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Spectrum Brands Holdings Reports Record Fiscal 2013 Third Quarter Results

  Spectrum Brands Holdings Reports Record Fiscal 2013 Third Quarter Results

Reaffirms Outlook for 4^th Consecutive Year of Record Profitability for Legacy
  Business, Including Expected Net Sales and Profit Growth in Fourth Quarter

   Estimates Higher Fiscal 2013 Total Company Revenues of $4,060 Million to
  $4,100 Million and Adjusted EBITDA of $640 Million to $650 Million Versus
                         Comparable Prior Year Period

 Continues Stated Objective of Debt Paydown with Announcement of $100 Million
                             Term Debt Reduction

  Expects to Lower Cost of Capital and Reduce Cash Interest Expense Through
        Planned Refinancing of $950 Million, 9.5% Senior Secured Notes

 Announces New Board Authorization to Repurchase Up to $200 Million of Common
                                    Stock

Business Wire

MADISON, Wis. -- August 6, 2013

Spectrum Brands Holdings, Inc. (NYSE: SPB), a global and diversified consumer
products company with market-leading brands, today reported record fiscal 2013
third quarter results for the period ended June 30, 2013.

The Company reaffirmed its outlook for a fourth consecutive year of record
profitability for its legacy business, including expectations for net sales
and profit growth in the fourth quarter of fiscal 2013. Spectrum Brands
estimated higher fiscal 2013 total Company net sales of $4,060 million to
$4,100 million and adjusted EBITDA of $640 million to $650 million versus the
comparable prior year period.

Separately, the Company announced plans to refinance its $950 million of 9.5
percent senior secured notes due 2018, which is expected to result in a lower
cost of capital and reduced cash interest expense. The Company also announced
the approval by its Board of Directors for a new $200 million common stock
repurchase program, effective for 24 months. The Company also said it had
completed $100 million of term debt reduction to date and reaffirmed its
program to significantly reduce debt and delever its balance sheet.

Third Quarter Fiscal 2013 Results Highlights:

  *Net sales of $1.09 billion, including the HHI acquisition, increased 32.1
    percent in third quarter of fiscal 2013 versus $824.8 million a year ago;
    including HHI in last year’s fiscal third quarter on a pro forma basis,
    net sales increased 1.1 percent.
  *HHI delivered improved quarter-over-quarter results in second full quarter
    since its acquisition on December 17, 2012.
  *Net income of $36.1 million and diluted income per share of $0.69 in third
    quarter of fiscal 2013 decreased versus net income of $58.7 million and
    diluted income per share of $1.13 in the third quarter of fiscal 2012,
    primarily due to increased interest expense attributable to the HHI
    acquisition, a $20 million swing to a tax expense from a tax benefit,
    higher non-cash stock compensation expense and higher restructuring and
    related charges.
  *Adjusted diluted earnings per share, a non-GAAP measure, of $0.90 in the
    third quarter of fiscal 2013 declined from $1.12 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.
  *Adjusted EBITDA, a non-GAAP measure, of $188.5 million in third quarter of
    fiscal 2013 increased 1.9 percent compared to $185.0 million a year ago,
    including HHI in the prior year period on a pro forma basis; excluding the
    negative impact of foreign exchange, adjusted EBITDA in the third quarter
    increased 3.0 percent.
  *Adjusted EBITDA margin, a non-GAAP measure, in third quarter of fiscal
    2013 of 17.3 percent was higher compared to 17.2 percent in the prior
    year, including HHI in the prior year period on a pro forma basis;
    adjusted EBITDA margin for legacy business of 16.8 percent reached
    all-time record quarterly level.
  *Legacy Spectrum Brands, which excludes the HHI business, reported adjusted
    EBITDA of $135.5 million in the third quarter of fiscal 2013, which
    represented the 11^th consecutive quarter of year-over-year adjusted
    EBITDA growth; excluding the negative impact of foreign exchange, legacy
    Spectrum Brands’ adjusted EBITDA grew 3.9 percent versus $132.5 million in
    the year-ago quarter.
  *Company estimates increased net sales and adjusted EBITDA in the fourth
    quarter as compared to last year, including HHI in the prior year period
    on a pro forma basis; legacy business net sales and adjusted EBITDA in
    fourth quarter also expected to increase.
  *Company estimates higher total Company fiscal 2013 net sales of $4,060
    million to $4,100 million and adjusted EBITDA of $640 million to $650
    million versus the comparable prior year period.
  *Fiscal 2013 net cash provided from operating activities after purchases of
    property, plant and equipment (free cash flow) expected to be at least
    $240 million, net of HHI acquisition costs.
  *Company on schedule to use its strong free cash flow, enhanced by the HHI
    acquisition, to reduce debt by approximately $200 million and delever its
    balance sheet in the fourth quarter of fiscal 2013, consistent with the
    seasonality of its cash flows.

