kits, stand-alone tanks; aquatics equipment such as filtration systems, heaters and pumps; and aquatics consumables such as fish food, water management and care.
Aquatics: Tetra®, Marineland®, Whisper®, Instant Ocean®, GloFish®, OmegaOne® and OmegaSea®
H&G
Household: Household pest control solutions such as spider and scorpion killers; ant and roach killers; flying insect killers; insect foggers; wasp and hornet killers; and bedbug, flea and tick control products.
Household: Hot Shot®, Black Flag®, Real-Kill®, Ultra Kill®, The Ant Trap® (TAT), and Rid-A-Bug®.
Controls: Outdoor insect and weed control solutions, and animal repellents such as aerosols, granules, and ready-to-use sprays or hose-end ready-to-sprays.
Controls: Spectracide®, Garden Safe®, Liquid Fence®, and EcoLogic®.
Repellents: Personal use pesticides and insect repellent products, including aerosols, lotions, pump sprays and wipes, yard sprays and citronella candles.
Repellents: Cutter® and Repel®.
Cleaning: Household surface cleaning, maintenance, and restoration products, including bottled liquids, mops, wipes and markers.
Cleaning: Rejuvenate®
HPC
Home Appliances: Small kitchen appliances including toaster ovens, coffeemakers, slow cookers, air fryers, blenders, hand mixers, grills, food processors, juicers, toasters, irons, kettles, bread makers, cookware, and cookbooks.
Home Appliances: Black & Decker®, Russell Hobbs®, George Foreman®, PowerXL®, Emeril Legasse®, Copper Chef ®, Toastmaster®, Juiceman®, Farberware®, and Breadman®
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, and haircut kits.
Personal Care: Remington®
On September 8, 2021, the Company entered into a definitive Asset and Stock Purchase Agreement (the "Purchase Agreement") with ASSA ABLOY AB ("ASSA") to sell its HHI segment for cash proceeds of $4.3 billion, subject to customary purchase price adjustments. HHI consists of residential locksets and door hardware, including knobs, levers, deadbolts, handle sets, and electronic and connected locks under the Kwikset®, Weiser®, Baldwin®, Tell Manufacturing®, and EZSET® brands; kitchen and bath faucets and accessories under the Pfister® brand; and builders' hardware consisting of hinges, metal shapes, security hardware, rack and sliding door hardware, and gate hardware under the National Hardware® and FANAL® brands. On June 20, 2023, the Company completed its divestiture of its HHI segment resulting in the recognition of a gain on sale of $2,824.9 million included as a component of Income From Discontinued Operations, Net of Tax. Refer to Note 2 - Divestitures included in Notes to the Condensed Consolidated Financial Statements, included elsewhere in this Quarterly Report, for further discussion pertaining the HHI divestiture.
All brands and tradenames are directly owned by the Company with the exception of the Black & Decker® ("B&D") and Emeril Legasse® ("Emeril") brands used by the HPC segment. The Company has a trademark license agreement (the "License Agreement") with Stanley Black & Decker ("SBD") pursuant to which we license the B&D brand in North America, Latin America (excluding Brazil) and the Caribbean for four core categories of household appliances within the Company's HPC segment: beverage products, food preparation products, garment care products and cooking products. The License Agreement has a term ending June 30, 2025, including a sell-off period from April 1, 2025 to June 30, 2025, whereby the Company can continue to sell and distribute but no longer produce products subject to the License Agreement. Under the terms of the License Agreement, we agree to pay SBD royalties based on a percentage of sales, with minimum annual royalty payments of $15.0 million, with the exception of the minimum annual royalty will no longer be applied effective January 1, 2024, through the expiration of the agreement. The License Agreement also requires us to comply with maximum annual return rates for products. Subsequent to the completion of the License Agreement, there are no non-competition provisions or restrictions provided following its expiration. See Note 4 – Revenue Recognition included in Notes to the Condensed Consolidated Financial Statements, included elsewhere in this Quarterly Report for further detail on revenue concentration from B&D branded products.
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Pursuant to the Emeril License, the Company licenses the Emeril brands within the US, Canada, Mexico, and the United Kingdom for certain designated product categories of household appliances within the HPC segment, including small kitchen food preparation products, indoor and outdoor grills and grill accessories, and cookbooks. The Emeril License has a current expiration of December 31, 2023, with options for one-year renewal periods following the initial expiration through December 31, 2025. Under the terms of the agreement, we agreed to pay the license holder a percentage of sales, with minimum annual royalty payments of $1.6 million, increasing to $1.8 million in subsequent renewal periods.
SB/RH is a wholly owned subsidiary of SBH. Spectrum Brands, Inc. (“SBI”), a wholly-owned subsidiary of SB/RH, incurred certain debt guaranteed by SB/RH and domestic subsidiaries of SBI. See Note 9 – Debt included in Notes to the Condensed Consolidated Financial Statements, included elsewhere in this Quarterly Report for more information pertaining to debt. The reportable segments of SB/RH are consistent with the segments of SBH.
Acquisitions, Divestitures and Other Business Development Initiatives
The Company periodically evaluates strategic transactions that may result in the acquisition of a business or assets that qualify as a business combination, or a divestiture of a business or assets that may be recognized as either a component of continuing operations or discontinued operations, depending on the significance to the consolidated group. Acquisitions may impact the comparability of the consolidated or segment financial information with the inclusion of the operating results for the acquired business in periods subsequent to acquisition date, the inclusion of acquired assets, both tangible and intangible (including goodwill), and the related amortization, depreciation or other non-cash purchase accounting adjustments of acquired assets. Divestitures may impact the comparability of the consolidated or segment financial information with the recognition of an impairment loss when held for sale, gain or loss on disposition, or change in classification to discontinued operations for qualifying transactions. Moreover, the comparability of consolidated or segment financial information may be impacted by incremental costs to facilitate and effect such transactions and initiatives to integrate acquired business or separate divested operations and assets with the consolidated group. The following strategic transactions have been considered as having a significant impact on the comparability of the financial results on the condensed consolidated financial statements and segment financial information.
•Tristar Business Acquisition - On February 18, 2022, the Company acquired 100% of the Tristar Business that includes a portfolio of home appliances and cookware products sold under the PowerXL®, Emeril, and Copper Chef® brands. The net assets and operating results of the Tristar Business are included in the Company’s condensed consolidated financial statements and reported within the HPC reporting segment for the three and nine month periods ended July 2, 2023 and July 3, 2022, effective as of the transaction date. The Company incurred incremental costs to combine and integrate the acquired business with the HPC segment, primarily towards the integration of systems and processes, merger of commercial operations and supply chain, professional fees to consolidate financial records, plus incremental retention costs for personnel supporting the transition and integration efforts.Costs attributable to the integration of the Tristar Business are projected to continue through the year ending September 30, 2023.
•HHI Divestiture - On September 8, 2021, the Company entered into a Purchase Agreement with ASSA to sell its HHI segment. On June 20, 2023, the Company completed its divestiture of its HHI segment. The operating results of the HHI divestiture are included as Income From Discontinued Operations, Net of Tax for all periods presented through the date of the divestiture, including the gain on sale from the HHI divestiture recognized during the three and nine month period ended July 2, 2023 and July 3, 2022. See Note 2 - Divestitures in the Notes to the Condensed Consolidated Financial Statements, included elsewhere in this Quarterly Report for further detail. The Company has incurred incremental project costs attributable to the divestiture, consisting of legal and professional fees to effect the realization of the Purchase Agreement, preparation for separation and transition of systems and processes supporting the divested business and operations of enabling functions within a transition services agreement ("TSA"), plus incremental retention costs for personnel supporting such transition efforts. Incremental costs are expected to be incurred through the consummation of the pending transaction to support TSA processes and mitigation following the close of the sale, which are expected to be incurred for a transition period of approximately 12-24 months following the close of the transaction Transaction costs directly attributable to the close of the transaction including certain compensatory costs contingent upon the successful completion of the sale are included as a component of the gain on sale of discontinued operations.
•HPC Separation - The Company has initiated projects to facilitate a strategic separation of the Company's ownership in the HPC segment in the most advantageous way to realize value for both the HPC business as a standalone appliance business either through a spin, merger or sale of the business and the retained GPC and H&G businesses of the consolidated group. Costs are primarily attributable to legal and professional fees incurred to assess opportunities, evaluate transaction considerations for a separation, including potential tax and compliance implications to the consolidated group, costs directly attributable to the legal entity separation and transfer of net assets of the HPC operations from the commingled operations of the Company, plus the segregation of systems and processes. Costs attributable to the initiative are expected to be incurred until a transaction is realized or otherwise canceled.
•Coevorden Operations - On March 29, 2020, the Company completed the sale of its dog and cat food ("DCF") production facility and distribution center in Coevorden, Netherlands with United Petfood Producers NV ("UPP"). Following the separation of the Coevorden Operations, the Company has incurred incremental costs attributable to a tolling charge for the continued production of DCF products through a three-year manufacturing agreement with the buyer entered into concurrently with the sale, rent charges associated with the transferred warehouse operated by the Company during an 18-month transition period following the sale, plus costs to facilitate the transfer of the warehouse operations to the buyer and the movement of inventory and distribution center operations from the Coevorden facility to a new distribution center supporting GPC operations in EMEA during the prior year. Incremental costs attributable to the three-year tolling arrangement were completed in March 2023.
•Rejuvenate Acquisition - On May 28, 2021, the Company acquired 100% of the membership interests in For Life Products, LLC ("FLP"), a manufacturer of household cleaning, maintenance, and restoration products sold under the Rejuvenate® brand. The net assets and operating results of FLP are included in the Company’s condensed consolidated financial statements and reported within the H&G reporting segment for the three and nine month periods ended July 2, 2023 and July 3, 2022. The Company incurred incremental costs to combine and integrate the acquired business with the H&G segment, primarily towards the integration of systems and processes, transfer of inventory and integration to an existing H&G distribution center, retention costs for personnel supporting transition and integration efforts. Costs attributable to the integration of the Rejuvenate business were completed in the prior year.
•Armitage Acquisition - On October 26, 2020, the Company completed the acquisition of Armitage Pet Care Ltd ("Armitage"), a pet treats and toys business in Nottingham, United Kingdom, including a portfolio of brands that include the dog treats brand, Good Boy®, cat treats brand, Meowee!®, and Wildbird® bird feed products, among others, that are predominantly sold within the United Kingdom. The net assets and results of operations of Armitage are included in the Company’s condensed consolidated financial statements and reported within the GPC reporting segment for the three and nine month periods ended July 2, 2023 and July 3, 2022. The Company incurred incremental costs to combine and integrate the acquired business with the GPC segment, primarily towards the integration of systems and processes, transfer of inventory and integration to existing GPC supply chain and distribution centers within the EMEA region, plus retention costs for personnel supporting the transition and integration efforts. Costs attributable to the integration of the Armitage business were completed in the prior year.
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•Omega Acquisition - On March 10, 2020, the Company acquired Omega Sea, LLC ("Omega"), a manufacturer and marketer of premium fish foods and consumable goods for the home and commercial aquarium markets, primarily consisting of the Omega brand. The net assets and results of operations of Omega are included in the Company's condensed consolidated financial statements and reported within GPC segment for the three and nine month periods ended July 2, 2023 and July 3, 2022. The Company incurred incremental costs to combine and integrate the acquired business within the GPC segment, primarily towards the integration of systems and processes, transfer of inventory and production to an existing GPC facility, including related exit and disposal costs of the assumed leased facility, related start-up costs and operational inefficiencies attributable to the transferred production, plus retention costs for personnel supporting the transition and integration after the transaction date. Costs attributable to the integration of the Omega business were completed in the prior year.
The following is a summary of costs attributable to strategic transactions and business development costs for the respective projects during three and nine month periods ended July 2, 2023 and July 3, 2022. In addition to the initiatives discussed above, the Company regularly engages in other business development initiatives that may incur incremental costs which may not result in a realized transaction or are less significant and therefore have been separately disclosed and recognized as other project costs.
Three Month Periods EndedNine Month Periods Ended
(in millions)July 2, 2023July 3, 2022July 2, 2023July 3, 2022
Tristar acquisition and integration$1.0 $5.6 $10.7 $20.0 
HHI divestiture4.0 0.6 6.9 6.1 
HPC separation initiatives0.5 10.7 4.0 15.4 
Coevorden operations separation— 1.9 2.7 7.3 
Rejuvenate integration— — — 7.0 
Armitage integration— 0.1 — 1.4 
Omega integration— 0.1 — 1.5 
Other project costs0.2 0.2 0.4 0.7 
Total$5.7 $19.2 $24.7 $59.4 
Reported as:
Net sales$— $— $— $0.7 
Cost of goods sold— 1.5 2.7 5.0 
Selling expense5.7 13.4 22.0 49.4 
General & administrative expense— 4.3 — 4.3 
Restructuring and Optimization Initiatives
We continually seek and develop operating strategies to improve our operational efficiency, match our capacity and product costs to market demand and better utilize our manufacturing and distribution resources in order to reduce costs, increase revenues, and increase or maintain our current profit margins. We have undertaken various initiatives to reduce manufacturing and operating costs, which may have a significant impact on the comparability of financial results on the condensed consolidated financial statements. These changes and updates are inherently difficult and are made even more difficult by current global economic conditions. Our ability to achieve the anticipated cost savings and other benefits from such operating strategies may be affected by a number of other macro-economic factors, or inflation increased interest rates, many of which are beyond our control. The following initiatives have been considered as having a significant impact on the comparability of the financial results on the condensed consolidated financial statements and segment financial information.
•Fiscal 2023 Restructuring - During the nine month period ending July 2, 2023, the Company entered into an initiative in response to the continuing pressures within the consumer products and retail markets and adjusted strategic initiatives within certain segments, resulting in the realization of further of headcount reductions. Remaining costs attributable to project are expected to be approximately $3 million and anticipated to be incurred through September 30, 2023 with adjustments attributable to change in estimates, headcounts and timing of communication. See Note 3 - Restructuring Charges inNotes to the Condensed Consolidated Financial Statements, included elsewhere in this Quarterly Report for further detail on related exit or disposal costs attributable to this initiative.
•Fiscal 2022 Restructuring - During the year ended September 30, 2022, the Company entered into an initiative in response to changes observed within consumer products and retail markets, continued inflationary cost pressures and headwinds, resulting in the realization of a headcount reduction. Substantially all costs associated with the initiative had been recognized in the prior year with amounts during the nine month period ended July 2, 2023 due to change in estimates, headcounts and timing of communication. See Note 3 - Restructuring Charges inNotes to the Condensed Consolidated Financial Statements, included elsewhere in this Quarterly Report for further detail on related exit or disposal costs attributable to this initiative.
•Global ERP Transformation - During the year ended September 30, 2021, the Company entered into a SAP S/4 HANA ERP transformation project to upgrade and implement our enterprise-wide operating systems to SAP S/4 HANA on a global basis. This is a multi-year project that includes various costs, including software configuration and implementation costs that would be recognized as either capital expenditures or deferred costs in accordance with applicable accounting policies, with certain costs recognized as operating expense associated with project development and project management costs, and professional services with business partners engaged towards planning, design and business process review that would not qualify as software configuration and implementation costs. The Company has substantially completed the build phase and initiated data transfer and testing for its initial implementation. Costs are anticipated to be incurred through various deployments expected through September 30, 2024.
•HPC Brand Portfolio Transitions - In light of the acquisition of the Tristar Business and the PowerXL® brand, the Company has initiated a project within its HPC segment to assess and evaluate the current utilization of tradenames and brands across its portfolio of home and kitchen appliance products. The project will require incremental costs to facilitate potential transitions of branded product offerings on global basis, including potential investment with our supply base and retail partners to manage inventory and transition new branded products to market. Remaining costs are anticipated to be incurred through September 30, 2023.
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•Russia Closing Initiative - The Company initiated the close of its in-country commercial operations in Russia, predominantly supporting the HPC segment. The Company has recognized impairment costs on working capital assets such as inventory and receivables that were not considered recoverability due to the restriction and suspension of commercial activity in Russia and has liquidated substantially all assets. The initiative is subject to exit and disposal costs for severance benefits of personnel associated with the operations, see Note 3 - Restructuring Charges inNotes to the Condensed Consolidated Financial Statements, included elsewhere in this Quarterly Report for further detail. Remaining costs primarily cost of administrative cost to dissolve the entity and are anticipated to be incurred through September 30, 2023.
•GPC Distribution Transition - During the year ended September 30, 2021, the GPC segment entered into an initiative to update its supply chain and distribution operations within the U.S. to address capacity needs, optimize and improve fill rates attributable to recent growth in the business and consumer demand, and improve overall operational effectiveness and throughput. The initiative includes the transition of its third party logistics (3PL) service provider at its existing distribution center, incorporating new facilities into the distribution footprint by expanding warehouse capacity and securing additional space to support long-term distribution and fulfillment, plus updating engagement and processes with suppliers and its transportation and logistics handlers. Incremental costs include one-time transition, implementation and start-up cost with the new 3PL service provider, including the integration of provider systems and technology, incentive-based compensation to maintain performance during transition, duplicative and redundant costs, and incremental costs for various disruptions in the operations during the transition period including supplemental transportation and storage costs, incremental detention and demurrage costs. Additionally, the Company experienced an increase in customer fines and penalties during the transition period (recognized as a reduction in net sales). Costs attributable to the initiative were completed during the year ended September 30, 2022.
•Global Productivity Improvement Program - During the year ended September 30, 2019, the Company initiated a company-wide, multi-year program, consisting of various restructuring related initiatives to redirect resources and spending to drive growth, identify cost savings and pricing opportunities through standardization and optimization, develop organizational and operating optimization, and reduce overall operational complexity across the Company. With the Company’s divestitures of GBL and GAC during the year ended September 30, 2019, the project focus includes the transition of the Company’s continuing operations in a post-divestiture environment and exiting of TSAs, which were fully exited in January 2022. The initiative includes review of global processes and organization design and structures, headcount reductions and transfers, and rightsizing the Company’s shared operations and commercial business strategy and exit of certain internal production to third-party suppliers, among others, resulting in the recognition of severance benefits and other exit and disposal costs to facilitate such activity. Costs attributable to the initiative were completed during the year ended September 30, 2022.
The following is a summary of impacts to operating results attributable to restructuring initiatives and other optimization projects incurred for the respective projects during three and nine month periods ended July 2, 2023 and July 3, 2022. In addition to the projects and initiatives discussed above, the Company regularly incurs costs and engages in less significant restructuring and optimization initiatives that individually are not substantial and occur over a shorter time period (generally less than 12 months).
Three Month Periods EndedNine Month Periods Ended
(in millions)July 2, 2023July 3, 2022July 2, 2023July 3, 2022
Fiscal 2023 restructuring$0.9 $— $5.3 $— 
Fiscal 2022 restructuring— 8.1 0.7 8.1 
Global ERP transformation3.7 3.4 8.5 9.4 
HPC brand portfolio transitions0.7 0.3 2.1 0.3 
Russia closing initiative0.2 — 2.9 3.6 
GPC distribution center transition— 8.4 — 28.3 
Global productivity improvement program— 1.2 — 5.2 
Other project costs1.0 4.0 8.5 10.0 
Total$6.5 $25.4 $28.0 $64.9 
Reported as:
Net sales$— $0.3 $(1.0)$4.2 
Cost of goods sold0.5 1.0 2.4 1.9 
Selling expense— 8.1 0.4 24.1 
General & administrative expense6.0 16.0 26.2 34.7 
Financing Activity
Financing activity during and between comparable periods may have a significant impact on the comparability of financial results on the condensed consolidated financial statements.
•On June 20, 2023, following the close of the HHI divestiture, the Company paid down its outstanding term loan and all outstanding borrowings with the Revolver Facility under the Credit Agreement, and terminated the Incremental Revolving Credit Facility Tranche. The Company recognized $8.6 million as interest expense for the three and nine month periods ended July 2, 2023 from the write-down of deferred financing costs and original issuance discount.
•On November 17, 2022, the Company entered into the fourth amendment to the Credit Agreement to temporarily increase the maximum consolidated total net leverage ratio permitted to be no greater than 7.0 to 1.0 before returning to 6.0 to 1.0 at the earliest of (i) September 29, 2023, or (ii) 10 business days after the closing of the HHI divestiture or receipt of the related termination fee. The Company incurred $2.3 million in connection with the fourth amendment, which has been recognized as interest expense for the nine month period ended July 2, 2023.
See Note 9 - Debt in the Notes to the Condensed Consolidated Financial Statements, included elsewhere in this Quarterly Report for additional detail regarding debt and financing activity.
Russia-Ukraine Conflict
The impacts of the Russia-Ukraine conflict and the sanctions imposed in response to the conflict may have an impact on the Company's consolidated operations and cash flow attributable to operations and distribution within the region. The Company does not maintain a significant level of operations within Ukraine and initiated the closing of its in-country commercial operations within Russia to reduce the relative risk and exposure within the region.
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Inflation and Supply Chain Constraints
The Company has experienced an inflationary environment on a global basis in the wake of the COVID-19 pandemic and supply chain constraints such as increased labor shortages, increased freight and distribution costs from transportation and logistics, higher commodity costs, rising energy pricing, and foreign currency volatility. Together with labor shortages and higher demand for talent, the current economic environment is driving higher wages. Our ability to meet labor needs, control wage and labor-related costs and minimize labor disruptions will be key to our success of operating our business and executing our business strategies. In response to inflation, our segments have taken pricing actions to address rising costs and foreign currency fluctuations to mitigate impacts to our margins. While we have seen more stability in the recent economic environment, we are unable to predict how long the current inflationary environment will continue and we expect the economic environment to remain uncertain as we navigate the current geopolitical environment, post-pandemic volatility, labor challenges, changes in supply chain and the overall current economic environment.

