Financial Performance - Fourth quarter net sales decreased by 5.2% to $733.5 million, with organic net sales down 6.6%[4] - Full year net income from continuing operations was $100.2 million, with adjusted EBITDA of $289.1 million[4] - Global Pet Care (GPC) segment net sales decreased by 1.5% to $298.1 million, while adjusted EBITDA increased by 12.0% to $49.6 million[6] - Home & Garden (H&G) segment net sales increased by 3.2% to $139.2 million, but adjusted EBITDA decreased by 11.1% to $16.9 million[8] - Home and Personal Care (HPC) segment net sales decreased by 11.9% to $296.2 million, with adjusted EBITDA declining by 17.4% to $15.7 million[11] - Net sales for the three-month period ended September 30, 2025, were $733.5 million, a decrease of 5.2% compared to $773.7 million for the same period in 2024[38] - Gross profit for the year ended September 30, 2025, was $1,031.9 million, down from $1,109.3 million in 2024, reflecting a decline of 7.0%[38] - Operating income for the three-month period increased to $29.4 million, compared to $21.9 million in the same period last year, representing a growth of 34.1%[38] - Net income attributable to controlling interest for the three-month period was $55.6 million, up from $28.6 million in 2024, marking an increase of 94.1%[38] - Basic earnings per share from continuing operations rose to $2.21 for the three-month period, compared to $0.45 in the prior year, reflecting a significant increase of 391.1%[38] - Adjusted EBITDA for the year ended September 30, 2025, was $289.1 million, compared to $371.8 million in 2024, reflecting a decrease in adjusted EBITDA margin from 12.5% to 10.3%[42] - Diluted EPS from continuing operations for the three months ended September 30, 2025, was $2.19, up from $0.45 in the same period of 2024, with adjusted diluted EPS increasing to $2.61 from $0.97[44] Cash Flow and Liquidity - Adjusted free cash flow for fiscal 2025 was $170.7 million, exceeding the target of $160 million by $10 million[4] - As of the end of the quarter, the company had a cash balance of $123.6 million and total liquidity of $615.9 million[13] - Cash provided by operating activities from continuing operations was $204.1 million for the year, down from $269.8 million in 2024, a decrease of 24.3%[34] - The company reported a net cash used by financing activities of $401.2 million in 2025, compared to $1,578.2 million in 2024, indicating a significant reduction in cash outflow[34] - Net cash provided by operating activities from continuing operations for the year ended September 30, 2025, was $204.1 million, down from $269.8 million in 2024[50] - Adjusted free cash flow for the year ended September 30, 2025, was $170.7 million, slightly down from $176.6 million in 2024[50] Future Outlook - For fiscal 2026, the company expects flat to low single-digit net sales growth and low single-digit adjusted EBITDA growth[4] - Forward-looking statements include expectations regarding M&A strategy, future free cash flows, and operational conditions, reflecting management's outlook[26] - The company will not update forward-looking statements unless required by law, indicating a commitment to transparency in reporting[30] Risks and Challenges - Risks include economic conditions, geopolitical factors, and reliance on third-party partners, which could materially affect actual results[27] - The company faces challenges from tariffs, supply chain disruptions, and competitive pressures that may impact financial performance[28] Shareholder Returns - The company returned $374.6 million to shareholders through share repurchases and dividends in fiscal 2025[4] Non-GAAP Measures - Adjusted EBITDA excludes non-cash adjustments and is calculated as a percentage of reported net sales, providing insight into the company's operational performance[21] - Adjusted EPS is used to analyze financial performance by excluding non-comparable items, enhancing understanding of the company's results and strategic initiatives[22] - Adjusted Free Cash Flow is a key measure for evaluating cash flow generation from operations, excluding strategic transaction costs and non-recurring events[23] - Cash flow conversion is defined as adjusted free cash flow as a percentage of adjusted EBITDA, indicating the efficiency of cash flow generation[24] - The company emphasizes the importance of non-GAAP measurements to provide supplemental information alongside GAAP results for better investor understanding[25] Environmental and Social Governance (ESG) - Management aims to achieve goals related to greenhouse gas emissions reduction and other ESG matters, which are critical for stakeholder expectations[29]

Core Insights - Spectrum Brands Holdings, Inc. reported results from continuing operations for the fourth quarter of fiscal 2025, which ended on September 30, 2025 [1] - The company emphasized its focus on innovation and exceptional customer service within the consumer products and home essentials sector [1] - A significant decision made earlier in the year involved halting all imports to address uncertain trade policies [1] Financial Performance - The financial results for the fourth quarter reflect the company's strategic adjustments in response to market conditions [1] - Specific numerical data regarding revenue or profit was not provided in the excerpt [1] Strategic Decisions - The company made a proactive decision to halt imports due to uncertainties in trade policy, indicating a cautious approach to managing supply chain risks [1] - This decision may impact the company's operational efficiency and product availability in the short term [1]

Core Viewpoint - Spectrum Brands Holdings, Inc. has declared a quarterly dividend of $0.47 per share on its Common Stock, reflecting the company's commitment to returning value to shareholders [1] Company Overview - Spectrum Brands is identified as a home-essentials company with a mission to enhance living conditions at home [1] - The company focuses on delivering innovative products and solutions to consumers [1] Dividend Details - The declared dividend of $0.47 per share is payable on December 9, 2025 [1] - Shareholders of record as of November 24, 2025, will be eligible to receive the dividend [1]

Core Insights - Analysts project that Spectrum Brands (SPB) will report quarterly earnings of $0.77 per share, reflecting a year-over-year decline of 20.6% [1] - Revenue is expected to reach $744.93 million, down 3.7% from the same quarter last year [1] Earnings Projections - The consensus EPS estimate has been revised downward by 1.6% in the past 30 days, indicating a reassessment by covering analysts [2] - Changes in earnings projections are crucial for predicting investor reactions and short-term stock price movements [3] Key Metrics Analysis - Analysts forecast 'Net Sales- Home & Personal Care (HPC)' to be $314.50 million, a decrease of 6.5% year-over-year [4] - 'Net Sales- Home & Garden (H&G)' is projected at $147.55 million, showing a year-over-year increase of 9.4% [5] - 'Net Sales- Global Pet Care (GPC)' is estimated at $291.95 million, reflecting a decline of 3.5% year-over-year [5] Stock Performance - Spectrum shares have increased by 7.6% over the past month, compared to a 0.3% increase in the Zacks S&P 500 composite [5] - With a Zacks Rank of 4 (Sell), SPB is expected to underperform the overall market in the near future [5]

Core Viewpoint - Spectrum Brands Holdings, Inc. is set to release its fiscal 2025 fourth quarter financial results on November 13, 2025, before market opening [1] Company Summary - Spectrum Brands is a leading global branded consumer products and home essentials company [1] - The company focuses on driving innovation and providing exceptional customer service [1] Financial Results Announcement - The financial results will cover the period ended September 30, 2025 [1] - A live conference call and webcast will be conducted on the same day as the results release [1]

Core Viewpoint - The Portnoy Law Firm has initiated an investigation into possible securities fraud involving Spectrum Brands Holdings, Inc. and may file a class action on behalf of affected investors [1][2]. Financial Performance and Events - On April 26, 2018, Spectrum reported disappointing financial results for Q2 2018, leading to CEO Andreas Rouvé's resignation and a stock price drop of approximately 22.1%, from $93.14 to $72.56 per share [3]. - On November 16, 2018, Spectrum disclosed another poor quarter, resulting in a $92.5 million goodwill write-down for GAC, causing the stock price to decline by 19%, from $59.35 to $48.05 per share [4]. Legal Proceedings - In January 2019, Spectrum sold its GAC division to Energizer Holdings, Inc. Subsequently, Lead Plaintiffs were appointed for a class action lawsuit concerning securities purchased between January 26, 2017, and November 19, 2018 [5]. - A settlement agreement for $39 million was reached on August 10, 2020, but faced challenges leading to an amended notice being issued in April 2021 [6]. - A new settlement agreement for $32 million was established on August 27, 2021, with final approval granted on March 18, 2022 [7]. Settlement Distribution - The claims administration process concluded with the first distribution of the net settlement fund occurring in December 2022, followed by additional distributions in October 2023 and August 2025 [8].

