Spectrum Brands Holdings Reports Record Results for Fiscal 2012, Meets or Exceeds Full-Year Financial Guidance

  Spectrum Brands Holdings Reports Record Results for Fiscal 2012, Meets or
  Exceeds Full-Year Financial Guidance

       Delivered Strong Growth in Net Income, EPS and Adjusted EBITDA;
                  Fiscal 2012 Net Sales Reach Record Levels

     Company Expects to Close on Accretive HHI Acquisition by End of 2012

Business Wire

MADISON, Wis. -- November 14, 2012

Spectrum Brands Holdings, Inc. (NYSE:SPB), a global and diversified consumer
products company with market-leading brands, today announced a record
performance for fiscal 2012 ended September 30, 2012, with results that met or
exceeded financial guidance and strong growth in net income, earnings per
share, net sales and adjusted EBITDA.

  *Net income of $48.6 million in fiscal 2012 compared to a net loss of $75.2
    million in fiscal 2011.
  *Diluted earnings per share of $0.91 in fiscal 2012 versus a diluted loss
    per share of $1.47 last year; adjusted earnings per share in fiscal 2012
    of $2.28 increased 24.6 percent compared to $1.83 a year ago, the third
    consecutive year of adjusted EPS growth.
  *Record net sales of $3.25 billion in fiscal 2012 increased 2.1 percent
    versus $3.19 billion a year ago; excluding negative foreign exchange
    impact, net sales grew 4.3 percent versus prior year.
  *Operating income increased 32.4 percent to $301.8 million in fiscal 2012
    versus $227.9 million a year ago.
  *Record adjusted EBITDA of $485.3 million in fiscal 2012 increased 6.2
    percent versus $457.1 million in the prior year; excluding unfavorable
    foreign exchange impact, adjusted EBITDA grew 9.7 percent versus a year
    ago.
  *Fiscal 2012 net cash provided from operating activities after purchases of
    property, plant and equipment (free cash flow) was approximately $208
    million, surpassing the Company’s goal of at least $200 million of free
    cash flow and its fiscal 2011 free cash flow of $191 million.
  *Strong liquidity position at fiscal 2012 year-end with a cash balance of
    approximately $158 million and zero cash drawn on ABL facility.
  *Fiscal 2012 year-end target leverage ratio (total debt to adjusted EBITDA)
    of approximately 3.4 times was achieved with cumulative Senior Secured
    Term Loan voluntary prepayments of $150 million in the fourth quarter.

Today’s earnings report followed the Company’s release of certain preliminary,
unaudited results for fiscal 2012 on October 22, 2012 in advance of its plans
to secure funding for its proposed $1.4 billion cash acquisition of the
Hardware & Home Improvement Group (HHI) of Stanley Black & Decker (NYSE:SWK),
which was announced on October 9, 2012.

“We delivered a record performance in fiscal 2012, and met or exceeded our
financial guidance for the year, despite extraordinary, negative foreign
currency impacts, challenging global economies, cautious consumer spending,
and ongoing commodity and Asian supply chain cost increases,” said Dave
Lumley, Chief Executive Officer of Spectrum Brands Holdings. “On a constant
currency basis, our fiscal 2012 results were especially strong. Our solid
growth in net income, earnings per share, operating income, adjusted EBITDA
and free cash flow demonstrates we are winning in the marketplace through
volume growth, retail distribution gains, new products, geographic expansion,
select pricing actions, continued spending controls, and investment paybacks
from our global cost improvement programs.

“Our performance underscores the strength of our largely non-discretionary,
non premium-priced replacement products and brands, and the value they provide
to our retail partners and consumers worldwide, especially in this continuing
difficult global economy with sluggish retail activity,” Mr. Lumley continued.

“Our Spectrum Value Model is working effectively and resonating more and more
with retailers and consumers,” Mr. Lumley said. “We believe consumers are
embracing our ‘same performance for less price’ value brand proposition and
are increasingly open to trial and brand conversion. As a result, we are
generally outperforming our competition and categories, as significant
distribution gains across all of our divisions are driving organic growth and
share increases.

“Spectrum Brands is truly on the move, and our record fiscal 2012 performance
gives us strong momentum as we focus on delivering another year of steady,
measured improvement in fiscal 2013,” he said.

“These are especially exciting times for our Company as we remain on track to
close our accretive acquisition of HHI by the end of 2012,” Mr. Lumley said.
“This transformational acquisition will enhance our Company’s top-line growth,
margins and free cash flow profile, while bringing us scale and product
diversity, stronger relationships with core retail partners, attractive
cross-selling opportunities, and a new platform for significant future global
growth. Spectrum Brands’ time is now.”

Fiscal 2012 Consolidated Financial Results

Spectrum Brands Holdings reported record consolidated net sales of $3.25
billion for fiscal 2012, a 2.1 percent increase compared to $3.19 billion for
fiscal 2011. The improvement was driven by higher revenues in the Home and
Garden and Global Pet Supplies segments, which included $53.5 million of net
sales from the acquisitions of the Black Flag®/TAT® brands and FURminator®
completed on November 1, 2011 and December 22, 2011, respectively. Excluding
the negative foreign exchange impact of $73.1 million, fiscal 2012 net sales
grew 4.3 percent versus fiscal 2011.