Non-GAAP Measurements
Our consolidated and segment results contain non-GAAP metrics such as organic net sales, and adjusted EBITDA (“Earnings Before Interest, Taxes, Depreciation, Amortization”) and adjusted EBITDA margin. While we believe organic net sales and adjusted EBITDA are useful supplemental information, such adjusted results are not intended to replace our financial results in accordance with Accounting Principles Generally Accepted in the United States (“GAAP”) and should be read in conjunction with those GAAP results.
Organic Net Sales. We define organic net sales as net sales excluding the effect of changes in foreign currency exchange rates and impact from acquisitions (when applicable). We believe this non-GAAP measure provides useful information to investors because it reflects regional and operating segment performance from our activities without the effect of changes in currency exchange rates and acquisitions. We use organic net sales as one measure to monitor and evaluate our regional and segment performance. Organic growth is calculated by comparing organic net sales to net sales in the prior year. The effect of changes in currency exchange rates is determined by translating the current period net sales using the currency exchange rates that were in effect during the prior comparative period. Net sales are attributed to the geographic regions based on the country of destination. We exclude net sales from acquired businesses in the current year for which there are no comparable sales in the prior year.
The following is a reconciliation of reported net sales to organic net sales for the three and ninesix month periodsperiod ended July 2, 2023March 31, 2024 compared to net sales for the three and ninesix month periodsperiod ended July 3, 2022:April 2, 2023:
Three Month Periods Ended
(in millions, except %)		Three Month Periods Ended
(in millions, except %)		July 2, 2023
Net SalesEffect of Changes in CurrencyNet Sales Excluding Effect of Changes in CurrencyEffect of Acquisitions
Organic
Net Sales
Net Sales
July 3, 2022
Variance
Three Month Periods Ended
(in millions, except %)
Net Sales
Net SalesEffect of Changes in Currency
Organic
Net Sales
Net Sales
April 2, 2023
Variance
GPCGPC$272.3 $(0.8)$271.5 $— $271.5 $290.2 $(18.7)(6.4)%GPC$289.9 $$(2.2)$$287.7 $$296.7 $$(9.0)(3.0)(3.0)%
H&GH&G186.6 — 186.6 — 186.6 198.5 (11.9)(6.0)%H&G160.7 — — 160.7 160.7 153.3 153.3 7.4 7.4 4.8 4.8 %
HPCHPC276.6 4.3 280.9 — 280.9 329.3 (48.4)(14.7)%HPC267.9 1.0 1.0 268.9 268.9 279.2 279.2 (10.3)(10.3)(3.7)(3.7)%
TotalTotal$735.5 $3.5 $739.0 $— $739.0 $818.0 (79.0)(9.7)%Total$718.5 $$(1.2)$$717.3 $$729.2 (11.9)(11.9)(1.6)(1.6)%
Nine Month Periods Ended
(in millions, except %)
July 2, 2023
Net SalesEffect of Changes in CurrencyNet Sales Excluding Effect of Changes in CurrencyEffect of Acquisitions
Organic
Net Sales
Net Sales
July 3, 2022
Variance
GPC$846.5 $20.7 $867.2 $— $867.2 $887.5 $(20.3)(2.3)%
H&G411.3 (0.1)411.2 — 411.2 470.3 (59.1)(12.6)%
HPC920.3 41.7 962.0 (89.9)872.1 1,025.2 (153.1)(14.9)%
Total$2,178.1 $62.3 $2,240.4 $(89.9)$2,150.5 $2,383.0 (232.5)(9.8)%
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Six Month Periods Ended
(in millions, except %)
March 31, 2024
Net SalesEffect of Changes in Currency
Organic
Net Sales
Net Sales
April 2, 2023
Variance
GPC$566.8 $(7.2)$559.6 $574.3 $(14.7)(2.6)%
H&G232.7 — 232.7 224.6 8.1 3.6 %
HPC611.2 (5.7)605.5 643.6 (38.1)(5.9)%
Total$1,410.7 $(12.9)$1,397.8 $1,442.5 (44.7)(3.1)%
Adjusted EBITDA and Adjusted EBITDA Margin. Adjusted EBITDA and Adjusted EBITDA Margin are non-GAAP measures used by management, which we believe provide useful information to investors because they reflect ongoing operating performance and trends of our segments, excluding certain non-cash based expenses and/or non-recurring items during each of the comparable periods. They also facilitate comparisons between peer companies since interest, taxes, depreciation, and amortization can differ greatly between organizations as a result of differing capital structures and tax strategies. Adjusted EBITDA is also used for determining compliance with the Company’s debt covenants. EBITDA is calculated by excluding the Company’s income tax expense, interest expense, depreciation expense and amortization expense (from intangible assets) from net income. Adjusted EBITDA further excludes:
•Share based compensation costs consist of costs associated with long-term incentive compensation arrangements that generally consist of non-cash, stock-based compensation. See Note 1312 – Share Based Compensation in the Notes to the Condensed Consolidated Financial Statements, included elsewhere in this Quarterly Report, for further details;
•Incremental amounts attributable toproject costs associated with strategic transactions, restructuring and business developmentoptimization initiatives including, but not limited to, the acquisition or divestitures of a business, costs to effect and facilitate a transaction, including such cost to integrate or separate the respective business.business, development and implementation of strategies to optimize operations, reduce costs, increase revenues, improve profit margins, including recognition of one-time exit or disposal costs. These amounts are excluded from our performance metrics as they are reflective of incremental investment by the Company towards strategic initiatives and business development activities, incremental costs directly attributable to such transactionsinitiatives and are not considered recurring or reflective of the continuing ongoing operations of the consolidated group or segments;
•segments. Refer to the Incremental amounts realized towardsStrategic transactions, restructuring and optimization projects including, but not limited to, costs towardsinitiatives discussion within the development and implementation of strategies to optimize operations and improve efficiency, reduce costs, increase revenues, increase or maintain our current profit margins, including recognition of one-time exit or disposal costs. These amounts are excluded from our ongoing performance metrics as they are reflective of incremental investment by the Company towards significant initiatives controlled by management, incremental costs directly attributable to such initiatives, indirect impact or disruption to operating performance during implementation, and are not considered recurring or reflective of the continuing ongoing operations of the consolidated group or segments;
•Unallocated shared costs associated with discontinued operations from certain shared and center-led administrative functions the Company's business units excluded from income from discontinued operations as they are not a direct cost of the discontinued business but a result of indirect allocations, including but not limited to, information technology, human resources, finance and accounting, supply chain, and commercial operations. Amounts attributable to unallocated shared costs would be mitigated through subsequent strategic or restructuring initiatives, TSAs, elimination of extraneous costs, or re-allocations or absorption of existing continuing operations following the completed sale of the discontinued operations. See Note 2 – Divestitures in Notes to the Condensed Consolidated Financial Statements, included elsewhere in this Quarterly ReportOverview section for further details;discussion on the projects and initiatives;
•Non-cash purchase accounting adjustments recognized in earnings from continuing operations subsequent to an acquisition, including, but not limited to, the costs attributable to the step-up in inventory value and the incremental value in operating lease assets with below market rent, among others;
•Non-cash gain fromothers During the reduction inthree and six month periods ended March 31, 2024 and April 2, 2023, the contingent consideration liability associated withCompany recognized non-cash expense due to the incremental value recognized as part of the Tristar Business acquisition in the prior year;on right of use operating leases with below market rent;
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•Non-cash asset impairments or write-offs realized and recognized in earnings from continuing operations, including impairments from property, plant and equipment, operating and finance leases, and goodwill and other intangible assets;assets, when applicable. During the three and six month period ended March 31, 2024, the Company recognized impairments of its Rejuvenate® and a non-core HPC tradename indefinite lived intangible assets, along with an impairment charge on a right of use operating lease asset associated with an HPC facility that was exited prior to end of its term. See Note 7 - Property, PlantGoodwill and EquipmentIntangibles in Notes to the Condensed Consolidated Financial Statements included elsewhere in this Quarterly Report for further details. During the three and six month period ended April 2, 2023, the Company recognized impairment of indefinite lived intangible assets for its Rejuvenate® and PowerXL® indefinite lived tradenames, along with an impairment on idle equipment associated with the early exit of a GPC warehouse lease and impairments on right of use operating lease assets associated with GPC and HPC facilities that were exited prior to the end of their term;
•Gain realized from proceeds received on the representation and warranties insurance policies associated with the Tristar Business acquisition. Refer to Note 15 - Commitment and Contingencies in the Notes to the Condensed Consolidated Financial Statements included elsewhere in this Quarterly Report for further details.
•Incremental reserves for non-recurring litigation or environmental remediation activity attributable to significant and unusual nonrecurring matters with no previous history or precedent. During the three and six month periods ended March 31, 2024, such costs were directly attributable to legal costs incurred for the proceeds received from the representation and warranties insurance policies associated with the Tristar Business acquisition. Refer to Note 15 - Commitment and Contingencies in the Notes to the Condensed Consolidated Financial Statements included elsewhere in this Quarterly Report for further details;
•Non-cash gain realized from the repurchase of debt obligations at a discount, net deferred financing costs, during the three and six month periods ended March 31, 2024. See Note 8 - Goodwill and intangible AssetsDebt in Notes to the Condensed Consolidated Financial Statements included elsewhere in this Quarterly Report for further details;
•ImpactIncremental costs associated with the recognition of product recall costs incurred by the HPC segment in collaboration with the CPSC, initiated at the end of the year ended September 30 2022 and during the year ended September 30, 2023, resulting in the accrual and recognition of incremental costs for the recall, product returns from customers, write-off of inventory on hand, and other costs such as notification, shipping and handling, rework and destruction of affected products, and consumer refunds, as needed. Such costs are not recurring and directly attributable to the recall event, excluding all other costs associated with product warranty and returns. During the three month period ended March 31, 2024, the Company was required by the CPSC to reissue a previously issued recall to provide a cash refund to customers, resulting in the recognition of incremental costs and reserves. Note 17 - Commitments and Contingencies in Notes to the Condensed Consolidated Financial Statements included elsewhere in this Quarterly Report for further details;
•Unallocated shared costs reflect the costs associated with certain shared and center-led administrative functions such as information technology, human resources, finance and accounting, supply chain and commercial operations, supporting the HHI business during the period the Company owned and operated the business through the close of the HHI divestiture on June 20, 2023. Such costs are excluded from income from discontinued operations as they are not a direct cost of the discontinued business but a result of indirect allocations in accordance of US GAAP, but reflected as part of income from continuing operations for all periods presented, and requiring retroactive adjustment for all periods presented. HHI was previously a segment of the consolidated group and was excluded from the consolidated Adjusted EBITDA since being recognized as discontinued operations. As a result, for all periods in which HHI was owned and operated by the Company, including comparable periods requiring retroactive adjustment, the adjustment is recognized to reconcile net income from continuing operations to Adjusted EBITDA of the remaining segments of the consolidated group. With the close of the HHI divestiture on June 20, 2023, there is no adjustment recognized as such shared costs are mitigated through income from TSAs during the transition period post-separation, with subsequent restructuring initiatives to rightsize extraneous costs. See Note 2 – Divestitures in Notes to the Condensed Consolidated Financial Statements, included elsewhere in this Quarterly Report for further details;
•Non-cash gain from the remeasurement in the contingent consideration liability associated with the Tristar Business acquisition during the six month period ended April 2, 2023;
•For the three and six month periods ended April 2, 2023, the impact from the early settlement of foreign currency cash flow hedges induring the prior year ended September 30, 2022, resulting in subsequent assumed losses at the original stated maturities of foreign currency cash flow hedges in our EMEA region that were settled early due to changes in the Company's legal entity organizational structure and forecasted purchasing strategy of HPC finished goods inventory within the region, resulting in the recognition of excluded gains in the prior year intended to mitigate costs throughduring the year ending September 30, 2023.
•Incremental costs recognized by the HPC segment attributable to the realization of product recalls initiated in the prior year. See Note 16 - Commitments and Contingencies in Notes to the Condensed Consolidated Financial Statements included elsewhere in this Quarterly Report for further details;
•Incremental reserves for non-recurring litigation or environmental remediation activity, including the proposed settlement of outstanding litigation at our H&G and HPC segments attributable to significant and unusual nonrecurring matters with no previous history or precedent, and any subsequent changes in estimate or remeasurement realized upon settlement;2023; and
•Other adjustments primarilyare attributable to: (1) costs associated with Salus as they are not considered a component of the continuing commercial products company; (2) key executive severance relatedand other one-time compensatory costs; and (3)(2) non-recurring unusual insurable losses, associated with hurricane damages at a key supplierincluding any the receipt of our Glofish business and loss realized from misapplied funds during the three and nine month periods ended July 2, 2023.insurance proceeds or recovery realized.
Adjusted EBITDA margin is calculated as Adjusted EBITDA as a percentage of reported net sales for the respective period and segment.
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The following is a reconciliation of Net Income (Loss) From Continuing Operations to Adjusted EBITDA for SBH, by segment, for the three month period ended March 31, 2024.
(in millions, except %)GPCH&GHPCCorporateConsolidated
Net income (loss) from continuing operations$53.0 $(14.6)$69.3 $(57.8)$49.9 
Income tax expense— — — 25.5 25.5 
Interest expense— — — 16.9 16.9 
Depreciation3.5 2.0 2.7 6.1 14.3 
Amortization5.6 2.9 2.6 — 11.1 
EBITDA62.1 (9.7)74.6 (9.3)117.7 
Share based compensation— — — 4.5 4.5 
HHI separation costs— — — 0.8 0.8 
HPC separation initiatives— — — 2.8 2.8 
Fiscal 2023 and 2022 restructuring0.1 — 0.3 — 0.4 
Global ERP transformation— — — 3.9 3.9 
Other project costs— (0.1)(0.1)0.3 0.1 
Non-cash purchase accounting adjustments— — 0.5 — 0.5 
Impairment of operating lease asset— — 0.5 — 0.5 
Impairment of intangible assets— 39.0 — — 39.0 
Representation and warranty insurance proceeds— — (65.0)— (65.0)
Legal and environmental— — 0.3 — 0.3 
HPC product recall— — 6.7 — 6.7 
Other0.1 — — — 0.1 
Adjusted EBITDA$62.3 $29.2 $17.8 $3.0 $112.3 
Net sales$289.9 $160.7 $267.9 $— $718.5 
Net income (loss) from continuing operations margin18.3 %(9.1)%25.9 %— %6.9 %
Adjusted EBITDA margin21.5 %18.2 %6.6 %— %15.6 %
The following is a reconciliation of Net Income (Loss) From Continuing Operations to Adjusted EBITDA for SBH, by segment, for the three month period ended April 2, 2023.
(in millions, except %)GPCH&GHPCCorporateConsolidated
Net income (loss) from continuing operations$30.2 $(39.8)$(37.7)$(27.7)$(75.0)
Income tax benefit— — — (34.8)(34.8)
Interest expense— — — 31.6 31.6 
Depreciation3.8 1.9 2.9 3.3 11.9 
Amortization5.5 2.9 2.1 — 10.5 
EBITDA39.5 (35.0)(32.7)(27.6)(55.8)
Share based compensation— — — 4.5 4.5 
HHI divestiture and separation costs— — — 1.4 1.4 
HPC separation initiatives— — — 1.1 1.1 
Tristar integration— — 4.0 — 4.0 
Fiscal 2023 and 2022 restructuring2.1 — 2.4 0.1 4.6 
Global ERP transformation— — — 3.3 3.3 
Russia closing initiatives— — (0.1)— (0.1)
Other project costs1.6 2.1 0.6 2.2 6.5 
Non-cash purchase accounting adjustments— — 0.5 — 0.5 
Impairment of equipment and operating lease assets2.7 — 1.5 — 4.2 
Impairment of intangible assets— 48.0 19.0 — 67.0 
Unallocated shared costs— — — 6.3 6.3 
Early settlement of foreign currency cash flow hedges— — 1.3 — 1.3 
HPC product recall— — 1.6 — 1.6 
Other0.4 — — 0.2 0.6 
Adjusted EBITDA$46.3 $15.1 $(1.9)$(8.5)$51.0 
Net sales$296.7 $153.3 $279.2 $— $729.2 
Net income (loss) from continuing operations margin10.2 %(26.0)%(13.5)%— %(10.3)%
Adjusted EBITDA margin15.6 %9.8 %(0.7)%— %7.0 %
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The following is a reconciliation of Net Income (Loss) From Continuing Operations to Adjusted EBITDA for SBH, by segment, for the sixmonth period ended March 31, 2024.
(in millions, except %)GPCH&GHPCCorporateConsolidated
Net income (loss) from continuing operations$96.6 $(20.2)$85.2 $(94.2)$67.4 
Income tax expense— — — 37.9 37.9 
Interest expense— — — 36.1 36.1 
Depreciation7.1 4.0 5.4 12.3 28.8 
Amortization11.2 5.7 5.3 — 22.2 
EBITDA114.9 (10.5)95.9 (7.9)192.4 
Share based compensation— — — 8.4 8.4 
HHI separation costs— — — 2.1 2.1 
HPC separation initiatives— — — 3.1 3.1 
Fiscal 2023 and 2022 restructuring0.2 — 0.7 — 0.9 
Global ERP transformation— — — 6.9 6.9 
Other project costs(0.1)— — 0.2 0.1 
Non-cash purchase accounting adjustments— — 0.9 — 0.9 
Impairment of operating lease asset— — 0.5 — 0.5 
Impairment of intangible assets— 39.0 4.0 — 43.0 
Representation and warranty insurance proceeds— — (65.0)— (65.0)
Legal and environmental— — 1.5 — 1.5 
Gain from debt repurchase— — — (4.7)(4.7)
HPC product recall— — 6.0 — 6.0 
Other0.1 — — 0.4 0.5 
Adjusted EBITDA$115.1 $28.5 $44.5 $8.5 $196.6 
Net sales$566.8 $232.7 $611.2 $— $1,410.7 
Net income (loss) from continuing operations margin17.0 %(8.7)%13.9 %— %4.8 %
Adjusted EBITDA margin20.3 %12.2 %7.3 %— %13.9 %
The following is a reconciliation of Net Income (Loss) From Continuing Operations to Adjusted EBITDA for SBH, by segment, for the six month period ended April 2, 2023.
(in millions, except %)GPCH&GHPCCorporateConsolidated
Net income (loss) from continuing operations$53.3 $(47.0)$(41.8)$(79.5)$(115.0)
Income tax benefit— — — (46.9)(46.9)
Interest expense— — — 65.0 65.0 
Depreciation7.5 3.7 6.1 6.8 24.1 
Amortization11.0 5.7 4.2 — 20.9 
EBITDA71.8 (37.6)(31.5)(54.6)(51.9)
Share based compensation— — — 7.7 7.7 
HHI divestiture and separation costs— — — 2.9 2.9 
HPC separation initiatives— — — 3.5 3.5 
Tristar integration— — 9.7 — 9.7 
Fiscal 2023 and 2022 restructuring2.1 0.2 2.4 0.4 5.1 
Global ERP transformation— — — 4.9 4.9 
Russia closing initiatives— — 2.8 — 2.8 
Other project costs3.6 2.1 1.6 4.6 11.9 
Non-cash purchase accounting adjustments— — 0.9 — 0.9 
Impairment of equipment and operating lease assets2.7 — 1.8 — 4.5 
Impairment of intangible assets— 48.0 19.0 — 67.0 
Unallocated shared costs— — — 12.5 12.5 
Early settlement of foreign currency cash flow hedges— — 3.9 — 3.9 
Gain from remeasurement of contingent consideration liability— — (1.5)— (1.5)
HPC product recall— — 1.9 — 1.9 
Other3.3 0.1 0.3 1.3 5.0 
Adjusted EBITDA$83.5 $12.8 $11.3 $(16.8)$90.8 
Net sales$574.3 $224.6 $643.6 $— $1,442.5 
Net income (loss) from continuing operations margin9.3 %(20.9)%(6.5)%— %(8.0)%
Adjusted EBITDA margin14.5 %5.7 %1.8 %— %6.3 %