Core Insights - Spectrum Brands Holdings Inc. (SPB) reported disappointing third-quarter fiscal 2025 results, with both revenue and earnings falling short of Zacks Consensus Estimates. Although earnings improved year-over-year, sales experienced a decline [1][2]. Financial Performance - Adjusted earnings per share were $1.24, a 9.7% increase from the previous year, but below the expected $1.25. The improvement was mainly due to lower interest expenses, reduced tax liabilities, and a smaller share count, though offset by declines in operating and investment income [2]. - Net sales fell 10.2% year-over-year to $699.6 million, missing the consensus estimate of $739 million. Organic sales dropped 11.1%, excluding a $6.8 million positive impact from foreign exchange rates. The decline was attributed to temporary shipment pauses, tariff-related supply constraints, and softness in the Global Pet Care and Home & Personal Care categories [3]. - Gross profit decreased 12.8% year-over-year to $264.1 million, influenced by lower sales volume, an unfavorable product mix, inflationary pressures, and higher tariffs. The gross margin contracted by 110 basis points to 37.8% [4]. - Adjusted EBITDA from continuing operations fell 27.9% year-over-year to $76.6 million, with the adjusted EBITDA margin contracting 270 basis points to 10.9% [5]. Segment Performance - The Home & Personal Care segment saw sales decline 10.8% year-over-year to $255.2 million, with organic net sales down 11.4%. The decline was driven by weaker consumer sentiment and temporary shipment pauses during tariff negotiations [7]. - In the EMEA region, organic net sales fell in the low-double digits, while North America experienced a low 20% decline, particularly in the Personal Care category. Conversely, LATAM showed growth with organic net sales rising in the low-double digits [8]. - The Global Pet Care segment's sales decreased 9.6% year-over-year, with organic net sales down 11.4%. The decline was due to temporary shipment halts and supply constraints [10]. - The Home & Garden segment's sales dropped 10.3% year-over-year to $189.2 million, affected by unfavorable seasonal weather [14]. Financial Position - As of June 29, 2025, SPB had a cash balance of $122 million and outstanding debt of $681.1 million. The company reported total liquidity of $510.5 million, with a net debt of $559.1 million [16]. - In Q3, SPB repurchased 0.9 million shares for $54.4 million, totaling 17.1 million shares repurchased since the close of HHI, amounting to $1.3 billion [17]. Outlook - The company has suspended its fiscal 2025 earnings outlook due to increased uncertainty from global trade conditions and evolving tariff policies. However, it reaffirmed a target of generating $160 million in free cash flow for fiscal 2025 [18].

PART I. FINANCIAL INFORMATION This part provides the company's unaudited condensed consolidated financial statements and related disclosures [Item 1. Financial Statements (Unaudited)](index=4&type=section&id=Item%201.%20Financial%20Statements%20(Unaudited)) This section presents the unaudited condensed consolidated financial statements for Spectrum Brands Holdings, Inc., including the Statements of Financial Position, Income, Comprehensive Income, Shareholders' Equity, and Cash Flows, along with detailed notes explaining the basis of presentation, significant accounting policies, and specific financial line items [Condensed Consolidated Statements of Financial Position](index=5&type=section&id=Condensed%20Consolidated%20Statements%20of%20Financial%20Position) This section details the company's assets, liabilities, and shareholders' equity at specific dates | (in millions) | June 29, 2025 | September 30, 2024 | | :--- | :--- | :--- | | **Assets** | | | | Cash and cash equivalents | $122.0 | $368.9 | | Total current assets | $1,338.9 | $1,578.6 | | Total assets | $3,542.3 | $3,842.3 | | **Liabilities and Shareholders' Equity** | | | | Total current liabilities | $553.1 | $687.1 | | Long-term debt, net of current portion | $655.9 | $551.4 | | Total liabilities | $1,648.5 | $1,700.6 | | Total shareholders' equity | $1,893.8 | $2,140.9 | | Total liabilities and equity | $3,542.3 | $3,842.3 | - Total assets decreased by **$300 million** from **$3,842.3 million** as of September 30, 2024, to **$3,542.3 million** as of June 29, 2025. Cash and cash equivalents saw a significant reduction from **$368.9 million** to **$122.0 million**[13](index=13&type=chunk) - Total shareholders' equity decreased by **$247.1 million**, from **$2,140.9 million** to **$1,893.8 million**, primarily due to treasury stock repurchases[13](index=13&type=chunk) [Condensed Consolidated Statements of Income](index=6&type=section&id=Condensed%20Consolidated%20Statements%20of%20Income) This section presents the company's revenues, expenses, and net income over specific periods | (in millions, except per share) | Three Month Periods Ended June 29, 2025 | Three Month Periods Ended June 30, 2024 | Nine Month Periods Ended June 29, 2025 | Nine Month Periods Ended June 30, 2024 | | :--- | :--- | :--- | :--- | :--- | | Net sales | $699.6 | $779.4 | $2,075.5 | $2,190.2 | | Gross profit | $264.1 | $302.8 | $775.3 | $821.2 | | Operating income | $31.3 | $47.7 | $95.5 | $148.6 | | Net income from continuing operations | $20.5 | $19.1 | $46.9 | $86.4 | | Net income | $19.7 | $6.0 | $44.7 | $96.0 | | Basic earnings per share | $0.80 | $0.21 | $1.68 | $3.10 | | Diluted earnings per share | $0.80 | $0.21 | $1.68 | $3.09 | | Dividend per share | $0.47 | $0.42 | $1.41 | $1.26 | - Net sales decreased by **10.2%** for the three-month period and **5.2%** for the nine-month period year-over-year[16](index=16&type=chunk) - Net income increased significantly for the three-month period (from **$6.0M** to **$19.7M**) but decreased for the nine-month period (from **$96.0M** to **$44.7M**)[16](index=16&type=chunk) [Condensed Consolidated Statements of Comprehensive Income](index=7&type=section&id=Condensed%20Consolidated%20Statements%20of%20Comprehensive%20Income) This section outlines net income and other comprehensive income components, reflecting total non-owner changes in equity | (in millions) | Three Month Periods Ended June 29, 2025 | Three Month Periods Ended June 30, 2024 | Nine Month Periods Ended June 29, 2025 | Nine Month Periods Ended June 30, 2024 | | :--- | :--- | :--- | :--- | :--- | | Net income | $19.7 | $6.0 | $44.7 | $96.0 | | Foreign currency translation gain (loss), net | $61.7 | $(10.4) | $29.6 | $7.5 | | Net unrealized (loss) gain on derivative instruments | $(9.1) | $2.6 | $(3.5) | $3.1 | | Net defined benefit pension (loss) gain | $(1.0) | $0.1 | $0.4 | $(0.1) | | Comprehensive income (loss) | $71.3 | $(1.7) | $71.2 | $106.5 | - Comprehensive income for the three-month period ended June 29, 2025, was **$71.3 million**, a significant increase from a loss of **$1.7 million** in the prior year, primarily driven by a foreign currency translation gain[19](index=19&type=chunk) [Condensed Consolidated Statements of Shareholders' Equity](index=8&type=section&id=Condensed%20Consolidated%20Statements%20of%20Shareholders'%20Equity) This section tracks changes in the company's equity, including share repurchases and comprehensive income - Shareholders' equity decreased from **$2,141.7 million** at September 30, 2024, to **$1,893.8 million** at June 29, 2025, primarily due to treasury stock repurchases totaling **$287.2 million** for the nine-month period[21](index=21&type=chunk)[74](index=74&type=chunk) - Accumulated other comprehensive loss, net of tax, improved from **$(204.0) million** to **$(177.7) million** over the nine-month period, mainly due to foreign currency translation gains[13](index=13&type=chunk)[21](index=21&type=chunk) [Condensed Consolidated Statements of Cash Flows](index=10&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) This section reports cash inflows and outflows from operating, investing, and financing activities | (in millions) | Nine Month Periods Ended June 29, 2025 | Nine Month Periods Ended June 30, 2024 | | :--- | :--- | :--- | | Net cash provided by operating activities | $32.5 | $81.9 | | Net cash (used) provided by investing activities | $(25.2) | $885.0 | | Net cash used by financing activities | $(245.0) | $(1,563.9) | | Net change in cash, cash equivalents and restricted cash | $(245.0) | $(596.2) | - Net cash provided by operating activities decreased by **$49.4 million**, from **$81.9 million** to **$32.5 million**, year-over-year[27](index=27&type=chunk) - Cash flows from investing activities shifted from a significant inflow of **$885.0 