The Company reported gross profit for fiscal 2012 of $1.12 billion versus
$1.13 billion last year. Fiscal 2012 gross profit margin decreased to 34.3
percent from 35.4 percent in fiscal 2011. The decrease in gross profit and
gross profit margin was driven by $36 million of negative foreign currency
impacts, a $17 million increase in commodity prices and costs from sourced
goods, primarily from Asia, and a $12 million increase in costs due to changes
in product mix. Partially offsetting the gross profit decline were increased
organic sales which contributed $31 million of gross profit and fiscal 2012
acquisitions which contributed $23 million of gross profit.

Driven primarily by synergies from the Russell Hobbs acquisition, the
non-recurrence of asset impairment charges, lower acquisition and integration
charges, and savings from cost reduction initiatives, operating income for
fiscal 2012 of $301.8 million increased 32.4 percent compared to $227.9
million a year ago. Operating income as a percentage of net sales improved
more than 200 basis points to 9.3 percent versus the prior year’s 7.2 percent.

Spectrum Brands swung to net income of $48.6 million, or $0.91 per diluted
share, for fiscal 2012 on average shares and common stock equivalents
outstanding of 53.3 million, compared to a net loss of $75.2 million, or $1.47
diluted loss per share, for fiscal 2011 on average shares and common stock
equivalents outstanding of 51.1 million. Adjusted for certain items in both
years, which are presented in Table 3 of this press release and that
management believes are not indicative of the Company’s ongoing normalized
operations, Spectrum Brands reported adjusted diluted earnings per share of
$2.28, a non-GAAP measure, for fiscal 2012, an increase of 24.6 percent
compared to $1.83 last year. This represented the third consecutive year of
increased adjusted earnings per share.

For the third consecutive year, Spectrum Brands delivered record consolidated
adjusted EBITDA for fiscal 2012 of $485.3 million, a 6.2 percent increase
versus $457.1 million in fiscal 2011. EBITDA is a non-GAAP measurement of
profitability which the Company believes is a useful indicator of the
operating health of the business and its trends. Adjusted EBITDA as a
percentage of net sales for fiscal 2012 improved to a record 14.9 percent
compared to 14.3 percent last year. The improved adjusted EBITDA was
predominantly driven by increases in the Company’s Global Pet Supplies and
Home and Garden segments, which included adjusted EBITDA of $19.1 million from
the acquisitions of FURminator® and the Black Flag®/TAT®brands. Excluding the
results from acquisitions, adjusted EBITDA for fiscal 2012 grew 2.0 percent
versus prior year. Fiscal 2012 adjusted EBITDA was negatively impacted by
$16.4 million of foreign exchange. Excluding the negative foreign exchange
impact, fiscal 2012 adjusted EBITDA grew 9.7 percent.

Fiscal 2012 Fourth Quarter Consolidated Financial Results

Spectrum Brands Holdings reported consolidated net sales of $832.6 million for
the fourth quarter of fiscal 2012, a slight increase compared to $827.3
million for fiscal 2011. Higher revenues for the Global Pet Supplies and Home
and Garden segments, including net sales from the previously mentioned
FURminator® and Black Flag®/TAT® brands acquisitions, more than offset lower
net sales for the Global Batteries & Appliances segment, which was primarily
due to the planned exit from certain low margin North American small
appliances promotional business. Excluding the negative foreign exchange
impact of $29.3 million, fiscal 2012 fourth quarter net sales grew 4.2
percent.

Gross profit and gross profit margin for the fourth quarter of fiscal 2012 of
$280.0 million and 33.6 percent, respectively, were essentially unchanged
compared to $280.5 million and 33.9 percent last year. Driven primarily by the
non-recurrence of asset impairment charges, operating income of $67.6 million
for the fourth quarter of fiscal 2012 more than doubled versus $32.8 million
in the prior year. Operating income as a percentage of net sales of 8.1
percent in the fourth quarter of fiscal 2012 also more than doubled compared
to 4.0 percent in fiscal 2011.

Spectrum Brands swung to net income of $5.5 million, or $0.10 per diluted
share, for the fourth quarter of fiscal 2012 on average shares and common
stock equivalents outstanding of 53.1 million, compared to a net loss of $33.8
million, or $0.65 diluted loss per share, a year ago on average shares and
common stock equivalents outstanding of 51.9 million, which included a
pre-tax, non-cash intangibles impairment charge of $32.5 million. Adjusted for
certain items in both years’ fourth quarters, which are presented in Table 3
of this press release, the Company reported adjusted diluted earnings per
share of $0.50, a non-GAAP measure, for the fourth quarter of fiscal 2012, an
increase of 6.4 percent compared to $0.47 last year.

Fiscal 2012 Fourth Quarter Segment Level Data

Global Batteries & Appliances

The Global Batteries & Appliances segment reported fiscal 2012 fourth quarter
net sales of $580.0 million, a decline of 2.2 percent versus $592.9 million a
year ago. The net sales increase in the segment’s global batteries category
was more than offset by decreased revenues in the personal care products and
small electrical appliance products categories. Fiscal 2012 fourth quarter
segment sales were negatively impacted by $25.3 million of foreign exchange.
Excluding the foreign exchange impact, net sales for the segment grew 2.1
percent quarter-over-quarter.

