Spectrum Brands Holdings Reports Record Fiscal 2013 First Quarter Results, Reiterates Outlook for Fourth Consecutive Year of

  Spectrum Brands Holdings Reports Record Fiscal 2013 First Quarter Results,
  Reiterates Outlook for Fourth Consecutive Year of Record Performance from
  Legacy Business

 Accretive HHI Acquisition in December 2012 to Add Significantly More Growth
                 and Profitability in Fiscal 2013 and Beyond

Business Wire

MADISON, Wis. -- February 6, 2013

Spectrum Brands Holdings, Inc. (NYSE: SPB), a global and diversified consumer
products company with market-leading brands, today reported record fiscal 2013
first quarter results for the period ended December 30, 2012, and reconfirmed
its outlook for a fourth consecutive year of record performance from the
legacy business.

Spectrum Brands also reiterated that its transformational, accretive
acquisition of the Hardware & Home Improvement Group (HHI) from Stanley Black
& Decker (NYSE: SWK) in late December 2012 would provide significant,
additional net sales, earnings per share, adjusted EBITDA and free cash flow
to the Company’s fiscal 2013 full-year results and beyond.

First Quarter Fiscal 2013 Results Highlights:

  *Record net sales of $870.3 million, including the HHI and FURminator®
    acquisitions, increased 2.5 percent in first quarter of fiscal 2013, which
    consisted of two fewer shopping days, versus $848.8 million a year ago;
    excluding negative foreign exchange impact, net sales grew 3.2 percent.
  *Net loss of $13.4 million and diluted net loss per share of $0.26 driven
    by one-time acquisition and integration costs of $20.8 million and
    interest expense of $28.8 million, primarily from the impact of the HHI
    acquisition.
  *Adjusted diluted earnings per share, a non-GAAP measure, of $0.72 in first
    quarter increased 4.3 percent compared to $0.69 in the first quarter of
    fiscal 2012.
  *Adjusted EBITDA, a non-GAAP measure, of $130.7 million, including the HHI
    and FURminator® acquisitions, represented a fourth consecutive record
    first quarter, and an increase of 4.5 percent compared to the prior year
    period.
  *Company reiterates expectations for fourth consecutive year of record
    financial results in fiscal 2013 for legacy business, with improvements
    weighted to second half of the year.
  *Accretive, transformational acquisition of HHI from Stanley Black & Decker
    completed, and with attractive financing, in December 2012.
  *HHI becomes fourth operating segment and brings significant, accelerated
    financial growth in fiscal 2013 and beyond as a major manufacturer and
    supplier of residential locksets, residential builders’ hardware and
    faucets with largely number-one market positions in North America.
  *Certain assets of Tong Lung Metal Industry Co. Ltd. (Tong Lung), a
    Taiwanese manufacturer of residential and commercial locksets with
    facilities in Taiwan and the Philippines, on schedule to be acquired by
    March 31, 2013 in connection with the HHI purchase.
  *Fiscal 2013 estimate of net cash provided from operating activities after
    purchases of property, plant and equipment (free cash flow) increased to
    approximately $240 million, net of HHI acquisition costs, from prior
    guidance of at least $200 million as a result of HHI acquisition.
  *Company expects to use its strong free cash flow, enhanced by the HHI
    acquisition, to aggressively reduce debt by approximately $200 million and
    delever its balance sheet in the second half of fiscal 2013, consistent
    with the seasonality of its cash flows.
  *First quarterly common stock dividend of $0.25 per share to be paid on
    March 12.

“We delivered record results in the first quarter, again putting us on track
to achieve a fourth consecutive record year of financial performance from the
legacy business with improvements weighted to the second half of the year,”
said Dave Lumley, Chief Executive Officer of Spectrum Brands Holdings. “In the
face of holiday and global retail environment softness, negative foreign
currency impacts, cautious consumer spending heightened by fiscal cliff
worries, and fewer shopping days, our businesses performed well and
demonstrated again that our Spectrum Value Model is working effectively and
resonating with retailers and consumers.

“Our largely non-discretionary, non premium-priced replacement products and
brands continue to provide consistent value to our retail partners and
consumers worldwide, especially in this continuing difficult global economy
with sluggish retail activity,” Mr. Lumley continued. “We believe consumers
are embracing our ‘same or better performance for less price’ value brand
proposition and are open to trial and brand conversion.