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The following is a reconciliation of Net Income (Loss) From Continuing Operations to Adjusted EBITDA for SB/RH, by segment, for the three month period ended March 31, 2024.
(in millions, except %)GPCH&GHPCCorporateConsolidated
Net income (loss) from continuing operations$53.0 $(14.6)$69.3 $(57.3)$50.4 
Income tax expense— — — 25.6 25.6 
Interest expense— — — 16.9 16.9 
Depreciation3.5 2.0 2.7 6.1 14.3 
Amortization5.6 2.9 2.6 — 11.1 
EBITDA62.1 (9.7)74.6 (8.7)118.3 
Share based compensation— — — 4.1 4.1 
HHI separation costs— — — 0.8 0.8 
HPC separation initiatives— — — 2.8 2.8 
Fiscal 2023 and 2022 restructuring0.1 — 0.3 — 0.4 
Global ERP transformation— — — 3.9 3.9 
Other project costs— (0.1)(0.1)0.3 0.1 
Non-cash purchase accounting adjustments— — 0.5 — 0.5 
Impairment of operating lease asset— — 0.5 — 0.5 
Impairment of intangible assets— 39.0 — — 39.0 
Representation and warranty insurance proceeds— — (65.0)— (65.0)
Legal and environmental— — 0.3 — 0.3 
HPC product recall— — 6.7 — 6.7 
Other0.1 — — — 0.1 
Adjusted EBITDA$62.3 $29.2 $17.8 $3.2 $112.5 
Net sales$289.9 $160.7 $267.9 $— $718.5 
Net income (loss) from continuing operations margin18.3 %(9.1)%25.9 %— %7.0 %
Adjusted EBITDA margin21.5 %18.2 %6.6 %— %15.7 %

The following is a reconciliation of Net Income (Loss) From Continuing Operations to Adjusted EBITDA for SB/RH, by segment, for the three month period ended April 2, 2023.

(in millions, except %)GPCH&GHPCCorporateConsolidated
Net income (loss) from continuing operations$30.2 $(39.8)$(37.7)$(27.9)$(75.2)
Income tax benefit— — — (34.0)(34.0)
Interest expense— — — 31.7 31.7 
Depreciation3.8 1.9 2.9 3.3 11.9 
Amortization5.5 2.9 2.1 — 10.5 
EBITDA39.5 (35.0)(32.7)(26.9)(55.1)
Share based compensation— — — 4.0 4.0 
HHI divestiture and separation costs— — — 1.4 1.4 
HPC separation initiatives— — — 1.1 1.1 
Tristar integration— — 4.0 — 4.0 
Fiscal 2023 and 2022 restructuring2.1 — 2.4 0.1 4.6 
Global ERP transformation— — — 3.3 3.3 
Russia closing initiatives— — (0.1)— (0.1)
Other project costs1.6 2.1 0.6 2.2 6.5 
Non-cash purchase accounting adjustments— — 0.5 — 0.5 
Impairment of equipment and operating lease assets2.7 — 1.5 — 4.2 
Impairment of intangible assets— 48.0 19.0 — 67.0 
Unallocated shared costs— — — 6.3 6.3 
Early settlement of foreign currency cash flow hedges— — 1.3 — 1.3 
HPC product recall— — 1.6 — 1.6 
Other0.4 — — 0.2 0.6 
Adjusted EBITDA$46.3 $15.1 $(1.9)$(8.3)$51.2 
Net sales$296.7 $153.3 $279.2 $— $729.2 
Net income (loss) from continuing operations margin10.2 %(26.0)%(13.5)%— %(10.3)%
Adjusted EBITDA margin15.6 %9.8 %(0.7)%— %7.0 %