million** in the prior year to an outflow of **$25.2 million**, primarily due to reduced short-term investment activity[27](index=27&type=chunk)[149](index=149&type=chunk) - Cash used in financing activities decreased by **$1,318.9 million**, from **$1,563.9 million** to **$245.0 million**, mainly due to lower refinancing activity and reduced share repurchases compared to the prior year[27](index=27&type=chunk)[150](index=150&type=chunk) [Notes to the Condensed Consolidated Financial Statements](index=11&type=section&id=Notes%20to%20the%20Condensed%20Consolidated%20Financial%20Statements) This section provides information on notes to the condensed consolidated financial statements [NOTE 1 - BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES](index=11&type=section&id=NOTE%201%20-%20BASIS%20OF%20PRESENTATION%20AND%20SIGNIFICANT%20ACCOUNTING%20POLICIES) This note outlines the principles of consolidation, fiscal period-end, and recently issued accounting standards. The unaudited condensed consolidated financial statements are prepared in accordance with GAAP for interim financial information. Several new FASB ASUs (2023-07, 2023-09, 2024-03, 2025-05) are discussed, with their effective dates ranging from fiscal years beginning after December 2023 to December 2025, and the Company is evaluating their potential impact - The Company's fiscal year ends on September 30, with quarterly periods approximately thirteen weeks long, ending on a Sunday. The current reporting period ends June 29, 2025[30](index=30&type=chunk) - New accounting standards (ASU 2023-07, 2023-09, 2024-03, 2025-05) related to segment reporting, income tax disclosures, disaggregation of income statement expenses, and credit losses for receivables are being evaluated for their impact on the consolidated financial statements, with effective dates in future fiscal years[31](index=31&type=chunk)[32](index=32&type=chunk)[33](index=33&type=chunk)[34](index=34&type=chunk) [NOTE 2 – EXIT AND DISPOSAL ACTIVITIES](index=12&type=section&id=NOTE%202%20%E2%80%93%20EXIT%20AND%20DISPOSAL%20ACTIVITIES) Spectrum Brands initiated restructuring activities within its HPC and GPC segments, as well as shared operations, leading to headcount reductions and termination charges. Total cumulative exit and disposal costs for the nine months ended June 29, 2025, were $8.2 million, with an additional $3 million forecasted - Total cumulative exit and disposal costs for the nine months ended June 29, 2025, were **$8.2 million**, with **$3 million** additional costs forecasted[36](index=36&type=chunk) | (in millions) | Three Month Periods Ended June 29, 2025 | Three Month Periods Ended June 30, 2024 | Nine Month Periods Ended June 29, 2025 | Nine Month Periods Ended June 30, 2024 | | :--- | :--- | :--- | :--- | :--- | | Exit and disposal costs | $4.2 | $0.1 | $8.2 | $1.0 | | Reported as: Selling, general & administrative expense | $4.2 | $0.1 | $8.2 | $1.0 | - The HPC segment incurred the largest portion of restructuring charges, with **$5.3 million** for the nine-month period ended June 29, 2025[38](index=38&type=chunk) [NOTE 3 – REVENUE RECOGNITION AND RECEIVABLES](index=13&type=section&id=NOTE%203%20%E2%80%93%20REVENUE%20RECOGNITION%20AND%20RECEIVABLES) This note details the Company's revenue disaggregation by segment, geographic region, and revenue type, primarily product sales. It also highlights significant customer concentration, with two large retail customers accounting for 36.5% of net sales for the nine-month period ended June 29, 2025, and 47.9% of trade receivables | (in millions) | Nine Month Period Ended June 29, 2025 | Nine Month Period Ended June 30, 2024 | | :--- | :--- | :--- | | **Total revenue** | **$2,075.5** | **$2,190.2** | | GPC | $784.4 | $849.0 | | H&G | $433.6 | $443.7 | | HPC | $857.5 | $897.5 | | **Revenue type (June 29, 2025)** | | | | Product Sales | $2,059.3 | | | Licensing | $13.1 | | | Service and other | $3.1 | | - Significant customers (exceeding **10%** of net sales) accounted for **36.5%** of net sales for the nine-month period ended June 29, 2025, and **47.9%** of net trade receivables as of June 29, 2025[43](index=43&type=chunk)[44](index=44&type=chunk) | (in millions) | June 29, 2025 | September 30, 2024 | | :--- | :--- | :--- | | Liability for product returns | $10.4 | $14.4 | | Allowance for doubtful accounts | $6.0 | $8.1 | [NOTE 4 – INVENTORIES](index=14&type=section&id=NOTE%204%20%E2%80%93%20INVENTORIES) This note provides details on the composition and changes in inventory balances | (in millions) | June 29, 2025 | September 30, 2024 | | :--- | :--- | :--- | | Raw materials | $51.6 | $46.8 | | Work-in-process | $6.6 | $5.6 | | Finished goods | $449.3 | $409.7 | | Inventories | $507.5 | $462.1 | - Finished goods increased by **$39.6 million**, from **$409.7 million** to **$449.3 million**, contributing to the overall inventory increase[47](index=47&type=chunk) [NOTE 5 – PROPERTY, PLANT AND EQUIPMENT](index=14&type=section&id=NOTE%205%20%E2%80%93%20PROPERTY,%20PLANT%20AND%20EQUIPMENT) This note presents net property, plant and equipment and related impairment charges | (in millions) | June 29, 2025 | September 30, 2024 | | :--- | :--- | :--- | | Property, plant and equipment, net | $250.3 | $266.6 | - An impairment charge of **$7.8 million** was recognized on a finance lease for office space in Middleton, WI, for the three and nine-month periods ended June 29, 2025[49](index=49&type=chunk) | (in millions) | Three Month Periods Ended June 29, 2025 | Three Month Periods Ended June 30, 2024 | Nine Month Periods Ended June 29, 2025 | Nine Month Periods Ended June 30, 2024 | | :--- | :--- | :--- | :--- | :--- | | Depreciation expense | $14.6 | $14.1 | $42.6 | $42.9 | | Amortization expense (cloud computing) | $2.2 | $0.6 | $5.2 | $1.9 | [NOTE 6 - GOODWILL AND INTANGIBLE ASSETS](index=15&type=section&id=NOTE%206%20-%20GOODWILL%20AND%20INTANGIBLE%20ASSETS) This note details goodwill and intangible asset balances, including impairment charges | (in millions) | June 29, 2025 | September 30, 2024 | | :--- | :--- | :--- | | Goodwill | $868.9 | $864.9 | | Intangible assets, net | $952.0 | $990.4 | - An impairment charge of **$15.7 million** was recognized on the PowerXL® tradename in the HPC segment during the nine-month period ended June 29, 2025, due to declining sales expectations[52](index=52&type=chunk) | (in millions) | Three Month Periods Ended June 29, 2025 | Three Month Periods Ended June 30, 2024 | Nine Month Periods Ended June 29, 2025 | Nine Month Periods Ended June 30, 2024 | | :--- | :--- | :--- | :--- | :--- | | Amortization expense | $10.5 | $11.1 | $31.5 | $33.4 | [NOTE 7 – DEBT](index=16&type=section&id=NOTE%207%20%E2%80%93%20DEBT) This note outlines the company's debt structure, borrowings, and exchangeable notes | (in millions) | June 29, 2025 | September 30, 2024 | | :--- | :--- | :--- | | Total debt | $681.1 | $577.7 | | Long-term debt, net of current portion | $655.9 | $551.4 | - The Company had **$103.0 million** outstanding under its **$500 million** Revolver Facility as of June 29, 2025, with **$388.5 million** borrowing availability[58](index=58&type=chunk) - The exchange rate for the **3.375%** Exchangeable Notes due June 1, 2029, was adjusted to **8.2229 shares** per **$1,000** principal amount (approx. **$121.61** per share) following an increase in the quarterly dividend rate[59](index=59&type=chunk) [NOTE 8 - DERIVATIVES](index=17&type=section&id=NOTE%208%20-%20DERIVATIVES) This note describes the company's use of derivative financial instruments for risk management - Derivative financial instruments are used to manage foreign currency risk, not for speculative or trading purposes[61](index=61&type=chunk) | (in millions) | June 29, 2025 | September 30, 2024 | | :--- | :--- | :--- | | Total Derivative Assets | $1.3 | $1.8 | | Total Derivative Liabilities | $17.6 | $15.3 | - A net loss of **$11.0 million** (net of tax) from cash flow hedges is estimated to be reclassified from Accumulated Other Comprehensive Income (AOCI) into earnings over the next **12 months**[68](index=68&type=chunk) [NOTE 9 - FAIR VALUE OF FINANCIAL INSTRUMENTS](index=18&type=section&id=NOTE%209%20-%20FAIR%20VALUE%20OF%20FINANCIAL%20INSTRUMENTS) This note explains the fair value measurements for the company's financial instruments | (in millions) | Fair Value (June 29, 2025) | Carrying Amount (June 29, 2025) | | :--- | :--- | :--- | | Derivative Assets | $1.3 | $1.3 | | Derivative Liabilities | $17.6 | $17.6 | | Debt | $624.3 | $666.6 | - Fair value measurements for debt and derivative instruments are primarily based