Spectrum Brands Holdings Reports Record Fiscal 2013 Second Quarter Results

  Spectrum Brands Holdings Reports Record Fiscal 2013 Second Quarter Results

 Reaffirms Outlook for 4^th Consecutive Year of Record Performance for Legacy
              Business from Overall Stronger Second Half Results

Business Wire

MADISON, Wis. -- April 30, 2013

Spectrum Brands Holdings, Inc. (NYSE: SPB), a global and diversified consumer
products company with market-leading brands, today reported record fiscal 2013
second quarter results for the period ended March 31, 2013 and reiterated its
outlook for a fourth consecutive year of record performance for the legacy
business, which excludes the Hardware & Home Improvement (HHI) business, from
expectations for stronger second half results.

Spectrum Brands also reported that HHI, acquired in late December 2012, posted
improved results in its first full quarter and will provide significant,
accretive net sales, earnings per share, adjusted EBITDA and free cash flow to
fiscal 2013 full-year results.

Second Quarter Fiscal 2013 Results Highlights:

  *Net sales of $987.8 million, including the HHI acquisition, increased 32.4
    percent in second quarter of fiscal 2013 versus $746.3 million a year ago;
    including HHI in last year’s fiscal second quarter on a pro forma basis,
    net sales increased 1.0 percent.
  *HHI delivered improved quarter-over-quarter results in first full quarter
    since its acquisition on December 17, 2012.
  *Net loss of $41.2 million and diluted loss per share of $0.79 in second
    quarter of fiscal 2013 versus net loss of $28.7 million and diluted loss
    per share of $0.56 in the second quarter of fiscal 2012 driven by $25.8
    million of additional costs from sales of revalued inventory related to
    the HHI acquisition and one-time acquisition and integration and
    restructuring costs of $19.9 million, of which $12.8 million was
    attributable to the HHI acquisition.
  *Adjusted EBITDA, a non-GAAP measure, of $143.3 million in second quarter
    of fiscal 2013 increased 3.5 percent compared to $138.5 million a year
    ago, including HHI in the prior year period on a pro forma basis.
  *Adjusted EBITDA margin, a non-GAAP measure, in second quarter of fiscal
    2013 improved to 14.5 percent versus 14.2 percent in the prior year,
    including HHI in the prior year period on a pro forma basis.
  *Adjusted diluted earnings per share, a non-GAAP measure, of $0.44 in the
    second quarter of fiscal 2013 declined from $0.47 last year, including HHI
    in the prior year period on a pro forma basis, due toan increase in
    non-cash stock compensation expense, driven by employee stock-based award
    programs.
  *Legacy Spectrum Brands, which excludes the HHI business, reported adjusted
    EBITDA of $102.6 million in the second quarter of fiscal 2013, which
    represented the 10^th consecutive quarter of year-over-year adjusted
    EBITDA growth; excluding the negative impact of foreign exchange, legacy
    Spectrum Brands’ adjusted EBITDA grew 6.2 percent versus $101.8 million in
    the year-ago quarter.
  *Company reiterated expectations for fourth consecutive year of record
    financial performance for the legacy business, which excludes the HHI
    business, in fiscal 2013, with improvements weighted to the second half of
    the year.
  *Acquisition of residential lockset business of Tong Lung Metal Industry
    Co. Ltd. (Tong Lung), a Taiwanese manufacturer of residential and
    commercial locksets and related hardware with facilities in Taiwan and the
    Philippines, was completed on April 8, 2013 in connection with the HHI
    acquisition.
  *Fiscal 2013 net cash provided from operating activities after purchases of
    property, plant and equipment (free cash flow) expected to approximate
    $240 million, net of HHI acquisition costs.
  *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.

“We delivered a good second quarter, which seasonally is our smallest quarter
of the year,” said Dave Lumley, Chief Executive Officer of Spectrum Brands
Holdings. “We were especially pleased with the quarter-over-quarter growth
from our new HHI acquisition and improved adjusted EBITDA in the second
quarter.