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The following is a reconciliation of Net Income (Loss) From Continuing Operations to Adjusted EBITDA for SB/RH, by segment, for the six month period ended March 31, 2024.
(in millions, except %)GPCH&GHPCCorporateConsolidated
Net income (loss) from continuing operations$96.6 $(20.2)$85.2 $(93.1)$68.5 
Income tax expense— — — 37.8 37.8 
Interest expense— — — 36.1 36.1 
Depreciation7.1 4.0 5.4 12.3 28.8 
Amortization11.2 5.7 5.3 — 22.2 
EBITDA114.9 (10.5)95.9 (6.9)193.4 
Share based compensation— — — 7.8 7.8 
HHI separation costs— — — 2.1 2.1 
HPC separation initiatives— — — 3.1 3.1 
Fiscal 2023 and 2022 restructuring0.2 — 0.7 — 0.9 
Global ERP transformation— — — 6.9 6.9 
Other project costs(0.1)— — 0.2 0.1 
Non-cash purchase accounting adjustments— — 0.9 — 0.9 
Impairment of operating lease assets— — 0.5 — 0.5 
Impairment of intangible assets— 39.0 4.0 — 43.0 
Representation and warranty insurance proceeds— — (65.0)— (65.0)
Legal and environmental— — 1.5 — 1.5 
Gain from debt repurchase— — — (4.7)(4.7)
HPC product recall— — 6.0 — 6.0 
Other0.1 — — 0.5 0.6 
Adjusted EBITDA$115.1 $28.5 $44.5 $9.0 $197.1 
Net sales$566.8 $232.7 $611.2 $— $1,410.7 
Net income (loss) from continuing operations margin17.0 %(8.7)%13.9 %— %4.9 %
Adjusted EBITDA margin20.3 %12.2 %7.3 %— %14.0 %
The following is a reconciliation of Net Income (Loss) From Continuing Operations to Adjusted EBITDA for SB/RH, by segment, for the six month period ended April 2, 2023.
(in millions, except %)GPCH&GHPCCorporateConsolidated
Net income (loss) from continuing operations$53.3 $(47.0)$(41.8)$(79.5)$(115.0)
Income tax benefit— — — (46.3)(46.3)
Interest expense— — — 65.1 65.1 
Depreciation7.5 3.7 6.1 6.8 24.1 
Amortization11.0 5.7 4.2 — 20.9 
EBITDA71.8 (37.6)(31.5)(53.9)(51.2)
Share based compensation— — — 7.1 7.1 
HHI divestiture and separation costs— — — 2.9 2.9 
HPC separation initiatives— — — 3.5 3.5 
Tristar integration— — 9.7 — 9.7 
Fiscal 2023 and 2022 Restructuring2.1 0.2 2.4 0.4 5.1 
Global ERP transformation— — — 4.9 4.9 
Russia closing initiatives— — 2.8 — 2.8 
Other project costs3.6 2.1 1.6 4.6 11.9 
Non-cash purchase accounting adjustments— — 0.9 — 0.9 
Impairment of equipment and operating lease assets2.7 — 1.8 — 4.5 
Impairment of intangible assets— 48.0 19.0 — 67.0 
Unallocated shared costs— — — 12.5 12.5 
Early settlement of foreign currency cash flow hedges— — 3.9 — 3.9 
Gain from remeasurement of contingent consideration liability— — (1.5)— (1.5)
HPC product recall— — 1.9 — 1.9 
Other3.3 0.1 0.3 1.3 5.0 
Adjusted EBITDA$83.5 $12.8 $11.3 $(16.7)$90.9 
Net sales$574.3 $224.6 $643.6 $— $1,442.5 
Net income (loss) from continuing operations margin9.3 %(20.9)%(6.5)%— %(8.0)%
Adjusted EBITDA margin14.5 %5.7 %1.8 %— %6.3 %
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Overview
The Company is a diversified global branded consumer products company.  We manage the businesses in three vertically integrated, product-focused segments: (i) Global Pet Care (“GPC”), (ii) Home and Garden (“H&G”), and (iii) Home and Personal Care (“HPC”).  The Company manufactures, markets and/or distributes its products globally in the North America (“NA”), Europe, Middle East & Africa (“EMEA”), Latin America (“LATAM”) and Asia-Pacific (“APAC”) regions through a variety of trade channels, including retailers, wholesalers and distributors. We enjoy strong name recognition in our regions under our 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 financial results for all product lines within that segment on a global basis. 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. The following is an overview of the consolidated business, by segment, summarizing product categories and brands:
SegmentProduct CategoriesBrands
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.
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 HarvestTM.
Aquatics: Consumer and commercial aquarium kits, stand-alone tanks; aquatics equipment such as filtration systems, heaters and pumps; and aquatics consumables such as fish food, water management and care.
Aquatics: Tetra®, Marineland®, GloFish®, OmegaSea®, Instant Ocean®,
H&G
Household: Household pest control solutions such as spider and scorpion killers; ant and roach killers; flying insect killers; insect foggers; wasp and hornet killers; and bedbug, flea and tick control products.
Household: Hot Shot®, Black Flag®, EcoLogic®, Real-Kill®, Ultra Kill®, The Ant Trap® (TAT), and Rid-A-Bug®.
Controls: Outdoor insect and weed control solutions, and animal repellents such as aerosols, granules, and ready-to-use sprays or hose-end ready-to-sprays.
Controls: Spectracide®, Garden Safe®, Liquid Fence®.
Repellents: Personal use pesticides and insect repellent products, including aerosols, lotions, pump sprays and wipes, yard sprays and citronella candles.
Repellents: Cutter® and Repel®.
Cleaning: Household surface cleaning, maintenance, and restoration products, including bottled liquids, mops, wipes and markers.
Cleaning: Rejuvenate®
HPC
Kitchen & Home Appliances: Small kitchen appliances including toaster ovens, coffeemakers, slow cookers, air fryers, blenders, hand mixers, grills, food processors, juicers, toasters, irons, kettles, bread makers, cookware, and cookbooks.
Kitchen & Home Appliances: Black + Decker®, Russell Hobbs®, PowerXL®, George Foreman®, Emeril Legasse®, Copper Chef ®, Toastmaster®, Juiceman®, Farberware®, and Breadman®
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, and haircut kits.
Personal Care: Remington®
SB/RH is a wholly owned subsidiary of SBH. Spectrum Brands, Inc. (“SBI”), a wholly-owned subsidiary of SB/RH, incurred certain debt guaranteed by SB/RH and domestic subsidiaries of SBI. See Note 8 – Debt included in Notes to the Condensed Consolidated Financial Statements, included elsewhere in this Quarterly Report for more information pertaining to debt. The reportable segments of SB/RH are consistent with the segments of SBH. See Note 16 – Segment Information included in Notes to the Condensed Consolidated Financial Statements, included elsewhere in this Quarterly Report for more information pertaining to segments of continuing operations.
Strategic transactions, restructuring and optimization initiatives
The Company periodically evaluates and enters into strategic transactions that may result in the acquisition or divestiture of a business which impacts the comparability of the financial results of the consolidated group and or segments. Additionally, we develop and enter into restructuring and optimization initiatives to improve efficiencies and utilization to reduce costs, increase revenues and improve margins, which may have a significant impact on the comparability of financial results on the condensed consolidated financial statements. These changes and updates are inherently difficult and are made even more difficult by current global economic conditions. Our ability to achieve the anticipated cost savings and other benefits from such operating strategies may be affected by a number of other macro-economic factors, or inflation and increased interest rates, many of which are beyond our control. Moreover, the comparability of financial information may be impacted by incremental amounts attributable to such strategic transactions, restructuring and optimization initiatives. The following strategic decisions have been considered as having a significant impact on the comparability of the financial results on the condensed consolidated financial statements and segment financial information.
•HHI Divestiture - On June 20, 2023, the Company completed its divestiture of its HHI segment. See Note 2 - Divestitures in the Notes to the Condensed Consolidated Financial Statements, included elsewhere in this Quarterly Report for further detail. The Company has incurred incremental project costs attributable to the divestiture, consisting of legal and professional fees to effect the realization and close of the transaction, separation and transition of systems and processes supporting the divested business and operations of enabling functions within transition services agreements ("TSAs"), plus incremental retention costs for personnel supporting such transition efforts. Incremental costs are expected to be incurred for a transition period of approximately 12-24 months following the close of the transaction as the Company exits various TSAs.
•HPC Separation Initiatives - The Company has initiated projects to facilitate a strategic separation of the Company's HPC segment in the most advantageous way to realize value for both the HPC business as a standalone appliance business either through a spin, merger or sale of the business and the retained GPC and H&G businesses of the consolidated group. Costs are primarily attributable to legal and professional fees incurred to assess opportunities, evaluate transaction considerations, including potential tax and compliance implications to the consolidated group, costs directly attributable to the legal entity separation and transfer of net assets of the HPC operations from the commingled operations of the Company, plus the segregation of systems and processes. Costs attributable to the initiative are expected to be incurred until a transaction is realized.
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•Tristar Integration - During the year ended September 30, 2022, the Company acquired 100% of the Tristar Business that includes a portfolio of home appliances and cookware products sold under the PowerXL®, Emeril Lagasse®, and Copper Chef® brands. The Company incurred incremental costs to combine and integrate the acquired business with the HPC segment, primarily towards the integration of systems and processes, merger of commercial operations and supply chain, professional fees to consolidate financial records, plus incremental retention costs for personnel supporting the transition and integration efforts. Substantially all costs have been incurred through September 30, 2023 and no further costs are anticipated in the subsequent periods.
•Global ERP Transformation - During the year ended September 30, 2021, the Company entered into a SAP S/4 HANA ERP transformation project to upgrade and implement our enterprise-wide operating systems to SAP S/4 HANA on a global basis. This is a multi-year project that includes various costs, including software configuration and implementation costs that would be recognized as either capital expenditures or deferred costs in accordance with applicable accounting policies, with certain costs recognized as operating expense associated with project development and project management costs, and professional services engaged towards planning, design and business process review that do not qualify as software configuration and implementation costs. The Company has substantially completed the build phase and initiated a pilot deployment in the prior year with subsequent deployments planned later this year. Costs are anticipated to be incurred through various deployments expected through September 30, 2025.
•Fiscal 2023 and 2022 Restructuring - During the years ended September 30, 2023 and 2022, the Company entered into initiatives in response to continuing pressures within the consumer products and retail markets and adjusted strategic initiatives within certain segments, resulting in the realization of headcount reductions. Substantially all costs associated with the initiatives have been recognized in prior periods and any subsequent amounts are attributable to changes in estimates, headcounts and timing of communication.
•Russia Closing Initiative - During the year ended September 30, 2022, the Company initiated the close of its commercial operations in Russia, predominantly supporting the HPC segment. The Company recognized impairment costs on working capital assets such as inventory and receivables that were not considered recoverable due to the restriction and suspension of commercial activity in Russia and has substantially liquidated all assets. Remaining costs primarily consist of administrative cost to dissolve the entity.
In addition to the initiatives discussed above, the Company regularly engages in other initiatives that may incur incremental costs which may not result in a realized transaction or are less significant initiatives and therefore have been separately disclosed and recognized as other project costs. The following is a reconciliationsummary of net income to Adjusted EBITDAincremental costs for SBH forthe three and six month periods ended March 31, 2024 and April 2, 2023.
Three Month Periods EndedSix Month Periods Ended
(in millions)March 31, 2024April 2, 2023March 31, 2024April 2, 2023
HHI divestiture and separation costs$0.8 $1.4 $2.1 $2.9 
HPC separation initiatives2.8 1.1 3.1 3.5 
Tristar integration— 4.0 — 9.7 
Fiscal 2023 and 2022 restructuring0.4 4.6 0.9 5.1 
Global ERP transformation3.9 3.3 6.9 4.9 
Russia closing initiative— (0.1)— 2.8 
Other project costs0.1 6.5 0.1 11.9 
Total$8.0 $20.8 $13.1 $40.8 
Reported as:
Net sales$— $(0.1)$— $(1.0)
Cost of goods sold— 0.4 — 1.9 
Selling, general and administrative8.0 20.5 13.1 39.9 
Financing Activity
Financing activity during and between comparable periods may have a significant impact on the comparability of financial results on the condensed consolidated financial statements.
•Following the close of the HHI divestiture on June 20, 2023, the Company repaid its outstanding term loan and all outstanding borrowings with the Revolver Facility under the Credit Agreement, and terminated the Incremental Revolving Credit Facility Tranche, along with the remaining aggregate principal of its 5.750% Senior Notes due 2025 in full at the redemptions price and repurchased a portion of its remaining outstanding Senior Notes. The Company repurchased outstanding bonds at a discount recognizing a gain of $4.7 million during the six month period ended March 31, 2024.
•During the three month period ended July 2, 2023.December 31, 2023, the Company entered into the Second Amended and Restated Credit Agreement (the "Credit Agreement"), refinancing the Company's previous credit agreement, extending maturity to October 19, 2028 and reduced capacity of the Revolver Facility to $500.0 million.
(in millions)GPCH&GHPCCorporateConsolidated
Net income (loss) from continuing operations$38.0 $26.2 $(156.5)$(79.9)$(172.2)
Income tax expense— — — 13.9 13.9 
Interest expense— — — 38.9 38.9 
Depreciation4.1 1.8 2.8 3.4 12.1 
Amortization5.6 2.8 2.1 — 10.5 
EBITDA47.7 30.8 (151.6)(23.7)(96.8)
Share based compensation— — — 4.8 4.8 
Tristar integration— — 1.0 — 1.0 
HHI divestiture— — — 4.0 4.0 
HPC separation initiatives— — — 0.5 0.5 
Fiscal 2023 restructuring0.5 — 0.4 — 0.9 
Russia closing initiatives— — 0.2 — 0.2 
Global ERP transformation— — — 3.7 3.7 
HPC brand portfolio transitions— — 0.7 — 0.7 
Other project costs0.2 — 0.7 0.3 1.2 
Unallocated shared costs— — — 5.3 5.3 
Non-cash purchase accounting adjustments— — 0.5 — 0.5 
Impairment of equipment and operating lease assets5.2 — (1.6)— 3.6 
Impairment of goodwill— — 111.1 — 111.1 
Impairment of intangible assets— 8.0 45.7 — 53.7 
Early settlement of foreign currency cash flow hedges— — 0.7 — 0.7 
Legal and environmental— (0.2)1.7 — 1.5 
HPC product recall— — 1.9 — 1.9 
Adjusted EBITDA$53.6 $38.6 $11.4 $(5.1)$98.5 
Net sales$272.3 $186.6 $276.6 $— $735.5 
Adjusted EBITDA margin19.7 %20.7 %4.1 %— 13.4 %
See Note 8 - Debt in the Notes to the Condensed Consolidated Financial Statements, included elsewhere in this Quarterly Report for additional detail regarding debt and financing activity.

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Inflation, Supply Chain and Macroeconomic Environment.
The followingCompany has experienced an inflationary environment on a global basis in the wake of the COVID-19 pandemic, geopolitical instability and supply chain constraints such as labor shortages, increased freight and distribution costs from transportation and logistics, higher commodity costs, rising energy pricing, and foreign currency volatility. Together with labor shortages and higher demand for talent, the current economic environment is a reconciliationdriving higher wages. Our ability to meet labor needs, control wage and labor-related costs and minimize labor disruptions will be key to our success of net incomeoperating our business and executing our business strategies. In response to Adjusted EBITDA for SBH forinflation, our segments have taken pricing actions to address rising costs and foreign currency fluctuations to mitigate impacts to our margins. We can provide no assurance that such mitigation will be available in the three month period ended July 3, 2022.future.
(in millions)GPCH&GHPCCorporateConsolidated
Net income (loss) from continuing operations$18.8 $36.3 $12.6 $(64.7)$3.0 
Income tax expense— — — 2.0 2.0 
Interest expense— — — 26.0 26.0 
Depreciation4.0 1.8 2.9 3.6 12.3 
Amortization5.6 2.8 4.7 — 13.1 
EBITDA28.4 40.9 20.2 (33.1)56.4 
Share based compensation— — — (0.7)(0.7)
Tristar integration— — 5.6 — 5.6 
Armitage integration0.1 — — — 0.1 
Omega integration0.1 — — — 0.1 
HHI divestiture— — — 0.6 0.6 
HPC separation initiatives— — — 10.7 10.7 
Coevorden operations separation1.9 — — — 1.9 
Fiscal 2022 restructuring3.1 0.6 3.7 0.7 8.1 
Russia closing initiatives(1.4)— 1.8 — 0.4 
Global ERP transformation— — — 3.4 3.4 
HPC brand portfolio transition— — 0.3 — 0.3 
GPC distribution center transition8.4 — — — 8.4 
Global productivity improvement program0.2 — 0.5 0.5 1.2 
Other project costs0.1 — 0.4 3.6 4.1 
Unallocated shared costs— — — 7.0 7.0 
Non-cash purchase accounting adjustments— — 4.3 — 4.3 
Gain from remeasurement of contingent consideration liability— — (25.0)— (25.0)
Early settlement of foreign currency cash flow hedges— — (8.2)— (8.2)
Salus and other— 1.3 — 0.1 1.4 
Adjusted EBITDA$40.9 $42.8 $3.6 $(7.2)$80.1 
Net sales$290.2 $198.5 $329.3 $— $818.0 
Adjusted EBITDA margin14.1 %21.6 %1.1 %— 9.8 %
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TableWhile we have seen more stability in the recent economic environment and have not experienced significant disruption in our recent operating results, the risks of Contents

future negative impacts due to transportation, logistical or supply constraints remain present, and the Company could continue to experience corresponding incremental costs and margin pressures. We are unable to predict how long the current environment will continue and we expect the economic environment to remain uncertain as we navigate the current geopolitical environment, post-pandemic volatility, labor challenges, changes in supply chain and the overall current economic environment.
The following isCompany does not maintain a reconciliationsignificant level of net incomeoperations within the territories directly affected by the Russia-Ukraine war and the Israel-Hamas war, including the Middle East, and we had previously closed the commercial operations within Russia to Adjusted EBITDA for SBH forreduce risk and exposure, but the nine month period ended July 2, 2023.
(in millions)GPCH&GHPCCorporateConsolidated
Net income (loss) from continuing operations$91.3 $(20.8)$(198.2)$(159.5)$(287.2)
Income tax benefit— — — (33.0)(33.0)
Interest expense— — — 103.9 103.9 
Depreciation11.6 5.4 9.0 10.2 36.2 
Amortization16.6 8.6 6.2 — 31.4 
EBITDA119.5 (6.8)(183.0)(78.4)(148.7)
Share based compensation— — — 12.5 12.5 
Tristar integration— — 10.7 — 10.7 
HHI divestiture— — — 6.9 6.9 
HPC separation initiatives— — — 4.0 4.0 
Coevorden operations separation2.7 — — — 2.7 
Fiscal 2023 restructuring2.5 — 2.8 — 5.3 
Fiscal 2022 restructuring0.1 0.2 — 0.4 0.7 
Russia closing initiatives— — 2.9 — 2.9 
Global ERP transformation— — — 8.5 8.5 
HPC brand portfolio transitions— — 2.1 — 2.1 
Other project costs1.1 2.1 0.9 4.8 8.9 
Unallocated shared costs— — — 18.1 18.1 
Non-cash purchase accounting adjustments— — 1.4 — 1.4 
Gain from remeasurement of contingent consideration liability— — (1.5)— (1.5)
Impairment of equipment and operating lease assets7.9 — 0.2 — 8.1 
Impairment of goodwill— — 111.1 — 111.1 
Impairment of intangible assets— 56.0 64.7 — 120.7 
Early settlement of foreign currency cash flow hedges— — 4.6 — 4.6 
Legal and environmental— (0.2)1.7 — 1.5 
HPC product recall— — 3.8 — 3.8 
Salus and other3.3 0.1 0.3 1.3 5.0 
Adjusted EBITDA$137.1 $51.4 $22.7 $(21.9)$189.3 
Net sales$846.5 $411.3 $920.3 $— $2,178.1 
Adjusted EBITDA margin16.2 %12.5 %2.5 %— 8.7 %
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Tableeconomic sanctions and hostilities attributable to such conflicts may negatively impact ours and our customers' financial viability and supply chains, which may negatively impact us, supply chain demands, or the demands or economic viability of Contents