“Again in fiscal 2013, we expect to largely offset significant commodity and
Asian-sourced product cost increases through our continuous improvement
programs, cost synergy programs, retail distribution gains, the exit from
unprofitable or low-margin product lines as we did in the first quarter,
select pricing actions, and retention of stringent cost control programs. Our
target remains for each division to achieve a three to five percent savings in
its annual costs of goods sold.

“In addition to exciting new products we are launching across our divisions
this year, and distribution gains we have achieved despite competitive
discounting activity, we are investing in fiscal 2013 in two higher-margin,
faster-growing areas – e-commerce and our consumables business, specifically
our Remington® personal care division,” Mr. Lumley said. “This was evident
with our recent purchase of a majority stake in Shaser Bioscience to create a
leading position in the more than $50 billion global market for home use
dermatology and hair removal devices. In addition, with respect to capital
expenditures, more than two-thirds of our fiscal 2013 capital spending
represents investments in new production capacity, technology infrastructure,
new product development and cost reduction projects.

“We are also very pleased to have HHI join the Spectrum Brands family as our
fourth operating segment,” Mr. Lumley said. “We have communicated extensively
about this accretive acquisition in the past few months. With its portfolio of
renowned, market-leading brands, HHI will bring significant, additional growth
and profitability to our Company in fiscal 2013 and beyond.

“Our vision and strategy are sound, our opportunities and resources are many,
our brands are powerful and enduring, and our commitment to greater value
creation has never been stronger,” Mr. Lumley said. “We remain committed to
operating our business to maximize sustainable free cash flow.”

Fiscal 2013 First Quarter Consolidated Financial Results

Spectrum Brands Holdings reported consolidated record net sales of $870.3
million for the first quarter of fiscal 2013, an increase of 2.5 percent
compared to $848.8 million for the first quarter of fiscal 2012. Higher
revenues for the Home and Garden and Global Pet Supplies segments, including
net sales from the Black Flag®/TAT® brands and FURminator® acquisitions, and
revenues from the HHI acquisition 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 of nearly $20 million. Excluding the negative foreign exchange impact
of $6.0 million, fiscal 2013 first quarter net sales improved 3.2 percent.

Gross profit and gross profit margin for the first quarter of fiscal 2013 of
$288.2 million and 33.1 percent, respectively, compared to $284.0 million and
33.5 percent last year. The decrease in gross profit margin was driven by
increased cost of goods sold due to the sale of inventory which was revalued
in connection with the HHI acquisition, which more than offset gross profit
improvement resulting from the planned and previously announced exit of low
margin products in the small appliances category of nearly $20 million.
Excluding HHI, the gross profit margin in the first quarter of fiscal 2013 was
34.0 percent for Spectrum Brands’ legacy business.

Spectrum Brands reported a net loss of $13.4 million, or $0.26 diluted loss
per share, for the first quarter of fiscal 2013 on average shares and common
stock equivalents outstanding of 51.8 million. The loss was driven by $20.8
million of acquisition and integration costs and $28.8 million of interest
expense primarily related to the HHI acquisition. In the first quarter of
fiscal 2012, the Company reported net income of $13.1 million, or $0.25 per
diluted share, on average shares and common stock equivalents outstanding of
52.6 million. Adjusted for certain items in both years’ first quarters, which
are presented in Table 3 of this press release, the Company reported adjusted
diluted earnings per share of $0.72, a non-GAAP measure, for the first quarter
of fiscal 2013, an increase of 4.3 percent compared to $0.69 last year.

For the fourth consecutive year, the Company delivered record first quarter
consolidated adjusted EBITDA, a non-GAAP measure, in fiscal 2013 of $130.7
million, a 4.5 percent increase versus consolidated adjusted EBITDA of $125.1
million in the prior year period. This year’s adjusted EBITDA included $3.2
million from HHI and $3.0 million from the FURminator® acquisition completed
on December 22, 2011. Adjusted EBITDA as a percentage of net sales in the
first quarter improved to 15.0 percent compared to 14.7 percent last year.
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.

Fiscal 2013 First Quarter Segment Level Data

Global Batteries & Appliances

The Global Batteries & Appliances segment reported fiscal 2013 first quarter
net sales of $666.0 million, a decline of 3.4 percent versus $689.2 million in
the year-ago period. The net sales increase in the segment’s global batteries
category was more than offset by decreased revenues in the personal care
products category as well as the small electrical appliance products category,
predominantly from the planned and continued elimination of low margin
promotions in North America which totaled nearly $20 million. Fiscal 2013
first quarter segment sales were negatively impacted by $4.5 million of
foreign exchange. Excluding the foreign exchange impact, net sales for the
segment declined 2.7 percent quarter-over-quarter.