“Our Spectrum Value Model continues to work effectively and resonate with
retailers and consumers in a global economy that remains very challenging,”
Mr. Lumley said. “It provides real value to the consumer with products that
work as well as, or better than, our competitors for a lower cost. It also
delivers higher margins and lower acquisition costs to retailers. Value is
winning in today’s marketplace with today’s smart shoppers. Consumers are
embracing our ‘same performance for less price’ value brand proposition and
are increasingly open to trial and brand conversion.

“We are offsetting commodity and Asian-sourced product cost increases through
our continuous improvement processes, cost synergy programs, retail
distribution gains, elimination of unprofitable or low-margin product lines as
we did in the first quarter, select pricing actions, and retention of
stringent cost control programs,” he said.

“In the second half of the year, we have a number of new products launching
across all divisions, key distribution gains taking hold, select new retailer
business, continuing geographic expansion and an increasing level of cost
reductions,” Mr. Lumley said. “At the same time, we are making important
investments in two new, faster-growing areas – e-commerce and consumables,
primarily in our Remington® personal care division – to help drive future
growth.

“HHI delivered impressive growth in its first full quarter with our Company,”
he said. “The HHI integration is ahead of schedule, and we have just closed on
the related acquisition of the Tong Lung residential lockset assets in Asia.
With its portfolio of market-leading brands, new products and technologies,
and geographic and market channel growth opportunities, HHI will provide
significant, additional growth and profitability this year and beyond.

“We expect an acceleration of sales and adjusted EBITDA in the second half of
fiscal 2013 based upon secured distribution wins, and we plan to use our
strong and growing free cash flow to aggressively reduce debt and delever our
balance sheet,” Mr. Lumley said. “We remain committed to creating greater
shareholder value with a focus on operating our business to maximize
sustainable free cash flow.”

Fiscal 2013 Second Quarter Consolidated Financial Results

Spectrum Brands Holdings reported consolidated net sales of $987.8 million for
the second quarter of fiscal 2013, an increase of 32.4 percent compared to
$746.3 million for the same period in fiscal 2012. The increase was the result
of the HHI acquisition completed on December 17, 2012. The net sales results
were negatively impacted by $3.8 million of foreign exchange. Including the
prior year’s second quarter results for HHI, net sales of $987.8 million in
the second quarter of fiscal 2013 increased 1.0 percent compared to the
year-ago quarter.

Excluding HHI, net sales for legacy Spectrum Brands of $731.1 million in the
second quarter of fiscal 2013 decreased 2.0 percent versus $746.3 million in
the prior-year quarter. The sales decline was attributable to the planned and
continuing exit of low-margin promotions in North America small appliances
totaling approximately $10 million and the expected decline in Home and Garden
segment revenues as a result of the prior year period including the warmest
month of March in 100 years, which pulled sales forward from April.

Gross profit and gross profit margin for the second quarter of fiscal 2013 of
$322.9 million and 32.7 percent, respectively, compared to $260.0 million and
34.8 percent last year. The gross profit margin decrease was largely
attributable to increased cost of goods sold of $25.8 million from the sale of
inventory which was revalued in connection with the HHI acquisition, which
offset gross margin improvement resulting from the previously mentioned exit
of low-margin promotions in the small appliances category of approximately $10
million.

Spectrum Brands reported a GAAP net loss of $41.2 million, or $0.79 diluted
loss per share, for the second quarter of fiscal 2013 on average shares and
common stock equivalents outstanding of 52.1 million. The loss was driven by a
$25.8 million inventory revaluation related to the HHI acquisition and
one-time acquisition and integration and restructuring costs of $19.9 million,
of which $12.8 million was attributable to the HHI acquisition.In the second
quarter of fiscal 2012, the Company reported a net loss of $28.7 million, or
$0.56 diluted loss per share on average shares and common stock equivalents
outstanding of 51.5 million. Adjusted for certain items in both years’ second
quarters, which are presented in Table 3 of this press release and which
management believes are not indicative of the Company’s ongoing normalized
operations, the Company generated adjusted diluted earnings per share of
$0.44, a non-GAAP measure, for the second quarter of fiscal 2013 compared with
$0.47 in last year’s second quarter. The decrease was due to an increase in
non-cash stock compensation expense, driven by employee stock-based award
programs.

