Spectrum Brands Holdings Reports Record Fiscal 2014 Second Quarter Results

  Spectrum Brands Holdings Reports Record Fiscal 2014 Second Quarter Results

   Company Reports Net Income of $34 Million and Grows Net Sales, GAAP EPS,
              Adjusted EPS and Adjusted EBITDA in Second Quarter

  Reiterates Expectations for 5^th Consecutive Year of Record Performance in
                                 Fiscal 2014

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 Versus $254 Million in Fiscal 2013 and $208 Million in Fiscal 2012

Business Wire

MIDDLETON, Wis. -- May 7, 2014

Spectrum Brands Holdings, Inc. (NYSE: SPB), a global and diversified consumer
products company with market-leading brands, today reported record fiscal 2014
second quarter results for the period ended March 30, 2014, and reconfirmed
its outlook for a fifth consecutive year of record performance.

The Company’s record second quarter was highlighted by solid results from its
HHI, battery, personal care, and home and garden businesses; a continuation of
strong European results; adjusted diluted earnings per share and adjusted
EBITDA growth; and a record fiscal second quarter level of cost savings from
continuous improvement programs across all divisions.

Spectrum Brands reiterated plans to reduce term debt by approximately $250
million in fiscal 2014 and expectations for free cash flow to increase to at
least $350 million, a significant improvement from a record $254 million in
fiscal 2013 and $208 million in fiscal 2012.

Fiscal 2014 Second Quarter Results Highlights:

  *Net sales of $1.02 billion in the second quarter of fiscal 2014 increased
    3.4 percent versus $987.8 million a year ago, and 4.0 percent excluding
    the negative impact of foreign exchange.
  *Net income of $33.8 million and diluted income per share of $0.64 in the
    second quarter of fiscal 2014 improved from a net loss of $41.2 million
    and diluted loss per share of $0.79 in the prior year quarter.
  *Adjusted diluted earnings per share, a non-GAAP measure, of $0.72 in the
    second quarter of fiscal 2014 increased 63.6 percent compared to $0.44
    last year. See Table 3 for a reconciliation to GAAP earnings per share.
  *Adjusted EBITDA, a non-GAAP measure, of $156.5 million in the second
    quarter of fiscal 2014 grew 9.2 percent versus $143.3 million in fiscal
    2013, and 9.8 percent excluding the negative impact of foreign exchange,
    representing the 14^th consecutive quarter of year-over-year adjusted
    EBITDA growth. See Table 4 for a reconciliation to GAAP net income.
  *Adjusted EBITDA margin in the second quarter of fiscal 2014 increased to
    15.3 percent compared to 14.5 percent in the year-ago quarter.
  *Fiscal 2014 net cash provided from operating activities after purchases of
    property, plant and equipment (free cash flow, a non-GAAP measure)
    expected to be at least $350 million compared to $254 million in fiscal
    2013 and $208 million in fiscal 2012. See Table 6 for a reconciliation to
    projected GAAP Cash Flow from Operating Activities.
  *Company expects to use its strong free cash flow to reduce term debt by
    approximately $250 million and lower its balance sheet leverage in the
    second half of fiscal 2014, consistent with the seasonality of its cash
    flows.

“We are pleased with our record results in the second quarter, which
seasonally is our smallest quarter of the year,” said Dave Lumley, Chief
Executive Officer of Spectrum Brands Holdings. “Combined with our record first
quarter, we have solid first half momentum toward delivering a fifth
consecutive year of record financial performance in fiscal 2014.

“Our second quarter had many notable highlights with broad-based contributions
from our divisions globally,” Mr. Lumley said. “Virtually all of our divisions
achieved higher net sales and adjusted EBITDA, enabling us to significantly
grow our adjusted EPS and expand our adjusted EBITDA margin. In Europe we
again delivered record results. In a region with negative foreign currency
headwinds, our Latin American battery, personal care, small appliance and HHI
sales all increased on a constant currency basis.

“We also overcame unusually harsh winter weather in January and part of
February in the U.S. and Canada that hurt retailer store traffic and POS,
particularly in our HHI and Pet businesses,” he said.

