Spectrum Brands Holdings Reports Record Fiscal 2013 Results, Meets or Exceeds Full Year Financial Guidance

  Spectrum Brands Holdings Reports Record Fiscal 2013 Results, Meets or
  Exceeds Full Year Financial Guidance

Delivers Fourth Quarter Growth in Net Sales, Adjusted EPS and Adjusted EBITDA

 Expects 5^th Consecutive Year of Record Performance from Legacy Business in
         Fiscal 2014, Along with Higher Results from HHI Acquisition

Net Cash Provided from Operating Activities After Purchases of Property, Plant
 and Equipment (Free Cash Flow) Expected to Grow to At Least $350 Million in
                                 Fiscal 2014

Business Wire

MIDDLETON, Wis. -- November 21, 2013

Spectrum Brands Holdings, Inc. (NYSE: SPB), a global and diversified consumer
products company with market-leading brands, today announced a record
performance for fiscal 2013 ended September 30, 2013 with results that met or
exceeded financial guidance. The Company’s record fiscal 2013 results were
highlighted by a strong fourth quarter, including improved net sales, adjusted
earnings per share and adjusted EBITDA. The Global Pet Supplies and Home and
Garden segments delivered record years in fiscal 2013.

Spectrum Brands said it expects a fifth consecutive year of record
profitability from its legacy business in fiscal 2014 along with continuing
growth from the acquired HHI business. The Company plans to reduce debt by at
least $250 million in fiscal 2014 and expects free cash flow to increase to at
least $350 million, up significantly from a record $254 million in fiscal 2013
and $208 million in fiscal 2012.

Fiscal 2013 Results Highlights:

  *Net sales of $4.09 billion, including the acquired HHI business, increased
    25.6 percent in fiscal 2013 versus $3.25 billion a year ago; including HHI
    on a pro forma basis for all of both fiscal 2013 and fiscal 2012, net
    sales increased 1.2 percent and 1.7 percent excluding the negative impact
    of foreign exchange.
  *Net sales of $1.14 billion in the fourth quarter of fiscal 2013 grew 4.4
    percent versus a year ago, including HHI on a pro forma basis for the
    prior year period; legacy Spectrum Brands, which excludes HHI, reported a
    1.4 percent increase in fiscal 2013 fourth quarter net sales, and 2.1
    percent excluding the negative impact of foreign exchange.
  *Net loss of $55.2 million and diluted loss per share of $1.06 in fiscal
    2013, due entirely to $122.2 million of costs and expenses related to the
    extinguishment of $950 million of senior secured notes in the fourth
    quarter, compared to net income of $48.6 million and diluted income per
    share of $0.91 in fiscal 2012.
  *Adjusted diluted earnings per share, a non-GAAP measure, of $2.98 in
    fiscal 2013 decreased from $3.21 last year, including HHI in the prior
    year period on a pro forma basis, due to a $14.7 million increase in
    non-cash stock compensation expense driven by employee stock-based award
    programs.
  *Adjusted diluted earnings per share in the fourth quarter of fiscal 2013
    increased 6.0 percent to $0.88 versus $0.83 a year earlier, including HHI
    in the prior year period on a pro forma basis.
  *Adjusted EBITDA of $677.1 million in fiscal 2013 grew 1.3 percent compared
    to last year, including HHI as if acquired at the beginning of fiscal
    2012, and 4.7 percent excluding the negative impact of foreign exchange;
    adjusted EBITDA in fiscal 2013 was $646.8 million, excluding the
    pre-acquisition earnings of HHI.
  *Legacy Spectrum Brands delivered record adjusted EBITDA for the 4^th
    consecutive year with growth of 2.1 percent to $495.5 million in fiscal
    2013 versus fiscal 2012, and 6.1 percent excluding the negative impact of
    foreign exchange; legacy business fiscal 2013 adjusted EBITDA margin of
    15.4 percent was a record annual level.
  *Adjusted EBITDA of $184.7 million in the fourth quarter of fiscal 2013
    improved 3.3 percent compared to $178.8 million, including HHI in the
    prior year period on a pro forma basis.
  *Legacy business reported a 3.6 percent increase in adjusted EBITDA to
    $130.3 million in the fourth quarter of fiscal 2013, the 12^th consecutive
    quarter of year-over-year adjusted EBITDA growth; excluding the negative
    impact of foreign exchange, legacy Spectrum Brands’ adjusted EBITDA grew
    10.2 percent versus $125.8 million last year.
  *Strong liquidity position at fiscal 2013 year-end with a cash balance of
    approximately $207 million and zero cash drawn on ABL facility.
  *Fiscal 2014 net cash provided from operating activities after purchases of
    property, plant and equipment (free cash flow) expected to be at least
    $350 million compared to $254 million and $208 million in fiscal 2013 and
    fiscal 2012, respectively.
  *Company expects to use its strong free cash flow to reduce debt by at
    least $250 million and reduce its balance sheet leverage in the second
    half of fiscal 2014, consistent with the seasonality of its cash flows.

“We’re pleased to report record performance for fiscal 2013, including a
strong finish with solid growth in the fourth quarter,” said Dave Lumley,
Chief Executive Officer of Spectrum Brands Holdings. “HHI has delivered
better-than-expected results since its December 17, 2012 acquisition, and its
integration into Spectrum Brands has been smooth and is essentially complete,
months ahead of schedule. Our Global Pet and Home and Garden businesses
reported record years, while Europe was a particularly bright spot in fiscal
2013.