“We’re pleased to report record net sales and adjusted EBITDA for the third
quarter,” said Dave Lumley, Chief Executive Officer of Spectrum Brands
Holdings. “HHI, our new acquisition, posted another quarter of double-digit
net sales growth at 13 percent. Our third quarter adjusted EBITDA of $188.5
million, including HHI, increased 2 percent, or 3 percent on a constant
currency basis, with an adjusted EBITDA margin at a solid 17.3 percent.

“Of particular note is our 11^th consecutive quarter of year-over-year
adjusted EBITDA growth for legacy Spectrum Brands, a record that dates to the
first quarter of fiscal 2011,” Mr. Lumley said. “Focused spending, strong
control of variable costs, increased savings from continuous improvement
programs across all divisions globally, and growth in Europe helped the legacy
business offset negative foreign currency impacts and difficult macro-economic
conditions to deliver a 2.3 percent increase in adjusted EBITDA, and 3.9
percent on a constant currency basis. Legacy Spectrum Brands’ adjusted EBITDA
margin in the third quarter also grew to a record quarterly level of 16.8
percent.

“It is important to note that this record quarterly profitability and margin
performance was achieved even as we continue to make important, timely and
major investments in Remington personal care consumables, global e-commerce,
battery performance and production, and HHI new product development and
marketing, all of which will help drive future growth.

“We expect to finish this year on a strong note and are projecting higher net
sales and adjusted EBITDA for both the fourth quarter and for fiscal 2013
versus comparable prior year periods,” Mr. Lumley said. “Helping to drive the
improved performance will be increased store traffic and optimism for
value-branded sales in the back-to-school season time frame, 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.

“We announced other very important news this morning,” Mr. Lumley said. “We
plan to refinance our $950 million of 9.5 percent senior secured notes due
2018 and our Board of Directors has approved a new $200 million common stock
repurchase program, effective for 24 months. We also announced $100 million of
term debt reduction to date and reaffirmed our program to significantly reduce
debt and delever our balance sheet.

“We remain committed to creating greater shareholder value,” he continued,
“with a focus on growing our adjusted EBITDA, aggressively paying down debt
and deleveraging, and maximizing sustainable free cash flow.”

Fiscal 2013 Third Quarter Consolidated Financial Results

Spectrum Brands Holdings reported consolidated net sales of $1.09 billion for
the third quarter of fiscal 2013, an increase of 32.1 percent compared to
$824.8 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 $3.2 million of foreign exchange. Including the
prior year’s third quarter results for HHI, net sales of $1.09 billion in the
third quarter of fiscal 2013 increased 1.1 percent compared to the year-ago
quarter.

Excluding HHI, net sales for legacy Spectrum Brands of $804.6 million in the
third quarter of fiscal 2013 decreased 2.5 percent versus $824.8 million in
the prior-year quarter. The sales decline was entirely attributable to the
planned and continuing exit of low-margin promotions in North America small
appliances which totaled approximately $10 million and a $10 million decline
in Home and Garden segment revenues due to timing as the very late arrival of
warm, dry weather delayed the start of the spring selling season, pushing
revenues into July.

Gross profit and gross profit margin for Spectrum Brands for the third quarter
of fiscal 2013 of $382.7 million and 35.1 percent, respectively, compared to
$291.7 million and 35.4 percent last year.