The following is a reconciliationour customers in other parts of net income to Adjusted EBITDA for SBH for the nine month period ended July 3, 2022.
(in millions)GPCH&GHPCCorporateConsolidated
Net income (loss) from continuing operations$49.1 $50.7 $12.7 $(164.8)$(52.3)
Income tax benefit— — — (20.8)(20.8)
Interest expense— — — 72.4 72.4 
Depreciation11.1 5.4 9.2 10.9 36.6 
Amortization17.1 8.6 14.2 — 39.9 
EBITDA77.3 64.7 36.1 (102.3)75.8 
Share based compensation— — — 11.4 11.4 
Tristar acquisition and integration— — 20.0 — 20.0 
Rejuvenate integration— 7.0 — — 7.0 
Armitage integration1.4 — — — 1.4 
Omega integration1.5 — — — 1.5 
HHI divestiture— — — 6.1 6.1 
HPC separation initiatives— — — 15.4 15.4 
Coevorden operations separation7.3 — — — 7.3 
Fiscal 2022 restructuring3.1 0.6 3.7 0.7 8.1 
Russia closing initiatives0.2 — 3.8 — 4.0 
Global ERP transformation— — — 9.4 9.4 
HPC brand portfolio transitions— — 0.3 — 0.3 
GPC distribution center transition28.3 — — — 28.3 
Global productivity improvement program0.9 — 2.5 1.8 5.2 
Other project costs0.2 — 0.6 9.9 10.7 
Unallocated shared costs— — — 20.7 20.7 
Non-cash purchase accounting adjustments— — 7.8 — 7.8 
Gain from remeasurement of contingent consideration liability— — (25.0)— (25.0)
Early settlement of foreign currency cash flow hedges— — (8.2)— (8.2)
Legal and environmental— (0.5)— — (0.5)
Salus and other— 1.3 — 0.4 1.7 
Adjusted EBITDA$120.2 $73.1 $41.6 $(26.5)$208.4 
Net sales$887.5 $470.3 $1,025.2 $— $2,383.0 
Adjusted EBITDA margin13.5 %15.5 %4.1 %— %8.7 %
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The following is a reconciliation of net income to Adjusted EBITDA for SB/RH for the three month period ended July 2, 2023.
(in millions)GPCH&GHPCCorporateConsolidated
Net income (loss) from continuing operations$38.0 $26.2 $(156.5)$(81.5)$(173.8)
Income tax expense— — — 17.0 17.0 
Interest expense— — — 38.2 38.2 
Depreciation4.1 1.8 2.8 3.4 12.1 
Amortization5.6 2.8 2.1 — 10.5 
EBITDA47.7 30.8 (151.6)(22.9)(96.0)
Share based compensation— — — 4.3 4.3 
Tristar integration— — 1.0 — 1.0 
HHI divestiture— — — 4.0 4.0 
HPC separation initiatives— — — 0.5 0.5 
Fiscal 2023 restructuring0.5 — 0.4 — 0.9 
Russia closing initiatives— — 0.2 — 0.2 
Global ERP transformation— — — 3.7 3.7 
HPC brand portfolio transitions— — 0.7 — 0.7 
Other project costs0.2 — 0.7 0.3 1.2 
Unallocated shared costs— — — 5.3 5.3 
Non-cash purchase accounting adjustments— — 0.5 — 0.5 
Impairment of equipment and operating lease assets5.2 — (1.6)— 3.6 
Impairment of goodwill— — 111.1 — 111.1 
Impairment of intangible assets— 8.0 45.7 — 53.7 
Early settlement of foreign currency cash flow hedges— — 0.7 — 0.7 
Legal and environmental— (0.2)1.7 — 1.5 
HPC product recall— — 1.9 — 1.9 
Adjusted EBITDA$53.6 $38.6 $11.4 $(4.8)$98.8 
Net Sales$272.3 $186.6 $276.6 $— $735.5 
Adjusted EBITDA margin19.7 %20.7 %4.1 %— 13.4 %
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The following is a reconciliation of net income to Adjusted EBITDA for SB/RH for the three month period ended July 3, 2022.
(in millions)GPCH&GHPCCorporateConsolidated
Net income (loss) from continuing operations$18.8 $36.3 $12.6 $(64.0)$3.7 
Income tax expense— — — 2.0 2.0 
Interest expense— — — 26.1 26.1 
Depreciation4.0 1.8 2.9 3.6 12.3 
Amortization5.6 2.8 4.7 — 13.1 
EBITDA28.4 40.9 20.2 (32.3)57.2 
Share based compensation— — — (1.1)(1.1)
Tristar acquisition— — 5.6 — 5.6 
Armitage integration0.1 — — — 0.1 
Omega integration0.1 — — — 0.1 
HHI divestiture— — — 0.6 0.6 
HPC separation initiatives— — — 10.7 10.7 
Coevorden operations separation1.9 — — — 1.9 
Fiscal 2022 restructuring3.1 0.6 3.7 0.7 8.1 
Russia closing initiatives(1.4)— 1.8 — 0.4 
Global ERP transformation— — — 3.4 3.4 
HPC brand portfolio transition— — 0.3 — 0.3 
GPC distribution center transition8.4 — — — 8.4 
Global productivity improvement program0.2 — 0.5 0.5 1.2 
Other project costs0.1 — 0.4 3.6 4.1 
Unallocated shared costs— — — 7.0 7.0 
Non-cash purchase accounting adjustments— — 4.3 — 4.3 
Gain from remeasurement of contingent consideration liability— — (25.0)— (25.0)
Early settlement of foreign currency cash flow hedges— — (8.2)— (8.2)
Other— 1.3 — 0.2 1.5 
Adjusted EBITDA$40.9 $42.8 $3.6 $(6.7)$80.6 
Net Sales$290.2 $198.5 $329.3 $— $818.0 
Adjusted EBITDA margin14.1 %21.6 %1.1 %— %9.9 %
world.

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The following is a reconciliation of net income to Adjusted EBITDA for SB/RH for the nine month period ended July 2, 2023.
(in millions)GPCH&GHPCCorporateConsolidated
Net income (loss) from continuing operations$91.3 $(20.8)$(198.2)$(161.1)$(288.8)
Income tax benefit— — — (29.3)(29.3)
Interest expense— — — 103.3 103.3 
Depreciation11.6 5.4 9.0 10.2 36.2 
Amortization16.6 8.6 6.2 — 31.4 
EBITDA119.5 (6.8)(183.0)(76.9)(147.2)
Share based compensation— — — 11.4 11.4 
Tristar integration— — 10.7 — 10.7 
HHI divestiture— — — 6.9 6.9 
HPC separation initiatives— — — 4.0 4.0 
Coevorden operations separation2.7 — — — 2.7 
Fiscal 2023 restructuring2.5 — 2.8 — 5.3 
Fiscal 2022 restructuring0.1 0.2 — 0.4 0.7 
Russia closing initiatives— — 2.9 — 2.9 
Global ERP transformation— — — 8.5 8.5 
HPC brand portfolio transitions— — 2.1 — 2.1 
Other project costs1.1 2.1 0.9 4.8 8.9 
Unallocated shared costs— — — 18.1 18.1 
Non-cash purchase accounting adjustments— — 1.4 — 1.4 
Gain from remeasurement of contingent consideration liability— — (1.5)— (1.5)
Impairment of equipment and operating lease assets7.9 — 0.2 — 8.1 
Impairment of goodwill— — 111.1 — 111.1 
Impairment of intangible assets— 56.0 64.7 — 120.7 
Early settlement of foreign currency cash flow hedges— — 4.6 — 4.6 
Legal and environmental— (0.2)1.7 — 1.5 
HPC product recalls— — 3.8 — 3.8 
Other3.3 0.1 0.3 1.3 5.0 
Adjusted EBITDA$137.1 $51.4 $22.7 $(21.5)$189.7 
Net sales$846.5 $411.3 $920.3 $— $2,178.1 
Adjusted EBITDA margin16.2 %12.5 %2.5 %— 8.7 %

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The following is a reconciliation of net income to Adjusted EBITDA for SB/RH for the nine month period ended July 3, 2022.
(in millions)GPCH&GHPCCorporateConsolidated
Net income (loss) from continuing operations$49.1 $50.7 $12.7 $(163.5)$(51.0)
Income tax benefit— — — (20.4)(20.4)
Interest expense— — — 72.7 72.7 
Depreciation11.1 5.4 9.2 10.9 36.6 
Amortization17.1 8.6 14.2 — 39.9 
EBITDA77.3 64.7 36.1 (100.3)77.8 
Share based compensation— — — 10.7 10.7 
Tristar acquisition and integration— — 20.0 — 20.0 
Rejuvenate integration— 7.0 — — 7.0 
Armitage integration1.4 — — — 1.4 
Omega integration1.5 — — — 1.5 
HHI divestiture— — — 6.1 6.1 
HPC separation initiatives— — — 15.4 15.4 
Coevorden operations separation7.3 — — — 7.3 
Fiscal 2022 Restructuring3.1 0.6 3.7 0.7 8.1 
Russia closing initiatives0.2 — 3.8 — 4.0 
Global ERP transformation— — — 9.4 9.4 
HPC brand portfolio transitions— — 0.3 — 0.3 
GPC distribution center transition28.3 — — — 28.3 
Global productivity improvement program0.9 — 2.5 1.8 5.2 
Other project costs0.2 — 0.6 9.9 10.7 
Unallocated shared costs— — — 20.7 20.7 
Non-cash purchase accounting adjustments— — 7.8 — 7.8 
Gain from remeasurement of contingent consideration liability— — (25.0)— (25.0)
Early settlement of foreign currency cash flow hedges— — (8.2)— (8.2)
Legal and environmental— (0.5)— — (0.5)
Other— 1.3 — 0.1 1.4 
Adjusted EBITDA$120.2 $73.1 $41.6 $(25.5)$209.4 
Net sales$887.5 $470.3 $1,025.2 $— $2,383.0 
Adjusted EBITDA margin13.5 %15.5 %4.1 %— 8.8 %
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Consolidated Results of Operations
The following is summarized consolidated results of operations for SBH for the three and ninesix month periods ended JulyMarch 31, 2024 and April 2, 2023 and July 3, 2022.2023.
(in millions, except %)(in millions, except %)Three Month Periods EndedVarianceNine Month Periods EndedVariance(in millions, except %)Three Month Periods EndedVarianceSix Month Periods EndedVariance
July 2, 2023July 3, 2022July 2, 2023July 3, 2022
Net salesNet sales$735.5 $818.0 $(82.5)(10.1)%$2,178.1 $2,383.0 $(204.9)(8.6)%
Net sales
Net sales$718.5 $729.2 $(10.7)(1.5)%$1,410.7 $1,442.5 $(31.8)(2.2)%
Gross profitGross profit263.5 276.0 (12.5)(4.5)%679.9 750.9 (71.0)(9.5)%Gross profit273.4 214.5 214.5 58.9 58.9 27.5 27.5 %518.4 416.4 416.4 102.0 102.0 24.5 24.5 %
Gross profit margin35.8 %33.7 %210 bps31.2 %31.5 %(30)bps
Operating expenses$388.2 $237.3 $150.9 63.6 %$901.7 $744.2 $157.5 21.2 %
Selling, general & administrative
Selling, general & administrative
Selling, general & administrative223.5 224.5 (1.0)(0.4)%439.4 448.1 (8.7)(1.9)%
Impairment of intangible assetsImpairment of intangible assets39.0 67.0 (28.0)(41.8)%43.0 67.0 (24.0)(35.8)%
Representation and warranty insurance proceedsRepresentation and warranty insurance proceeds(65.0)— (65.0)n/m(65.0)— (65.0)n/m
Gain from remeasurement of contingent consideration liabilityGain from remeasurement of contingent consideration liability— — — n/m— (1.5)1.5 n/m
Interest expenseInterest expense38.9 26.0 12.9 49.6 %103.9 72.4 31.5 43.5 %Interest expense16.9 31.6 31.6 (14.7)(14.7)(46.5)(46.5)%36.1 65.0 65.0 (28.9)(28.9)(44.5)(44.5)%
Interest incomeInterest income(5.4)(0.1)(5.3)n/m(5.6)(0.5)(5.1)n/mInterest income(17.5)(0.2)(0.2)(17.3)(17.3)n/mn/m(40.9)(0.4)(0.4)(40.5)(40.5)n/mn/m
Gain from debt repurchaseGain from debt repurchase— — — n/m(4.7)— (4.7)n/m
Other non-operating expense, netOther non-operating expense, net0.1 7.8 (7.7)n/m0.1 7.9 (7.8)(98.7)%Other non-operating expense, net1.1 1.4 1.4 (0.3)(0.3)(21.4)(21.4)%5.2 0.1 0.1 5.1 5.1 n/mn/m
Income tax expense (benefit)Income tax expense (benefit)13.9 2.0 11.9 595.0 %(33.0)(20.8)(12.2)58.7 %Income tax expense (benefit)25.5 (34.8)(34.8)60.3 60.3 n/mn/m37.9 (46.9)(46.9)84.8 84.8 n/mn/m
Net (loss) income from continuing operations(172.2)3.0 (175.2)n/m(287.2)(52.3)(234.9)449.1 %
Net income (loss) from continuing operationsNet income (loss) from continuing operations49.9 (75.0)124.9 n/m67.4 (115.0)182.4 n/m
Income from discontinued operations, net of taxIncome from discontinued operations, net of tax2,031.8 29.9 2,001.9 n/m2,072.7 109.8 1,962.9 n/mIncome from discontinued operations, net of tax11.0 21.4 21.4 (10.4)(10.4)(48.6)(48.6)%22.7 40.9 40.9 (18.2)(18.2)(44.5)(44.5)%
Net income1,859.6 32.9 1,826.7 n/m1,785.5 57.5 1,728.0 n/m
Net income (loss)Net income (loss)60.9 (53.6)114.5 n/m90.1 (74.1)164.2 n/m
n/m = not meaningfuln/m = not meaningful

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Net Sales. The following is a summary of net sales by segment for the three and ninesix month periods ended JulyMarch 31, 2024 and April 2, 2023, and July 3, 2022, and the principal components of changes in net sales for the respective periods.
(in millions, except %)(in millions, except %)Three Month Periods EndedVarianceNine Month Periods EndedVariance(in millions, except %)Three Month Periods EndedVarianceSix Month Periods EndedVariance
July 2, 2023July 3, 2022July 2, 2023July 3, 2022
GPCGPC$272.3 $290.2 $(17.9)(6.2)%$846.5 $887.5 $(41.0)(4.6)%
GPC
GPC$289.9 $296.7 $(6.8)(2.3)%$566.8 $574.3 $(7.5)(1.3)%
H&GH&G186.6 198.5 (11.9)(6.0)%411.3 470.3 (59.0)(12.5)%H&G160.7 153.3 153.3 7.4 7.4 4.8 4.8 %232.7 224.6 224.6 8.1 8.1 3.6 3.6 %
HPCHPC276.6 329.3 (52.7)(16.0)%920.3 1,025.2 (104.9)(10.2)%HPC267.9 279.2 279.2 (11.3)(11.3)(4.0)(4.0)%611.2 643.6 643.6 (32.4)(32.4)(5.0)(5.0)%
Net SalesNet Sales$735.5 $818.0 (82.5)(10.1)%$2,178.1 $2,383.0 (204.9)(8.6)%Net Sales$718.5 $$729.2 (10.7)(10.7)(1.5)(1.5)%$1,410.7 $$1,442.5 (31.8)(31.8)(2.2)(2.2)%
(in millions)(in millions)Three Month Periods EndedNine Month Periods Ended(in millions)Three Month Periods EndedSix Month Periods Ended
Net Sales for the period ended July 3, 2022$818.0 $2,383.0 
Net Sales for the period ended April 2, 2023
Decrease in GPCDecrease in GPC(18.7)(20.3)
Decrease in H&G(11.9)(59.1)
Increase in H&G
Decrease in HPCDecrease in HPC(48.4)(153.1)
Acquisition sales— 89.9 
Foreign currency impact, netForeign currency impact, net(3.5)(62.3)
Net Sales for the period ended July 2, 2023$735.5 $2,178.1 
Foreign currency impact, net
Foreign currency impact, net
Net Sales for the period ended March 31, 2024
Three Month Period Ended March 31, 2024VolumePriceForeign CurrencyTotalOrganic
GPC(2.3)%(0.7)%0.7 %(2.3)%(3.0)%
H&G6.0 %(1.2)%— %4.8 %4.8 %
HPC(5.8)%2.1 %(0.3)%(4.0)%(3.7)%
Total(1.8)%0.2 %0.1 %(1.5)%(1.6)%
Six Month Period Ended March 31, 2024VolumePriceForeign CurrencyTotalOrganic
GPC(1.7)%(0.9)%1.3 %(1.3)%(2.6)%
H&G3.7 %(0.1)%— %3.6 %3.6 %
HPC(6.6)%0.7 %0.9 %(5.0)%(5.9)%
Total(3.0)%(0.1)%0.9 %(2.2)%(3.1)%
Refer to the segment financial data section below for further discussion on net sales results.
Gross Profit. Gross profit forThe following is a summary of the three month period decreased primarily due to lower sales volume and profit margin increased from positive pricing adjustments, cost improvements and favorable mix. Grossgross profit and gross profit margin for the ninethree and six month period decreased primarilyperiods ended March 31, 2024 and April 2, 2023, respectively, and the principal factors contributing to the change for the three and six month periods.