“We executed well on our global operating plans and strategic objectives in
fiscal 2013,” Mr. Lumley said. “At the same time, we overcame significant
adversity in the form of $23 million of negative foreign currency impacts on
our adjusted EBITDA, challenging global economies, sluggish spending by still
cautious and financially stretched consumers, tighter retailer inventory
levels and reorder rates, unusual and disruptive weather patterns, and
sustained and increased competitor discounting and promotions in certain of
our businesses.

“The resilience of our businesses in today’s difficult global environment is a
testament to our operating model, go-to-market strategies, brand strength and
diversity, and strong retailer relationships around the world,” he said. “Our
Spectrum Value Model is working effectively, and we continue to believe that
value is winning with retailers and customers in the marketplace. Our
continuous improvement cost savings in fiscal 2013 reached a record level,
more than offsetting higher product costs and helping us to invest in a stream
of exciting new products, some of which are launching now with more to follow
in the months ahead.

“Our legacy business achieved a fourth consecutive year of adjusted EBITDA
growth and margin improvement in fiscal 2013, while free cash flow increased
to $254 million with expectations for at least $350 million of free cash flow
in fiscal 2014,” he said. “We also met our objective to reduce term debt by
$200 million.

“With our largely non-discretionary, non premium-priced replacement products,”
Mr. Lumley said, “we will continue to pursue volume growth, new retailers,
retail distribution gains, new products, cross-selling opportunities,
geographic expansion, and select pricing actions while maintaining strict
spending controls and achieving investment paybacks from our global cost
improvement initiatives.

“With momentum from our record fiscal 2013 performance and the continuing
accretion from our HHI acquisition, we are focused on delivering yet another
year of steady, measured financial improvement, including a strong increase in
free cash flow, in fiscal 2014,” he said. “Our commitment remains to create
greater shareholder value, with a focus on growing our adjusted EBITDA,
reducing debt and deleveraging, and maximizing sustainable free cash flow.”

Fiscal 2013 Consolidated Financial Results

Spectrum Brands Holdings reported consolidated net sales of $4.09 billion for
fiscal 2013, an increase of 25.6 percent compared to $3.25 billion for fiscal
2012. The improvement was the result of the HHI acquisition completed on
December 17, 2012. Including HHI on a pro forma basis as if a part of the
Company for all of both fiscal years, net sales of $4.28 billion in fiscal
2013 increased 1.2 percent compared to $4.23 billion last year, and 1.7
percent excluding the negative impact of foreign exchange.

Excluding HHI, net sales for legacy Spectrum Brands of $3.22 billion in fiscal
2013 decreased 0.9 percent versus $3.25 billion in fiscal 2012. The sales
decline was primarily attributable to the planned and continuing exit of
low-margin promotions in North American small appliances, which totaled
approximately $45 million, partially offset by record net sales in the Global
Pet Supplies and Home and Garden segments. Excluding the negative impact of
foreign exchange of $18.7 million, net sales for legacy Spectrum Brands were
essentially unchanged.

Gross profit and gross profit margin for fiscal 2013 of $1.39 billion and 34.0
percent, respectively, compared to $1.12 billion and 34.3 percent last year.
The slight decline in gross profit margin was due to a $31 million increase in
cost of goods sold from the sale of inventory that was revalued in connection
with the HHI acquisition, which offset improvements to gross profit from the
exit of low-margin products in North American small appliances. Gross profit
margin for legacy Spectrum Brands in fiscal 2013 increased to 34.8 percent
compared to 34.3 percent in fiscal 2012.

Spectrum Brands reported a GAAP net loss of $55.2 million, or $1.06 diluted
loss per share, for fiscal 2013 on average shares and common stock equivalents
outstanding of 52.0 million. In fiscal 2012, the Company reported net income
of $48.6 million, or $0.91 diluted income per share, on average shares and
common stock equivalents outstanding of 53.3 million. The fiscal 2013 net loss
was due entirely to $122.2 million of costs and expenses related to the
extinguishment of $950 million of senior secured notes in the fourth quarter.
Adjusted for certain items in both fiscal years, 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, a non-GAAP measure, of $2.98 for fiscal 2013, a
decrease compared to $3.21 in the prior year due to a $14.7 million increase
in non-cash stock compensation expense driven by employee stock-based award
programs.