Global battery sales for the first quarter were $271.0 million, a 1.1 percent
increase compared to $268.0 million for the first quarter of fiscal 2012.
Excluding the negative foreign exchange impact of $4.6 million, global battery
sales increased 2.8 percent in the first quarter. In North America, Rayovac®
market share increased significantly versus the prior year primarily from
distribution gains at existing accounts. A reversal of competitor pricing to
deep discounting during the holiday season impacted industry category results.
Growth in the European battery business, on a constant currency basis, was
driven by new customer listings and promotions and geographic expansion in
Eastern Europe. The Latin America battery business was essentially unchanged
on a constant currency basis.

Net sales for the global personal care product category of $175.0 million in
the first quarter of fiscal 2013 declined 1.8 percent versus $178.1 million in
the comparable period last year. Increased revenues in Europe were more than
offset by lower net sales in North America and other geographic regions. North
America revenues were significantly impacted by a major personal care industry
category decline of nearly 10 percent, due largely to a shelf space cutback at
major retailers, and labor disruptions at U.S. ports of entry that reduced
product replenishment in the important holiday season. Excluding an
unfavorable foreign exchange impact of $1.2 million, global personal care
product category net sales decreased 1.1 percent for the first quarter.

The small appliances product category reported net sales in the first quarter
of fiscal 2013 of $220.1 million, a decrease of 9.5 percent compared to $243.1
million in the first quarter of fiscal 2012. Higher net sales in Europe,
driven in part by growth in the U.K. and regional expansion in Western and
Eastern Europe, were more than offset by lower revenues in North America,
which were largely due to the planned and continued elimination of low margin
promotions totaling nearly $20 million. The elimination of low margin holiday
promotions contributed significantly to a more than 300 basis point
improvement in North American small appliance gross margins
quarter-over-quarter. Foreign exchange favorably impacted net sales by $1.3
million.

With segment net income, as adjusted, of $92.0 million, the Global Batteries &
Appliances segment reported adjusted EBITDA of $110.7 million for the first
quarter of fiscal 2013 compared to adjusted EBITDA of $112.2 million in the
year-earlier quarter, when segment net income was $89.9 million. Excluding an
unfavorable foreign exchange impact of $2.6 million, segment adjusted EBITDA
increased 1.0 percent in this year’s first quarter.

Global Pet Supplies

The Global Pet Supplies segment reported net sales of $139.8 million for the
first quarter of fiscal 2013, an increase of 3.6 percent versus $134.9 million
in the first quarter of fiscal 2012. The net sales improvement was
attributable to higher sales of companion animal products, driven
predominantly by revenues of $6.4 million from the FURminator® acquisition.
Excluding an unfavorable foreign exchange impact of $1.5 million, net sales
grew 4.7 percent versus the prior year’s quarter.

Segment net income, as adjusted, was $10.1 million for the first quarter of
fiscal 2013 versus $13.2 million last year. First quarter adjusted EBITDA of
$23.1 million, including adjusted EBITDA of $3.0 million from the FURminator®
acquisition, increased 5.0 percent compared with $22.0 million a year ago.
Foreign exchange did not have a material impact on the segment’s first quarter
adjusted EBITDA.

Home and Garden Business

The Home and Garden segment reported record first quarter net sales of $30.5
million, an increase of 23.5 percent compared with $24.7 million in the first
quarter of fiscal 2012. The higher revenues were attributable to an increase
in both lawn and garden and household insect control sales as a result of
distribution gains, stronger retail inventory replenishment and the Black
Flag®/ TAT® brands acquisition completed on November 1, 2012. The first
quarter of the fiscal year is generally a period of building inventory in
advance of the Home and Garden segment’s major selling season, which occurs in
the spring and summer months. First quarter net sales for the Home and Garden
segment are typically less than 10 percent of full-year net sales.

The segment recorded a lower first quarter net loss, as adjusted, of $4.5
million compared with a net loss of $6.4 million in fiscal 2012’s first
quarter. As a result of cost improvement initiatives, operating expense
management and favorable product mix, the Home and Garden segment improved its
adjusted EBITDA by 54.9 percent to a loss of $1.4 million in the first quarter
of fiscal 2013 from a loss of $3.1 million in the same period last year.