“Similar to the first quarter, we achieved a record level of continuous
improvement savings for a fiscal second quarter,” Mr. Lumley said. “This
reinforces our ongoing focus to reduce our cost structure, more than offset
higher product costs and continue to invest in new products, many of which are
launching in the second half of fiscal 2014 and into fiscal 2015.

“We are optimistic about the second half of the year, which should be much
larger than our record first half and stronger than the second half of fiscal
2013,” Mr. Lumley said. “We have new products launching in all divisions,
retail distribution gains secured, new retailer customers in place, continued
geographic expansion, and select pricing actions. We will maintain strict
spending controls and are on track to achieve a record level of cost
reductions in fiscal 2014.

“Our Spectrum Value Model continues to work effectively around the world and
is resonating with retailers and consumers in a global economy that remains
challenging,” he said. “’Same or better performance/less price’, value-branded
Spectrum Brands products are winning in today’s marketplace with today’s smart
shoppers.

“We are executing well on our growth plans and are focused on delivering
another year of steady, measured financial improvement, including a strong
increase in free cash flow, in fiscal 2014,” Mr. Lumley 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 2014 Second Quarter Consolidated Financial Results

Spectrum Brands Holdings reported record net sales of $1.02 billion in the
second quarter of fiscal 2014, an increase of 3.4 percent compared to $987.8
million a year earlier. The improvement was predominantly the result of higher
net sales in the Company’s battery, personal care, home and garden, and HHI
businesses. Excluding the negative impact of foreign exchange, net sales in
the second quarter of fiscal 2014 improved 4.0 percent.

Gross profit and gross profit margin in the second quarter of fiscal 2014 was
$359.6 million and 35.2 percent, respectively, compared to $322.9 million and
32.7 percent last year, which included $25.8 million of increased cost of
goods sold from the sale of inventory that was revalued in connection with the
HHI acquisition.

Spectrum Brands reported net income of $33.8 million, or $0.64 diluted income
per share, in the second quarter of fiscal 2014 on average shares and common
stock equivalents outstanding of 53.0 million. In fiscal 2013, the Company
reported a net loss of $41.2 million, or $0.79 diluted loss per share, on
average shares and common stock equivalents outstanding of 52.1 million.
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 $0.72 in the second quarter
of fiscal 2014, a 63.6 percent increase compared to $0.44 in the prior year.

Adjusted EBITDA, a non-GAAP measure, of $156.5 million in the second quarter
of fiscal 2014 increased 9.2 percent compared to adjusted EBITDA of $143.3
million in fiscal 2013, and 9.8 percent excluding the negative impact of
foreign exchange, which represented the 14^th consecutive quarter of
year-over-year adjusted EBITDA growth. Adjusted EBITDA as a percentage of net
sales (adjusted EBITDA margin) improved to 15.3 percent compared to 14.5
percent in the year-ago quarter. 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 2014 First Half Consolidated Financial Results

Net sales of $2.12 billion in the first six months of fiscal 2014 increased
14.2 percent compared to $1.86 billion for the same period in fiscal 2013. The
increase was the result of the HHI acquisition on December 17, 2012 and higher
revenues for the home and garden business. Including HHI as if part of the
Company for all of last year’s first six months, net sales of $2.12 billion
increased 3.5 percent compared to $2.05 billion last year.

The Company reported GAAP net income of $88.1 million, or $1.67 diluted income
per share, in the first six months of fiscal 2014 on average shares and common
stock equivalents outstanding of 52.8 million. In the first half of fiscal
2013, the Company reported a GAAP net loss of $54.7 million, or $1.05 diluted
loss per share, on average shares and common stock equivalents outstanding of
51.9 million. Adjusted for certain items in both years’ first six months,
which are presented in Table 3 of this press release and which management
believes are not indicative of the Company’s ongoing normalized operations,
the Company generated adjusted diluted earnings per share, a non-GAAP measure,
of $1.81 in the first half of fiscal 2014, a 48.4 percent increase compared to
$1.22 in last year’s first six months.

Fiscal 2014 first half adjusted EBITDA of $335.2 million increased 10.3
percent compared to adjusted EBITDA in the first half of fiscal 2013 of $303.9
million, which includes the results of HHI as if acquired by Spectrum Brands
at the beginning of last year’s first six months period. The adjusted EBITDA
margin improved significantly to 15.8 percent versus 14.8 percent last year.