Adjusted EBITDA, a non-GAAP measure, of $143.3 million in the second quarter
of fiscal 2013 increased 3.5 percent compared to $138.5 million a year ago,
including the acquired HHI business in the prior year period on a pro forma
basis. Adjusted EDITDA as a percentage of net sales improved to 14.5 percent
versus 14.2 percent in last year’s second quarter. Legacy Spectrum Brands’
adjusted EBITDA of $102.6 million in the second quarter of 2013 represented
the 10^th consecutive quarter of year-over-year adjusted EBITDA growth,
starting with the first quarter of fiscal 2011. Excluding the negative impact
of $5.5 million of foreign exchange, legacy Spectrum Brands adjusted EBITDA in
the second quarter of 2013 increased 6.2 percent versus $101.8 million in the
prior year. Adjusted EBITDA as a percentage of net sales for legacy Spectrum
Brands in the second quarter improved to 14.0 percent compared to 13.6 percent
last year. Adjusted 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 Half Consolidated Financial Results

Consolidated net sales of $1.86 billion for the first six months of fiscal
2013 increased 16.5 percent compared with $1.60 billion for the same period in
fiscal 2012. The increase was the result of the HHI acquisition and higher
revenues for the Global Pet Supplies business. Including HHI as if part of the
Company in both years’ first six months, pro forma net sales of $2.1 billion
were essentially unchanged compared with last year.

The Company reported a GAAP net loss of $54.7 million, or $1.05 diluted loss
per share, for the first six months of fiscal 2013 on average shares and
common stock equivalents outstanding of 51.9 million. In the first half of
fiscal 2012, the Company reported a net loss of $15.6 million, or $0.30
diluted loss per share, on average shares and common stock equivalents
outstanding of 51.8 million. Adjusted for certain items in both years’ first
six months, which are presented in Table 3 of this press release and which
management believes are not indicative of the Company’s ongoing normalized
operations, the Company generated adjusted diluted earnings per share of
$1.22, a non-GAAP measure, for the first half of fiscal 2013 compared with
$1.32 in last year’s first six months.

Fiscal 2013 first half consolidated adjusted EBITDA was $303.9 million
compared to consolidated adjusted EBITDA for the first half of fiscal 2012 of
$304.5 million, which includes the results of HHI as if acquired by Spectrum
Brands at the beginning of each first six month period.

Fiscal 2013 Second Quarter Segment Level Data

Global Batteries & Appliances

The Global Batteries & Appliances segment reported fiscal 2013 second quarter
net sales of $468.6 million, a decline of 2.4 percent versus $480.1 million in
the year-ago period. The net sales decline was primarily attributable to
decreased revenues in the small electrical appliance products category from
the planned and continued elimination of low-margin promotions in North
America which totaled nearly $10 million. Fiscal 2013 second quarter segment
sales were negatively impacted by $2.7 million of foreign exchange. Excluding
the foreign exchange impact, net sales for the segment declined 1.8 percent
quarter-over-quarter.

Global battery sales for the second quarter were $199.7 million, a 2.6 percent
decrease compared to $205.1 million for the second quarter of fiscal 2012.
Excluding the negative foreign exchange impact of $1.8 million, global battery
sales declined 1.7 percent in the second quarter. In North America, Rayovac®
market share increased in a challenged industry category as key retailers
further tightened inventory levels and cautious consumers restrained
post-holiday spending. European battery business  growth was driven by new
customer listings, increased distribution at existing retailers and
promotions, along with continued geographic expansion. The Latin America
battery business was adversely impacted by the timing of retailer shipments in
Brazil. All regions continue to exit unprofitable private label volumes.

Net sales for the global personal care product category of $114.2 million in
the second quarter of fiscal 2013 declined slightly versus $115.6 million in
the comparable period last year. Increased revenues in Europe and Latin
America nearly offset lower net sales in North America primarily due to a
one-time shaving and grooming category shelf space cutback at a major
retailer, partially offset by increased personal care revenues.