on Level 2 inputs, using quoted or observed market prices[70](index=70&type=chunk) [NOTE 10 – SHAREHOLDERS' EQUITY](index=18&type=section&id=NOTE%2010%20%E2%80%93%20SHAREHOLDERS'%20EQUITY) This note details changes in shareholders' equity, including share repurchase programs | (in millions except per share data) | Nine Month Periods Ended June 29, 2025 | Nine Month Periods Ended June 30, 2024 | | :--- | :--- | :--- | | Total Shares Repurchased | 3.7 | 7.4 | | Average Price Paid Per Share | $78.30 | $76.66 | | Total Amount | $287.2 | $565.9 | - The Company terminated two Rule 10b5-1 repurchase plans totaling **$200 million** and initiated a new **$50 million** plan in June 2025, with **$6.0 million** repurchased as of June 29, 2025[74](index=74&type=chunk)[75](index=75&type=chunk)[76](index=76&type=chunk) [NOTE 11 - SHARE BASED COMPENSATION](index=19&type=section&id=NOTE%2011%20-%20SHARE%20BASED%20COMPENSATION) This note presents share-based compensation expense and equity award grants | (in millions) | Three Month Periods Ended June 29, 2025 | Three Month Periods Ended June 30, 2024 | Nine Month Periods Ended June 29, 2025 | Nine Month Periods Ended June 30, 2024 | | :--- | :--- | :--- | :--- | :--- | | Share based compensation expense | $4.8 | $4.5 | $14.7 | $12.9 | | (in millions, except per share data) | Units | Fair Value at Grant Date | | :--- | :--- | :--- | | Total time-based grants | 0.12 | $10.0 | | Performance-based grants | 0.16 | $14.7 | | Total grants | 0.28 | $24.7 | [NOTE 12 - ACCUMULATED OTHER COMPREHENSIVE INCOME](index=20&type=section&id=NOTE%2012%20-%20ACCUMULATED%20OTHER%20COMPREHENSIVE%20INCOME) This note explains the components and changes in accumulated other comprehensive income | (in millions) | Balance at September 30, 2024 | Balance at June 29, 2025 | | :--- | :--- | :--- | | Foreign Currency Translation | $(164.1) | $(134.7) | | Derivative Instruments | $(2.2) | $(5.7) | | Defined Benefit Pension | $(37.7) | $(37.3) | | Total AOCI | $(204.0) | $(177.7) | - Foreign currency translation contributed a gain of **$61.7 million** (net of tax) for the three-month period and **$61.4 million** (attributable to controlling interest) for the nine-month period ended June 29, 2025[80](index=80&type=chunk) [NOTE 13 - INCOME TAXES](index=22&type=section&id=NOTE%2013%20-%20INCOME%20TAXES) This note details the effective tax rate and factors influencing income tax expense | | Three Month Periods Ended | Nine Month Periods Ended | | :--- | :--- | :--- | | | June 29, 2025 | June 30, 2024 | June 29, 2025 | June 30, 2024 | | Effective tax rate | 6.8 % | 54.0 % | 32.8 % | 41.1 % | - The lower effective tax rate for the three-month period was influenced by **$7.2 million** in tax benefits from state law changes and **$2.2 million** in interest related to uncertain tax positions[85](index=85&type=chunk) - The Company is assessing the impact of Pillar Two legislation (global minimum corporate income tax of **15%**) and the One Big Beautiful Bill Act, but does not anticipate a significant impact on its effective tax rate from Pillar Two for Fiscal 2025[86](index=86&type=chunk)[87](index=87&type=chunk) [NOTE 14 - COMMITMENTS AND CONTINGENCIES](index=23&type=section&id=NOTE%2014%20-%20COMMITMENTS%20AND%20CONTINGENCIES) This note outlines various litigation, environmental, and product liability matters - Environmental remediation liability stands at **$4.5 million** as of June 29, 2025[91](index=91&type=chunk) - Product liability is estimated at **$2.0 million** as of June 29, 2025[91](index=91&type=chunk) - Costs for product safety recalls in the HPC segment were **$5.5 million**, with **$7.9 million** expected to be recovered from third-party indemnification provisions[92](index=92&type=chunk) - The Company received **$65.0 million** in insurance proceeds during the nine-month period ended June 30, 2024, related to the Tristar Business acquisition litigation[93](index=93&type=chunk) [NOTE 15 - SEGMENT INFORMATION](index=24&type=section&id=NOTE%2015%20-%20SEGMENT%20INFORMATION) Spectrum Brands operates in three segments: Global Pet Care (GPC), Home & Garden (H&G), and Home & Personal Care (HPC). All segments experienced a decrease in net sales for both the three and nine-month periods ended June 29, 2025, compared to the prior year. Total segment Adjusted EBITDA also decreased, reflecting lower sales volumes, inflationary costs, and tariffs, partially offset by pricing adjustments and productivity improvements | (in millions) | Three Month Periods Ended June 29, 2025 | Three Month Periods Ended June 30, 2024 | Nine Month Periods Ended June 29, 2025 | Nine Month Periods Ended June 30, 2024 | | :--- | :--- | :--- | :--- | :--- | | **Net sales** | | | | | | GPC | $255.2 | $282.2 | $784.4 | $849.0 | | H&G | $189.2 | $211.0 | $433.6 | $443.7 | | HPC | $255.2 | $286.2 | $857.5 | $897.5 | | Total Net sales | $699.6 | $779.4 | $2,075.5 | $2,190.2 | | **Adjusted EBITDA** | | | | | | GPC | $44.0 | $56.7 | $145.5 | $171.8 | | H&G | $38.6 | $43.3 | $74.6 | $71.8 | | HPC | $7.0 | $11.8 | $41.0 | $56.3 | | Total segment adjusted EBITDA | $89.6 | $111.8 | $261.1 | $299.9 | - GPC net sales decreased by **9.6%** (three-month) and **7.6%** (nine-month), with Adjusted EBITDA decreasing by **22.4%** and **15.3%** respectively, due to lower NA volumes, consumer demand softness, and tariff-driven supply constraints[101](index=101&type=chunk)[143](index=143&type=chunk) - H&G net sales decreased by **10.3%** (three-month) and **2.3%** (nine-month) due to a delayed season and reduced replenishment orders. Adjusted EBITDA for H&G increased by **3.9%** for the nine-month period due to improved profitability on lower sales[101](index=101&type=chunk)[144](index=144&type=chunk) - HPC net sales decreased by **10.8%** (three-month) and **4.5%** (nine-month), with Adjusted EBITDA decreasing by **40.7%** and **27.2%** respectively, impacted by lower EMEA and NA volumes, tariff-driven supply issues, and reduced consumer demand[101](index=101&type=chunk)[145](index=145&type=chunk) [NOTE 16 - EARNINGS PER SHARE](index=26&type=section&id=NOTE%2016%20-%20EARNINGS%20PER%20SHARE) This note provides basic and diluted earnings per share calculations and related factors | (in millions, except per share amounts) | Three Month Periods Ended June 29, 2025 | Three Month Periods Ended June 30, 2024 | Nine Month Periods Ended June 29, 2025 | Nine Month Periods Ended June 30, 2024 | | :--- | :--- | :--- | :--- | :--- | | Basic earnings per share from continuing operations | $0.83 | $0.66 | $1.77 | $2.79 | | Basic earnings per share | $0.80 | $0.21 | $1.68 | $3.10 | | Diluted earnings per share from continuing operations | $0.83 | $0.66 | $1.76 | $2.78 | | Diluted earnings per share | $0.80 | $0.21 | $1.68 | $3.09 | - The Exchangeable Notes were anti-dilutive for both periods as the average market price of the Company's common shares was less than the initial conversion price[105](index=105&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=27&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) This section provides management's perspective on the Company's financial performance, liquidity, and operational results for the three and nine months ended June 29, 2025. It includes discussions on non-GAAP measures, recent developments like U.S. tariffs and strategic initiatives, consolidated results of operations, segment performance, and liquidity and capital resources [Introduction](index=27&type=section&id=Introduction) This section provides context for the financial discussion and highlights forward-looking statements - The discussion should be read in conjunction with the Condensed Consolidated Financial Statements and notes in this 10-Q and the 2024 Annual Report on Form 10-K[107](index=107&type=chunk) - The section contains forward-looking statements subject to risks and uncertainties, as detailed in the 'Forward-Looking Statements' section[107](index=107&type=chunk) [Non-GAAP Measurements](index=27&type=section&id=Non-GAAP%20Measurements) This section defines and reconciles non-GAAP financial measures used by management - The Company uses non-GAAP metrics such as organic net sales, adjusted EBITDA, and adjusted EBITDA margin to provide supplemental information on operational strength and performance[109](index=109&type=chunk)[112](index=112&type=chunk) - Organic net sales exclude the effects of foreign currency exchange rate changes and acquisitions, providing insight into regional and operating segment performance[110](index=110&type=chunk) | (in millions, except %) | Three Month Periods Ended June 29, 2025 | Three Month Periods Ended June 30, 2024 | Nine Month Periods Ended June 29, 2025 | Nine Month Periods Ended June 30, 2024 | | :--- | :--- | :--- | :--- | :--- | | Net sales | $699.6 | $779.4 | $2,075.5 | $2,190.2 | | Organic Net Sales | $692.8 | $779.4 | $2,083.9 | $2,190.2 | | Organic Net Sales Variance | $(86.6) (-11.1%) | - | $(106.3) (-4.9%) | - | | Adjusted EBITDA | $76.6 | $106.3 | $225.7 | $303.0 | | Adjusted EBITDA margin | 10.9 % | 13.6 % | 10.9 % | 13.8 % | [Overview](index=29&type=section&id=Overview) This section provides a general overview of the company's business and financial context [Recent Developments](index=29&type=section&id=Recent%20Developments) This section highlights significant recent events impacting the company's operations and financial condition [U.S. Tariffs and Global Macro-Economic Environment](index=29&type=section&id=U.S.