Fiscal 2014 Second Quarter Segment Level Data

Global Batteries & Appliances

The Global Batteries & Appliances segment reported fiscal 2014 second quarter
net sales of $480.9 million, an increase of 2.6 percent versus $468.6 million
in the year-ago quarter, and 3.3 percent excluding the negative impact of
foreign exchange. Higher battery and personal care net sales more than offset
slightly lower small appliances revenues.

Global battery sales in the second quarter of fiscal 2014 of $211.4 million
improved 5.8 percent compared to $199.7 million in the second quarter of
fiscal 2013, and 7.0 percent excluding the negative impact of foreign
exchange. All geographic regions contributed to the solid increase. North
American battery growth was primarily due to increased shipments to several
existing customers and new retailer distribution. In Europe, strong VARTA®
battery growth  was driven by a combination of new customer listings, regional
expansion and promotions. Latin American battery revenues increased on a
constant currency basis primarily as a result of flashlight product launches
throughout the region.

Net sales for the global personal care product category of $117.0 million in
the second quarter of fiscal 2014 increased 2.4 percent versus $114.2 million
last year, and 3.1 percent excluding the negative impact of foreign exchange.
The improvement was driven by a continuation of solid revenue growth in Europe
and Latin America in both the shaving and grooming and personal care
categories. North American net sales were essentially unchanged in the second
quarter.

The small appliances product category reported net sales in the second quarter
of fiscal 2014 of $152.5 million versus $154.6 million in the year-ago
quarter. Excluding the negative impact of foreign exchange, net sales were
essentially flat. Higher European net sales from expansion into new channels
and increased distribution at existing retailers were offset by a decline in
North American net sales primarily from a non-recurrence of promotions. Latin
American net sales on a constant currency basis grew strongly from new product
introductions in several South and Central American countries.

With segment net income, as adjusted, of $35.7 million, the Global Batteries &
Appliances segment reported adjusted EBITDA of $61.2 million in the second
quarter of fiscal 2014, an increase of 7.6 percent compared to adjusted EBITDA
of $56.9 million in the year-earlier quarter, when segment net income was
$34.6 million.

Global Pet Supplies

The Global Pet Supplies segment reported net sales of $159.4 million in the
second quarter of fiscal 2014 compared to $160.5 million last year. Slightly
higher European aquatics and companion animal net sales were more than offset
by lower revenues in both categories in North America, largely driven by a
continuation of aquatics category softness along with adverse winter weather
that negatively affected retail store traffic.

Segment net income, as adjusted, was $19.4 million in the second quarter of
fiscal 2014 versus $16.4 million in the second quarter of fiscal 2013. Second
quarter adjusted EBITDA of $28.5 million increased 3.6 percent compared to
$27.5 million in fiscal 2013 due to strong cost reduction and expense control
initiatives that more than offset lower volumes and unfavorable geographic
mix. The segment’s adjusted EBITDA margin improved to 17.9 percent in the
second quarter of fiscal 2014 versus 17.1 percent in the prior year.

Home and Garden

The Home and Garden segment reported record second quarter net sales of $114.5
million, an increase of 12.3 percent compared to $102.0 million in the second
quarter of fiscal 2013. The increase was driven predominantly by higher net
sales in the lawn and garden controls product category as a result of strong,
early season retail customer demand and, to a lesser degree, the positive
impact of the Liquid Fence animal repellents acquisition completed on January
3, 2014.

The segment recorded fiscal 2014 second quarter net income, as adjusted, of
$22.8 million versus $20.6 million in the prior year’s quarter. Record second
quarter adjusted EBITDA of $26.4 million increased 11.4 percent compared to
$23.7 million a year ago due to the higher net sales as well as the positive
impact of the Liquid Fence acquisition.

The Home and Garden segment achieved record first half results. Net sales of
$148.2 million and adjusted EBITDA of $27.9 million grew 11.8 percent and 25.1
percent, respectively, in the first six months of fiscal 2014 compared to the
first half of fiscal 2013.