Global battery sales for the fourth quarter were $264.4 million, a 1.5 percent
increase compared to $260.5 million a year ago. Excluding the negative foreign
exchange impact of $15.7 million, global battery sales increased 7.5 percent
in the fourth quarter. In North America, Rayovac market share expansion
continued as a result of distribution gains at several new and existing retail
accounts. The European battery business, on a constant currency basis,
achieved customer gains in all core products and continued its distribution
gains in all regions, reinforcing the effectiveness of its market segmentation
strategy. The Latin America battery business delivered an improved fourth
quarter performance, driven primarily by increased volumes and pricing in
Brazil.

Net sales for the global personal care product category of $119.7 million in
the fourth quarter of fiscal 2012 declined 1.5 percent versus $121.5 million
last year. Increased revenues in Latin America were more than offset by lower
net sales in Europe. North America revenues were essentially unchanged.
Excluding an unfavorable foreign exchange impact of $5.4 million, global
personal care product category net sales increased 2.9 percent for the fourth
quarter.

The small electrical appliances product category reported net sales in the
fourth quarter of fiscal 2012 of $195.9 million, a decrease of 7.1 percent
compared to $211.0 million last year. Higher net sales in Europe and Latin
America, driven by market share gains, geographic expansion, new customers and
pricing, were more than offset by lower revenues in North America, which were
due largely to the planned and continued elimination of low margin promotions.
Excluding a negative foreign exchange impact of $4.2 million, net sales for
the small electrical appliances product category declined 5.1 percent in the
fourth quarter of 2012.

With segment net income, as adjusted, of $55.2 million, the Global Batteries &
Appliances segment reported adjusted EBITDA of $77.1 million for the fourth
quarter of fiscal 2012 compared to adjusted EBITDA of $76.5 million in the
year-earlier quarter, when segment net income was $24.8 million, which
included a pre-tax, non-cash intangible asset impairment charge of $23.2
million. Excluding an unfavorable foreign exchange impact of $7.2 million,
segment adjusted EBITDA increased 10.2 percent in this year’s fourth quarter.

Global Pet Supplies

The Global Pet Supplies segment reported net sales of $166.5 million for the
fourth quarter of fiscal 2012, an increase of 8.3 percent versus $153.8
million last year. The net sales improvement was attributable to higher
companion animal net sales, driven primarily by revenues of $11.6 million from
the FURminator® acquisition. Excluding an unfavorable foreign exchange impact
of $4.0 million, net sales grew 10.9 percent versus the prior year’s quarter.

Net income, as adjusted, for the segment was $23.1 million for the fourth
quarter of fiscal 2012 versus $6.3 million last year, which included a
pre-tax, non-cash intangible asset impairment charge of $8.6 million. Fourth
quarter adjusted EBITDA of $35.7 million, including adjusted EBITDA of $4.2
million from the FURminator® acquisition, increased 26.0 percent compared with
$28.3 million a year ago. Foreign exchange did not have a material impact on
the segment’s fourth quarter adjusted EBITDA.

Home and Garden Business

The Home and Garden segment recorded net sales of $86.1 million for the fourth
quarter of fiscal 2012, an increase of 6.8 percent compared with $80.6 million
last year. The higher revenues were attributable to an increase in household
insect control sales, including $7.5 million of revenues from the Black Flag®/
TAT® brands acquisition.

The segment recorded fiscal 2012 fourth quarter net income, as adjusted, of
$11.9 million compared to $12.9 million in the year-ago quarter. Fourth
quarter adjusted EBITDA of $17.3 million, which included $1.9 million of
adjusted EBITDA from the Black Flag®/TAT® brands acquisition, was unchanged
from last year.

Liquidity and Debt Reduction

The Company completed fiscal 2012 on September 30, 2012 with a solid liquidity
position, including a cash balance of approximately $158 million and zero cash
drawn on its ABL Facility.

At the end of fiscal 2012, the Company had approximately $1,665 million at par
outstanding under its senior credit facilities, net of unamortized debt
premium of approximately $4 million, consisting of a senior secured Term Loan
of $370 million, $950 million of 9.5% senior secured notes, and $300 million
of 6.75% senior unsecured notes. In addition, the Company had approximately
$25 million of letters of credit outstanding.

As a result of solid earnings and strong working capital management, the
Company generated record annual free cash flow in fiscal 2012 of $208 million,
surpassing its goal of at least $200 million and its fiscal 2011 free cash
flow of $191 million.

During the fourth quarter of fiscal 2012, the Company made a total of $150
million of voluntary prepayments along with scheduled amortization of
approximately $1 million to reduce its original $750 million Term Loan to
approximately $370 million, and reach a year-end leverage ratio (total debt to
adjusted EBITDA) of approximately 3.4 times, consistent with its stated
target.