%20Tariffs%20and%20Global%20Macro-Economic%20Environment) New U.S. tariffs on Chinese imports have increased costs and pressured profit margins, particularly for the HPC segment. The Company temporarily paused Chinese imports but reinstated them, mitigating impact through pricing adjustments, supply chain diversification, and operational efficiencies. The HPC segment is actively moving production, while GPC and H&G have diversified sourcing or limited exposure - Incremental U.S. tariffs on Chinese imports have increased costs, especially for the HPC segment, which sources most U.S. products from Southeast Asia, primarily China[118](index=118&type=chunk)[119](index=119&type=chunk) - The Company temporarily paused finished goods imports from China but reinstated them, expecting improved fulfillment and distribution by year-end[118](index=118&type=chunk)[119](index=119&type=chunk) - Mitigation efforts include pricing adjustments, supply chain diversification (HPC moving production), and operational efficiencies to offset cost increases[118](index=118&type=chunk)[119](index=119&type=chunk)[122](index=122&type=chunk) [Strategic Transactions, Restructuring and Optimization Initiatives](index=30&type=section&id=Strategic%20Transactions,%20Restructuring%20and%20Optimization%20Initiatives) The Company incurred $10.0 million in costs for strategic transactions and optimization initiatives for the nine-month period ended June 29, 2025, down from $23.2 million in the prior year. These costs include HHI separation, HPC separation initiatives, and Global ERP transformation, aimed at improving efficiencies and reducing costs | (in millions) | Nine Month Periods Ended June 29, 2025 | Nine Month Periods Ended June 30, 2024 | | :--- | :--- | :--- | | HHI separation costs | $1.4 | $3.0 | | HPC separation initiatives | $0.9 | $8.5 | | Global ERP transformation | $7.1 | $11.2 | | Other project costs | $0.6 | $0.5 | | Total | $10.0 | $23.2 | - Costs for HPC separation initiatives decreased from **$8.5 million** to **$0.9 million**, and HHI separation costs decreased from **$3.0 million** to **$1.4 million**, reflecting progress in these strategic efforts[123](index=123&type=chunk) [Exit and Disposal Activity](index=30&type=section&id=Exit%20and%20Disposal%20Activity) Exit and disposal costs, primarily severance and contract termination, are recognized due to reorganizations or cost-saving initiatives. These costs are considered incremental and not reflective of ongoing operating costs, impacting financial comparability - Exit and disposal costs are primarily severance and contract termination costs from reorganizations or cost savings initiatives[124](index=124&type=chunk) - These costs are considered incremental and non-recurring, affecting the comparability of financial results[124](index=124&type=chunk) [Refinancing Activity](index=30&type=section&id=Refinancing%20Activity) In May 2024, the Company issued $350.0 million in 3.375% Exchangeable Senior Notes due 2029 and concurrently completed a tender offer and redeemed outstanding principal debt, reducing the principal debt balance by $1,174.4 million. This resulted in a $2.2 million loss on early extinguishment in the prior year, partially offset by a $4.7 million gain from open market bond repurchases - Issued **$350.0 million** of **3.375%** Exchangeable Senior Notes due June 1, 2029, in May 2024[126](index=126&type=chunk) - Completed a tender offer and redeemed outstanding debt, reducing principal debt by **$1,174.4 million**, resulting in a **$2.2 million** loss on early extinguishment in the prior year[126](index=126&type=chunk) - Recognized a **$4.7 million** gain on extinguishment from repurchasing outstanding bonds in the open market during the nine-month period ended June 30, 2024[126](index=126&type=chunk) [Consolidated Results of Operations](index=31&type=section&id=Consolidated%20Results%20of%20Operations) This section discusses the company's overall financial performance, including sales, profit, and expenses [Net Sales](index=32&type=section&id=Net%20Sales) Consolidated net sales decreased by 10.2% to $699.6 million for the three-month period and by 5.2% to $2,075.5 million for the nine-month period ended June 29, 2025. The decline was primarily driven by lower volumes across all segments, partially offset by positive pricing adjustments and favorable foreign currency impacts in some periods | (in millions, except %) | Three Month Periods Ended June 29, 2025 | Three Month Periods Ended June 30, 2024 | Nine Month Periods Ended June 29, 2025 | Nine Month Periods Ended June 30, 2024 | | :--- | :--- | :--- | :--- | :--- | | Net sales | $699.6 | $779.4 | $2,075.5 | $2,190.2 | | Variance | $(79.8) (-10.2%) | - | $(114.7) (-5.2%) | - | | (in millions, except %) | Three Month Period Ended (Volume) | Three Month Period Ended (Price) | Three Month Period Ended (Foreign Currency) | | :--- | :--- | :--- | :--- | | GPC | $(32.0) (-11.3%) | $(0.3) (-0.1%) | $5.3 (1.9%) | | H&G | $(23.2) (-11.0%) | $1.5 (0.7%) | $(0.1) (0.0%) | | HPC | $(36.1) (-12.6%) | $3.5 (1.2%) | $1.6 (0.6%) | | Total | $(91.3) (-11.7%) | $4.7 (0.6%) | $6.8 (0.9%) | - Organic net sales decreased by **11.1%** for the three-month period and **4.9%** for the nine-month period, indicating broad-based volume declines[111](index=111&type=chunk) [Gross Profit](index=32&type=section&id=Gross%20Profit) Gross profit decreased by 12.8% to $264.1 million for the three-month period and by 5.6% to $775.3 million for the nine-month period. Gross profit margin decreased by 110 basis points to 37.8% for the three-month period, primarily due to lower volumes, unfavorable mix, and increased costs from inflation and tariffs, partially offset by pricing and operational efficiencies | (in millions, except %) | Three Month Periods Ended June 29, 2025 | Three Month Periods Ended June 30, 2024 | Nine Month Periods Ended June 29, 2025 | Nine Month Periods Ended June 30, 2024 | | :--- | :--- | :--- | :--- | :--- | | Gross profit | $264.1 | $302.8 | $775.3 | $821.2 | | Gross profit margin | 37.8 % | 38.9 % | 37.4 % | 37.5 % | | Variance (3-month) | $(38.7) (-12.8%) | - | - | - | | Variance (9-month) | - | - | $(45.9) (-5.6%) | - | - For the three-month period, gross profit margin decreased by **110 basis points** due to lower volumes, unfavorable mix (**-130 bps**), and increased costs (**-100 bps**), partially offset by pricing (**+50 bps**)[132](index=132&type=chunk) [Selling, General & Administrative](index=33&type=section&id=Selling,%20General%20%26%20Administrative) Selling, general & administrative (SG&A) expenses decreased by 10.0% to $225.0 million for the three-month period and by 4.7% to $656.3 million for the nine-month period. This reduction was driven by lower distribution costs due to reduced volumes and optimization efforts, and decreased strategic transaction and restructuring costs, partially offset by increased brand-focused marketing in the nine-month period | (in millions, except %) | Three Month Periods Ended June 29, 2025 | Three Month Periods Ended June 30, 2024 | Nine Month Periods Ended June 29, 2025 | Nine Month Periods Ended June 30, 2024 | | :--- | :--- | :--- | :--- | :--- | | Total selling, general & administrative | $225.0 | $250.0 | $656.3 | $689.0 | | % of Net Sales (3-month) | 32.2 % | 32.1 % | - | - | | % of Net Sales (9-month) | - | - | 31.6 % | 31.5 % | - Distribution costs decreased by **15.9%** for the three-month period and **8.6%** for the nine-month period due to lower volumes and optimization[134](index=134&type=chunk) - Strategic transaction, restructuring and optimization costs decreased by **39.1%** for the three-month period and **24.8%** for the nine-month period[134](index=134&type=chunk) [Impairment of Intangible