Three Month Periods EndedSix Month Periods Ended
(in millions, except %)March 31, 2024April 2, 2023VarianceMarch 31, 2024April 2, 2023Variance
Gross Profit$273.4 $214.5 $58.9 27.5 %$518.4 $416.4 $102.0 24.5 %
Gross Profit Margin38.1 %29.4 %870  bps36.7 %28.9 %780  bps
Three Month Period EndedSix Month Period Ended
(in millions, except margin)Gross ProfitMarginGross ProfitMargin
Price$1.8 30  bps$1.5 10  bps
Mix7.5 110  bps5.0 40 bps
Volume(2.1)(30) bps(6.9)(50) bps
Cost changes54.3 800  bps103.4 790  bps
Product recalls(3.8)(60) bps(3.1)(30) bps
Restructuring and optimization initiatives0.3 10  bps0.8 10  bps
Foreign exchange rates0.9 10  bps1.3 10  bps
Change in gross profit and gross profit margin$58.9 870  bps$102.0 780  bps
Gross profit and margin increases are predominantly due to lower sales volume plus unfavorable mixthe cost improvements initiatives and the higher inflated inventoried costs that were realized during the prior periods with favorable mix. Despite reduced volumes, gross profit benefited from the realizationimproved mix realized by previous SKU rationalization initiatives and reduction in excess inventory sales. The impact from product recalls is due to the reissued product safety recall with the CPSC recognized during the three period ended March 31, 2024, further discussed in Note 15 - Commitments and Contingencies within Notes to the Condensed Consolidated Financial Statements included elsewhere in this Quarterly Report.

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Selling, general and administrative. The following summarizes the selling, general & administrative costs for the three and six month periods ended March 31, 2024 and April 2, 2023, respectively, including amounts as a percentage of net sales for each respective period.
Three Month Periods Ended (in millions, except %)March 31, 2024% of Net SalesApril 2, 2023% of Net SalesVariance
Sales, marketing & advertising$76.0 10.6 %$61.3 8.4 %$14.7 24.0 %
Distribution64.4 9.0 %71.8 9.8 %(7.4)(10.3)%
General & administrative68.8 9.6 %67.0 9.2 %1.8 2.7 %
Research & development6.2 0.9 %5.2 0.7 %1.0 19.2 %
Strategic transaction, restructuring and optimization8.1 1.1 %19.2 2.6 %(11.1)(57.8)%
Total selling, general & administrative$223.5 31.1 %$224.5 30.8 %(1.0)(0.4)%
Six Month Periods Ended (in millions, except %)March 31, 2024% of Net SalesApril 2, 2023% of Net SalesVariance
Sales, marketing & advertising$147.9 10.5 %$129.6 9.0 %$18.3 14.1 %
Distribution127.7 9.1 %134.9 9.4 %(7.2)(5.3)%
General & administrative138.9 9.8 %136.9 9.5 %2.0 1.5 %
Research & development11.7 0.8 %11.4 0.8 %0.3 2.6 %
Strategic transaction, restructuring and optimization13.2 0.9 %35.3 2.4 %(22.1)(62.6)%
Total selling, general & administrative$439.4 31.1 %$448.1 31.1 %(8.7)(1.9)%
Increase in sales, marketing and advertising costs for the three and six month periods are due to the investment towards brand marketing and advertising initiatives across segments plus increased incentive compensation costs from higher inventoriedthan expected results. Distribution costs accumulatedfor the three and six month periods decreased due to the improved optimization and fulfillment at our distribution centers and lower outbound freight costs. General & administrative costs for the three and six month periods increased due to higher incentive compensation costs, partially offset by lowered overhead costs from restructuring initiatives in the prior year, partially offset by positive pricing comparedplus decrease in bank fees related to the prior year.
Operating Expenses. Operating expensesreduced factoring on trade receivables. Increased research & development costs for the three and ninesix month periods ended March 31, 2024 are from an additional investment in new product development and innovation across segments. Reduced strategic transaction, restructuring and optimization is primarily due to reduced restructuring initiative spending, completion of Tristar Business integration and other non-recurring HPC transformation initiatives in the prior year.
Impairment of Intangible Assets. Impairment of intangible assets during the three and six month period increased dueended March 31, 2024 was attributable to a triggering event during the recognition ofthree month period ended March 31, 2024 resulting in an impairment of goodwill with the HPC segment of $111.1 million, impairment of intangible assets of $53.7 million and $120.7 million for the three and nine month periods, respectively, with lower sales volumes reducing selling costs offset by operating savings and restructuring initiatives, plus a prior year gain from remeasurement of a million gain contingency of $25.0 million associated with the Tristar Business acquisition.indefinite lived tradenames. See Note 87 - Goodwill and Intangible Assetsin Notes to the Condensed Consolidated Financial Statements included elsewhere in this Quarterly Report for additional detail. Excluding the impairments, selling expense forImpairment of intangible assets during the three and ninesix month periods decreased $24.9 million and $56.5 million, respectively, fromperiod ended April 2, 2023 were attributable to the identification of a reductiontriggering event resulting in distribution and transportation costs with improved operating effectiveness plus initiatives to reduce operating spend, with partial offset from an impairment of equipmentthe Rejuvenate® and operating lease assets.PowerXL® indefinite lived tradenames in the prior period.
Representation and Warranty Insurance Proceeds. During the three and six month periods ended March 31, 2024, the Company recognized a gain of $65.0 million from its representation and warranty insurance policy associated with the Tristar Business acquisition. See Note 715 - Property, PlantCommitments and EquipmentContingencies in the Notes to the Condensed Consolidated Financial Statements included elsewhere in this Quarterly Report for additional detail. General and administrative expenses for the three and nine month periods decreased $13.2 million and $35.9 million, respectively, from operating spend initiatives and lower project cost towards strategic transactions and restructurings.
Interest Expense. Interest expense fordecreased due to reduced debt borrowings following the close of the HHI divestiture in the prior year with a decrease in the average borrowing rates during the respective periods.
Interest Income. Interest income increased due to interest on term deposits entered into using cash proceeds from the closing of the HHI divestiture in the prior year.
Gain from debt repurchase. During the three and ninesix month periods increased due to a higher level of outstanding borrowingsended March 31, 2024, the Company recognized income from the discount realized on the Revolver Facility duringrepurchase of debt with no direct comparable in the periods with increased borrowing rates on variable rate debt plus additional costs for the amendment to the Credit Agreement to temporarily increase the maximum consolidated total net leverage ratio and write-off of deferred financing costs and original issuance discount with the extinguishment of the Term Loans and termination of the Incremental Revolving Credit Facility Tranche.prior periods. See Note 9 –8 - Debt in the Notes to the Condensed Consolidated Financial Statements included elsewhere in this Quarterly Report for additional detail.
Interest Income. Interest income for the three and nine month periods increased due to interest realized on the cash proceeds received from the closing of the HHI divestiture. See Note 2 - Divestitures in the Notes to the Condensed Consolidated Financial Statements included elsewhere in this Quarterly Report for additional detail. Proceeds received from the HHI Divestiture not used towards the pay down of debt or repurchase of stock are being temporarily held in various deposits and investments.
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Other Non-Operating Expense (Income), Net. Other non-operating income for the three and nine month periods increasedis primarily due to changes in foreign currency compared to the prior year.
Income Taxes. Our estimated annual effective tax rate was impacted for the three and nine month periods by income earned outside the U.S. that is subject to U.S. tax, including the U.S. tax on global intangible low taxed income, certain nondeductible expenses, foreign currency impact, state income taxes, and foreign rates that differ from the U.S. federal statutory rate. During the three and nine month periods ended July 2, 2023, the Company recorded a $56.1 million tax benefit related to the impairment of goodwill and certain intangible assets.nondeductible expenses.

Income From Discontinued Operations. Income or loss attributable to discontinued operations in the prior period primarily reflect the income from the discontinued operations of the HHI segment andas the resulting gain on sale from the completion of the HHI Divestiture during the three and nine month period ended July 2, 2023. Income from discontinued operations attributable to the HHI segment increased during the three and nine month periods due the resulting gain on sale from the HHI divestiture offset by lower operating income from the HHI segment prior to disposition due to lower volumes offset by pricing increases and unfavorable mix from higher inventoried costs accumulatedwas completed in the prior year.year on June 20, 2023. Income attributable to discontinued operations in the current period primarily reflect changes to indemnifications associated with the divested businesses. See Note 2 -Divestitures in the Notes to the Condensed Consolidated Financial Statements included elsewhere in this Quarterly Report for additional detail.
Noncontrolling Interest. The net income attributable to noncontrolling interest reflects the share of the net income of our subsidiaries, which are not wholly-owned, attributable to the accounting interest. Such amount varies in relation to such a subsidiary’s net income or loss for the period and the percentage interest not owned by SBH.
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SB/RH
The following is summarized consolidated results of operations for SB/RH for the three and ninesix month periods ended JulyMarch 31, 2024 and April 2, 2023 and July 3, 2022:2023:
(in millions, except %)(in millions, except %)Three Month Periods EndedVarianceNine Month Periods EndedVariance(in millions, except %)Three Month Periods EndedVarianceSix Month Periods EndedVariance
July 2, 2023July 3, 2022July 2, 2023July 3, 2022
Net salesNet sales$735.5 $818.0 $(82.5)(10.1)%$2,178.1 $2,383.0 $(204.9)(8.6)%
Net sales
Net sales$718.5 $729.2 $(10.7)(1.5)%$1,410.7 $1,442.5 $(31.8)(2.2)%
Gross profitGross profit263.5 276.0 (12.5)(4.5)%679.9 750.9 (71.0)(9.5)%Gross profit273.4 214.5 214.5 58.9 58.9 27.5 27.5 %518.4 416.4 416.4 102.0 102.0 24.5 24.5 %
Gross profit margin35.8 %33.7 %210 bps31.2 %31.5 %(30)bps
Operating expenses$387.4 $236.5 $150.9 63.8 %$900.2 $742.3 $157.9 21.3 %
Selling, general and administrative
Selling, general and administrative
Selling, general and administrative222.9 223.8 (0.9)(0.4)%438.4 447.4 (9.0)(2.0)%
Impairment of intangible assetsImpairment of intangible assets39.0 67.0 (28.0)(41.8)%43.0 67.0 (24.0)(35.8)%
Representation and warranty insurance proceedsRepresentation and warranty insurance proceeds(65.0)— (65.0)n/m(65.0)— (65.0)n/m
Gain from remeasurement of contingent consideration liabilityGain from remeasurement of contingent consideration liability— — — n/m— (1.5)1.5 n/m
Interest expenseInterest expense38.2 26.1 12.1 46.4 %103.3 72.7 30.6 42.1 %Interest expense16.9 31.7 31.7 (14.8)(14.8)(46.7)(46.7)%36.1 65.1 65.1 (29.0)(29.0)(44.5)(44.5)%
Interest incomeInterest income(5.4)(0.1)(5.3)n/m(5.6)(0.5)(5.1)n/mInterest income(17.5)(0.2)(0.2)(17.3)(17.3)n/mn/m(40.9)(0.4)(0.4)(40.5)(40.5)n/mn/m
Gain from debt repurchaseGain from debt repurchase— — — n/m(4.7)— (4.7)n/m
Other non-operating expense, netOther non-operating expense, net0.1 7.8 (7.7)n/m0.1 7.8 (7.7)(98.7)%Other non-operating expense, net1.1 1.4 1.4 (0.3)(0.3)(21.4)(21.4)%5.2 0.1 0.1 5.1 5.1 n/mn/m
Income tax expense (benefit)Income tax expense (benefit)17.0 2.0 15.0 750.0 %(29.3)(20.4)(8.9)43.6 %Income tax expense (benefit)25.6 (34.0)(34.0)59.6 59.6 n/mn/m37.8 (46.3)(46.3)84.1 84.1 n/mn/m
Net (loss) income from continuing operations(173.8)3.7 (177.5)n/m(288.8)(51.0)(237.8)466.3 %
Net income (loss) from continuing operationsNet income (loss) from continuing operations50.4 (75.2)125.6 n/m68.5 (115.0)183.5 n/m
Income from discontinued operations, net of taxIncome from discontinued operations, net of tax2,034.7 29.8 2,004.9 n/m2,076.1 109.7 1,966.4 n/mIncome from discontinued operations, net of tax11.0 21.9 21.9 (10.9)(10.9)(49.8)(49.8)%22.7 41.4 41.4 (18.7)(18.7)(45.2)(45.2)%
Net income1,860.9 33.5 1,827.4 n/m1,787.3 58.7 1,728.6 n/m
Net income (loss)Net income (loss)61.4 (53.3)114.7 n/m91.2 (73.6)164.8 n/m
n/m = not meaningfuln/m = not meaningful
The changes in SB/RH for the three and ninesix month periods ended March 31, 2024 are primarily attributable to the changes in SBH previously discussed.
Segment Financial Data
Global Pet Care
(in millions, except %)(in millions, except %)Three Month Periods EndedVarianceNine Month Periods EndedVariance(in millions, except %)Three Month Periods EndedVarianceSix Month Periods EndedVariance
July 2, 2023July 3, 2022July 2, 2023July 3, 2022
Net salesNet sales$272.3 $290.2 $(17.9)(6.2)%$846.5 $887.5 $(41.0)(4.6)%
Operating income38.2 19.9 18.3 92.0 %91.2 52.1 39.1 75.0 %
Operating income margin14.0 %6.9 %710 bps10.8 %5.9 %490 bps
Net sales
Net sales$289.9 $296.7 $(6.8)(2.3)%$566.8 $574.3 $(7.5)(1.3)%
Segment net incomeSegment net income53.0 30.2 22.8 75.5 %96.6 53.3 43.3 81.2 %
Segment net income margin
Adjusted EBITDA
Adjusted EBITDA
Adjusted EBITDAAdjusted EBITDA$53.6 $40.9 $12.7 31.1 %$137.1 $120.2 $16.9 14.1 %$62.3 $$46.3 $$16.0 34.6 34.6 %$115.1 $$83.5 $$31.6 37.8 37.8 %
Adjusted EBITDA marginAdjusted EBITDA margin19.7 %14.1 %560 bps16.2 %13.5 %270 bps
Net sales decreased primarily from decreased volumes driven by lower demand in the aquatics product category, primarily from aquatics hard goods such as aquatic systems with lesser volume of new entrants into the category, whereas aquatic nutrition and consumables is showing signs of stabilizing. Volumes were also adversely impacted by the decision to exit non-strategic categories and lower margin SKUs in the prior year, positively impacting mix and profitability for the three and six month periods ended March 31, 2024. Lower foot traffic and sales within the pet specialty channel, primarily in NA, further contributed to the volume reduction offset by overall distribution growth in e-commerce channels globally. Organic net sales for the three month period ended March 31, 2024 decreased due to continued softness in the aquatics category across all regions, especially in the subcategory of equipment and environments. Companion animals category grew in EMEA and LATAM regions but declined in North America due to aggressive portfolio management which resulted in the decision to exit several non-strategic categories. Sales in EMEA increased due to growth in companion animal category driven by strong growth in dog and cat food. Net sales were helped by prior year price increases and new positive pricing adjustments in EMEA. Organic net sales for three month period decreased $18.7$9.0 million, or 6.4%3.0%, excluding a favorable foreign currency impact of $0.8$2.2 million. Net sales for the nine month period decreased due to reduction in aquatics sales, higher retail inventory levels earlier in the year and unfavorable foreign exchange rates offset by pricing adjustments. Organic net sales for the ninesix month period decreased $20.3$14.7 million, or 2.3%2.6%, excluding unfavorablea favorable foreign currency impact of $20.7$7.2 million.
OperatingSegment net income, adjusted EBITDA and margins increased due to improvement in gross profit margins from lower distribution costs and improved fulfillmentcost inventory compared to prior year, disruptions, positive pricing adjustments,favorable product and channel mix, plus reduced operating cost overhead due to savings from prior year cost reduction initiatives and additional cost reduction actionsimproved distribution costs from improved fulfillment and optimization, partially offset by increased investment in the current year. Operating incomemarketing and adjusted EBITDA were further benefited by a one-time gain on sale of property of $2.7 million from the sale of buildings within the EMEA region.advertising.