Fiscal 2013 Outlook

Spectrum Brands expects fiscal 2013 net sales to increase at or above the rate
of GDP, with adjusted EBITDA expected to grow at a higher percentage rate than
net sales. The Company anticipates free cash flow of at least $200 million in
fiscal 2013.

The Company remains on track to complete its acquisition of the Hardware &
Home Improvement Group of Stanley Black & Decker by the end of 2012.
Accordingly, Spectrum Brands expects to update its outlook when it reports
fiscal 2013 first quarter results in early February 2013.

Conference Call/Webcast Scheduled for 4:30 PM Eastern Time Today

Spectrum Brands will host an earnings conference call and webcast at 4:30 p.m.
Eastern Time today, November 14. To access the live conference call, U.S.
participants may call 877-556-5260 and international participants may call
973-532-4903. The conference ID number is 64209404. A telephone replay of the
conference call will be available through Wednesday, November 28. To access
this replay, participants may call 855-859-2056 and use the same conference ID
number.

The live audio webcast and replay is available by visiting the Investor
Relations home page on the Company’s website at www.spectrumbrands.com.

About Spectrum Brands Holdings, Inc. and Spectrum Brands, Inc.

Spectrum Brands Holdings, Inc., a member of the Russell 2000 Index,is a
global and diversified consumer products company and a leading supplier of
batteries, shaving and grooming products, personal care products, small
household appliances, specialty pet supplies, lawn & garden and home pest
control products, personal insect repellents and portable lighting. Helping to
meet the needs of consumers worldwide, the Company offers a broad portfolio of
market-leading, well-known and widely trusted brands including Rayovac®,
Remington®, Varta®, George Foreman®, Black & Decker®, Toastmaster®,
Farberware®, Tetra®, Marineland®, Nature’s Miracle®, Dingo®, 8-in-1®,
FURminator®, Littermaid®, Spectracide®, Cutter®, Repel®, Hot Shot® and Black
Flag®.Spectrum Brands Holdings' products are sold by the world's top 25
retailers and are available in more than one million stores in approximately
140 countries. Spectrum Brands Holdings generated net sales of approximately
$3.25 billion in fiscal 2012.For more information, visit
www.spectrumbrands.com.

Non-GAAP Measurements

Management believes that certain non-GAAP financial measures may be useful in
certain instances to provide additional meaningful comparisons between current
results and results in prior operating periods. Excluding the impact of
currency exchange rate fluctuations may provide additional meaningful
information about underlying business trends. In addition, within this
release, including the tables attached hereto, reference is made to adjusted
diluted earnings per share and adjusted earnings before interest, taxes,
depreciation and amortization (EBITDA). See attached Table 3, “Reconciliation
of GAAP to Adjusted Diluted Earnings Per Share,” for a complete reconciliation
of diluted earnings (loss) per share on a GAAP basis to adjusted diluted
earnings (loss) per share, and see attached Table 4, “Reconciliation of GAAP
Net Income (Loss) to Adjusted EBITDA,” for a reconciliation of GAAP Net Income
(Loss) to adjusted EBITDA for the three months and twelve months ended
September 30, 2012 versus the three months and twelve months ended September
30, 2011. See attached Table 5, “Reconciliation of Cash Flow from Operating
Activities to Free Cash Flow,” for a reconciliation of Net Cash provided from
Operating Activities to Free Cash Flow for the twelve months ended September
30, 2012. Adjusted EBITDA is a metric used by management and frequently used
by the financial community which provides insight into an organization’s
operating trends and facilitates 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 also can be a useful measure of a company’s ability to service
debt and is one of the measures used for determining the Company’s debt
covenant compliance. Adjusted EBITDA excludes certain items that are unusual
in nature or not comparable from period to period. In addition, the Company’s
management uses adjusted diluted earnings per share as one means of analyzing
the Company’s current and future financial performance and identifying trends
in its financial condition and results of operations. Management believes that
adjusted diluted earnings per share is a useful measure for providing further
insight into our operating performance because it eliminates the effects of
certain items that are not comparable from one period to the next. The
Company’s management believes that free cash flow is useful to both management
and investors in their analysis of the Company’s ability to service and repay
its debt and meet its working capital requirements. Free cash flow should not
be considered in isolation or as a substitute for pretax income (loss), net
income (loss), cash provided by (used in) operating activities or other
statement of operations or cash flow statement data prepared in accordance
with GAAP or as a measure of profitability or liquidity. In addition, the
calculation of free cash flow does not reflect cash used to service debt and
therefore, does not reflect funds available for investment or discretionary
uses. The Company provides this information to investors to assist in
comparisons of past, present and future operating results and to assist in
highlighting the results of on-going operations. While the Company’s
management believes that non-GAAP measurements are useful supplemental
information, such adjusted results are not intended to replace the Company’s
GAAP financial results and should be read in conjunction with those GAAP
results.