Hardware & Home Improvement

The Hardware & Home Improvement (HHI) business, the Company’s new reporting
segment as of its acquisition on December 17, 2012, recorded net sales of
$34.0 million, a net loss, as adjusted, of $3.5 million, and adjusted EBITDA
of $3.2 million for the first quarter of fiscal 2013. Adjusted EBITDA was
negatively impacted by a $1.6 million accrual adjustment necessary due to a
change in contractual terms relative to product returns with a large retailer.
The final several weeks of the calendar year, which in 2012 included only
eight working days due to holidays, are typically a seasonally low period and
not representative of a full year of HHI results.

Liquidity and Debt Reduction

Spectrum Brands completed its fiscal 2013 first quarter on December 30, 2012
with a solid liquidity position, including a cash balance of approximately $71
million and $32 million drawn on its ABL facility. During the first quarter of
fiscal 2013, Spectrum Brands issued $800 million of term debt and $1,090
million of senior secured notes to fund its acquisitions and pay off its
previous term loan. In addition, the Company exercised its option to increase
its ABL revolving credit facility from $300 million to $400 million.

As of the end of the first quarter of fiscal 2013, the Company had
approximately $3,226 million of debt outstanding at par, consisting of its ABL
facility of $32 million, a senior secured Term Loan of $799 million, $950
million of 9.5% senior secured notes, $520 million of 6.375% senior unsecured
notes, $570 million of 6.625% senior unsecured notes, $300 million of 6.75%
senior unsecured notes and approximately $55 million of capital leases and
other obligations. In addition, the Company had approximately $25 million of
letters of credit outstanding.

In the second half of fiscal 2013, the Company expects to use its strong free
cash flow to continue to reduce debt by approximately $200 million and delever
its balance sheet, consistent with past practice, resulting in leverage (total
debt to adjusted EBITDA) of approximately 4.4 times or less at the end of
fiscal 2013.

Fiscal 2013 Outlook

Spectrum Brands is updating its fiscal 2013 outlook as a result of its
acquisition of HHI on December 17, 2012. Including HHI, the Company expects
fiscal 2013 net sales to increase at or above the rate of GDP, with  free cash
flow, net of HHI acquisition costs, to be approximately $240 million. Fiscal
2013 capital expenditures are expected to be approximately $70 million-$80
million.

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, February 6. 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 88735656. A live webcast and related
presentation slides will be available by visiting the Event Calendar page in
the Investor Relations section of Spectrum Brands’ website at
www.spectrumbrands.com.

A replay of the live webcast also will be accessible through the Event
Calendar page in the Investor Relations section of the Company’s website. A
telephone replay of the conference call will be available through Wednesday,
February 20. To access this replay, participants may call 855-859-2056 and use
the same conference ID number.

About Spectrum Brands Holdings, Inc.

Spectrum Brands Holdings, a member of the Russell 2000 Index, is a global and
diversified consumer products company and a leading supplier of consumer
batteries, residential locksets, residential builders’ hardware, faucets,
shaving and grooming products, personal care products, small household
appliances, specialty pet supplies, lawn and garden and home pest control
products, and personal insect repellents. Helping to meet the needs of
consumers worldwide, our Company offers a broad portfolio of market-leading,
well-known and widely trusted brands including Rayovac®, Kwikset®, Weiser®,
Baldwin®, National Hardware®, Pfister™, 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' 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. On a pro forma basis following the
Company’s December 2012 acquisition of the Hardware & Home Improvement Group
(HHI) from Stanley Black & Decker, Spectrum Brands had net sales of more than
$4 billion for 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 ended December 30, 2012 versus
the three months ended January 1, 2012. 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 ending September 30, 2013. 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 months ended December 30, 2012 and January 1, 2012
(Unaudited)
(In millions, except per share amounts)
                                                                      
                                                THREE MONTHS
                                                F2013       F2012     INC(DEC)
                                                                      %
Net sales                                       $ 870.3     $ 848.8   2.5   %
Cost of goods sold                                581.0       560.2
Restructuring and related charges                1.1       4.6
Gross profit                                      288.2       284.0   1.5   %
                                                                      
Selling                                           128.8       131.8
General and administrative                        56.7        50.6
Research and development                          8.2         7.2
Acquisition and integration related charges       20.8        7.6
Restructuring and related charges                5.5       3.1
                                                                      