The small appliances product category reported net sales in the second quarter
of fiscal 2013 of $154.6 million, a decrease of 3.0 percent compared to $159.4
million in the second quarter of fiscal 2012. Higher net sales in Europe,
driven 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
attributable to the planned and continued elimination of low margin promotions
totaling nearly $10 million. The elimination of low margin promotions
contributed significantly to a more than 450 basis point improvement in North
American small appliance gross margins quarter-over-quarter, which followed a
nearly 330 basis point improvement in gross margin from this strategic
initiative in the first quarter of fiscal 2013. Excluding the negative foreign
exchange impact of $0.7 million, net sales for the small appliances product
category decreased 2.6 percent.

With segment net income, as adjusted, of $34.6 million, the Global Batteries &
Appliances segment reported adjusted EBITDA of $56.9 million for the second
quarter of fiscal 2013 compared to adjusted EBITDA of $57.2 million in the
year-earlier quarter, when segment net income was $35.6 million. Excluding an
unfavorable foreign exchange impact of $4.6 million, segment adjusted EBITDA
increased 7.5 percent in this year’s second quarter.

Global Pet Supplies

The Global Pet Supplies segment reported net sales of $160.5 million for the
second quarter of fiscal 2013, an increase of 2.6 percent versus $156.5
million in the second quarter of fiscal 2012. The net sales improvement was
attributable to higher revenues for companion animal products in North America
and Europe, slightly offset by lower aquatics sales in Europe. Excluding an
unfavorable foreign exchange impact of $1.1 million, net sales grew 3.3
percent versus the prior year’s quarter.

Segment net income, as adjusted, was $16.4 million for the second quarter of
fiscal 2013 versus $14.8 million last year. Second quarter adjusted EBITDA of
$27.5 million increased 5.4 percent compared with $26.1 million a year ago.
Foreign exchange did not have a material impact on the segment’s second
quarter adjusted EBITDA.

Home and Garden

The Home and Garden segment reported second quarter net sales of $102.0
million, a decrease of 7.0 percent compared to record second quarter revenues
of $109.7 million in fiscal 2012. The expected lower revenues were
attributable to 2013 experiencing the coldest temperatures for the month of
March since 1996 compared to 2012’s March being the warmest in more than 100
years. In years with seasonally more normal weather, second quarter net sales
typically reflect approximately 20-25 percent of full-year net sales. The Home
and Garden segment’s major selling season occurs in the spring and summer
months, primarily April through August.

The segment recorded fiscal 2013 second quarter net income of $20.6 million
versus $21.2 million in the prior year’s quarter. Despite the lower revenues,
the Home and Garden segment’s second quarter adjusted EBITDA of $23.7 million
declined only slightly compared to $25.2 million a year ago primarily as a
result of focused operating expense management and the timing of variable
expenses related to sales volume.

Hardware & Home Improvement

In its first full quarter since its acquisition by Spectrum Brands on December
17, 2012, the Hardware & Home Improvement (HHI) segment recorded net sales of
$256.7 million, an increase of 10.6 percent compared to $232.2 million as if
combined with Spectrum Brands in the year-ago quarter. The revenue growth was
primarily driven by double-digit improvements in HHI’s U.S. residential
security and plumbing categories. The segment recorded net income, as
adjusted, of $0.6 million in the second quarter of fiscal 2013. Adjusted
EBITDA in the second quarter of fiscal 2013 was $40.7 million, a 10.9 percent
increase compared to $36.7 million last year.

Liquidity and Debt Reduction

Spectrum Brands completed the second quarter of fiscal 2013 on March 31, 2013
with a solid liquidity position, including a cash balance of approximately $77
million and approximately $77 million drawn on its ABL facility.

As of the end of the second quarter of fiscal 2013, the Company had
approximately $3,263 million of debt outstanding at par, consisting of its ABL
facility of $77 million, a senior secured Term Loan of $795 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 $51 million of capital leases and
other obligations. In addition, the Company had approximately $26 million of
letters of credit outstanding.