Adjusted EBITDA, a non-GAAP measure, of $677.1 million in fiscal 2013
increased 1.3 percent compared to adjusted EBITDA in fiscal 2012 of $668.4
million, including HHI as if acquired by Spectrum Brands at the beginning of
each fiscal year. Adjusted EBITDA in fiscal 2013 was $646.8 million, excluding
the pre-acquisition earnings of HHI. Excluding the negative impact of foreign
currency, adjusted EBITDA in fiscal 2013 increased 4.7 percent. Adjusted
EBITDA as a percentage of net sales of 15.8 percent was unchanged from the
previous year. For the fourth consecutive year, legacy Spectrum Brands
delivered record adjusted EBITDA for fiscal 2013 of $495.5 million, a 2.1
percent increase compared to $485.3 million in fiscal 2012. Excluding the
negative impact of foreign exchange of $19.2 million, legacy Spectrum Brands’
adjusted EBITDA for fiscal 2013 increased 6.1 percent versus the prior year.
Adjusted EBITDA as a percentage of net sales for legacy Spectrum Brands in
fiscal 2013 improved to a record level of 15.4 percent compared to 14.9
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 Fourth Quarter Consolidated Financial Results

Consolidated net sales of $1.14 billion for the fourth quarter of fiscal 2013
increased 36.6 percent compared to $832.6 million for the same period in
fiscal 2012. The increase was predominantly the result of the HHI acquisition
and, to a lesser degree, higher revenues in the Home and Garden segment.
Including the full prior year’s fourth quarter results for HHI on a pro forma
basis, net sales of $1.14 billion in the fourth quarter of fiscal 2013
increased 4.4 percent compared to $1.09 billion in the year-ago quarter.

Excluding HHI, net sales for legacy Spectrum Brands of $843.9 million in the
fourth quarter of fiscal 2013 increased 1.4 percent versus $832.6 million in
the prior-year quarter as a result of higher revenues in the Home and Garden
segment. Excluding a negative foreign exchange impact of $5.7 million, legacy
Spectrum Brands’ net sales in the fourth quarter of fiscal 2013 increased 2.0
percent.

Due entirely to $122.2 million of costs and expenses related to the
extinguishment of $950 million of senior secured notes, the Company reported a
GAAP net loss of $36.7 million, or $0.70 diluted loss per share, for the
fourth quarter of fiscal 2013 on average shares and common stock equivalents
outstanding of 52.2 million. In the fourth quarter of fiscal 2012, the Company
reported GAAP net income of $5.5 million, or $0.10 diluted income per share,
on average shares and common stock equivalents outstanding of 53.1 million.
Adjusted for certain items in both years’ fourth quarter, which are presented
in Table 3 of this press release, the Company generated adjusted diluted
earnings per share of $0.88 in the fourth quarter of fiscal 2013, an increase
of 6.0 percent compared to $0.83 last year.

Adjusted EBITDA of $184.7 million in the fourth quarter of fiscal 2013
increased 3.3 percent compared to $178.8 million a year ago, including HHI in
the prior year period on a pro forma basis. Legacy Spectrum Brands adjusted
EBITDA of $130.3 million in the fourth quarter of fiscal 2013 increased 3.6
percent versus the prior year and represented the 12^th consecutive quarter of
year-over-year adjusted EBITDA growth, starting with the first quarter of
fiscal 2011. Excluding the negative impact of foreign exchange of $8.3
million, legacy Spectrum Brands’ adjusted EBITDA in the fourth quarter of 2013
increased 10.2 percent versus $125.8 million in the prior year. Adjusted
EBITDA as a percentage of net sales for legacy Spectrum Brands in the fourth
quarter improved to 15.4 percent compared to 15.1 percent last year.

Fiscal 2013 Fourth Quarter Segment Level Data

Global Batteries & Appliances

The Global Batteries & Appliances segment reported fiscal 2013 fourth quarter
net sales of $577.3 million versus $580.0 million in the year-ago period. Net
sales were negatively impacted by the planned and continued elimination of
low-margin promotions in North American small electrical appliances, which
totaled approximately $5 million. Fiscal 2013 fourth quarter segment sales
were negatively impacted by $5.0 million of foreign exchange. Excluding the
negative foreign exchange impact, net sales for the segment increased slightly
quarter-over-quarter.

Global battery sales for the fourth quarter of fiscal 2013 were $253.6 million
compared to $264.4 million for the fourth quarter of fiscal 2012. Tighter
retailer inventory levels and reorder rates, along with significant competitor
discounting, continued to impact the North American battery market. Rayovac®
growth was achieved in a key, non-Nielsen measured channel. European VARTA®
battery business  growth  was driven by favorable foreign exchange. The Latin
American battery business was adversely impacted by tighter Brazilian retailer
inventory management, partially offset by successful new lighting product
launches.

Net sales for the global personal care product category of $126.9 million in
the fourth quarter of fiscal 2013 increased 6.1 percent versus $119.7 million
last year. Significantly increased revenues in Europe and Latin America drove
the improvement. North American revenues were unchanged despite the ongoing,
negative impact of a one-time shaving and grooming category shelf space
reduction at a major retailer. Excluding a negative foreign exchange impact of
$0.7 million, net sales for the global personal care product category grew 6.7
percent in the fourth quarter of fiscal 2013.

The small appliances product category reported net sales in the fourth quarter
of fiscal 2013 of $196.8 million versus $195.9 million in the fourth quarter
of fiscal 2012. A double-digit increase in net sales in Europe offset
essentially flat revenues in North America, which were adversely impacted by
the planned and continued elimination of low-margin promotions totaling nearly
$5 million. The elimination of low-margin promotions contributed significantly
to a 500 basis point improvement in North American small appliance gross
margins quarter-over-quarter, which followed 330, 450 and 350 basis point
improvements in gross margin percentage from this strategic initiative in the
first, second and third quarters of fiscal 2013, respectively. Excluding a
negative foreign exchange impact of $3.6 million, net sales for the small
appliances product category increased 2.3 percent in the fourth quarter of
fiscal 2013.