Hardware & Home Improvement

The Hardware & Home Improvement (HHI) segment reported net sales of $266.9
million in the second quarter of fiscal 2014, an increase of 4.0 percent
compared to $256.7 million in the prior year’s quarter. Net sales increased
5.1 percent excluding the negative impact of foreign exchange. The revenue
growth was driven primarily by improvements in the residential security
category and continued international expansion. Severe winter weather in the
U.S. and Canada was a significant negative impact on net sales results in the
second quarter.

The segment recorded net income, as adjusted, of $31.9 million in the second
quarter of fiscal 2014 compared to $0.6 million in the prior year’s second
quarter. Adjusted EBITDA in the second quarter of fiscal 2014 increased 11.3
percent to $45.3 million versus $40.7 million last year due to the increased
volumes. The adjusted EBITDA margin in the second quarter of fiscal 2014
expanded to 17.0 percent versus 15.9 percent in the previous year’s second
quarter.

Liquidity and Debt

Spectrum Brands completed its fiscal 2014 second quarter on March 30, 2014
with a solid liquidity position, including a cash balance of approximately $93
million and approximately $124 million available on its ABL facility at what
is the peak quarter for working capital requirements.

As of the end of the second quarter of fiscal 2014, Spectrum Brands had
approximately $3,438 million of debt outstanding at par, consisting of its ABL
facility of $168 million, senior secured Term Loans totaling the U.S. dollar
equivalent of approximately $1,733 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 $147 million of capital
leases and other obligations. In addition, the Company had approximately $50
million of letters of credit outstanding.

Fiscal 2014 Outlook

Spectrum Brands expects fiscal 2014 net sales, as reported, to increase
approximately at the rate of U.S. GDP growth compared to fiscal 2013 net
sales, including HHI in the prior year 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. In the second half
of fiscal 2014, the Company expects to use its strong free cash flow to make
significant payments on its term debt, totaling approximately $250 million for
the fiscal year, and delever its balance sheet, resulting in leverage (total
debt to adjusted EBITDA) of approximately 4.2 times or less at the end of the
fiscal year.

Conference Call/Webcast Scheduled for 9:00 A.M. Eastern Time Today

Spectrum Brands will host an earnings conference call and webcast at 9:00 a.m.
Eastern Time today, May 7. 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 24589724. A live webcast and related
presentation slides will be available by visiting the Event Calendar page in
the Investor Relations section of Spectrum Brands’ website at
www.spectrumbrands.com.

A replay of the live webcast also will be accessible through the Event
Calendar page in the Investor Relations section of the Company’s website. A
telephone replay of the conference call will be available through Wednesday,
May 21. 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®, VARTA®, Kwikset®,
Weiser®, Baldwin®, National Hardware®, Pfister™, Remington®, George Foreman®,
Black & Decker®, Toastmaster®, Farberware®, Tetra®, Marineland®, Nature’s
Miracle®, Dingo®, 8-in-1®, FURminator®, Littermaid®, Spectracide®, Cutter®,
Repel®, Hot Shot®, Black Flag® and Liquid Fence®. 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 Diluted Income (Loss) Per Share to Adjusted Diluted Earnings Per
Share,” for a complete reconciliation of diluted earnings (loss) per share on
a GAAP basis to adjusted diluted earnings (loss) per share, and see attached
Table 4, “Reconciliation of GAAP Net Income (Loss) to Adjusted EBITDA,” for a
reconciliation of GAAP Net Income (Loss) to adjusted EBITDA for the three
months and six months ended March 30, 2014 versus the three months and six
months ended March 31, 2013. 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, 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 integrate, and to realize
synergies from, the combined businesses of Spectrum Brands and the Hardware &
Home Improvement Group of Stanley Black & Decker, and from our purchase of 56
percent of the equity of Shaser, Inc., and from other bolt-on acquisitions,
(3) risks related to changes and developments in external competitive market
factors, such as introduction of new product features or technological
developments, development of new competitors or competitive brands or
competitive promotional activity or spending, (4) changes in consumer demand
for the various types of products Spectrum Brands Holdings offers, (5)
unfavorable developments in the global credit markets, (6) the impact of
overall economic conditions on consumer spending, (7) fluctuations in
commodities prices, the costs or availability of raw materials or terms and
conditions available from suppliers, (8) changes in the general economic
conditions in countries and regions where Spectrum Brands Holdings does
business, such as stock market prices, interest rates, currency exchange
rates, inflation and consumer spending, (9) Spectrum Brands Holdings’ ability
to successfully implement manufacturing, distribution and other cost
efficiencies and to continue to benefit from its cost-cutting initiatives,
(10) Spectrum Brands Holdings’ ability to identify, develop and retain key
employees, (11) unfavorable weather conditions and various other risks and
uncertainties, including those discussed herein and those set forth in the
securities filings of each of Spectrum Brands Holdings, Inc. and Spectrum
Brands, Inc., including each of their most recently filed Annual Reports on
Form 10-K or Quarterly Reports on Form 10-Q.