Spectrum Brands reported GAAP net income of $36.1 million, or $0.69 diluted
income per share, for the third quarter of fiscal 2013 on average shares and
common stock equivalents outstanding of 52.7 million. In the third quarter of
fiscal 2012, the Company reported net income of $58.7 million, or $1.13
diluted income per share on average shares and common stock equivalents
outstanding of 51.8 million. Adjusted for certain items in both years’ third
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
$0.90, a non-GAAP measure, for the third quarter of fiscal 2013 compared with
$1.12 in last year’s third 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 $188.5 million in the third quarter of
fiscal 2013 increased 2.0 percent compared to $185.0 million a year ago,
including the acquired HHI business in the prior year period on a pro forma
basis. Adjusted EBITDA as a percentage of net sales was 17.3 percent compared
to 17.2 percent in last year’s third quarter. Legacy Spectrum Brands’ adjusted
EBITDA of $135.5 million in the third quarter of 2013 represented the 11^th
consecutive quarter of year-over-year adjusted EBITDA growth, starting with
the first quarter of fiscal 2011. Excluding the negative impact of $2.1
million of foreign exchange, legacy Spectrum Brands adjusted EBITDA in the
third quarter of 2013 increased 3.9 percent versus $132.5 million in the prior
year. Adjusted EBITDA as a percentage of net sales for legacy Spectrum Brands
in the third quarter improved to a record quarterly level of 16.8 percent
compared to 16.1 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 Nine Months Consolidated Financial Results

Consolidated net sales of $2.95 billion for the nine months of fiscal 2013
increased 21.8 percent compared with $2.42 billion for the same period in
fiscal 2012. The increase was the result of the HHI acquisition. Including HHI
as if part of the Company in both years’ nine months, pro forma net sales of
$3.14 billion were essentially unchanged compared with last year.

The Company reported a GAAP net loss of $18.5 million, or $0.36 diluted loss
per share, for the nine months of fiscal 2013 on average shares and common
stock equivalents outstanding of 52.0 million. In the nine months of fiscal
2012, the Company reported net income of $43.1 million, or $0.83 diluted
income per share, on average shares and common stock equivalents outstanding
of 52.1 million. Adjusted for certain items in both years’ nine 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 $2.12, a non-GAAP measure,
for the nine months of fiscal 2013 compared with $2.44 in last year’s nine
months. The decrease was primarily due to an increase in non-cash stock
compensation expense driven by employee stock-based award programs.

Fiscal 2013 nine months consolidated adjusted EBITDA was $492.4 million
compared to consolidated adjusted EBITDA for the nine months of fiscal 2012 of
$489.6 million, which includes the results of HHI as if acquired by Spectrum
Brands at the beginning of each nine month period.

Fiscal 2013 Third Quarter Segment Level Data

Global Batteries & Appliances

The Global Batteries & Appliances segment reported fiscal 2013 third quarter
net sales of $491.6 million, a decline of 1.8 percent versus $500.7 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 approximately $10 million. Fiscal 2013 third quarter
segment sales were negatively impacted by $1.5 million of foreign exchange.
Excluding the negative foreign exchange impact, net sales for the segment
declined 1.5 percent quarter-over-quarter.

Global battery sales for the third quarter were $207.3 million, a 1.9 percent
decrease compared to $211.3 million for the third quarter of fiscal 2012.
Excluding the negative foreign exchange impact of $0.7 million, global battery
sales declined 1.5 percent in the third quarter. In North America, Rayovac®
market share increased quarter-over-quarter, even as key retailers tightened
inventory levels and reorder rates and aggressive competitor discounting
increased. Double-digit sales growth was achieved in a key, non-Nielsen
measured channel. Continued growth in the European battery business  was
driven by new retailer customers and expansion into new channels. The Latin
America battery business was adversely impacted by decreased exports to
Venezuela.

Net sales for the global personal care product category of $115.5 million in
the third quarter of fiscal 2013 were essentially unchanged versus $116.3
million in the comparable period last year. Significantly increased revenues
in Europe nearly offset lower net sales in Latin America and North America
predominantly due to a one-time shaving and grooming category shelf space
reduction at a major retailer. Significant investments continued in the
quarter for the global personal care segment’s consumables business to drive
growth in fiscal 2014 and beyond.

The small appliances product category reported net sales in the third quarter
of fiscal 2013 of $168.7 million, a decrease of 2.6 percent compared to $173.2
million in the third quarter of fiscal 2012. Higher net sales in Europe and
Latin America nearly offset expected 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 nearly 350 basis point improvement
in North American small appliance gross margins quarter-over-quarter, which
followed 330 basis point and 450 basis point improvements in gross margin
percentage from this strategic initiative in the first and second quarters of
fiscal 2013, respectively. Excluding the negative foreign exchange impact of
$0.6 million, net sales for the small appliances product category decreased
2.2 percent.

With segment net income, as adjusted, of $32.2 million, the Global Batteries &
Appliances segment reported adjusted EBITDA of $58.7 million for the third
quarter of fiscal 2013 compared to adjusted EBITDA of $61.2 million in the
year-earlier quarter, when segment net income was $40.9 million. Excluding an
unfavorable foreign exchange impact of $1.8 million, segment adjusted EBITDA
decreased 1.1 percent in this year’s third quarter.