With segment net income, as adjusted, of $54.8 million, the Global Batteries &
Appliances segment reported adjusted EBITDA of $77.3 million for the fourth
quarter of fiscal 2013 compared to adjusted EBITDA of $77.1 million in the
year-earlier quarter, when segment net income was $55.2 million. Excluding an
unfavorable foreign exchange impact of $6.8 million, segment adjusted EBITDA
increased 9.1 percent in the fourth quarter of fiscal 2013.

Global Pet Supplies

The Global Pet Supplies segment reported net sales of $165.2 million for the
fourth quarter of fiscal 2013 compared to $166.5 million last year. Higher
North American and European companion animal net sales were more than offset
by lower North American aquatics due to category softness. Excluding an
unfavorable foreign exchange impact of $0.7 million, net sales were
essentially unchanged versus the prior year’s quarter.

Segment net income, as adjusted, was $25.9 million for the fourth quarter of
fiscal 2013 versus $23.1 million a year ago. Fourth quarter adjusted EBITDA of
$35.8 million increased slightly compared to $35.7 million in fiscal 2012. The
adjusted EBITDA margin as a percentage of net sales improved to 21.7 percent
in the fourth quarter versus 21.4 percent last year. Excluding a negative
foreign exchange impact of $1.1 million, segment adjusted EBITDA increased 3.4
percent in this year’s fourth quarter.

The Global Pet Supplies segment achieved record net sales of $621.8 million
and record adjusted EBITDA of $120.0 million in fiscal 2013, resulting in a
record annual adjusted EBITDA margin of 19.3 percent.

Home and Garden

The Home and Garden segment reported record fourth quarter net sales of $101.4
million, an increase of 17.8 percent compared to $86.1 million in fiscal 2012.
Revenues increased in each of the segment’s three product categories – lawn
and garden controls, household insect controls, and outdoor repellents – as a
result of strong POS and related retailer orders driven by the extended
selling season and favorable weather conditions.

The segment recorded fiscal 2013 fourth quarter net income, as adjusted, of
$18.7 million versus $11.9 million in the prior year’s quarter. Record fourth
quarter adjusted EBITDA of $21.8 million increased 26.0 percent versus $17.3
million a year ago due to increased gross profit from higher net sales coupled
with lower operating costs as a result of expense management initiatives. The
adjusted EBITDA margin as a percentage of net sales in the fourth quarter
improved to 21.5 percent compared to 20.1 percent last year.

Strong fourth quarter results enabled the Home and Garden segment to achieve
record annual net sales of $390.6 million and record annual adjusted EBITDA of
$90.1 million in fiscal 2013, resulting in a record annual adjusted EBITDA
margin of 23.1 percent.

Hardware & Home Improvement

In its third full quarter since its acquisition by Spectrum Brands on December
17, 2012, the Hardware & Home Improvement (HHI) segment recorded net sales of
$293.8 million, an increase of 14.4 percent compared to $256.8 million on a
pro forma basis as if combined with Spectrum Brands in the year-ago quarter.
The revenue growth was primarily driven by HHI’s U.S. residential security and
plumbing businesses. The segment recorded net income, as adjusted, of $38.3
million in the fourth quarter of fiscal 2013. Adjusted EBITDA in the fourth
quarter of fiscal 2013 was $54.4 million, which was tempered by planned and
additional spending on new product development and marketing, compared to
$53.0 million last year.

Liquidity and Debt Reduction

The Company completed fiscal 2013 on September 30, 2013 with a solid liquidity
position, including a cash balance of approximately $207 million and zero cash
drawn on its ABL facility.

As of the end of fiscal 2013, the Company had approximately $3,231 million of
debt outstanding at par, consisting of a series of secured Term Loans in the
aggregate of $1,745 million, $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 $96 million of capital leases and other
obligations. In addition, there was approximately $37 million of letters of
credit outstanding.

As a result of solid earnings and strong working capital management, the
Company generated record annual free cash flow in fiscal 2013 of approximately
$254 million, surpassing its goal of at least $240 million and its fiscal 2012
free cash flow of $208 million.

The Company made in excess of $200 million of payments on its term debt during
fiscal 2013. This resulted in leverage (total debt to pro forma adjusted
EBITDA) of approximately 4.8 times at the end of fiscal 2013. Excluding
incremental debt incurred related to the refinancing of the 9.5% senior
secured notes in the fourth quarter, leverage would have been approximately
4.5 times, consistent with previous guidance.

Fiscal 2014 Outlook

Spectrum Brands expects fiscal 2014 net sales, as reported and at current
foreign exchange rates, to increase at or above the rate of GDP compared to
fiscal 2013 net sales, including HHI in the prior year period on a pro forma
basis. Fiscal 2014 free cash flow is expected to be at least $350 million and
capital expenditures are projected to be approximately $70 million to $75
million. The Company expects to reduce term debt by at least $250 million in
fiscal 2014.

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, November 21. 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 88028054. 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,
December 5. 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 $4.1 billion in fiscal 2013. For more information, visit
www.spectrumbrands.com.