Home and& Garden
(in millions, except %)(in millions, except %)Three Month Periods EndedVarianceNine Month Periods EndedVariance(in millions, except %)Three Month Periods EndedVarianceSix Month Periods EndedVariance
July 2, 2023July 3, 2022July 2, 2023July 3, 2022
Net salesNet sales$186.6 $198.5 $(11.9)(6.0)%$411.3 $470.3 $(59.0)(12.5)%
Operating income (loss)26.2 36.2 (10.0)(27.6)%(20.8)50.8 (71.6)n/m
Operating income (loss) margin14.0 %18.2 %(420)bps(5.1)%10.8 %(1,590)bps
Net sales
Net sales$160.7 $153.3 $7.4 4.8 %$232.7 $224.6 $8.1 3.6 %
Segment net lossSegment net loss(14.6)(39.8)25.2 (63.3)%(20.2)(47.0)26.8 (57.0)%
Segment net loss margin
Adjusted EBITDA
Adjusted EBITDA
Adjusted EBITDAAdjusted EBITDA$38.6 $42.8 $(4.2)(9.8)%$51.4 $73.1 $(21.7)(29.7)%$29.2 $$15.1 $$14.1 93.4 93.4 %$28.5 $$12.8 $$15.7 122.7 122.7 %
Adjusted EBITDA marginAdjusted EBITDA margin20.7 %21.6 %(90)bps12.5 %15.5 %(300)bps
n/m = not meaningful
Net sales forincreased due to higher volume primarily in the Controls product category with increased spring seasonal sales and distribution with key retailers during the three month period ended March 31, 2024, with favorable weather trends driving increase in retail traffic and nine month periods decreased dueaccelerating seasonal inventory into stores by retailers compared to adverse weather conditions leading to lower POS and lower replenishment orders for the pest control category and also drove retailers to continue to be conservative with their inventory planning and to further reduce inventory. Cleaning product sales marginally increased from the prior year, butyear. Late warmer fall weather extended the category POS remained challenged. Decrease in net sales for the nine month period were further impacted by a strong earlyselling season inventory build in the prior year and slow springfurther contributed to higher sales during the six month period. The higher volume from Controls was partially offset by reduced volume in other product categories for Household Controls and Repellents as we expect retailers to be cautious in building inventory for the season cleaning impactingand more in line with seasonal volume and expected traffic in stores for those respective product categories later in the summer and fall seasons. Volume in our cleaning products category contributed byalso declined with lower demand on restorative products and lost distribution within the POS decline.product line.
Operating income,Segment net loss, adjusted EBITDA, and margins for the three month period decreased driven by the decline inimproved due to higher sales volume, improved gross profit margins from reduced material and inflationinput costs and manufacturing efficiencies carrying into the fiscal year, plus reduced operating cost overhead due to savings from prior year initiatives, partially offset by positive pricing, benefits of prior year fixed cost restructuringadditional investments in marketing and operational cost reduction from cost improvement initiatives, with operating income further impacted by the recognition of an impairment of intangible assets of $8.0 million. Operating loss for the nine month period is due to the recognition of a cumulative impairment of intangible assets of $56.0 million with a decrease in adjusted EBITDAadvertising and margins due to lower volumes, the realization of high inventoried costs accumulated in the prior year,partially mitigated by fixed cost restructuring and operational cost reductions.product innovation.
Home and Personal Care
(in millions, except %)(in millions, except %)Three Month Periods EndedVarianceNine Month Periods EndedVariance(in millions, except %)Three Month Periods EndedVarianceSix Month Periods EndedVariance
July 2, 2023July 3, 2022July 2, 2023July 3, 2022
Net salesNet sales$276.6 $329.3 $(52.7)(16.0)%$920.3 $1,025.2 $(104.9)(10.2)%
Operating (loss) income(156.8)14.4 (171.2)n/m(198.4)14.9 (213.3)n/m
Operating (loss) income margin(56.7 %)4.4 %(6,110)bps(21.6)%1.5 %(2,310)bps
Net sales
Net sales$267.9 $279.2 $(11.3)(4.0)%$611.2 $643.6 $(32.4)(5.0)%
Segment net income (loss)Segment net income (loss)69.3 (37.7)107.0 n/m85.2 (41.8)127.0 n/m
Segment net income (loss) margin
Adjusted EBITDA
Adjusted EBITDA
Adjusted EBITDAAdjusted EBITDA$11.4 $3.6 $7.8 216.7 %$22.7 $41.6 $(18.9)(45.4)%$17.8 $$(1.9)$$19.7 n/mn/m$44.5 $$11.3 $$33.2 293.8 293.8 %
Adjusted EBITDA marginAdjusted EBITDA margin4.1 %1.1 %300 bps2.5 %4.1 %(160)bps
n/m = not meaningfuln/m = not meaningful
n/m = not meaningful
n/m = not meaningful
Net sales for the three and nine periods decreased due to decreaselower volumes in product category POS withsmall kitchen appliances predominantlyfrom reduced placements in NA from the prior year, with overall category decline and exit of lower consumer demand, increased competitive activities and continued retailer inventory management with incremental reductions during the three month period further impacted by increased promotional spendingperformance and reduced placements, most significantly impacting our PowerXL products which continue to be challenged with high retail inventory levels, and slower direct to consumer sales. Salesmargin SKUs in international markets increased for the three month period across forprior year, partially offset by increases in LATAM. Volume decline from small kitchen appliances were partially mitigated through volume growth in personal care on a global basis and kitchen appliances categories.overall higher volume distribution through e-commerce channels, plus opportunistic sales when a competitor filed for bankruptcy further benefiting the six month period. Pricing improvements were primarily attributable to positive pricing in inflationary markets, reduced excess inventory sales and fewer low-margin promotions, further benefiting product mix and overall profitability. Organic net sales for the three month period decreased $48.4$10.3 million, or 14.7%3.7%, excluding anda unfavorable foreign currency impact of $4.3$1.0 million. Net sales for the nine month period were further impacted by the high competitive landscape during the holiday season and closing of our Russia commercial operations. Organic net sales for the ninesix month period decreased $153.1$38.1 million, or 14.9%,5.9%. excluding acquisition sales of $89.9 million and unfavorablefavorable foreign currency impact of $41.7$5.7 million.
Operating lossSegment net income, Adjusted EBITDA and margins for the three and nine month periods decreasedincreased due to the impairment of goodwill of $111.1 million, impairment of intangible assets of $45.7 million and $64.7 million for the three and nine month periods, respectively,improved gross profit margins due to lower volumes, and realization of higher cost inventory accumulated incompared to the prior year, cost improvement initiatives, and improved profitability through SKU rationalization and reduced excess inventory sales, plus reduced operating cost overhead due to savings from prior year initiatives, partially offset by cost savings initiativesadditional investments in marketing and reductionadvertising and product innovation. Segment net income was further benefited by the recognition of operating expenses initiatedproceeds from representation and warranty insurance policies of $65.0 million, intangible impairment charges in the prior year, and first half of the current fiscal year. Adjusted EBITDAlower costs on restructuring and margin for the three month period increased primarily due to cost improvement initiatives, including reduction of operating expenses initiated in the prior year and first half of the current fiscal year, positive pricing and favorable cost environment from freight decreases, partially offset by unfavorable foreign currency in LATAM and lower volume. Adjusted EBITDA and margin for the nine month period decreased due to lower volume, sale of high cost inventory accumulated in the prior year and unfavorable foreign currency, offset by previously mentioned cost reduction initiatives and positive pricing.integration initiatives.

Liquidity and Capital Resources
The following is a summary of the SBH and SB/RH cash flows from continuing operations for the ninesix month periods ended JulyMarch 31, 2024 and April 2, 2023, and July 3, 2022, respectively.
SBHSB/RH
Nine Month Periods Ended (in millions)July 2, 2023July 3, 2022July 2, 2023July 3, 2022
SBHSBHSB/RH
Six Month Periods Ended (in millions)Six Month Periods Ended (in millions)March 31, 2024April 2, 2023March 31, 2024April 2, 2023
Operating activitiesOperating activities$72.5 $(180.8)$61.3 $(213.1)
Investing activitiesInvesting activities4,293.3 (317.4)3,793.3 (317.4)
Financing activitiesFinancing activities(1,706.3)545.7 (1,195.0)578.2 
Cash Flows from Operating Activities
Cash flows provided by SBH's continuing operations increased $253.3decreased $67.9 million, primarily due to the reduction oflower cash used towardsflow generated by working capital compareddue to the prior year, primarily with the reduced purchasing and overall reduction of inventory compared to the prior year spending andreceivables factoring, higher supply chain costs, plus a decrease in cash paid towards strategic transactionstaxes offset by lower cash interest and restructuring initiatives.the receipt of $50.0 million in representation and warranty insurance proceeds. See Note 15 - Commitments and Contingencies within Notes to the Condensed Consolidated Financial Statements, included elsewhere in this Quarterly Report for further discussion on the representation and warranty proceeds. Cash flows provided by SB/RH continuing operations increased $274.4decreased $73.8 million primarily due to the items previously discussed above.
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Cash Flows from Investing Activities
Cash flows provided by investing activities for SBH continuing operations increased $4,610.7$570.0 million, primarily from the net cash proceedsinvestment activity of $4,334.7short-term investments offset by the recognition of a $26.9 million frompayment for the final purchase price settlement on the HHI divestiture, cash usedwhich closed in the prior year of $272.1 millionon June 20, 2023, in accordance with the Purchase Agreement. See Note 2 - Divestitures within Notes to the Condensed Consolidated Financial Statements, included elsewhere in this Quarterly report for further discussion on the acquisition of the Tristar Business and reduced capital expenditures.HHI divestiture. Cash flows used inprovided by investing activities of SB/RH decreasedis due to the items previously discussed, including a loan of $500.0 million to the parent company for a borrowing to support the repurchase of treasury stock under the accelerate share repurchase agreement by SBH.discussed.
Cash Flows from Financing Activities
Cash flows used by financing activities for continuing operations increased $2,252.0$484.9 million primarily due to the pay down of debt and treasury share repurchases following the HHI divestiture. During the nine month period ended July 2, 2023, the Company paid down the outstanding Revolver Facility of $794.0 million and the Term Loan of $394.0 million.repurchases. Refer to Note 98 – Debt and Note 11 - Shareholders' Equity in the Notes to the Condensed Consolidated Financial Statements included elsewhere in this Quarterly Report for more information on debt borrowings. During the nine month period ended July 2, 2023, the Company entered into an accelerated share repurchase agreement and incurred $500.0 million towards the repurchase any treasury stock under an accelerated share repurchase agreement. See Note 12 – Shareholders’ Equity in the Notes to the Condensed Consolidated Financial Statements included elsewhere in this Quarterly Report for more information on share repurchase activity.information. There was no issuance of common stock, other than through the Company’s share-based compensation plans and which is recognized as a non-cash financing activity. During the ninesix month periods ended JulyMarch 31, 2024 and April 2, 2023, and July 3, 2022, SBH made cash dividend payments of $51.6$26.8 million, or $0.42 per share.share, and $34.4 million, or $0.42 per share, respectively, which decreased due to the lower outstanding shares. Cash flows fromused by financing activity of SB/RH decreased $1,773.2increased $479.0 million and is highly dependent upon the financing cash flow activities of SBH.
Liquidity Outlook
Our ability to generate cash flow from operating activities coupled with our expected ability to access the credit markets, enables us to execute our growth strategies and return value to our shareholders. Our ability to make principal and interest payments on borrowings under our debt agreements and our ability to fund planned capital expenditures will depend on the ability to generate cash in the future, which, to a certain extent, is subject to general economic, financial, competitive, regulatory and other conditions. We believe the negative operating cash flow recognized in the prior year is not indicative of the ongoing near-term operations of the Company and based upon our current and anticipated level of operations, existing cash balances, and availability under our credit facility we expect cash flows from operations to be sufficient to meet our operating and capital expenditure requirements for at least the next 12 months. It is not unusual for our business to experience negative operating cash flow during the first quarter of the fiscal year due to the operating calendar with our customers and the seasonality of our working capital. Additionally, we believe the availability under our credit facility and access to capital markets are sufficient to achieve our longer-term strategic plans. As of July 2, 2023,March 31, 2024, the Company had borrowing availability of $586.9$490.3 million, net of outstanding letters of credit, under our credit facility. Liquidity and capital resources of SB/RH are highly dependent upon the cash flow activities of SBH.
Short-term financing needs primarily consist of working capital requirements, capital spending, periodic principal and interest payments on our long-term debt, and initiatives to support restructuring, integration or other relatedstrategic projects. Long-term financing needs depend largely on potential growth opportunities, including acquisition activity and repayment or refinancing of our long-term obligations. Our long-term liquidity may be influenced by our ability to borrow additional funds, renegotiate existing debt, and raise equity under terms that are favorable to us. We also have long-term obligations associated with defined benefit plans with expected minimum required contributions that are not considered significant to the consolidated group.
During the three and ninesix month period ended July 2, 2023,March 31, 2024, the Company completed the HHI divestiture resulting in a significant inflowadditional repurchases of net cash of $4,334.7 million. The Company used a portion of the proceeds to repay the outstanding balanceSenior Notes available for sale on the Term Loan of $392.0 million and the Revolver Facility of $715.0 million, as well as called its 5.75% Notes withopen market, at a balance of $450.0 million that were subsequently repaid on July 20, 2023, resulting in a reduction to its overall debt obligation and commitments previously discussed in our Annual Report on Form 10-K for the year ended September 30, 2022.discount. See Note 98 - Debt in the Notes to the Condensed Consolidated Financial Statements included elsewhere in this Quarterly Report for further detail. The Company does not have any further immediatemay continue to make repayments on its debt obligations to pay down any remaining debt in the short-term following the close of the HHI divestiture. We have made, and may from time to time in the future, make optional repayments on our debt obligations, which may include repayments, redemptions, repurchases, refinancingsrefinancing or exchanges of our outstanding notes,Senior Notes, any of which will be dependent on various factors, including market conditions. Any such repurchases may be effectedaffected through a variety of means, including privately negotiated transactions, market transactions, tender offers, redemptions or otherwise.as otherwise required or permitted by the instruments covering the Company's outstanding indebtedness.
The Company has also used a portion of proceeds from the HHI divestiturecontinued to fund $500.0 million towards the repurchase of common shares through an accelerated share repurchase agreement.open market purchases during the three and six month period ended March 31, 2024. See Note 1211 – Shareholders’ Equity in the Notes to the Condensed Consolidated Financial Statements included elsewhere in this Quarterly Report for further detail. The accelerated share repurchase is expected to result in a net delivery settlement of shares by its maturity in December 2023 and does not require any further obligation for cash payment at settlement. We may, from time to time, seek to repurchase additional shares of our common stock and any further repurchase activity will be dependent on prevailing market conditions, liquidity requirements and other factors. During the three month period ended December 31, 2023, we entered into a $200.0 million rule 10b5-1 repurchase plan to facilitate daily market share repurchases through November 15, 2024, until the cap is reached or until the plan is terminated. As of March 31, 2024, there has been $108.7 million repurchased pursuant to the 10b5-1 repurchase plan.
TheAs of March 31, 2024, the Company will continuehad a high level of cash reserves, as compared to evaluate the deployment ofprior year, due to the cash proceeds from the HHI divestiture, including the consideration of further debt reduction and share buybacks, but also intends to use a portion of the transaction proceeds to invest in its long-term operating performance and free cash flow generating capacity, seek opportunities to invest in its employees and talent base, marketing, advertising and innovation of new products and infrastructure, as well as consideration towards opportunistic, attractive and synergistic acquisition opportunities within its continuing segments. During such time, thedivestiture. The Company intends tohas temporarily investinvested a portion of its cash proceeds in short-term investments until such expenditures are considered required or necessary to the Company in executing its strategic plans and initiatives.As of July 2, 2023,initiatives, including any further debt reduction and share buybacks. If the Company has an outstanding obligationdoes not use the proceeds from the HHI divestiture to ASSA of $34.3 million, which is primarily forrepay debt or reinvest in the estimated purchase price settlement, cash flow settlement for subsequent commingled operations and net TSA charges including amounts subject to repaymentbusiness within certain time periods by the Company.
Additionally, duringterms of the nine month period ended July 2, 2023,Company's outstanding indebtedness, the Company entered into a significant lease renewal with our HPC distribution center in Redlands, CA, resulting inmay be required to make an obligationasset sale offer to the holders of $61.8 million with a five-year term expiring in August 2028, increasingits Senior Notes pursuant to the amountterms of lease obligations and commitments previously discussed in our Annual Report on Form 10-K for the year ended September 30, 2022. Other than the changes to debt and lease obligations previously noted, there have been no material changes to our debt obligations, lease obligations, employee benefit obligations, or other contractual obligations or commercial commitments previously disclosed. We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.
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Company's outstanding indebtedness.Table of Contents