Global Pet Supplies

The Global Pet Supplies segment reported net sales of $156.4 million for the
third quarter of fiscal 2013 compared to $157.5 million last year. Increased
North America aquatics net sales were offset by lower European aquatics
revenues, while companion animal product net sales were unchanged. Excluding
an unfavorable foreign exchange impact of $1.7 million, net sales were
essentially unchanged versus the prior year’s quarter.

Segment net income, as adjusted, was $24.5 million for the third quarter of
fiscal 2013 versus $18.8 million a year ago. Third quarter adjusted EBITDA of
$33.7 million increased 15.0 percent compared to $29.3 million in fiscal 2012
as a result of aggressive spending controls and reductions, an increase in
cost improvements and select pricing actions. The adjusted EBITDA margin as a
percentage of net sales improved to 21.5 percent in the third quarter versus
18.6 percent last year. Excluding a negative foreign exchange impact of $0.9
million, segment adjusted EBITDA increased 18.1 percent in this year’s third
quarter.

Home and Garden

The Home and Garden segment reported third quarter net sales of $156.6
million, a decrease of 6.0 percent compared to record third quarter revenues
of $166.6 million in fiscal 2012. Higher lawn and garden control sales due to
a late start to spring were more than offset by lower household insect control
sales driven by the later arrival of warmer weather. The Home and Garden
segment’s major selling season occurs in the spring and summer months,
primarily April through August or early September.

The segment recorded fiscal 2013 third quarter net income, as adjusted, of
$42.8 million versus $44.0 million in the prior year’s quarter. Despite the
lower revenues, the Home and Garden segment’s third quarter adjusted EBITDA of
$46.0 million declined only modestly compared to $47.5 million a year ago.
Importantly, however, adjusted EBITDA margin as a percentage of net sales in
the third quarter increased to 29.4 percent versus 28.5 percent last year.

Significantly higher month-over-month POS and retailer orders in July for
household insect control products and outdoor repellents signal a strong
fourth quarter finish to the fiscal year for the Home and Garden segment.

Hardware & Home Improvement

In its second full quarter since its acquisition by Spectrum Brands on
December 17, 2012, the Hardware & Home Improvement (HHI) segment recorded net
sales of $285.2 million, an increase of 12.7 percent compared to $253.0
million as if combined with Spectrum Brands in the year-ago quarter. The
revenue growth was driven by double-digit improvements in HHI’s U.S.
residential security and plumbing categories. The segment recorded net income,
as adjusted, of $40.1 million in the third quarter of fiscal 2013. Adjusted
EBITDA in the third quarter of fiscal 2013 was $53.0 million compared to $52.5
million last year.

Liquidity and Debt Reduction

Spectrum Brands completed the third quarter of fiscal 2013 on June 30, 2013
with a solid liquidity position, including a cash balance of approximately $99
million and approximately $70 million drawn on its ABL facility.

As of the end of the third quarter of fiscal 2013, the Company had
approximately $3,230 million of debt outstanding at par, consisting of its ABL
facility of $70 million, a senior secured Term Loan of $757 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 $63 million of capital leases and
other obligations. In addition, the Company had approximately $38 million of
letters of credit outstanding.

The Company has made approximately $100 million of payments through July on
its term debt and expects to make additional term debt payments in the fourth
quarter with its strong free cash flow to reduce term debt by at least $200
million for the year 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, prior to any impact of the planned refinancing of its $950
million of 9.5 percent senior secured notes.

Fiscal 2013 Outlook

Including HHI from its December 17, 2012 acquisition date, Spectrum Brands
expects fiscal 2013 net sales of between $4,060 million and $4,100 million and
adjusted EBITDA of between $640 million and $650 million. Free cash flow, net
of HHI acquisition costs, is expected to be approximately $240 million. Fiscal
2013 capital expenditures are projected to be approximately $70 million to $80
million.