Forward-Looking Statements

Certain matters discussed in this news release and other oral and written
statements by representatives of the Company regarding matters such as the
Company’s ability to meet its expectations for its fiscal 2013 (including its
ability to increase its net sales and adjusted EBITDA) may be forward-looking
statements within the meaning of the Private Securities Litigation Reform Act
of 1995. We have tried, whenever possible, to identify these statements by
using words like “future,” “anticipate”, “intend,” “plan,” “estimate,”
“believe,” “expect,” “project,” “forecast,” “could,” “would,” “should,”
“will,” “may,” and similar expressions of future intent or the negative of
such terms. These statements are subject to a number of risks and
uncertainties that could cause results to differ materially from those
anticipated as of the date of this release. Actual results may differ
materially as a result of (1) Spectrum Brands Holdings’ ability to manage and
otherwise comply with its covenants with respect to its significant
outstanding indebtedness, (2) our ability to finance, complete the acquisition
of, integrate, and to realize synergies from, the combined businesses of
Spectrum Brands and the Hardware & Home Improvement Group of Stanley Black &
Decker, and from our purchase of 56 percent of the equity of Shaser, Inc., and
from other bolt-on acquisitions, (3) risks related to changes and developments
in external competitive market factors, such as introduction of new product
features or technological developments, development of new competitors or
competitive brands or competitive promotional activity or spending, (4)
changes in consumer demand for the various types of products Spectrum Brands
Holdings offers, (5) unfavorable developments in the global credit markets,
(6) the impact of overall economic conditions on consumer spending, (7)
fluctuations in commodities prices, the costs or availability of raw materials
or terms and conditions available from suppliers, (8) changes in the general
economic conditions in countries and regions where Spectrum Brands Holdings
does business, such as stock market prices, interest rates, currency exchange
rates, inflation and consumer spending, (9) Spectrum Brands Holdings’ ability
to successfully implement manufacturing, distribution and other cost
efficiencies and to continue to benefit from its cost-cutting initiatives,
(10) Spectrum Brands Holdings’ ability to identify, develop and retain key
employees, (11) unfavorable weather conditions and various other risks and
uncertainties, including those discussed herein and those set forth in the
securities filings of each of Spectrum Brands Holdings, Inc. and Spectrum
Brands, Inc., including each of their most recently filed Annual Reports on
Form 10-K or Quarterly Reports on Form 10-Q.

Spectrum Brands Holdings also cautions the reader that its estimates of
trends, market share, retail consumption of its products and reasons for
changes in such consumption are based solely on limited data available to
Spectrum Brands Holdings and management’s reasonable assumptions about market
conditions, and consequently may be inaccurate, or may not reflect significant
segments of the retail market. Spectrum Brands Holdings also cautions the
reader that undue reliance should not be placed on any forward-looking
statements, which speak only as of the date of this release. Spectrum Brands
Holdings undertakes no duty or responsibility to update any of these
forward-looking statements to reflect events or circumstances after the date
of this report or to reflect actual outcomes.

Table 1
SPECTRUM BRANDS HOLDINGS, INC.
Condensed Consolidated Statements of Operations
For the three and twelve months ended September 30, 2012 and September 30, 2011
(Unaudited)
(In millions, except per share amounts)
                                                                       
                 Three Months Ended September 30,   Twelve Months Ended September 30,
                 F2012       F2011       INC(DEC)   F2012       F2011         INC(DEC)
                                         %                                    %
Net sales        $ 832.6     $ 827.3     0.6   %    $ 3,252.4   $ 3,186.9     2.1   %
Cost of goods      551.1       543.9                  2,126.9     2,050.2
sold
Restructuring
and related       1.5       2.9                  9.8        7.8     
charges
Gross profit       280.0       280.5     -0.2  %      1,115.7     1,128.9     -1.2  %
                                                                              
Selling            129.7       132.8                  521.2       536.5
General and        60.7        62.0                   218.8       241.7
administrative
Research and       9.3         7.3                    33.1        32.9
development
Acquisition
and
integration        10.4        5.1                    31.1        36.6
related
charges
Restructuring
and related        2.3         8.0                    9.7         20.8
charges
Intangibles       -         32.5                 -          32.5    
impairment
                                                                              
Total
operating          212.4       247.7                  813.9       901.0
expenses
                                                                              
Operating          67.6        32.8                   301.8       227.9
income
                                                                              
Interest           41.8        42.4                   191.9       208.3
expense
Other (income)    (1.3  )    1.1                  0.9        2.5     
expense, net
                                                                              
Income (loss)
from
continuing         27.1        (10.7 )                109.0       17.1
operations
before income
tax expense
                                                                              
Income tax        21.6      23.1                 60.4       92.3    
expense
                                                                              
Net income       $ 5.5      $ (33.8 )              $ 48.6      $ (75.2   )
(loss)
                                                                              
Average shares
outstanding        51.4        51.9                   51.6        51.1
(a)
                                                                              
Basic income
(loss) per       $ 0.11      $ (0.65 )              $ 0.94      $ (1.47   )
share
                                                                              
Average shares
and common
stock              53.1        51.9                   53.3        51.1
equivalents
outstanding
(a) (b)
                                                                              
Diluted income
(loss) per       $ 0.10      $ (0.65 )              $ 0.91      $ (1.47   )
share

(a) Per share figures calculated prior to rounding.

(b) For the three and twelve months ended September 30, 2011, we have not
assumed the exercise of common stock equivalents as the impact would be
antidilutive.