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

Fiscal 2013 Outlook

Including HHI as of its December 17, 2012 acquisition date, Spectrum Brands
continues to expect 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, April 30. 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 33254201. 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 Tuesday, May
14. 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 and six months ended March 31,
2013 versus the three months and six months ended April 1, 2012. See attached
Table 6, “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 and six months ended March 31, 2013 and April 1, 2012
(Unaudited)
($ in millions, except per share amounts)
                                                                                  
                 THREE MONTHS                       SIX MONTHS
                 F2013       F2012       INC(DEC)   F2013           F2012         INC(DEC)
                                         %                                        %
Net sales        $ 987.8     $ 746.3     32.4  %    $ 1,858.0       $ 1,595.1     16.5  %
Cost of goods      662.3       484.6                  1,243.3         1,044.7
sold
Restructuring
and related       2.6       1.7                  3.7           6.3     
charges
Gross profit       322.9       260.0     24.2  %      611.0           544.1       12.3  %
                                                                                  
Selling            171.0       129.9                  299.8           261.7
General and        70.4        56.5                   127.2           107.2
administrative
Research and       11.9        8.0                    20.0            15.2
development
Acquisition
and
integration        12.0        7.8                    32.8            15.4
related
charges
Restructuring
and related       5.3       2.6                  10.8          5.7     
charges
                                                                                  
Total
operating          270.6       204.8                  490.6           405.2
expenses
                                                                                  
Operating          52.3        55.2                   120.4           138.9
income
                                                                                  
Interest           60.4        69.3                   130.2           110.4
expense
Other expense     3.7       (2.2  )               5.3           -       
(income), net
                                                                                  
(Loss) income
from
continuing         (11.8 )     (11.9 )                (15.1   )       28.5
operations
before income
tax expense
                                                                                  
Income tax        29.1      16.8                 39.8          44.1    
expense
                                                                                  
Net loss           (40.9 )     (28.7 )                (54.9   )       (15.6   )
                                                                                  
Less: Net
income (loss)
attributable      0.3       -                    (0.2    )      -       
to
noncontrolling
interest
                                                                                  
Net loss
attributable     $ (41.2 )   $ (28.7 )              $ (54.7   )     $ (15.6   )
to controlling
interest
                                                                                  
Average shares
outstanding        52.1        51.5                   51.9            51.8
(a)
                                                                                  
Basic loss per
share
attributable     $ (0.79 )   $ (0.56 )              $ (1.05   )     $ (0.30   )
to controlling
interest
                                                                                  
Average shares
and common
stock              52.1        51.5                   51.9            51.8
equivalents
outstanding
(a) (b)
                                                                                  
Diluted loss
per share
attributable     $ (0.79 )   $ (0.56 )              $ (1.05   )     $ (0.30   )
to controlling
interest
                                                                                  
Cash dividends
declared per     $ 0.25      $ -                    $ 0.25        $ -
common share
                                                                                  
(a) Per share
figures
calculated
prior to
rounding.
                                                                                  
(b) For the three and six months ended March 31,
2013 and April 1, 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 and six months ended March 31, 2013 and April 1, 2012
(Unaudited)
($ in millions)
                                                                     
Supplemental        F2013             F2012
Financial Data
Cash and cash       $  77.5           $  51.8
equivalents
                                                                     
Trade               $  480.0          $  370.2
receivables, net
Days Sales             40                40
Outstanding (a)
                                                                     
Inventories         $  705.4          $  551.0
Inventory              4.0               4.0
Turnover (b)
                                                                     
Total Debt          $  3,258.9        $  1,882.1
                                                                     
                    THREE MONTHS                       SIX MONTHS
Supplemental        F2013             F2012            F2013         F2012
Cash Flow Data
Depreciation and
amortization,
excluding           $  47.2           $  32.3          $ 78.2        $ 60.6
amortization of
debt issuance
costs
                                                                     
Capital             $  11.4           $  9.7           $ 20.7        $ 18.6
expenditures
                                                                     
                    THREE MONTHS                       SIX MONTHS
Supplemental
Segment Sales &     F2013             F2012            F2013         F2012
Profitability
                                                                     
Net Sales
Global Batteries    $  468.6          $  480.1         $ 1,134.6     $ 1,169.3
& Appliances
Global Pet             160.5             156.5           300.2         291.5
Supplies
Home and Garden        102.0             109.7           132.5         134.3
Hardware & Home       256.7           -             290.7       -
Improvement
Total net sales     $  987.8         $  746.3        $ 1,858.0    $ 1,595.1
                                                                     