Assets](index=33&type=section&id=Impairment%20of%20Intangible%20Assets) The Company recognized a $15.7 million impairment charge on its PowerXL® tradename during the nine-month period ended June 29, 2025, due to declining sales expectations. No impairment was recognized in the three-month period - A **$15.7 million** impairment charge was recognized on the PowerXL® tradename in the nine-month period ended June 29, 2025[135](index=135&type=chunk) [Impairment of Property, Plant and Equipment and Leases](index=33&type=section&id=Impairment%20of%20Property,%20Plant%20and%20Equipment%20and%20Leases) An impairment charge of $7.8 million was recognized on the Middleton, WI office lease for both the three and nine-month periods ended June 29, 2025, following the Company's exit from transition service agreements - An impairment charge of **$7.8 million** was recognized on the Middleton, WI office lease for the three and nine-month periods ended June 29, 2025[136](index=136&type=chunk) [Representation and Warranty Insurance Proceeds](index=33&type=section&id=Representation%20and%20Warranty%20Insurance%20Proceeds) During the nine-month period ended June 30, 2024, the Company recognized a non-recurring gain of $65.0 million from representation and warranty insurance policies related to the Tristar Business acquisition. No comparable activity occurred in the current periods - A non-recurring gain of **$65.0 million** from insurance proceeds related to the Tristar Business acquisition was recognized in the nine-month period ended June 30, 2024[137](index=137&type=chunk) [Interest Expense](index=33&type=section&id=Interest%20Expense) Interest expense decreased significantly during both the three and nine-month periods due to reduced debt borrowings following refinancing activities in the prior year | (in millions) | Three Month Periods Ended June 29, 2025 | Three Month Periods Ended June 30, 2024 | Nine Month Periods Ended June 29, 2025 | Nine Month Periods Ended June 30, 2024 | | :--- | :--- | :--- | :--- | :--- | | Interest expense | $8.4 | $15.7 | $22.1 | $51.8 | | Variance (3-month) | $(7.3) (-46.5%) | - | - | - | | Variance (9-month) | - | - | $(29.7) (-57.3%) | - | [Interest Income](index=33&type=section&id=Interest%20Income) Interest income decreased during both the three and nine-month periods due to lower balances in term deposits, as funds were used for refinancing activities in the prior year | (in millions) | Three Month Periods Ended June 29, 2025 | Three Month Periods Ended June 30, 2024 | Nine Month Periods Ended June 29, 2025 | Nine Month Periods Ended June 30, 2024 | | :--- | :--- | :--- | :--- | :--- | | Interest income | $(0.6) | $(13.4) | $(3.6) | $(54.3) | | Variance (3-month) | $12.8 | - | - | - | | Variance (9-month) | - | - | $50.7 | - | [Loss (Gain) From Early Extinguishment of Debt](index=33&type=section&id=Loss%20(Gain)%20From%20Early%20Extinguishment%20of%20Debt) The Company recognized a net loss (gain) from early extinguishment of debt in the three and nine-month periods ended June 30, 2024, due to refinancing activities. No comparable activity occurred in the current periods ended June 29, 2025 | (in millions) | Three Month Periods Ended June 29, 2025 | Three Month Periods Ended June 30, 2024 | Nine Month Periods Ended June 29, 2025 | Nine Month Periods Ended June 30, 2024 | | :--- | :--- | :--- | :--- | :--- | | Loss (gain) from early extinguishment of debt | $0.0 | $2.2 | $0.0 | $(2.6) | [Other Non-Operating Expense, Net](index=33&type=section&id=Other%20Non-Operating%20Expense,%20Net) Other non-operating expense, net, remained relatively consistent, primarily reflecting changes in foreign currency compared to the prior year | (in millions) | Three Month Periods Ended June 29, 2025 | Three Month Periods Ended June 30, 2024 | Nine Month Periods Ended June 29, 2025 | Nine Month Periods Ended June 30, 2024 | | :--- | :--- | :--- | :--- | :--- | | Other non-operating expense, net | $1.5 | $1.7 | $7.2 | $7.0 | [Income Taxes](index=33&type=section&id=Income%20Taxes) Income tax expense decreased significantly for the three-month period due to a lower effective tax rate (6.8% vs. 54.0%), influenced by state law changes and accrued interest on uncertain tax positions. For the nine-month period, income tax expense also decreased, with an effective tax rate of 32.8% | (in millions) | Three Month Periods Ended June 29, 2025 | Three Month Periods Ended June 30, 2024 | Nine Month Periods Ended June 29, 2025 | Nine Month Periods Ended June 30, 2024 | | :--- | :--- | :--- | :--- | :--- | | Income tax expense | $1.5 | $22.4 | $22.9 | $60.3 | | Variance (3-month) | $(20.9) (-93.3%) | - | - | - | | Variance (9-month) | - | - | $(37.4) (-62.0%) | - | - The effective tax rate for the three months ended June 29, 2025, was **6.8%**, compared to **54.0%** in the prior year, primarily due to state law changes and interest on uncertain tax positions[85](index=85&type=chunk)[140](index=140&type=chunk) [Income From Discontinued Operations](index=33&type=section&id=Income%20From%20Discontinued%20Operations) Income from discontinued operations primarily reflects changes to indemnifications related to divested businesses. The prior year's nine-month period included a tax-related indemnification settlement and reduction in accrued transaction costs, which were not present in the current period | (in millions) | Three Month Periods Ended June 29, 2025 | Three Month Periods Ended June 30, 2024 | Nine Month Periods Ended June 29, 2025 | Nine Month Periods Ended June 30, 2024 | | :--- | :--- | :--- | :--- | :--- | | (Loss) income from discontinued operations, net of tax | $(0.8) | $(13.1) | $(2.2) | $9.6 | - The prior year's nine-month income from discontinued operations included a **$9.6 million** gain from a tax-related indemnification settlement and reduced transaction costs[141](index=141&type=chunk) [Noncontrolling Interest](index=33&type=section&id=Noncontrolling%20Interest) Net income attributable to noncontrolling interest represents the share of net income or loss from subsidiaries not wholly-owned by the Company, varying with the subsidiary's performance and the percentage of noncontrolling interest - Noncontrolling interest reflects the share of net income or loss from partially owned subsidiaries[142](index=142&type=chunk) [Segment Financial Data](index=34&type=section&id=Segment%20Financial%20Data) This section presents detailed financial performance for each of the company's operating segments [Global Pet Care (GPC)](index=34&type=section&id=Global%20Pet%20Care) GPC net sales decreased by 9.6% for the three-month period and 7.6% for the nine-month period, primarily due to lower North America volumes from consumer demand softness, reduced distribution from tariff-driven pricing negotiations, and supply constraints. Adjusted EBITDA decreased by 22.4% and 15.3% respectively, impacted by lower volumes, inflationary costs, and an unfavorable mix | (in millions, except %) | Three Month Periods Ended June 29, 2025 | Three Month Periods Ended June 30, 2024 | Nine Month Periods Ended June 29, 2025 | Nine Month Periods Ended June 30, 2024 | | :--- | :--- | :--- | :--- | :--- | | Net sales | $255.2 | $282.2 | $784.4 | $849.0 | | Adjusted EBITDA | $44.0 | $56.7 | $145.5 | $171.8 | | Adjusted EBITDA margin | 17.2 % | 20.1 % | 18.5 % | 20.2 % | - Organic net sales for GPC decreased by **11.4%** for the three-month period and **8.0%** for the nine-month period[143](index=143&type=chunk) - North America volumes were negatively impacted by consumer demand softness and supply constraints from pausing China-sourced purchases due to tariffs[143](index=143&type=chunk) [Home & Garden (H&G)](index=34&type=section&id=Home%20%26%20Garden) H&G net sales decreased by 10.3% for the three-month period and 2.3% for the nine-month period, primarily due to a delayed season and reduced replenishment orders. Adjusted EBITDA decreased by 10.9% for the three-month period but increased by 3.9% for the nine-month period, with margin improvement driven by favorable trade variances and cost improvements | (in millions, except %) | Three Month Periods Ended June 29, 2025 | Three Month Periods Ended June 30, 2024 | Nine Month Periods Ended June 29, 2025 | Nine Month Periods Ended June 30, 2024 | | :--- | :--- | :--- | :--- | :--- | | Net sales | $189.2 | $211.0 | $433.6 | $443.7 | | Adjusted EBITDA | $38.6 | $43.3 | $74.6 | $71.8 | | Adjusted EBITDA margin | 20.4 % | 20.5 % | 17.2 % | 16.2 % | - Net sales and organic net sales for H&G decreased due to a delayed season and slower retail sales, leading to reduced replenishment orders[144](index=144&type=chunk) - Nine-month