We maintain a capital structure that we believe provides us with sufficient access to credit markets. When combined with strong levels of cash flow from operations, our capital structure has provided the flexibility necessary to pursue strategic growth opportunities and return value to our shareholders. The Company’s access to capital markets and financing costs may depend on the Company’s credit ratings. None of the Company’s current borrowings are subject to default or acceleration as a result of a downgrading of credit ratings, although a downgrade of the Company’s credit ratings could increase fees and interest charges on future borrowings. At July 2, 2023,March 31, 2024, we were in compliance with all covenants under the Credit Agreement and the indentures governing the 5.75% Notes, due July 15, 2025; the 4.00% Notes, due October 1, 2026; the 5.00% Notes, due October 1, 2029; the 5.50% Notes due July 15, 2030; and the 3.875% Notes, due March 15, 2031. On November 17, 2022, the Company entered into the fourth amendment to the Credit Agreement to temporarily increase the maximum consolidated total net leverage ratio permitted to be no greater than 7.0 to 1.0, before returning to 6.0 to 1.0 at the earliest of (i) September 29, 2023, or (ii) 10 business days after the closing of the HHI divestiture or receipt of the related termination fee. The waiver remained in effect as of July 2, 2023 and expired 10 business days after the close of the HHI divestiture, subsequent to July 2, 2023. The maximum permitted consolidated total net leverage in subsequent periods will be 6.0 to 1.0.
A portion of our cash balance is located outside the U.S. given our international operations. We manage our worldwide cash requirements centrally by reviewing available cash balances across our worldwide group and the cost effectiveness with which this cash can be accessed. We generally repatriate cash from non-U.S. subsidiaries, provided the cost of the repatriation is not considered material. The counterparties that hold our deposits consist of major financial institutions.
The majority of our business is not considered seasonal with a year round selling cycle that is overall consistent during the fiscal year with the exception of our H&G segment. H&G sales typically peak during the first six months of the calendar year (the Company's second and third fiscal quarters) due to customer seasonal purchasing patterns and the timing of promotional activity. This seasonality requiresmay require the Company to ship large quantities of products ahead of peak consumer buying season that can impact cash flow demands to meet manufacturing and inventory requirements earlier in the fiscal year, as well as extended credit terms and/or promotional discounts throughout the peak season.
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From time to time the Company enters into factoring agreements and customers' supply chain financing arrangements to provide for the sale of certain trade receivables to unrelated third-party financial institutions. The factored receivables are accounted for as a sale without recourse, and the balance of the receivables sold are removed from the Condensed Consolidated Balance Sheet at the time of the sales transaction, with the proceeds received recognized as an operating cash flow. Amounts received from customers for factored receivables are recognized as a payable and remitted to the factor based upon terms of the factoring agreements. Following the closing of the HHI divestiture and receipt of related proceeds, theThe Company has temporarily suspended somemost of its receivable factoring activity.activity and intends to terminate the remainder when contractually possible during the 2024 fiscal year. Additionally, the Company facilitates a voluntary supply chain financing program to provide certain of its suppliers with the opportunity to sell receivables due from the Company (the Company's trade payables) to an unrelated third-party financial institution under the sole discretion of the supplier and the participating financial institution. There are no guarantees provided by the Company or its subsidiaries and we do not enter into any agreements with the suppliers regarding their participation. The Company's responsibility is limited to payments on the original terms negotiated with its suppliers, regardless of whether the suppliers sell their receivables to the financial institution and continue to be recognized as accounts payableAccounts Payable on the Company's Condensed Consolidated Balance Sheet with cash flow activity recognized as an operating cash flow.
Other than the changes to debt obligations previously noted, there have been no material changes to our debt obligations, lease obligations, employee benefit obligations, or other contractual obligations or commercial commitments previously disclosed. We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.
Critical Accounting Policies and Estimates
There have been no material changes to our critical accounting estimates as discussed in our 2023 Annual Report on Form 10-K for the year ended September 30, 2022.Report.
New Accounting Pronouncements
See Note 1 – Basis of Presentation and Significant Accounting Policies in Notes to the Condensed Consolidated Financial Statements elsewhere included in this Quarterly Report for information about accounting pronouncements that are newly adopted and recent accounting pronouncements not yet adopted.
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Guarantor Statements – SB/RH
SBI has issued the 5.75% Notes under the 2025 Indenture, the 4.00% Notes under the 2026 Indenture, the 5.00% Notes under the 2029 Indenture, the 5.50% Notes under the 2030 Indenture, and the 3.875% Notes under the 2031 Indentures (collectively, the “Notes”). The Notes are unconditionally guaranteed, jointly and severally, on a senior unsecured basis by SB/RH and SBI’s domestic subsidiaries. The Notes and the related guarantees rank equally in right of payment with all of SBI and the guarantors’ existing and future senior indebtedness and rank senior in right of payment to all of SBI and the guarantors’ future indebtedness that expressively provide for its subordination to the Notes and the related guarantees. Non-guarantor subsidiaries primarily consist of SBI’s foreign subsidiaries.
The following financial information consists of summarized financial information of the Obligor, presented on a combined basis. The “Obligor” consists of the financial statements of SBI as the debt issuer, SB/RH as a parent guarantor, and the domestic subsidiaries of SBI as subsidiary guarantors. Intercompany balances and transactions between SBI and the guarantors have been eliminated. Investments in non-guarantor subsidiaries and the earnings or losses from those non-guarantor subsidiaries have been excluded.
Nine Month Period EndedYear Ended
Six Month Period EndedSix Month Period EndedYear Ended
(in millions)(in millions)July 2, 2023September 30, 2022(in millions)March 31, 2024September 30, 2023
Statements of Operations DataStatements of Operations Data
Third party net sales
Third party net sales
Third party net salesThird party net sales$1,383.0 $1,955.8 
Intercompany net sales to non-guarantor subsidiariesIntercompany net sales to non-guarantor subsidiaries8.6 14.4 
Net salesNet sales1,391.6 1,970.2 
Gross profitGross profit408.1 551.2 
Operating loss(306.1)(190.4)
Net income (loss) from continuing operations(51.2)(263.2)
Net income (loss)1,995.0 (174.7)
Net income (loss) attributable to controlling interest1,995.0 (174.7)
Operating income (loss)
Net (loss) income from continuing operations
Net income
Net income attributable to controlling interest
Statements of Financial Position DataStatements of Financial Position Data
Current Assets
Current Assets
Current AssetsCurrent Assets$3,699.9 $2,634.4 
Noncurrent AssetsNoncurrent Assets1,989.0 2,169.9 
Current LiabilitiesCurrent Liabilities1,888.2 1,634.1 
Noncurrent LiabilitiesNoncurrent Liabilities2,125.3 3,423.4 
The Obligor’s amounts due from, due to the non-guarantor subsidiaries as of July 2, 2023March 31, 2024 and September 30, 20222023 are as follows:
(in millions)(in millions)July 2, 2023September 30, 2022(in millions)March 31, 2024September 30, 2023
Statements of Financial Position DataStatements of Financial Position Data
Current receivables from non-guarantor subsidiariesCurrent receivables from non-guarantor subsidiaries$28.5 $8.1 
Current receivables from non-guarantor subsidiaries
Current receivables from non-guarantor subsidiaries
Long-term receivable from non-guarantor subsidiariesLong-term receivable from non-guarantor subsidiaries106.4 74.6 
Current payable to non-guarantor subsidiariesCurrent payable to non-guarantor subsidiaries273.3 311.2 
Long-term debt with non-guarantor subsidiariesLong-term debt with non-guarantor subsidiaries10.3 2.0 
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Item 3.    Quantitative and Qualitative Disclosures About Market Risk
Market Risk Factors
No material change in the Company’s market risk has occurred during the ninesix month period ended July 2, 2023, except for the consideration of changes attributable to the HHI divestiture and the related cash proceeds. Following the receipt of cash proceeds from the HHI divestiture, we have paid down our outstanding term loan and borrowings with the Revolver Facility under the Credit Agreement, as well as terminated the Incremental Revolving Credit Facility Tranche, which were both subject to variable interest rates. Further, with the additional proceeds, we have incremental available cash to support operating cash flow requirements and working capital needs and mitigates our need to leverage our Revolver Facility or utilize factoring in the near term to reduce our cash conversion cycle. As a result, we have mitigated our outstanding borrowings and exposure to variable interest rates for the foreseeable future.March 31, 2024. For additional information, refer to Note 8 - Debt and Note 9 - DebtDerivatives to the Condensed Consolidated Financial Statements included elsewhere in thisthe Quarterly Report and to Part II, Items 7A of the Company’sCompany's 2023 Annual Report on Form 10-K for the fiscal year ended September 30, 2022.
Additionally, with close of the HHI divestiture, we have reduced our exposure regarding the risk of loans to and from subsidiaries, as well as purchases from suppliers and third party customers denominated in foreign currencies. We manage our foreign exchange exposure from such intercompany loans and purchase commitments and accounts payable through the use of naturally occurring offsetting positions (borrowing in local currency), forward foreign exchange rate swaps and foreign exchange options. The related amounts payable to, or receivable from, the contract counterparties are included in accounts payable. For additional information, refer to Note 10 – Derivatives to the Condensed Consolidated Financial Statement included elsewhere in this Quarterly Report and to Part II, Items 7A of the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2022.
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Item 4.    Controls and Procedures
Spectrum Brands Holdings, Inc.
Evaluation of Disclosure Controls and Procedures. Our management, with the participation of our principal executive officer and principal financial officer, has evaluated the effectiveness of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) pursuant to Rule 13a-15(b) under the Exchange Act as of the end of the period covered by this Quarterly Report on Form 10-Q. Based on this evaluation, SBH’s management, including our Chief Executive Officer and Chief Financial Officer, has concluded that, as of such date, our disclosure controls and procedures are effective to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in applicable SEC rules and forms, and is accumulated and communicated to SBH’s management, including SBH’s Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.
Changes in Internal Control Over Financial Reporting. There was no change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Securities and Exchange Act of 1934, as amended) that occurred during the ninesix month period ended July 2, 2023,March 31, 2024, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
Limitations on the Effectiveness of Controls. SBH’s management, including our Chief Executive Officer and Chief Financial Officer, does not expect that SBH’s disclosure controls and procedures or SBH’s internal controls over financial reporting will prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within SBH have been detected.
SB/RH Holdings, LLC
Evaluation of Disclosure Controls and Procedures. Our management, with the participation of our principal executive officer and principal financial officer, has evaluated the effectiveness of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) pursuant to Rule 13a-15(b) under the Exchange Act as of the end of the period covered by this Quarterly Report on Form 10-Q. Based on this evaluation, SB/RH’s management, including our Chief Executive Officer and Chief Financial Officer, has concluded that, as of such date, our disclosure controls and procedures are effective to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in applicable SEC rules and forms, and is accumulated and communicated to SB/RH’s management, including SB/RH’s Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.
Changes in Internal Control Over Financial Reporting. There was no change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Securities and Exchange Act of 1934, as amended) that occurred during the ninesix month period ended July 2, 2023,March 31, 2024, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
Limitations on the Effectiveness of Controls. SB/RH’s management, including our Chief Executive Officer and Chief Financial Officer, does not expect that SB/RH’s disclosure controls and procedures or SB/RH’s internal controls over financial reporting will prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within SB/RH’s have been detected.
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PART II. OTHER INFORMATION
Item 1.    Legal Proceedings
Litigation
We are a defendant in various litigation matters generally arising in the ordinary course of business. See risk factors below and Note 1615 – Commitments and Contingencies included elsewhere in this Quarterly Report. Based on information currently available, we do not believe that any matters or proceedings presently pending will have a material adverse effect on our results of operations, financial condition, liquidity or cash flows.
Item 1A.    Risk Factors
Information about our risk factors is contained in Item 1A of our 2023 Annual Report, on Form 10-K for the fiscal year ended September 30, 2022, filed with the SEC on November 22, 2022, and in Item 1A of our Quarterly Reports on Form 10-Q for quarterly periods subsequently filed. We believe that as of July 2, 2023,March 31, 2024, there have been no material changes in our risk factors from those disclosed in Item 1A of our 2023 Annual Report, on Form 10-K for the year ended September 30, 2022, and in Item 1A of our Quarterly Reports on Form 10-Q for quarterly periods subsequently filed.
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Item 2.    Unregistered Sales of Equity Securities and Use of Proceeds
On June 17, 2023, the Board of Directors approved a share repurchase program authorizing the purchase of up to $1 billion of common stock (the "Maximum Amount"). The share repurchase program will be in effect from June 17, 2023 until the earlier of the Maximum Amount being repurchased thereunder or the suspension, termination or replacement of the program by the Company's Board of Directors. The share repurchase program permits shares to be repurchased in open market or through privately negotiated transactions, including by direct purchases or purchases pursuant to derivative instruments or other transactions (including pursuant to accelerated share repurchase agreements, the writing and settlement of put options and the purchase and exercise of call options). The number of shares to be repurchased, and the timing of any repurchases, will depend on factors such as the share price, economic and market conditions, and corporate and regulatory requirements.
On November 21, 2023, the Company closed and settled the ASR resulting in an additional delivery of 1.3 million shares, with a fair value of $83.2 million. The total number of shares repurchased under the ASR program was 6.6 million at an average cost per share of $75.67, based on the volume-weighted average share price of the Company’s common stock during the calculation period of the ASR program, less the applicable contractual discount.
During the threesix month period ended July 2, 2023, the CompanyMarch 31, 2024, SBH entered into an accelerateda $200.0 million rule 10b5-1 repurchase plan to facilitate daily market share repurchase agreement (the "ASR Agreement") to repurchase an aggregaterepurchases through November 15, 2024, until the cap is reached or until the plan is terminated. As of $500.0March 31, 2024, there has been $108.7 million of the Company's common stock under the Company's new share repurchase program. Pursuantrepurchased pursuant to the agreement, the Company paid $500.0 million at inception and took delivery of 5.3 million shares which represented 80% of the total shares the Company expected to receive based on the market price at the time of the initial stock transaction. Upon settlement of the ASR agreement, the final number of shares to be delivered will be determined with reference to the volume weighted average price per share of our common stock over the term of the agreement, less a negotiated discount. The final settlement of the transaction under the agreement is expected to occur no later than December 20, 2023.10b5-1 repurchase plan.
The following table summarizes the common stock repurchases for the three month period ended July 2, 2023:March 31, 2024:
Total Number
of Shares
Purchased
Average
Price Paid
Per Share
Total Number
of Shares Purchased
as Part of Plan
Approximate Dollar Value
of Shares that may
Yet Be Purchased
April 3, 2023 to April 30, 2023— $— — $— 
May 1, 2023 to May 28, 2023— — — — 
May 29, 2023 to July 2, 20235,343,308 74.86 5,343,308 500,000,000 
As of July 2, 20235,343,308 $74.86 5,343,308 $500,000,000 
Total Number
of Shares
Purchased
Average
Price Paid
Per Share
Total Number
of Shares Purchased
as Part of Plan
Approximate Dollar Value
of Shares that may
Yet Be Purchased
January 1, 2024 to January 28, 2024441,082 $78.23 441,082 187,818,830 
January 29, 2024 to February 25, 2024355,349 81.50 355,349 158,859,514 
February 26, 2024 to March 31, 2024413,797 82.35 413,797 124,893,853 
Total1,210,228 80.60 1,210,228 
Item 5.    Other Information
During the three month period ended July 2, 2023,March 31, 2024, none of our officers or directors adopted or terminated any contract, instruction or written plan for the purchase or sale of our securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any “non-Rule 10b5-1 trading arrangement.”
Item 6.    Exhibits
Please refer to the Exhibit Index.

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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
Date: August 11, 2023May 9, 2024
SPECTRUM BRANDS HOLDINGS, INC.
By:/s/ Jeremy W. Smeltser
Jeremy W. Smeltser
Executive Vice President and Chief Financial Officer
(Principal Financial Officer)
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
Date: August 11, 2023May 9, 2024
SB/RH HOLDINGS, LLC
By:/s/ Jeremy W. Smeltser
Jeremy W. Smeltser
Executive Vice President and Chief Financial Officer
(Principal Financial Officer)
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EXHIBIT INDEX
Exhibit 10.1
Exhibit 21.1
Exhibit 31.1
Exhibit 31.2
Exhibit 31.3
Exhibit 31.4
Exhibit 32.1
Exhibit 32.2
Exhibit 32.3
Exhibit 32.4
101.INSXBRL Instance Document**
101.SCHXBRL Taxonomy Extension Schema Document**
101.CALXBRL Taxonomy Extension Calculation Linkbase Document**
101.DEFXBRL Taxonomy Extension Definition Linkbase Document**
101.LABXBRL Taxonomy Extension Label Linkbase Document**
101.PREXBRL Taxonomy Extension Presentation Linkbase Document**
104Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
* Filed herewith
** In accordance with Regulation S-T, the XBRL-related information in Exhibit 101 to this Quarterly Report on Form 10-Q shall be deemed to be "furnished" and not "filed."
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