Table 2
SPECTRUM BRANDS HOLDINGS, INC.
Supplemental Financial Data
For the three and twelve months ended September 30, 2012 and September 30,
2011
(Unaudited)
($ in millions)
                                                              
Supplemental      F2012             F2011
Financial Data
Cash and cash     $  158.0          $  142.4
equivalents
                                                                    
Trade
receivables,      $  335.3          $  356.6
net
Days Sales           33                33
Outstanding (a)
                                                                    
Inventories       $  452.6          $  434.6
Inventory            4.1               3.8
Turnover (b)
                                                                    
Total Debt        $  1,669.3        $  1,551.6
                                                                    
                  Three Months Ended September 30,   Twelve Months Ended
                                                     September 30,
Supplemental      F2012             F2011            F2012          F2011
Cash Flow Data
Depreciation
and
amortization,
excluding
amortization of
debt
issuance costs    $  42.7           $  34.5          $  133.8       $  135.1
                                                                    
Capital           $  13.7           $  8.7           $  46.8        $  36.2
expenditures
                                                                    
                  Three Months Ended September 30,   Twelve Months Ended
                                                     September 30,
Supplemental
Segment Sales &   F2012             F2011            F2012          F2011
Profitability
                                                                    
Net Sales
Global
Batteries &       $  580.0          $  592.9         $  2,249.9     $  2,254.1
Appliances
Global Pet           166.5             153.8            615.5          578.9
Supplies
Home and Garden     86.1            80.6           387.0         353.9
Total net sales   $  832.6         $  827.3        $  3,252.4     $  3,186.9
                                                                    
Segment Profit
Global
Batteries &       $  58.7           $  58.4          $  244.4       $  238.9
Appliances
Global Pet           28.1              21.7             85.9           75.6
Supplies
Home and Garden     13.1            14.2           73.6          65.2
Total segment        99.9              94.3             403.9          379.7
profit
                                                                    
Corporate            18.1              13.0             51.5           54.1
Restructuring
and related          3.8               10.9             19.5           28.6
charges
Acquisition and
integration          10.4              5.1              31.1           36.6
related charges
Intangibles          -                 32.5             -              32.5
impairment
Interest             41.8              42.4             191.9          208.3
expense
Other (income)      (1.3     )       1.1            0.9           2.5
expense, net
                                                                    
Income (loss)
from continuing
operations        $  27.1          $  (10.7    )    $  109.0       $  17.1
before income
tax expense

(a) Reflects actual days sales outstanding at end of period.

(b) Reflects cost of sales (excluding restructuring and related charges)
during the last twelve months divided by average inventory as of the end of
the period.

Table 3
SPECTRUM BRANDS HOLDINGS, INC.
Reconciliation of GAAP Diluted Income (Loss) Per Share to Adjusted Diluted
Income Per Share
For the three and twelve months ended September 30, 2012 and September 30,
2011
(Unaudited)
                                                            
                                                                           
                         THREE MONTHS                TWELVE MONTHS
                         F2012      F2011          F2012      F2011
Diluted income (loss)    $ 0.10       $ (0.65)       $ 0.91       $ (1.47)
per share, as reported
                                                                           
Adjustments, net of
tax:
   Acquisition and
   integration related   0.13   (a)   0.06     (b)   0.38   (a)   0.47     (b)
   charges
   Restructuring and     0.04   (c)   0.14     (d)   0.24   (c)   0.36     (e)
   related charges
   Intangible asset      -            0.41     (f)   -            0.41     (f)
   impairment
   Debt refinancing      -            -              0.33   (g)   0.37     (h)
   costs
   Income taxes          0.23   (i)   0.51     (j)   0.42   (i)   1.69     (j)
                         0.40         1.12           1.37         3.30
                                                                           
Diluted income per       $ 0.50      $ 0.47         $ 2.28      $ 1.83
share, as adjusted

(a) For the three and twelve months ended September 30, 2012, reflects $6.8
million, net of tax, and $20.2 million, net of tax, respectively, of
acquisition and integration related charges. During the three months ended
September 30, 2012, reflects the following: (i) $2.5 million related to the
Merger with Russell Hobbs; (ii) $1.2 million related to the acquisition of
FURminator; (iii) $1.0 related to the acquisition of Black Flag; and (iv) $2.1
million related to other acquisition activity. During the twelve months ended
September 30, 2012, reflects the following: (i) $10.1 million related to the
Merger with Russell Hobbs; (ii) $5.3 million related to the acquisition of
FURminator; (iii) $2.2 related to the acquisition of Black Flag; and (iv) $2.6
million related to other acquisition activity.

(b) For the three and twelve months ended September 30, 2011, reflects $3.3
million, net of tax, and $23.8 million, net of tax, respectively, of
acquisition and integration related charges primarily in connection with the
Merger with Russell Hobbs. These charges were primarily costs incurred to
integrate the businesses.

(c) For the three and twelve months ended September 30, 2012, reflects $2.4
million, net of tax, and $12.7 million, net of tax, respectively, of
restructuring and related charges primarily related to the Global Cost
Reduction Initiatives announced in Fiscal 2009.