Non-GAAP Measurements

Management believes that certain non-GAAP financial measures may be useful in
certain instances to provide additional meaningful comparisons between current
results and results in prior operating periods. Excluding the impact of
currency exchange rate fluctuations may provide additional meaningful
information about underlying business trends. In addition, within this
release, including the tables attached hereto, reference is made to adjusted
diluted earnings per share and adjusted earnings before interest, taxes,
depreciation and amortization (EBITDA). See attached Table 3, “Reconciliation
of GAAP to Adjusted Diluted Earnings Per Share,” for a complete reconciliation
of diluted earnings (loss) per share on a GAAP basis to adjusted diluted
earnings (loss) per share, and see attached Table 4, “Reconciliation of GAAP
Net Income (Loss) to Adjusted EBITDA,” for a reconciliation of GAAP Net Income
(Loss) to adjusted EBITDA for the three months and twelve months ended
September 30, 2013 versus the three months and twelve months ended September
30, 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 ended September
30, 2013. See attached Table 7, “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, 2014. 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 2014 (including its
ability to increase its net sales and adjusted EBITDA) may be forward-looking
statements within the meaning of the Private Securities Litigation Reform Act
of 1995. We have tried, whenever possible, to identify these statements by
using words like “future,” “anticipate”, “intend,” “plan,” “estimate,”
“believe,” “expect,” “project,” “forecast,” “could,” “would,” “should,”
“will,” “may,” and similar expressions of future intent or the negative of
such terms. These statements are subject to a number of risks and
uncertainties that could cause results to differ materially from those
anticipated as of the date of this release. Actual results may differ
materially as a result of (1) Spectrum Brands Holdings’ ability to manage and
otherwise comply with its covenants with respect to its significant
outstanding indebtedness, (2) our ability to finance, complete the acquisition
of, integrate, and to realize synergies from, the combined businesses of
Spectrum Brands and the Hardware & Home Improvement Group of Stanley Black &
Decker, and from our purchase of 56 percent of the equity of Shaser, Inc., and
from other bolt-on acquisitions, (3) risks related to changes and developments
in external competitive market factors, such as introduction of new product
features or technological developments, development of new competitors or
competitive brands or competitive promotional activity or spending, (4)
changes in consumer demand for the various types of products Spectrum Brands
Holdings offers, (5) unfavorable developments in the global credit markets,
(6) the impact of overall economic conditions on consumer spending, (7)
fluctuations in commodities prices, the costs or availability of raw materials
or terms and conditions available from suppliers, (8) changes in the general
economic conditions in countries and regions where Spectrum Brands Holdings
does business, such as stock market prices, interest rates, currency exchange
rates, inflation and consumer spending, (9) Spectrum Brands Holdings’ ability
to successfully implement manufacturing, distribution and other cost
efficiencies and to continue to benefit from its cost-cutting initiatives,
(10) Spectrum Brands Holdings’ ability to identify, develop and retain key
employees, (11) unfavorable weather conditions and various other risks and
uncertainties, including those discussed herein and those set forth in the
securities filings of each of Spectrum Brands Holdings, Inc. and Spectrum
Brands, Inc., including each of their most recently filed Annual Reports on
Form 10-K or Quarterly Reports on Form 10-Q.

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

Table 1
SPECTRUM BRANDS HOLDINGS, INC.
Condensed Consolidated Statements of Operations
For the three and twelve months ended September 30, 2013 and September 30, 2012
(Unaudited)
($ in millions, except per share amounts)
                                                                       
                                                                              
                 THREE MONTHS                      TWELVE MONTHS
                 F2013         F2012       % INC    F2013         F2012       % INC
                                                                              
Net sales        $ 1,137.7     $ 832.6     36.6 %   $ 4,085.6     $ 3,252.4   25.6 %
Cost of goods      735.9         551.1                2,685.3       2,126.9
sold
Restructuring
and related       5.3         1.5                10.0       9.8
charges
Gross profit       396.5         280.0     41.6 %     1,390.3       1,115.7   24.6 %
                                                                              
Selling            172.0         129.7                637.0         521.2
General and        88.8          60.7                 286.4         218.8
administrative
Research and       11.8          9.3                  43.3          33.1
development
Acquisition
and
integration        7.9           10.4                 48.4          31.1
related
charges
Restructuring
and related       1.0         2.3                24.0       9.7
charges
                                                                              
Total
operating         281.5       212.4              1,039.1     813.9
expenses
                                                                              
Operating          115.0         67.6                 351.2         301.8
income
                                                                              
Interest           183.9         41.8                 375.6         191.9
expense
Other (income)    (4.5    )    (1.3  )             3.5        0.9
expense, net
                                                                              
(Loss) income
from
continuing         (64.4   )     27.1                 (27.9   )     109.0
operations
before income
taxes
                                                                              
Income tax
(benefit)         (27.6   )    21.6               27.4       60.4
expense
                                                                              
Net (loss)         (36.8   )     5.5                  (55.3   )     48.6
income
                                                                              
Less: Net loss
attributable
to                (0.1    )    —                  (0.1    )   —
noncontrolling
interest, net
of tax
                                                                              
Net (loss)
income
attributable     $ (36.7   )   $ 5.5               $ (55.2   )  $ 48.6
to controlling
interest
                                                                              
Average shares
outstanding        52.2          51.4                 52.0          51.6
(a)
                                                                              
Basic (loss)
income per
share            $ (0.70   )   $ 0.11               $ (1.06   )   $ 0.94
attributable
to controlling
interest
                                                                              
Average shares
and common
stock              52.2          53.1                 52.0          53.3
equivalents
outstanding
(a) (b)
                                                                              
Diluted (loss)
income per
share            $ (0.70   )   $ 0.10               $ (1.06   )   $ 0.91
attributable
to controlling
interest
                                                                              
Cash dividends
declared and     $ 0.25        $ 1.00               $ 0.75        $ 1.00
paid per
common share

(a) Per share figures calculated prior to rounding.