Conference Call/Webcast Scheduled for 9:00 AM Eastern Time Today

Spectrum Brands will host an earnings conference call and webcast at 9:00 a.m.
Eastern Time today, August 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 17711254. 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,
August 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 and nine months ended June 30,
2013 versus the three months and nine months ended July 1, 2012. See attached
Table 6, “Reconciliation of Forecasted Cash Flow from Operating Activities to
Forecasted 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 nine months ended June 30, 2013 and July 1, 2012
(Unaudited)
($ in millions, except per share amounts)
                                                                        
                                                                                 
                    THREE MONTHS                     NINE MONTHS
                    F2013       F2012       INC        F2013         F2012       INC
                                            %                                    %
Net sales           $ 1,089.8   $ 824.8     32.1 %     $ 2,947.8     $ 2,419.9   21.8 %
Cost of goods         706.1       531.1                  1,949.3       1,575.8
sold
Restructuring
and related          1.0        2.0                  4.7        8.3
charges
Gross profit          382.7       291.7     31.2 %       993.8         835.8     18.9 %
                                                                                 
Selling               165.2       129.9                  465.0         391.5
General and           70.4        50.9                   197.6         158.1
administrative
Research and          11.5        8.5                    31.5          23.8
development
Acquisition and
integration           7.7         5.3                    40.5          20.6
related charges
Restructuring
and related          12.2       1.9                  23.0       7.6
charges
                                                                                 
Total operating      267.0      196.5                757.6       601.6
expenses
                                                                                 
Operating             115.7       95.2                   236.2         234.2
income
                                                                                 
Interest              61.5        39.7                   191.8         150.1
expense
Other expense,       2.6        2.2                  7.9        2.2
net
                                                                                 
Income from
continuing
operations            51.6        53.3                   36.5          81.9
before income
taxes
                                                                                 
Income tax
expense              15.2       (5.4  )               54.9       38.8
(benefit)
                                                                                 
Net income            36.4        58.7                   (18.4   )     43.1
(loss)
                                                                                 
Less: Net
income
attributable to      0.3        —                    0.1        —
non-controlling
interest
                                                                                 
Net income
(loss)
attributable to     $ 36.1      $ 58.7                $ (18.5   )  $ 43.1
controlling
interest
                                                                                 
Average shares        52.1        51.3                   52.0          51.7
outstanding (a)
                                                                                 
Basic income
(loss) per
share               $ 0.69      $ 1.14                 $ (0.36   )   $ 0.83
attributable to
controlling
interest
                                                                                 
Average shares
and common
stock                 52.7        51.8                   52.0          52.1
equivalents
outstanding (a)
(b)
                                                                                 
Diluted income
(loss) per
share               $ 0.69      $ 1.13                 $ (0.36   )   $ 0.83
attributable to
controlling
interest
                                                                                 
Cash dividends
declared per        $ 0.25      $ —                    $ 0.50        $ —
common share

(a) Per share figures calculated prior to rounding.

(b) For the nine months ended June 30, 2013, 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 nine months ended June 30, 2013 and July 1, 2012
(Unaudited)
($ in millions)
                                                               
Supplemental Financial Data      F2013       F2012
Cash and cash equivalents        $ 99.0      $ 62.4
                                                                     
Trade receivables, net           $ 479.3     $ 342.4
Days Sales Outstanding (a)         39          39
                                                                     
Inventory                        $ 707.3     $ 552.5
Inventory Turnover (b)             4.0         4.0
                                                                     
Total debt                       $ 3,226.1   $ 1,827.1
                                                                     
                                 THREE MONTHS            NINE MONTHS
Supplemental Cash Flow Data      F2013       F2012       F2013       F2012
                                                                     
Depreciation and
amortization, excluding          $ 54.5      $ 30.4      $ 132.7     $ 91.0
amortization of debt
issuance costs
                                                                     
Capital expenditures             $ 24.5      $ 14.5      $ 45.2      $ 33.1
                                                                     
                                 THREE MONTHS            NINE MONTHS
Supplemental Segment Sales &     F2013       F2012       F2013       F2012
Profitability
                                                                     
Net Sales
Global Batteries &               $ 491.6     $ 500.7     $ 1,626.2   $ 1,670.0
Appliances
Global Pet Supplies                156.4       157.5       456.6       449.0
Home and Garden                    156.6       166.6       289.1       300.9
Hardware & Home Improvement       285.2      —          575.9      —
Total net sales                  $ 1,089.8   $ 824.8     $ 2,947.8   $ 2,419.9
                                                                     
Segment Profit
Global Batteries &               $ 44.9      $ 47.1      $ 181.7     $ 185.7
Appliances
Global Pet Supplies                26.5        22.5        62.8        57.8
Home and Garden                    43.1        44.2        59.6        60.5
Hardware & Home Improvement       43.0       —          46.5       —
Total segment profit               157.5       113.8       350.6       304.0
                                                                     
Corporate                          20.9        9.4         46.2        33.3
Acquisition and integration        7.7         5.3         40.5        20.6
related charges
Restructuring and related          13.2        3.9         27.7        15.9
charges
Interest expense                   61.5        39.7        191.8       150.1
Other expense, net                2.6        2.2        7.9        2.2
                                                                     
Income from continuing
operations before income         $ 51.6      $ 53.3      $ 36.5      $ 81.9
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 during the period.