Segment Profit
Global Batteries    $  41.4           $  40.4          $ 136.8       $ 138.6
& Appliances
Global Pet             20.4              19.3            36.3          35.3
Supplies
Home and Garden        20.8              22.2            16.5          16.3
Hardware & Home       6.7             -             3.5         -
Improvement
Total segment          89.3              81.9            193.1         190.2
profit
                                                                     
Corporate              17.1              14.6            25.4          23.9
Acquisition and
integration            12.0              7.8             32.8          15.4
related charges
Restructuring
and related            7.9               4.3             14.5          12.0
charges
Interest expense       60.4              69.3            130.2         110.4
Other expense         3.7             (2.2     )     5.3         -
(income), net
                                                                     
(Loss) income
from continuing
operations          $  (11.8    )     $  (11.9    )    $ (15.1   )   $ 28.5
before 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 and six months ended March 31, 2013 and April 1, 2012
(Unaudited)

                                                                                          
                      THREE MONTHS                          SIX MONTHS
                      F2013          F2012               F2013          F2012
Diluted loss per
share, as             $ (0.79 )         $ (0.56 )           $ (1.05 )         $ (0.30 )
reported
                                                                                          
Adjustments, net
of tax:
  Pre-acquisition       -                 0.13      (b)       0.06      (a)     0.29      (b)
  earnings of HHI
  Acquisition and
  integration           0.15      (c)     0.10      (e)       0.41      (d)     0.19      (f)
  related charges
  Restructuring
  and related           0.10      (g)     0.06      (h)       0.18      (g)     0.15      (h)
  charges
  Debt
  refinancing           -                 0.34      (j)       0.36      (i)     0.34      (j)
  costs
  Purchase
  accounting            0.32      (k)     -                   0.38      (k)     -
  inventory
  adjustment
  Venezuela             0.03      (l)     -                   0.02      (l)     -
  devaluation
  Income taxes         0.63    (m)   0.40     (n)      0.86    (m)   0.65     (n)
                        1.23              1.03                2.27              1.62
                                                                                          
Diluted income
per share, as         $ 0.44        $ 0.47             $ 1.22        $ 1.32  
adjusted
                                                                                          
                                                                                          
  (a) For the six months ended March 31, 2013, reflects $3.2 million,
  net of tax, of preacquisition earnings related to the acquired HHI
  business.
                                                                                          
  (b) For the three and six months ended April 1, 2012, reflects $6.6 million, net of tax,
  and $15.0 million, net of tax, respectively, of preacquisition earnings related to the
  acquired HHI business.
                                                                                          
  (c) For the three months ended March 31, 2013, reflects $7.8 million, net of tax, of
  Acquisition and integration related charges, as follows: (i) $6.6 million related to the
  acquisition of the HHI Business, consisting primarily of legal and professional fees; (ii)
  $0.1 million related to the acquisition of Shaser, consisting of integration and legal and
  professional fees; (iii) $0.7 million related to the Merger with Russell Hobbs, consisting
  of integration costs; and (iv) $0.4 million related to the acquisition of FURminator,
  consisting of integration costs.
                                                                                          
  (d) For the six months ended March 31, 2013, reflects $21.3 million, net of tax, of
  Acquisition and integration related charges, as follows: (i) $16.1 million related to the
  acquisition of the HHI Business, consisting primarily of legal and professional fees; (ii)
  $2.8 million related to the acquisition of Shaser, consisting of integration and legal and
  professional fees; (iii) $1.6 million related to the Merger with Russell Hobbs, consisting
  of integration costs; and (iv) $0.8 million related to the acquisition of FURminator,
  consisting of integration costs.
                                                                                          
  (e) For the three months ended April 1, 2012, reflects $5.0 million, net of tax, of
  Acquisition and integration related charges as follows: (i) $3.2 million related to the
  merger with Russell Hobbs which consisted primarily of integration costs; (ii) $1.4 million
  related to the acquisition of FURminator, consisting primarily of legal and professional
  fees; and (iii) $0.4 million related to the acquisition of Black Flag, consisting primarily
  of legal and professional fees.
                                                                                          