(b) For the three and twelve months ended September 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 twelve months ended September 30, 2013 and
September 30, 2012
(Unaudited)
($ in millions)
                                                                
Supplemental Financial     F2013         F2012
Data
Cash and cash              $ 207.3       $ 158.0
equivalents
                                                                     
Trade receivables, net     $ 481.3       $ 335.3
Days Sales Outstanding       36            33
(a)
                                                                     
Inventory                  $ 632.9       $ 452.6
Inventory Turnover (b)       4.0           4.1
                                                                     
Total debt                 $ 3,218.9     $ 1,669.3
                                                                     
                           THREE MONTHS                TWELVE MONTHS
Supplemental Cash Flow     F2013         F2012         F2013         F2012
Data
                                                                     
Depreciation and
amortization, excluding    $ 51.0        $ 42.7        $ 183.7       $ 133.8
amortization of debt
issuance costs
                                                                     
Capital expenditures       $ 36.8        $ 13.7        $ 82.0        $ 46.8
                                                                     
                           THREE MONTHS                TWELVE MONTHS
Supplemental Segment       F2013         F2012         F2013         F2012
Sales & Profitability
                                                                     
Net Sales
Global Batteries &         $ 577.3       $ 580.0       $ 2,203.6     $ 2,249.9
Appliances
Global Pet Supplies          165.2         166.5         621.8         615.5
Home and Garden Business     101.4         86.1          390.6         387.0
Hardware & Home             293.8       —           869.6       —
Improvement
Total net sales            $ 1,137.7     $ 832.6       $ 4,085.6     $ 3,252.4
                                                                     
Segment Profit
Global Batteries &         $ 55.8        $ 58.7        $ 237.5       $ 244.4
Appliances
Global Pet Supplies          28.3          28.1          91.1          85.9
Home and Garden Business     18.8          13.1          78.5          73.6
Hardware & Home             42.2        —           88.7        —
Improvement
Total segment profit         145.1         99.9          495.8         403.9
                                                                     
Corporate                    15.9          18.1          62.1          51.5
Acquisition and
integration related          7.9           10.4          48.5          31.1
charges
Restructuring and            6.3           3.8           34.0          19.5
related charges
Interest expense             183.9         41.8          375.6         191.9
Other expense (income),     (4.5    )    (1.3    )    3.5         0.9
net
                                                                     
(Loss) income from
continuing operations      $ (64.4   )   $ 27.1       $ (27.9   )   $ 109.0
before income taxes

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

(b) Reflects cost of sales (excluding restructuring and related charges and
HHI Business inventory step-up) 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
Income Per Share
For the three and twelve months ended September 30, 2013 and September 30,
2012
(Unaudited)
                                                   
                           THREE MONTHS               TWELVE MONTHS        
                           F2013         F2012        F2013         F2012
Diluted (loss) income      $ (0.70 )     $ 0.10       $ (1.06 )     $ 0.91
per share, as reported
                                                                           
Adjustments, net of tax:
Pre-acquisition earnings     —             0.33 (a)     0.06    (a)   0.93 (a)
of HHI
Acquisition and
integration related          0.10    (b)   0.13 (d)     0.59    (c)   0.38 (e)
charges
Restructuring and            0.08    (f)   0.04 (g)     0.42    (f)   0.24 (g)
related charges
Debt refinancing costs       1.49    (h)   —            1.85    (i)   0.33 (j)
Purchase accounting          —             —            0.38    (k)   —
inventory adjustment
Venezuela devaluation        —             —            0.02    (l)   —
Income taxes                 (0.09 ) (m)   0.23 (n)     0.70    (m)   0.42 (n)
Share dilution              —      (o)  —           0.02   (o)  —
assumption
                             1.58          0.73         4.04          2.30
                                                                           
Diluted income per         $ 0.88       $ 0.83       $ 2.98       $ 3.21
share, as adjusted

(a) For the twelve months ended September 30, 2013, and the three and twelve
months ended September 30, 2012, reflects $3.2 million, $17.2 million and
$49.5 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 September 30, 2013, reflects $5.1 million, net
of tax, of Acquisition and integration related charges, as follows: (i) $3.8
million related to the acquisition of the HHI Business, consisting primarily
of legal and professional fees; (ii) $0.5 million related to the acquisition
of FURminator, consisting of integration costs; (iii) $0.5 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 twelve months ended September 30, 2013, reflects $31.5 million,
net of tax, of Acquisition and integration related charges, as follows: (i)
$24.0 million related to the acquisition of the HHI Business, consisting
primarily of legal and professional fees; (ii) $3.1 million related to the
acquisition of Shaser, consisting of integration and legal and professional
fees; (iii) $2.3 million related to the merger with Russell Hobbs, consisting
of integration costs; and (iv) $2.1 million related to the acquisition of
FURminator and other acquisition activity, consisting of integration costs.