Table 3
SPECTRUM BRANDS HOLDINGS, INC.
Reconciliation of GAAP Diluted Income (Loss) Per Share to Adjusted Diluted
Earnings Per Share
For the three and nine months ended June 30, 2013 and July 1, 2012
(Unaudited)
                                                                     
                                                                           
                    THREE MONTHS                    NINE MONTHS           
                    F2013         F2012             F2013         F2012
Diluted loss
per share, as       $ 0.69        $ 1.13            $ (0.36 )     $ 0.83
reported
                                                                           
Adjustments,
net of tax:
Pre-acquisition       —             0.33    (a)       0.06    (a)   0.62   (a)
earnings of HHI
Acquisition and
integration           0.10    (b)   0.07    (d)       0.50    (c)   0.26   (e)
related charges
Restructuring
and related           0.16    (f)   0.05    (g)       0.34    (f)   0.20   (g)
charges
Debt
refinancing           —             —                 0.36    (h)   0.34   (i)
costs
Purchase
accounting            —             —                 0.39    (j)   —
inventory
adjustment
Venezuela             —             —                 0.02    (k)   —
devaluation
Income taxes         (0.05 ) (l)  (0.46 ) (m)      0.81   (l)  0.19   (m)
                      0.21          (0.01 )           2.48          1.61
                                                                           
Diluted income
per share, as       $ 0.90       $ 1.12           $ 2.12       $ 2.44
adjusted

(a) For the nine months ended June 30, 2013 and the three and nine months
ended July 1, 2012, reflects $3.2 million, $17.3 million and $32.2 million,
net of tax, of pre-acquisition earnings related to the acquired HHI business.
The Pre-acquisition earnings of HHI do not include the TLM Taiwan business as
stand alone financial data is not available for the periods presented. The TLM
Taiwan business is not deemed material to the Company's operating results.

(b) For the three months ended June 30, 2013, reflects $5.0 million, net of
tax, of Acquisition and integration related charges, as follows: (i) $4.1
million related to the acquisition of the HHI Business, consisting primarily
of legal and professional fees; (ii) $0.2 million related to the acquisition
of FURminator, consisting of integration costs; (iii) $0.4 million related to
the Merger with Russell Hobbs, consisting of integration costs; and (iv) $0.3
million related to the acquisition of Shaser and other acquisition activity,
consisting of legal and professional fees.

(c) For the nine months ended June 30, 2013, reflects $26.4 million, net of
tax, of Acquisition and integration related charges, as follows: (i) $20.2
million related to the acquisition of the HHI Business, consisting primarily
of legal and professional fees; (ii) $2.9 million related to the acquisition
of Shaser, consisting of integration and legal and professional fees; (iii)
$1.8 million related to the Merger with Russell Hobbs, consisting of
integration costs; and (iv) $1.5 million related to the acquisition of
FURminator and other acquisition activity, consisting of integration costs.

(d) For the three months ended July 1, 2012, reflects $3.4 million, net of
tax, of Acquisition and integration related charges as follows: (i) $1.9
million related to the merger with Russell Hobbs which consisted primarily of
integration costs; (ii) $1.1 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.

(e) For the nine months ended July 1, 2012, reflects $13.4 million, net of
tax, of Acquisition and integration related charges as follows: (i) $7.6
million related to the merger with Russell Hobbs which consisted primarily of
integration costs; (ii) $4.1 million related to the acquisition of FURminator,
consisting primarily of legal and professional fees; and (iii) $1.7 million
related to the acquisition of Black Flag and other acquisition activity,
consisting primarily of legal and professional fees.

(f) For the three and nine months ended June 30, 2013, reflects $8.6 million
and $18.0 million, net of tax, respectively, of Restructuring and related
charges primarily related to the Global Cost Reduction Initiatives announced
in Fiscal 2009.

(g) For the three and nine months ended July 1, 2012, reflects $2.5 million
and $10.3 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 nine months ended June 30, 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.

(i) For the nine months ended July 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.