Total operating expenses                          220.0       200.3
                                                                      
Operating income                                  68.2        83.7
                                                                      
Interest expense                                  69.9        41.1
Other (income) expense, net                      1.6       2.2
                                                                      
Income (loss) from continuing operations          (3.3  )     40.4
before income tax expense
                                                                      
Income tax expense                               10.6      27.3
                                                                      
Net (loss) income                                 (13.9 )     13.1
                                                                      
Less: Net loss attributable to noncontrolling    (0.5  )    —
interest
                                                                      
Net (loss) income attributable to controlling   $ (13.4 )   $ 13.1
interest
                                                                      
Average shares outstanding (a)                    51.8        52.1
                                                                      
Basic income (loss) per share attributable to   $ (0.26 )   $ 0.25
controlling interest
                                                                      
Average shares and common stock equivalents       51.8        52.6
outstanding (a) (b)
                                                                      
Diluted income (loss) per share attributable    $ (0.26 )   $ 0.25
to controlling interest


(a) Per share figures calculated prior to rounding.

(b) For the three months ended December 30, 2012, 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
As of and for the three months ended December 30, 2012 and January 1, 2012
(Unaudited)
($ in millions)
                                                                   
Supplemental Financial Data                          F2013         F2012
Cash and cash equivalents                            $ 70.9        $ 73.8
                                                                   
Trade receivables, net                               $ 481.2       $ 362.3
Days Sales Outstanding (a)                             42            40
                                                                   
Inventories                                          $ 679.2       $ 482.3
Inventory Turnover (b)                                 4.0           3.9
                                                                   
Total Debt                                           $ 3,222.3     $ 1,779.5
                                                                   
                                                     THREE MONTHS
Supplemental Cash Flow Data                          F2013         F2012
Depreciation and amortization, excluding
amortization of debt
issuance costs                                       $ 31.0        $ 28.3
                                                                   
Capital expenditures                                 $ 9.3         $ 8.9
                                                                   
                                                     THREE MONTHS
Supplemental Segment Sales & Profitability           F2013         F2012
                                                                   
Net Sales
Global Batteries & Appliances                        $ 666.0       $ 689.2
Global Pet Supplies                                    139.8         134.9
Home and Garden                                        30.5          24.7
Hardware & Home Improvement                           34.0        -       
Total net sales                                      $ 870.3      $ 848.8   
                                                                   
Segment Profit
Global Batteries & Appliances                        $ 95.4        $ 98.2
Global Pet Supplies                                    15.9          16.1
Home and Garden                                        (4.3    )     (5.9    )
Hardware & Home Improvement                           (3.2    )    -       
Total segment profit                                   103.8         108.4
                                                                   
Corporate                                              8.2           9.4
Acquisition and integration related charges            20.8          7.6
Restructuring and related charges                      6.6           7.7
Interest expense                                       69.9          41.1
Other expense, net                                    1.6         2.2     
                                                                   
(Loss) income from continuing operations before      $ (3.3    )   $ 40.4    
income taxes


(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 months ended December 30, 2012 and January 1, 2012
(Unaudited)

                                            THREE MONTHS
                                            F2013            F2012
Diluted income (loss) per share, as         $  (0.26  )       $  0.25
reported
                                                                          
Adjustments, net of tax:
     Acquisition and integration related       0.26      (a)     0.09     (b)
     charges
     Restructuring and related charges         0.08      (c)     0.10     (d)
     Debt refinancing costs                    0.36      (e)     -
     Inventory Adjustment                      0.06      (f)     -
     Income taxes                             0.22     (g)    0.25     (g)
                                               0.98              0.44
                                                                          
Diluted income per share, as adjusted       $  0.72         $  0.69


  (a) For the three months ended December 30, 2012, reflects $13.5 million,
  net of tax, of acquisition and integration related charges. During the three
  months ended December 30, 2012, reflects the following: (i) $9.5 million
  related to the acquisition of the HHI Business, consisting primarily of
  legal and professional fees; (ii) $2.7 million related to the acquisition of
  Shaser, consisting of integration and legal and professional fees; (iii)
  $0.8 million related to the Merger with Russell Hobbs, consisting of
  integration costs; and (iv) $0.5 million related to the acquisition of
  FURminator, consisting of integration costs.
  
  (b) For the three months ended January 1, 2012, reflects $4.8 million, net
  of tax, of acquisition and integration related charges as follows: (i) $2.3
  million related to the merger with Russell Hobbs which consisted primarily
  of integration costs; and (ii) $2.5 million related to the acquisitions of
  Black Flag and FURminator, consisting primarily of legal and professional
  fees.
  