(d) For the three months ended September 30, 2012, reflects $6.8 million, net
of tax, of Acquisition and integration related charges as follows: (i) $2.6
million related to the merger with Russell Hobbs which consisted primarily of
integration costs; (ii) $1.0 million related to the acquisition of FURminator,
consisting primarily of integration costs; (iii) $1.0 million related to the
acquisition of Black Flag, consisting primarily of integration costs; and (iv)
$2.2 million related to other acquisition activity, consisting primarily of
legal and professional fees.

(e) For the twelve months ended September 30, 2012, reflects $20.2 million,
net of tax, of Acquisition and integration related charges as follows: (i)
$10.1 million related to the merger with Russell Hobbs which consisted
primarily of integration costs; (ii) $5.2 million related to the acquisition
of FURminator, consisting primarily of integration costs and legal and
professional fees; and (iii) $4.9 million related to the acquisition of Black
Flag and other acquisition activity, consisting primarily of legal and
professional fees.

(f) For the three and twelve months ended September 30, 2013, reflects $4.1
million and $22.1 million, net of tax, respectively, of Restructuring and
related charges primarily related to the Global Cost Rationalization
Initiatives announced in Fiscal 2013 and the Global Cost Reduction Initiatives
announced in Fiscal 2009.

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

(h) For the three months ended September 30, 2013, reflects $79.4 million, net
of tax, related to financing fees and the write off of unamortized debt
issuance costs in connection with the refinancing of the Company's 9.5% Notes.

(i) For the twelve months ended September 30, 2013, reflects $98.2 million,
net of tax, related to financing fees and the write off of unamortized debt
issuance costs in connection with the extinguishment of the Company's 9.5%
Notes and 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 twelve months ended September 30, 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 extinguishment of the Company's 12%
Notes during the fiscal quarter ended April 1, 2012.

(k) For the twelve months ended September 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.

(l) For the twelve months ended September 30, 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 twelve months ended September 30, 2013, reflects
adjustments to income tax expense of $(5.0) million and $37.1 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.

(n) For the three and twelve months ended September 30, 2012, reflects
adjustments to income tax expense of $12.1 million and $22.2 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.

(o) Adjustment to reflect the fully diluted net income per share, as adjusted.
The US GAAP diluted net loss per share calculation does not take into account
the dilutive impact of common stock equivalents as these would be antidilutive
given the net loss reported. Therefore the diluted net loss per share is
decreased when the dilutive impact of common stock equivalents are taken into
consideration. Full dilution is used for this calculation as a result of the
adjusted net income.

Table 4
SPECTRUM BRANDS HOLDINGS, INC.
Reconciliation of GAAP Net Income (Loss) to Adjusted EBITDA
For the three months ended September 30, 2013
(Unaudited)
($ in millions)
                                                                          
                  Global                                                         Consolidated
                  Batteries    Global     Home &     Hardware &    Corporate /   Spectrum
                  &            Pet        Garden     Home          Unallocated   Brands
                  Appliances   Supplies   Business   Improvement   Items (a)     Holdings,
                                                                                 Inc.
                                                                                 
Net income
(loss)
attributable to   $  54.9      $  25.9    $  18.7    $    38.3     $  (174.5 )   $  (36.7  )
controlling
interest, as
adjusted (a)
Net loss
attributable to     (0.1  )     —         —           —          —           (0.1   )
non-controlling
interest
Net income
(loss) as            54.8         25.9       18.7         38.3        (174.5 )      (36.8  )
adjusted (a)
                                                                                 
Income tax           —            —          —            —           (27.6  )      (27.6  )
benefit
Interest             —            —          —            —           183.9         183.9
expense
Acquisition and
integration          1.7          0.6        —            3.3         2.3           7.9
related charges
Restructuring
and related         3.3        1.7       0.1         1.2        —           6.3    
charges
                                                                                 
Adjusted EBIT        59.8         28.2       18.8         42.8        (15.9  )      133.7
Depreciation
and                 17.5       7.6      3.0        11.6       11.3        51.0   
amortization
(b)
                                                                                 
Adjusted EBITDA   $  77.3     $  35.8    $  21.8   $    54.4     $  (4.6   )   $  184.7  

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 year ended September 30, 2013
(Unaudited)
($ in millions)
                                                                          
                                                                                 
                  Global                                                         Consolidated
                  Batteries    Global     Home &     Hardware &    Corporate /   Spectrum
                  &            Pet        Garden     Home          Unallocated   Brands
                  Appliances   Supplies   Business   Improvement   Items (a)     Holdings,
                                                                                 Inc.
                                                                                 
Net income
(loss)
attributable to   $ 214.1      $ 77.0     $ 77.7     $ 75.0        $ (499.0)     $ (55.2)
controlling
interest, as
adjusted (a)
Net loss
attributable to   (0.5)        —          —          0.4           —             (0.1)
non-controlling
interest
Net income
(loss), as        213.6        77.0       77.7       75.4          (499.0)       (55.3)
adjusted (a)
                                                                                 