(j) For the nine months ended June 30, 2013, reflects a $20.2 million, net of
tax, 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.

(k) For the nine months ended June 30, 2013, reflects an adjustment of $1.3
million, net of tax, related to the devaluation of the Venezuelan Bolivar
Fuerte.

(l) For the three and nine months ended June 30, 2013, reflects adjustments to
income tax expense of $(2.9) million and $42.2 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.

(m) For the three and nine months ended July 1, 2012, reflects adjustments to
income tax expense of $(24.0) million and $10.1 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 June 30, 2013
(Unaudited)
($ in millions)
                                                                         
                                                                                 
                    Global                                                       Consolidated
                    Batteries    Global     Home &   Hardware &    Corporate /   Spectrum
                    &            Pet        Garden   Home          Unallocated   Brands
                    Appliances   Supplies            Improvement   Items (a)     Holdings,
                                                                                 Inc.
                                                                                 
Net income
(loss)
attributable to     $  32.4      $  24.5    $ 42.8   $    39.6     $  (103.2 )   $    36.1
controlling
interest, as
adjusted (a)
Net income
attributable to       (0.2  )     —        —          0.5        —             0.3
non-controlling
interest
Net income
(loss) as              32.2         24.5      42.8        40.1        (103.2 )        36.4
adjusted (a)
                                                                                 
Income tax             —            —         —           —           15.2            15.2
expense
Interest               —            —         —           —           61.5            61.5
expense
Acquisition and
integration            1.2          0.4       0.1         1.2         4.8             7.7
related charges
Restructuring
and related           8.3        1.4      0.2        2.3        1.0           13.2
charges
                                                                                 
Adjusted EBIT          41.7         26.3      43.1        43.6        (20.7  )        134.0
Depreciation
and                   17.0       7.4     2.9       9.4        17.8          54.5
amortization
(b)
                                                                                 
Adjusted EBITDA     $  58.7     $  33.7    $ 46.0  $    53.0     $  (2.9   )   $    188.5

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 nine months ended June 30, 2013
(Unaudited)
($ in millions)
                                                                         
                                                                                 
                    Global                                                       Consolidated
                    Batteries    Global     Home &   Hardware &    Corporate /   Spectrum
                    &            Pet        Garden   Home          Unallocated   Brands
                    Appliances   Supplies            Improvement   Items (a)     Holdings,
                                                                                 Inc.
                                                                                 
Net income
(loss)
attributable to     $  159.1     $  51.1    $ 59.0   $   36.7      $  (324.4 )   $  (18.5  )
controlling
interest, as
adjusted (a)
Net loss
attributable to       (0.4  )     —        —         0.5         —           0.1    
non-controlling
interest
Net income
(loss), as             158.7        51.1      59.0       37.2         (324.4 )      (18.4  )
adjusted (a)
                                                                                 
Pre-acquisition
earnings of HHI        —            —         —          30.3         —             30.3
(b)
Income tax             —            —         —          —            54.9          54.9
expense
Interest               —            —         —          —            191.7         191.7
expense
Acquisition and
integration            4.4          1.6       0.1        4.1          30.3          40.5
related charges
Restructuring
and related            11.5         9.5       0.5        5.0          1.2           27.7
charges
HHI Business
inventory fair         —            —         —          31.0         —             31.0
value
adjustment
Venezuela             2.0        —        —         —           —           2.0    
devaluation
                                                                                 
Adjusted EBIT          176.6        62.2      59.6       107.6        (46.3  )      359.7
Depreciation
and                   49.7       22.0    8.7      19.7        32.6        132.7  
amortization
(c)
                                                                                 
Adjusted EBITDA     $  226.3    $  84.2    $ 68.3  $   127.3     $  (13.7  )   $  492.4  

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) The Pre-acquisition earnings of HHI do not include the TLM Taiwan business
as stand alone financial data is not available for the periods presented. The
TLM Taiwan business is not deemed material to the Company's operating results.