Adjusted EBITDA margin increased by **100 basis points** due to improved profitability on lower sales, favorable trade variances, and cost improvements[144](index=144&type=chunk) [Home and Personal Care (HPC)](index=34&type=section&id=Home%20and%20Personal%20Care) HPC net sales decreased by 10.8% for the three-month period and 4.5% for the nine-month period, driven by lower volumes in EMEA and North America due to slower distribution, reduced consumer demand, and tariff-driven supply constraints. Adjusted EBITDA decreased by 40.7% and 27.2% respectively, impacted by reduced sales volumes, inflation, tariffs, and an unfavorable mix | (in millions, except %) | Three Month Periods Ended June 29, 2025 | Three Month Periods Ended June 30, 2024 | Nine Month Periods Ended June 29, 2025 | Nine Month Periods Ended June 30, 2024 | | :--- | :--- | :--- | :--- | :--- | | Net sales | $255.2 | $286.2 | $857.5 | $897.5 | | Adjusted EBITDA | $7.0 | $11.8 | $41.0 | $56.3 | | Adjusted EBITDA margin | 2.7 % | 4.1 % | 4.8 % | 6.3 % | - Organic net sales for HPC decreased by **11.4%** for the three-month period and **3.1%** for the nine-month period[145](index=145&type=chunk) - North America volumes were impacted by lower distribution due to tariff-driven pricing negotiations and supply constraints from pausing China-sourced purchases[145](index=145&type=chunk) [Liquidity and Capital Resources](index=35&type=section&id=Liquidity%20and%20Capital%20Resources) This section analyzes the company's cash position, debt, and ability to meet its financial obligations [Cash Flows from Operating Activities](index=35&type=section&id=Cash%20Flows%20from%20Operating%20Activities) Cash flows provided by operating activities from continuing operations decreased by $145.3 million to $33.1 million for the nine-month period, primarily due to lower sales and temporary changes in inventory purchasing related to tariff volatility, despite improved margins and lower operating/interest costs | (in millions) | Nine Month Periods Ended June 29, 2025 | Nine Month Periods Ended June 30, 2024 | | :--- | :--- | :--- | | Operating activities | $33.1 | $178.4 | - The decrease in operating cash flow was driven by lower sales and temporary changes in inventory purchasing due to tariff volatility[148](index=148&type=chunk) [Cash Flows from Investing Activities](index=35&type=section&id=Cash%20Flows%20from%20Investing%20Activities) Cash flows used for investing activities increased by $910.2 million, shifting from a cash inflow of $885.0 million in the prior year to an outflow of $25.2 million. This change was primarily due to decreased short-term investment activity following the use of funds for refinancing | (in millions) | Nine Month Periods Ended June 29, 2025 | Nine Month Periods Ended June 30, 2024 | | :--- | :--- | :--- | | Investing activities | $(25.2) | $885.0 | - The significant change was driven by decreased short-term investment activity, as funds were used for prior year refinancing[149](index=149&type=chunk) [Cash Flows from Financing Activities](index=35&type=section&id=Cash%20Flows%20from%20Financing%20Activities) Cash flows used for financing activities decreased by $1,318.9 million to $245.0 million, primarily due to reduced refinancing activity and lower share repurchases compared to the prior year. Dividend payments also decreased due to fewer outstanding shares | (in millions) | Nine Month Periods Ended June 29, 2025 | Nine Month Periods Ended June 30, 2024 | | :--- | :--- | :--- | | Financing activities | $(245.0) | $(1,563.9) | | Dividends paid to shareholders | $(36.9) | $(38.8) | | Treasury stock purchases | $(287.2) | $(482.7) | - The decrease in cash used was primarily due to lower refinancing activity and reduced share repurchases compared to the prior year[150](index=150&type=chunk) [Liquidity Outlook](index=35&type=section&id=Liquidity%20Outlook) The Company expects sufficient cash flows from operations and available credit to meet operating and capital expenditure requirements for at least the next 12 months. As of June 29, 2025, total liquidity was $510.5 million, comprising $122.0 million in cash and $388.5 million in borrowing availability. The Company was in compliance with all debt covenants - Total liquidity as of June 29, 2025, was **$510.5 million**, consisting of **$122.0 million** in cash and **$388.5 million** in borrowing availability under its credit facility[151](index=151&type=chunk) - The Company expects cash flows from operations to be sufficient for operating and capital expenditure requirements for at least the next **12 months**[151](index=151&type=chunk) - As of June 29, 2025, the Company was in compliance with all covenants under its Credit Agreement and indentures[152](index=152&type=chunk) [Critical Accounting Policies and Estimates](index=36&type=section&id=Critical%20Accounting%20Policies%20and%20Estimates) This section confirms no material changes to critical accounting estimates - There have been no material changes to the Company's critical accounting estimates as discussed in its 2024 Annual Report[159](index=159&type=chunk) [New Accounting Pronouncements](index=36&type=section&id=New%20Accounting%20Pronouncements) This section refers to disclosures regarding new accounting standards - Information about newly adopted and recent accounting pronouncements not yet adopted is provided in Note 1 – Basis of Presentation and Significant Accounting Policies[160](index=160&type=chunk) [Guarantor Statements](index=37&type=section&id=Guarantor%20Statements) This section provides summarized financial information for the Obligor (Spectrum Brands, Inc. as issuer, Spectrum Brands Holdings, Inc. as parent guarantor, and domestic subsidiaries as subsidiary guarantors). For the nine months ended June 29, 2025, the Obligor reported $1,275.3 million in net sales and a net loss of $127.9 million - The Notes are unconditionally guaranteed, jointly and severally, on a senior unsecured basis by Spectrum Brands Holdings, Inc. and SBI's domestic subsidiaries[161](index=161&type=chunk) | (in millions) | Nine Month Period Ended June 29, 2025 | Year Ended September 30, 2024 | | :--- | :--- | :--- | | Third party net sales | $1,237.5 | $1,829.4 | | Net sales | $1,275.3 | $1,852.2 | | Operating (loss) income | $(1.8) | $22.2 | | Net loss from continuing operations | $(125.7) | $(23.6) | | Net loss | $(127.9) | $(6.1) | | Current Assets | $922.2 | $1,228.0 | | Noncurrent Assets | $4,773.0 | $3,989.6 | | Current Liabilities | $719.6 | $901.6 | | Noncurrent Liabilities | $1,012.6 | $930.9 | [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=37&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) No material changes in the Company's market risk occurred during the nine-month period ended June 29, 2025. Further details on market risk factors are available in Note 7 (Debt) and Note 8 (Derivatives) of this report, and in the Company's 2024 Annual Report - No material change in the Company's market risk occurred during the nine-month period ended June 29, 2025[165](index=165&type=chunk) [Item 4. Controls and Procedures](index=37&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that the Company's disclosure controls and procedures were effective as of June 29, 2025. The Company implemented a new global ERP system in its GPC and H&G businesses in North America, which involved modifying existing controls and implementing new ones to enhance internal controls over financial reporting. No other material changes to internal control over financial reporting occurred during the three-month period - Management, including the CEO and CFO, concluded that disclosure controls and procedures were effective as of June 29, 2025[166](index=166&type=chunk) - A new global ERP system (SAP S/4 HANA) was implemented in the GPC and H&G businesses in North America, leading to modifications and new internal controls to enhance financial reporting[167](index=167&type=chunk) - No other material changes in internal control over financial reporting occurred during the three-month period ended June 29, 2025[168](index=168&type=chunk) PART II. OTHER INFORMATION This part includes legal proceedings, risk factors, equity sales, and other relevant disclosures [Item 1. Legal Proceedings](index=37&type=section&id=Item%201.