Pre-acquisition
earnings of HHI   —            —          —          30.3          —             30.3
(b)
Income tax        —            —          —          —             27.4          27.4
expense
Interest          —            —          —          —             375.6         375.6
expense
Acquisition and
integration       6.1          2.2        0.1        7.4           32.6          48.4
related charges
Restructuring
and related       14.8         11.2       0.6        6.2           1.2           34.0
charges
HHI Business
inventory fair    —            —          —          31.0          —             31.0
value
adjustment
Venezuela         2.0          —          —          —             —             2.0
devaluation
                                                                                 
Adjusted EBIT     236.5        90.4       78.4       150.3         (62.2)        493.4
Depreciation
and               67.2         29.6      11.7      31.3          43.9          183.7
amortization
(c)
                                                                                 
Adjusted EBITDA   $ 303.7      $ 120.0    $ 90.1    $ 181.6       $ (18.3)      $ 677.1

Note: Amounts calculated prior to rounding.

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

(b) 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 September 30, 2012
(Unaudited)
($ in millions)
                                                                          
                                                                                 
                  Global                                                         Consolidated
                  Batteries    Global     Home &     Hardware &    Corporate /   Spectrum
                  &            Pet        Garden     Home          Unallocated   Brands
                  Appliances   Supplies   Business   Improvement   Items (a)     Holdings,
                                                                                 Inc.
                                                                                 
Net income
(loss), as        $   55.2     $  23.1    $ 11.9     $    —        $  (84.6  )   $    5.5
adjusted (a)
                                                                                 
Pre-acquisition
earnings of HHI       —           —         —             53.0        —               53.0
(b)
Income tax            —           —         —             —           21.6            21.6
benefit
Interest              —           —         —             —           41.8            41.8
expense
Acquisition and
integration           3.7         1.8       1.5           —           3.4             10.4
related charges
Restructuring
and related          0.6        3.2      (0.3 )       —          0.1           3.8
charges
                                                                                 
Adjusted EBIT         59.5        28.1      13.1          53          (17.7  )        136.1
Depreciation
and                  17.6       7.5      4.2         —          13.4          42.7
amortization
(c)
                                                                                 
Adjusted EBITDA   $   77.1     $  35.7    $ 17.3    $    53.0    $  (4.3   )   $    178.8

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 year ended September 30, 2012
(Unaudited)
($ in millions)
                                                                          
                  Global                                                         Consolidated
                  Batteries    Global     Home &     Hardware &    Corporate /   Spectrum
                  &            Pet        Garden     Home          Unallocated   Brands
                  Appliances   Supplies   Business   Improvement   Items (a)     Holdings,
                                                                                 Inc.
                                                                                 
Net income
(loss), as        $   221.6    $  69.8    $  70.6    $   —         $  (313.4 )   $    48.6
adjusted (a)
                                                                                 
Pre-acquisition
earnings of HHI       —           —          —           183.1        —               183.1
(b)
Income tax            —           —          —           —            60.4            60.4
expense
Interest              —           —          —           —            191.9           191.9
expense
Acquisition and
integration           14.9        5.5        2.1         —            8.6             31.1
related charges
Restructuring
and related          7.6        10.1      0.9        —           0.9           19.5
charges
                                                                                 
Adjusted EBIT         244.1       85.4       73.6        183.1        (51.6  )        534.6
Depreciation
and                  63.6       27.7      13.3       —           29.2          133.8
amortization
(c)
                                                                                 
Adjusted EBITDA   $   307.7    $  113.1   $  86.9    $   183.1    $  (22.4  )   $    668.4

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 5
SPECTRUM BRANDS HOLDINGS, INC.
Pro Forma Net Sales Comparison
For the three and twelve months ended September 30, 2013 and September 30, 2012
(Unaudited)
(In millions)
                                                                    
                  THREE MONTHS                     TWELVE MONTHS
                  F2013       F2012       % INC    F2013       F2012       % INC
                                                                           
Spectrum Brands
Holdings, Inc.    $ 1,137.7   $ 832.6     36.6 %   $ 4,085.6   $ 3,252.4   25.6 %
Net sales - as
reported
HHI
pre-acquisition     —           256.8                191.8       973.6
Net sales (a)
                                                            
Pro Forma Net     $ 1,137.7   $ 1,089.4   4.4  %   $ 4,277.4   $ 4,226.0   1.2  %
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 Cash Flow from Operating Activities to Free Cash
Flow
For the year ended September 30, 2013
(Unaudited)
($ in millions)
                                                                       
Net Cash provided from Operating Activities                            $ 256
                                                                       
Cash interest charges related to refinancing                             44
                                                                       
Cash acquisition transaction costs                                       36
                                                                       
Purchases of property, plant and equipment                              (82 )
                                                                       
Free Cash Flow                                                         $ 254 

Table 7
SPECTRUM BRANDS HOLDINGS, INC.
Reconciliation of Forecasted Cash Flow from Operating Activities to Forecasted
Free Cash Flow
For the year ended September 30, 2014
(Unaudited)
($ in millions)
                                        
Forecasted range:
                                                  
Net Cash provided from Operating                  $         420 - 425
Activities
                                                  
Purchases of property, plant and                           (70) - (75)
equipment
                                                  
Free Cash Flow                                    $         350

Contact:

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