  (f) For the six months ended April 1, 2012, reflects $10.0 million, net of tax, of
  Acquisition and integration related charges as follows: (i) $5.6 million related to the
  merger with Russell Hobbs which consisted primarily of integration costs; (ii) $3.0 million
  related to the acquisition of FURminator, consisting primarily of legal and professional
  fees; and (iii) $1.4 million related to the acquisition of Black Flag and other acquisition
  activity, consisting primarily of legal and professional fees.
                                                                                          
  (g) For the three and six months ended March 31, 2013, reflects $5.1 million, net of tax,
  and $9.4 million, net of tax, respectively, of Restructuring and related charges primarily
  related to the Global Cost Reduction Initiatives announced in Fiscal 2009.
                                                                                          
  (h) For the three and six months ended April 1, 2012, reflects $2.8 million, net of tax,
  and $7.8 million, net of tax, respectively, of Restructuring and related charges primarily
  related to the Global Cost Reduction Initiatives announced in Fiscal 2009.
                                                                                          
  (i) For the six months ended March 31, 2013, 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 in connection with the acquisition of the HHI Business.
                                                                                          
  (j) For the three and six months ended April 1, 2012, reflects $17.9 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 12% Notes during the fiscal quarter ended
  April 1, 2012.
                                                                                          
  (k) For the three and six months ended March 31, 2013, reflects a $16.7 million, net of
  tax, and a $20.2 million, net of tax, respectively, non-cash increase to cost of goods sold
  related to the sales of inventory that was subject to fair value adjustments in conjunction
  with the acquisition of the HHI Business.
                                                                                          
  (l) For the three and six months ended March 31, 2013, reflects an adjustment of $1.3
  million, net of tax, related to the devaluation of the Venezuelan Bolivar Fuerte.
                                                                                          
  (m) For the three and six months ended March 31, 2013, reflects adjustments to income tax
  expense of $33.3 million and $45.0 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.
                                                                                          
  (n) For the three and six months ended April 1, 2012, reflects adjustments to income tax
  expense of $21.0 million and $34.1 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 March 31, 2013
(Unaudited)
($ in millions)
                                                                               
                                                                               
                                                                               Consolidated
                  Global                           Hardware &    Corporate /   Spectrum
                  Batteries                        Home          Unallocated   Brands
                  &
                               Global     Home &                               Holdings,
                  Appliances   Pet        Garden   Improvement   Items (a)     Inc.
                               Supplies
                                                                               
Net income
(loss)
attributable to   $  34.3      $  16.4    $ 20.6   $  0.6        $  (113.2 )   $  (41.2  )
controlling
interest, as
adjusted (a)
Net income
attributable to     0.3        -        -        -           -           0.3    
non-controlling
interest
Net income
(loss) as            34.6         16.4      20.6      0.6           (113.2 )      (40.9  )
adjusted (a)
                                                                               
Income tax           -            -         -         -             29.1          29.1
expense
Interest             -            -         -         -             60.4          60.4
expense
Acquisition and
integration          1.9          0.6       -         2.8           6.7           12.0
related charges
Restructuring
and related          1.8          3.1       0.2       2.7           0.1           7.9
charges
HHI Business
inventory fair       -                                25.8          -             25.8
value
adjustment
Venezuela           2.0        -        -        -           -           2.0    
devaluation
                                                                               
Adjusted EBIT        40.3         20.1      20.8      31.9          (17.0  )      96.1
Depreciation
and                 16.6       7.4     2.9      8.8         11.5        47.2   
amortization
(b)
                                                                               
Adjusted EBITDA   $  56.9     $  27.5    $ 23.7   $  40.7      $  (5.5   )   $  143.3  
                                                                               
                                                                               
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 six months ended March 31, 2013
(Unaudited)
($ in millions)
                                                                               
                                                                               Consolidated
                  Global                           Hardware &    Corporate /   Spectrum
                  Batteries                        Home          Unallocated   Brands
                  &
                               Global     Home &                               Holdings,
                  Appliances   Pet        Garden   Improvement   Items (a)     Inc.
                               Supplies
                                                                               
Net income
(loss)
attributable to   $  126.8     $  26.6    $ 16.1   $  (2.9  )    $  (221.3 )      (54.7  )
controlling
interest, as
adjusted (a)
Net loss
attributable to     (0.2  )     -        -        -           -           (0.2   )
non-controlling
interest
Net income
(loss), as           126.6        26.6      16.1      (2.9  )       (221.3 )      (54.9  )
adjusted (a)
                                                                               