%20Legal%20Proceedings) The Company is involved in various litigation matters arising in the ordinary course of business. Based on current information, management does not believe any pending matters will have a material adverse effect on its operations, financial condition, liquidity, or cash flows. Further details are in Note 14 – Commitments and Contingencies - The Company is a defendant in various litigation matters arising in the ordinary course of business[170](index=170&type=chunk) - Management does not believe any pending legal proceedings will have a material adverse effect on the Company's financial results[170](index=170&type=chunk) [Item 1A. Risk Factors](index=38&type=section&id=Item%201A.%20Risk%20Factors) The Company faces risks associated with international suppliers and supply chains, particularly concerning unfavorable regulatory, political, economic, tax, tariff, export, and import controls. Recent U.S. trade policy changes, including increased tariffs on Chinese imports, have required price increases or resulted in lower gross margins. Mitigation efforts, such as alternative sourcing, may not always be successful, and further geopolitical deterioration could materially impact the business - The Company faces risks from international suppliers and supply chains, including those related to tariffs and trade policies imposed by the U.S. and other governments[172](index=172&type=chunk) - Increased tariffs on Chinese imports have led to higher prices for customers or lower gross margins[172](index=172&type=chunk) - Attempts to mitigate supply chain disruptions and cost pressures through alternative sourcing or price increases may not always be successful[172](index=172&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=39&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) The Company did not issue or sell any unregistered equity securities during the three-month period ended June 29, 2025. It continued its common stock repurchase program, buying back 0.9 million shares for $54.4 million during the quarter, as part of a $500 million authorization - No unregistered sales of equity securities occurred during the three-month period ended June 29, 2025[173](index=173&type=chunk) | | Total Number of Shares Purchased | Average Price Paid Per Share | Total Number of Shares Purchased as Part of Plan | | :--- | :--- | :--- | :--- | | March 31, 2025 to April 27, 2025 | 280,661 | $61.03 | 280,661 | | April 28, 2025 to May 25, 2025 | 344,294 | $59.87 | 344,294 | | May 26, 2025 to June 29, 2025 | 282,081 | $58.76 | 282,081 | | Total (3-month) | 907,036 | $59.88 | 907,036 | - As of June 29, 2025, approximately **$115.6 million** remained available under the **$500 million** common stock repurchase program authorized in May 2024[174](index=174&type=chunk) [Item 5. Other Information](index=39&type=section&id=Item%205.%20Other%20Information) During the three-month period ended June 29, 2025, no officers or directors adopted, modified, or terminated any Rule 10b5-1(c) trading arrangements or non-Rule 10b5-1 trading arrangements - No officers or directors adopted, modified, or terminated Rule 10b5-1(c) trading arrangements during the three-month period ended June 29, 2025[175](index=175&type=chunk) [Item 6. Exhibits](index=39&type=section&id=Item%206.%20Exhibits) This section lists all exhibits filed with the Form 10-Q, including certifications from the CEO and CFO (Exhibits 31.1, 31.2, 32.1, 32.2) and XBRL-related documents (Exhibits 101.INS to 101.PRE, and 104) - The exhibit index includes certifications from the Chief Executive Officer and Chief Financial Officer as required by the Securities Exchange Act of 1934 and the Sarbanes-Oxley Act of 2002[180](index=180&type=chunk) - XBRL-related information is furnished, not filed, in accordance with Regulation S-T[180](index=180&type=chunk)

Financial Data and Key Metrics Changes - The company reported a net sales decline of 10.2% in Q3, with organic sales decreasing by 11.1% when excluding foreign currency benefits [20][34] - Adjusted EBITDA was $76.6 million, a decrease of $29.7 million year-over-year, primarily due to lower sales volumes and reduced gross margins [35][36] - Gross margins contracted by 110 basis points to 37.8%, driven by unfavorable mix, tariffs, and inflation [21][35] Business Line Data and Key Metrics Changes - Global Pet Care reported a net sales decrease of 9.6%, with organic sales down 11.4%, primarily due to targeted stop shipments during tariff-related pricing negotiations [38][39] - Home and Garden net sales decreased by 10.3%, negatively impacted by a cold and wet start to the season [46] - Home and Personal Care saw a reported net sales decline of 10.8%, with organic sales also down 11.4%, driven by softness in personal care and home appliance categories [52][53] Market Data and Key Metrics Changes - The overall North American Companion Animal category declined in the low single digits, while European consumer sentiment weakened, impacting sales [40][45] - In Latin America, organic net sales grew in the low double digits, predominantly in the chews category [41] - The Home and Garden category experienced lower total sales, but Spectracide gained market share in pest control products [47] Company Strategy and Development Direction - The company is focused on protecting its balance sheet and maintaining a nimble stance during volatile times, with a target of approximately $160 million in free cash flow for the fiscal year [26][60] - There is an ongoing effort to diversify the supplier base and develop non-Chinese sourcing alternatives to mitigate tariff impacts [16][17] - The company is actively pursuing M&A opportunities to accelerate growth in its pet and home and garden businesses, while maintaining a disciplined approach to capital allocation [29][83] Management's Comments on Operating Environment and Future Outlook - Management expressed confidence in overcoming near-term tariff-related volatility and emphasized the importance of making difficult decisions for long-term health [19][66] - There are signs of improving macroeconomic conditions, with expectations for consumer confidence to stabilize as geopolitical tensions subside [65][66] - The company anticipates a strong start to Q4, with improved sales performance and positive momentum in the Home and Garden division [23][66] Other Important Information - The company executed cost reduction activities, expecting to reduce costs by over $50 million in fiscal 2025 [15] - Share repurchases totaled approximately 900,000 shares during Q3, with a total of about 4 million shares repurchased since the HHI transaction [31] - The company is streamlining its global business and reducing fixed costs while diversifying its sourcing footprint [59] Q&A Session Summary Question: How much sales were left on the table by stopping shipments in Q2, and what impact lingers into Q4? - The estimated sales left on the table in Q3 is around $30 million, with a significantly lower impact expected in Q4 [72] Question: Why is guidance still difficult despite improved clarity on tariffs? - The company emphasized the complexity of the situation, noting that Q3 results were distorted due to significant operational changes and tariff impacts, making it challenging to provide accurate guidance [75][76] Question: Can you discuss your capital allocation strategy in a soft consumer environment? - The company believes the market is undervalued and plans to continue share repurchases while pursuing M&A opportunities to grow its pet and home and garden businesses [82][83]

Financial Performance - Q3 2025 - Net sales decreased by 10.2% from $779 million in Q3 2024 to $700 million in Q3 2025[25, 38] - Organic sales decreased by 11.1%[25, 38] - Adjusted EBITDA decreased by 27.9% from $106 million in Q3 2024 to $77 million in Q3 2025[25, 38] - GAAP Net Income increased by $1.4 million[25, 38] Segment Performance - Q3 2025 - Global Pet Care net sales decreased by 9.6% and adjusted EBITDA decreased by 22.4%[49] - Home & Garden net sales decreased by 10.3% and adjusted EBITDA decreased by 10.9%[53] - Home & Personal Care net sales decreased by 10.8% and adjusted EBITDA decreased by 40.7%[57] Financial Position - Debt outstanding is $0.7 billion[44] - Cash and cash equivalents are $0.1 billion[44] - Revolver usage is $112 million, with $388 million available[44] Share Repurchases - The company repurchased 17.1 million shares[31] - Total shares outstanding after repurchases are approximately 41.0 million[31] - Approximately 42% reduction in total shares outstanding[31] - $1.3 billion spent on share repurchases[31] - In June FY25, the company entered into a $50 million 10b5-1 share repurchase plan[32] Outlook - Reaffirming FY25 Free Cash Flow expectation of approximately $160 million[33, 61] - The company suspended the FY25 earnings framework due to a volatile trade environment and cautious consumers[70, 71]