(c) 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 July 1, 2012
(Unaudited)
($ in millions)
                                                                          
                                                                                   
                    Global                                                         Consolidated
                    Batteries    Global       Home &   Hardware &    Corporate /   Spectrum
                    &            Pet          Garden   Home          Unallocated   Brands
                    Appliances   Supplies              Improvement   Items (a)     Holdings,
                                                                                   Inc.
                                                                                   
Net income
(loss), as          $   40.9     $  18.8      $ 44.0   $    —        $  (44.9  )   $  58.7
adjusted (a)
                                                                                   
Pre-acquisition
earnings of HHI         —           —           —           52.5        —             52.5
(b)
Income tax              —           —           —           —           (5.4   )      (5.4   )
benefit
Interest                —           —           —           —           39.7          39.7
expense
Acquisition and
integration             3.0         1.7         —           —           0.5           5.2
related charges
Restructuring
and related            1.8        1.7        0.2        —          0.1         3.9    
charges
                                                                                   
Adjusted EBIT           45.7        22.2        44.2        52.5        (10    )      154.6
Depreciation
and                    15.5       7.1        3.3        —          4.5         30.4   
amortization
(c)
                                                                                   
Adjusted EBITDA     $   61.2     $  29.3      $ 47.5   $    52.5    $  (5.5   )   $  185.0  

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) The Pre-acquisition earnings of HHI do not include the TLM Taiwan business
as stand alone financial data is not available for the periods presented. The
TLM Taiwan business is not deemed material to the Company's operating results.

(c) 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 nine months ended July 1, 2012
(Unaudited)
($ in millions)
                                                                         
                                                                                 
                    Global                                                       Consolidated
                    Batteries    Global     Home &   Hardware &    Corporate /   Spectrum
                    &            Pet        Garden   Home          Unallocated   Brands
                    Appliances   Supplies            Improvement   Items (a)     Holdings,
                                                                                 Inc.
                                                                                 
Net income
(loss), as          $ 166.4      $ 46.7     $ 58.7   $ —           $ (228.9)     $ 43.1
adjusted (a)
                                                                                 
Pre-acquisition
earnings of HHI     —            —          —        130.1         —             130.1
(b)
Income tax          —            —          —        —             38.8          38.8
expense
Interest            —            —          —        —             150.1         150.1
expense
Acquisition and
integration         11.2         3.6        0.6      —             5.2           20.6
related charges
Restructuring
and related         7.0          6.9        1.2      —             0.9           15.9
charges
                                                                                 
Adjusted EBIT       184.6        57.2       60.5     130.1         (33.9)        398.6
Depreciation
and                 46.0         20.2       9.1      —             15.8          91.0
amortization
(c)
                                                                                 
Adjusted EBITDA     $ 230.6      $ 77.4     $ 69.6   $ 130.1      $ (18.1)      $ 489.6

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) The Pre-acquisition earnings of HHI do not include the TLM Taiwan business
as stand alone financial data is not available for the periods presented. The
TLM Taiwan business is not deemed material to the Company's operating results.

(c) 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 nine months ended June 30, 2013 and July 1, 2012
(Unaudited)
(In millions)
                                                                            
                        THREE MONTHS                           NINE MONTHS
                        F2013         F2012         INC %      F2013         F2012         INC %
                                                                                           
Spectrum Brands
Holdings, Inc.          $ 1,089.8     $ 824.8       32.1 %     $ 2,947.8     $ 2,419.9     21.8 %
Net sales - as
reported
HHI
pre-acquisition           —             253.0                    191.8         716.9
Net sales (a)
                                                                          
Pro Forma Net           $ 1,089.8     $ 1,077.8     1.1  %     $ 3,139.6     $ 3,136.8     0.1  %
Sales

(a) Net sales have been adjusted to reflect the acquisition of HHI as if it
occurred at the beginning of each period presented. HHI pre-acquisition Net
sales do not include the TLM Taiwan business as stand alone financial data is
not available for the periods presented. The TLM Taiwan business is not deemed
material to the Company's operating results.


Table 6
SPECTRUM BRANDS HOLDINGS, INC.
Reconciliation of Forecasted Cash Flow from Operating Activities to Forecasted
Free Cash Flow
For the twelve months ended 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
                                                            

Table 7
SPECTRUM BRANDS HOLDINGS, INC.
Reconciliation of Forecasted Net Income to Forecasted Adjusted EBITDA
For the twelve months ended September 30, 2013
(Unaudited)
($ in millions)
                                                    
Forecasted:
                                                         
Net income                                               $ 125 - 140
                                                         
Income tax expense                                       41
Interest expense                                         230
Acquisition and integration related charges              12
Restructuring and related charges                        19
HHI Business inventory fair value adjustment             31
Venezuela devaluation                                    2
                                                         
Adjusted EBIT                                            $ 460 - 470
                                                         
Depreciation and amortization (a)                        180
                                                         
Adjusted EBITDA                                          $ 640 - 650

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

Contact:

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