Pre-acquisition      -            -         -         30.3          -             30.3
earnings of HHI
Income tax           -            -         -         -             39.8          39.8
expense
Interest             -            -         -         -             130.2         130.2
expense
Acquisition and
integration          3.2          1.2       -         2.9           25.5          32.8
related charges
Restructuring
and related          3.1          8.1       0.4       2.7           0.2           14.5
charges
HHI Business
inventory fair       -            -         -         31.0          -             31.0
value
adjustment
Venezuela           2.0        -        -        -           -           2.0    
devaluation
                                                                               
Adjusted EBIT        134.9        35.9      16.5      64.0          (25.6  )      225.7
Depreciation
and                 32.7       14.7     5.8      10.3        14.7        78.2   
amortization
(b)
                                                                               
Adjusted EBITDA   $  167.6    $  50.6    $ 22.3   $  74.3      $  (10.9  )   $  303.9  
                                                                               
                                                                               
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 April 1, 2012
(Unaudited)
($ in 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        $   35.6     $  14.8    $ 21.2   $    -        $  (100.1 )   $  (28.7  )
adjusted (a)
                                                                               
Pre-acquisition       -           -         -           36.7        -             36.7
earnings of HHI
Income tax            -           -         -           -           16.8          16.8
expense
Interest              -           -         -           -           69.3          69.3
expense
Acquisition and
integration           1.2         2.3       0.6         -           0.1           4.3
related charges
Restructuring
and related          5.0        1.9      0.4        -          0.5         7.8    
charges
                                                                               
Adjusted EBIT         41.8        19.0      22.2        36.7        (13.4  )      106.2
Depreciation
and                  15.4       7.1     3.0        -          6.8         32.3   
amortization
(b)
                                                                               
Adjusted EBITDA   $   57.2     $  26.1    $ 25.2   $    36.7     $  (6.6   )   $  138.5  
                                                                               
                                                                               
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 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 six months ended April 1, 2012
(Unaudited)
($ in 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        $   125.6    $  27.9    $ 14.8   $    -        $  (183.8 )   $  (15.5  )
adjusted (a)
                                                                               
Pre-acquisition       -           -         -           77.6        -             77.6
earnings of HHI
Income tax            -           -         -           -           44.1          44.1
expense
Interest              -           -         -           -           110.4         110.4
expense
Acquisition and
integration           5.1         5.2       1.0         -           0.7           12.0
related charges
Restructuring
and related          8.2        1.9      0.5        -          4.7         15.4   
charges
                                                                               
Adjusted EBIT         138.9       35.0      16.3        77.6        (23.9  )      243.9
Depreciation
and                  30.5       13.1     5.8        -          11.3        60.6   
amortization
(b)
                                                                               
Adjusted EBITDA   $   169.4    $  48.1    $ 22.1   $    77.6     $  (12.6  )   $  304.5  
                                                                               
                                                                               
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 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.
Pro Forma Net Sales Comparison
For the three and six months ended March 31, 2013 and April 1, 2012
(Unaudited)
($ in millions)
                                                                     
             THREE MONTHS                    SIX MONTHS
             F2013     F2012     INC(DEC)%   F2013       F2012       INC(DEC)%
Spectrum
Brands       $ 987.8   $ 746.3   32.4   %    $ 1,858.0   $ 1,595.1   16.5  %
Holdings,
Inc.
HHI (a)       -        232.2               191.8      463.9
                                                                     
Pro Forma    $ 987.8   $ 978.5   1.0    %    $ 2,049.8   $ 2,059.0   (0.4  )%
Net Sales
                                                                     
(a) For all periods presented, net sales for HHI have been restated to reflect
the acquisition as if it occurred at the beginning of the period presented.

                                        
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)
($ in millions)
                                                  
Forecasted:
                                                  
Net Cash provided from Operating                  $         310 - 320
Activities
                                                  
Purchases of property, plant and                           (70) - (80)
equipment
                                                  
Free Cash Flow                                    $         240

Contact:

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