  (c) For the three months ended December 30, 2012, reflects $4.3 million, net
  of tax, of restructuring and related charges primarily related to the Global
  Cost Reduction Initiatives announced in Fiscal 2009.
  
  (d) For the three months ended January 1, 2012, reflects $5.0 million, net
  of tax, of restructuring and related charges as follows: (i) $4.6 million
  for the Global Cost Reduction Initiatives announced in Fiscal 2009; and (ii)
  $0.4 million for the Global Realignment Initiatives announced in Fiscal
  2007.
  
  (e) For the three months ended December 30, 2012, reflects $18.7 million,
  net of tax, related to financing fees and the write off of unamortized debt
  issuance costs in connection with the replacement of the Company's Term Loan
  and the issuance of the 6.375% Notes and 6.625% Notes.
  
  (f) For the three months ended December 30, 2012, reflects a $3.4 million,
  net of tax, non-cash increase to cost of goods sold related to the sale of
  inventory that was subject to fair value adjustments in conjunction with the
  acquisition of the HHI Business.
  
  (g) For the three months ended December 30, 2012 and January 1, 2012,
  reflects adjustments to income tax expense of $11.8 million and $13.2
  million, respectively, to exclude the impact of the valuation allowance
  against deferred taxes and other tax related items in order to reflect a
  normalized ongoing effective tax rate.
  

                                                                        
Table 4
SPECTRUM BRANDS HOLDINGS, INC.
Reconciliation of GAAP Net Income (Loss) to Adjusted EBITDA
for the three months ended December 30, 2012
(Unaudited)
($ millions)
                                                                               
                                                                               Consolidated
                Global                             Hardware &    Corporate /   Spectrum
                Batteries                          Home          Unallocated   Brands
                &
                             Global     Home &                                 Holdings,
                Appliances   Pet        Garden     Improvement   Items (a)     Inc.
                             Supplies
                                                                               
Net income
(loss), as      $   92.0     $  10.1    $ (4.5 )   $  (3.5  )    $  (107.5 )   $  (13.4  )
adjusted (a)
                                                                               
Income tax          -           -         -           -             10.6          10.6
expense
Interest            -           -         -           -             69.9          69.9
expense
Acquisition
and
integration         1.3         0.7       -           -             18.8          20.8
related
charges
Restructuring
and related         1.3         5.0       0.2         -             0.1           6.6
charges
HHI Business
inventory          -          -        -         5.2         -           5.2    
fair value
adjustment
                                                                               
Adjusted EBIT   $   94.6     $  15.8    $ (4.3 )   $  1.7        $  (8.1   )   $  99.7
Depreciation
and                16.1       7.3     2.9       1.5         3.2         31.0   
amortization
(b)
                                                                               
Adjusted        $   110.7    $  23.1    $ (1.4 )   $  3.2       $  (4.9   )   $  130.7  
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 are presented within
Corporate/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 January 1, 2012
(Unaudited)
($ millions)
                                                                  
                                                                  Consolidated
                 Global                                           Spectrum
                 Batteries                          Corporate /   Brands
                 &
                              Global     Home &     Unallocated   Holdings,
                 Appliances   Pet        Garden     Items (a)     Inc.
                              Supplies
                                                                  
Net income
(loss), as       $   89.9     $  13.2    $ (6.4 )   $  (83.6  )   $    13.1
adjusted (a)
                                                                  
Income tax           -           -         -           27.3            27.3
expense
Interest             -           -         -           41.1            41.1
expense
Acquisition
and
integration          3.2         -         0.1         4.2             7.6
related
charges
Restructuring
and related         3.9        2.9      0.3       0.6           7.7
charges
                                                                  
Adjusted EBIT    $   97.1     $  16.0    $ (5.9 )   $  (10.4  )   $    96.8
Depreciation
and                 15.1       6.0     2.8       4.4           28.3
amortization
(b)
                                                                  
EBITDA           $   112.2    $  22.0    $ (3.1 )   $  (6.0   )   $    125.1


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 are presented within
Corporate/Unallocated Items.
                                                      
(b) Included within depreciation and amortization is amortization of unearned
restricted stock compensation.


                                           
Table 5
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                        $ 310 - 320
Activities
                                                        
Purchases of property, plant and equipment              (70) - (80)
                                                        
Free Cash Flow                                          $240
                                                        

Contact:

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