(d) For the three months ended September 30, 2011, reflects $7.1 million, net
of tax, of restructuring and related charges related to the Global Cost
Reduction Initiatives announced in Fiscal 2009.

(e) For the twelve months ended September 30, 2011, reflects $18.6 million,
net of tax, of restructuring and related charges as follows: (i) $16.6 million
for the Global Cost Reduction Initiatives announced in Fiscal 2009 and (ii)
$2.0 million for the Global Realignment Initiatives announced in Fiscal 2007.

(f) For the three and twelve months ended September 30, 2011, reflects an
impairment charge of $21.1 million, net of tax, related to trade names as
follows: (i) $15.1 million related to Global Batteries & Appliances; (ii) $5.6
million related to Global Pet Supplies; and (iii) $0.4 million related to the
Home and Garden Business. The impairment evaluation was done in accordance
with ASC 350, "Intangibles-Goodwill and Other."

(g) For the twelve months ended September 30, 2012, reflects $17.9 million,
net of tax, related to the write off of unamortized debt issuance costs in
connection with the replacement of the Company's 12% Notes during the fiscal
quarter ended April 1, 2012.

(h) For the twelve months ended September 30, 2011, reflects $19.1 million,
net of tax, related to the write off of unamortized debt financing costs and
original issue discount in connection with the refinancing of the Company's
Term Loan during Company's fiscal quarter ended April 3, 2011.

(i) For the three and twelve months ended September 30, 2012, reflects
adjustments to income tax expense of $12.1 million and $22.3 million,
respectively, to exclude the impact of the valuation allowance against
deferred taxes and other tax related items in order to reflect a normalized
effective tax rate.

(j) For the three and twelve months ended September 30, 2011, reflects
adjustments to income tax expense of $26.9 million and $86.3 million,
respectively, to exclude the impact of the valuation allowance against
deferred taxes and other tax related items in order to reflect a normalized
effective tax rate.

Table 4
SPECTRUM BRANDS HOLDINGS, INC.
Reconciliation of GAAP Net Income (Loss) to Adjusted EBITDA
for the three months ended September 30, 2012
(Unaudited)
($ millions)
                                                                      

                Global                                                       Consolidated
                Batteries    Global     Home &                 Unallocated   Spectrum
                &            Pet        Garden     Corporate   Items (a)     Brands
                Appliances   Supplies                                        Holdings,
                                                                             Inc.
                                                                             
Net income
(loss), as      $   55.2     $  23.1    $ 11.9     $ (21.2 )   $  (63.4  )   $    5.5
adjusted (a)
                                                                             
Income tax          -           -         -          -            21.6            21.6
benefit
Interest            -           -         -          -            41.8            41.8
expense
Acquisition
and
integration         3.7         1.8       1.5        3.4          -               10.4
related
charges
Restructuring
and related        0.6        3.2      (0.3 )    0.1        -             3.8
charges
                                                                             
Adjusted EBIT   $   59.5     $  28.1    $ 13.1     $ (17.7 )   $  -          $    83.1
Depreciation
and                17.6       7.5     4.2      13.4       -             42.7
amortization
(b)
                                                                             
Adjusted        $   77.1     $  35.7    $ 17.3    $ (4.3  )   $  -         $    125.8
EBITDA

Note: Amounts calculated prior to rounding

(a) It is the Company's policy to record Income tax expense and interest
expense on a consolidated basis. Accordingly, such amounts are not reflected
in the results of the operating segments and presented within Unallocated
Items.

(b) Included within depreciation and amortization is amortization of unearned
restricted stock compensation.

                                                                    
Table 4
SPECTRUM BRANDS HOLDINGS, INC.
Reconciliation of GAAP Net Income (Loss) to Adjusted EBITDA
for the twelve months ended September 30, 2012
(Unaudited)
($ millions)
                                                                           
                                                                           
                Global                                                     Consolidated
                Batteries    Global     Home &               Unallocated   Spectrum
                &            Pet        Garden   Corporate   Items (a)     Brands
                Appliances   Supplies                                      Holdings,
                                                                           Inc.
                                                                           
Net income
(loss), as      $   221.6    $  69.8    $ 70.6   $ (61.1 )   $  (252.3 )   $    48.6
adjusted (a)
                                                                           
Income tax          -           -         -        -            60.4            60.4
expense
Interest            -           -         -        -            191.9           191.9
expense
Acquisition
and
integration         14.9        5.4       2.1      8.6          -               31.1
related
charges
Restructuring
and related        7.6        10.1     0.9     1.0        -             19.6
charges
                                                                           
Adjusted EBIT   $   244.1    $  85.3    $ 73.6   $ (51.5 )   $  -          $    351.5
Depreciation
and                63.6       27.7     13.3    29.2       -             133.8
amortization
(b)
                                                                           
Adjusted        $   307.7    $  113.1   $ 86.9   $ (22.4 )   $  -         $    485.3
EBITDA

Note: Amounts calculated prior to rounding

(a) It is the Company's policy to record Income tax expense and interest
expense on a consolidated basis. Accordingly, such amounts are not reflected
in the results of the operating segments and presented within Unallocated
Items.

(b) Included within depreciation and amortization is amortization of unearned
restricted stock compensation.

Table 4
SPECTRUM BRANDS HOLDINGS, INC.
Reconciliation of GAAP Net Income (Loss) to Adjusted EBITDA
for the three months ended September 30, 2011
(Unaudited)
($ millions)
                                                                    
                                                                           
                Global                                                     Consolidated
                Batteries    Global     Home &               Unallocated   Spectrum
                &            Pet        Garden   Corporate   Items (a)     Brands
                Appliances   Supplies                                      Holdings,
                                                                           Inc.
                                                                           
Net income
(loss), as      $   24.8     $  6.3     $ 12.9   $ (12.2 )   $  (65.5  )   $  (33.8  )
adjusted (a)
                                                                           
Income tax          -           -         -        -            23.1          23.1
expense
Interest            -           -         -        -            42.4          42.4
expense
Restructuring
and related         4.6         6.8       0.6      (1.3  )      -             10.9
charges
Acquisition
and
integration         6.7         -         -        (1.6  )      -             5.1
related
charges
Intangible
asset              23.2       8.6      0.7     -          -           32.5   
impairment
                                                                           
Adjusted EBIT   $   59.3     $  21.7    $ 14.2   $ (15.1 )   $  -          $  80.0
Depreciation
and                17.2       6.7     3.1     7.6        -           34.5   
amortization
(b)
                                                                           
EBITDA          $   76.5     $  28.3    $ 17.3   $ (7.5  )   $  -         $  114.5  

Note: Amounts calculated prior to rounding

(a) It is the Company's policy to record Income tax expense and interest
expense on a consolidated basis. Accordingly, such amounts are not reflected
in the results of the operating segments and presented within Unallocated
Items.

(b) Included within depreciation and amortization is amortization of unearned
restricted stock compensation.

                                                                    
Table 4
SPECTRUM BRANDS HOLDINGS, INC.
Reconciliation of GAAP Net Income (Loss) to Adjusted EBITDA
for the twelve months ended September 30, 2011
(Unaudited)
($ millions)
                                                                           
                                                                           
                Global                                                     Consolidated
                Batteries    Global     Home &               Unallocated   Spectrum
                &            Pet        Garden   Corporate   Items (a)     Brands
                Appliances   Supplies                                      Holdings,
                                                                           Inc.
                                                                           
Net income
(loss), as      $  179.6     $  49.1    $ 61.8   $ (65.2 )   $  (300.6 )   $  (75.2  )
adjusted (a)
                                                                              -
Income tax         -            -         -        -            92.3          92.3
expense
Interest           -            -         -        -            184.0         184.0
expense
Write-off
unamortized
discounts and      -            -         -        -            24.3          24.3
financing
fees (b)
Restructuring
and related        6.1          16.7      2.7      3.1          -             28.6
charges
Acquisition
and
integration        30.9         0.4       -        5.3          -             36.6
related
charges
Intangible
asset              23.2         8.6       0.7      -            -             32.5
impairment
Add back
accelerated       (1.0  )     -        -       -          -           (1.0   )
depreciation
(c)
                                                                           
Adjusted EBIT   $  238.8     $  74.8    $ 65.2   $ (56.8 )   $  -          $  322.0
Depreciation
and               68.1       24.3     12.4    30.4       -           135.1  
amortization
(d)
                                                                           
EBITDA          $  306.9    $  99.1    $ 77.6   $ (26.4 )   $  -         $  457.1  

Note: Amounts calculated prior to rounding

(a) It is the Company's policy to record Income tax expense and interest
expense on a consolidated basis. Accordingly, such amounts are not reflected
in the results of the operating segments and presented within Unallocated
Items.

(b) Adjustment reflects the write off of unamortized deferred financing fees
and discounts associated with the refinancing of the Company's Term Loan
facility.

(c) Adjustment reflects accelerated depreciation associated with certain
restructuring initiatives. Inasmuch as this amount is included within
Restructuring and related charges, this adjustment negates the impact of
reflecting the add back of depreciation.

(d) Included within depreciation and amortization is amortization of unearned
restricted stock compensation.

Table 5
SPECTRUM BRANDS HOLDINGS, INC.
Reconciliation of Cash Flow from Operating Activities to Free Cash Flow
for the twelve months ended September 30, 2012
(Unaudited)
($ millions)
                                                    
Net Cash provided from Operating Activities               $   255
                                                          
Purchases of property, plant and equipment                 (47   )
                                                          
Free Cash Flow                                          $   208   

Table 6
SPECTRUM BRANDS HOLDINGS, INC.
Reconciliation of Forecasted Cash Flow from Operating Activities to Forecasted
Free Cash Flow
for the twelve months ending September 30, 2013
(Unaudited)
($ millions)
                                           
Forecasted:
                                                        
Net Cash provided from Operating                        $250 - $260
Activities
                                                        
Purchases of property, plant and equipment              (50) - (60)
                                                        
Free Cash Flow                                          $200

Contact:

Investor/Media Contact:
Spectrum Brands Holdings, Inc.
Dave Prichard, 608-278-6141