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


Table 1
SPECTRUM BRANDS HOLDINGS, INC.
Condensed Consolidated Statements of Operations
For the three and six month periods ended March 30, 2014 and March 31, 2013
(Unaudited)
($ in millions, except per share amounts)
                                                                     
                                                                           
                THREE MONTHS                     SIX MONTHS
                F2014       F2013       INC      F2014       F2013         INC
                                        %                                  %
Net sales       $ 1,021.7   $ 987.8     3.4  %   $ 2,122.3   $ 1,858.0     14.2 %
Cost of goods     661.0       662.3                1,378.7     1,243.3
sold
Restructuring
and related      1.1        2.6                2.8       3.7     
charges
Gross profit      359.6       322.9     11.4 %     740.8       611.0       21.2 %
                                                                           
Selling           165.7       171.0                329.9       299.8
General and       75.9        70.4                 148.9       127.2
administrative
Research and      12.3        11.9                 23.1        20.0
development
Acquisition and
integration       6.3         12.0                 11.8        32.8
related charges
Restructuring
and related      6.8        5.3                9.5       10.8    
charges
                                                                           
Total operating  267.0      270.6              523.2      490.6   
expenses
                                                                           
Operating         92.6        52.3                 217.6       120.4
income
                                                                           
Interest          47.4        60.4                 104.4       130.2
expense
Other expense,   0.8        3.7                1.6       5.3     
net
                                                                           
Income (loss)
from continuing
operations        44.4        (11.8 )              111.6       (15.1   )
before income
taxes
                                                                           
Income tax       10.5       29.1               23.3      39.8    
expense
                                                                           
Net income        33.9        (40.9 )              88.3        (54.9   )
(loss)
                                                                           
Less: Net
income (loss)
attributable to  0.1        0.3                0.2       (0.2    )
non-controlling
interest
                                                                           
Net income
(loss)
attributable to $ 33.8      $ (41.2 )            $ 88.1     $ (54.7   )
controlling
interest
                                                                           
Average shares    52.7        52.1                 52.6        51.9
outstanding (a)
                                                                           
Basic income
(loss) per
share           $ 0.64      $ (0.79 )            $ 1.68      $ (1.05   )
attributable to
controlling
interest
                                                                           
Average shares
and common
stock             53.0        52.1                 52.8        51.9
equivalents
outstanding (a)
(b)
                                                                           
Diluted income
(loss) per
share           $ 0.64      $ (0.79 )            $ 1.67      $ (1.05   )
attributable to
controlling
interest
                                                                           
Cash dividends
declared per    $ 0.30      $ 0.25               $ 0.55      $ 0.25
common share

(a) Per share figures calculated prior to rounding.
(b) For the three and six months ended March 31, 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 six month periods ended March 30, 2014 and March
31, 2013
(Unaudited)
($ in millions)
                                                              
Supplemental Financial       F2014       F2013
Data
Cash and cash equivalents    $ 93.4      $ 77.5
                                                                   
Trade receivables, net       $ 525.2     $ 480.0
Days Sales Outstanding (a)     43          40
                                                                   
Inventory                    $ 725.9     $ 705.4
Inventory Turnover (b)         4.0         4.0
                                                                   
Total debt                   $ 3,429.5   $ 3,258.9
                                                                   
                             THREE MONTHS              SIX MONTHS
Supplemental Cash Flow       F2014       F2013         F2014       F2013
Data
                                                                   
Depreciation and
amortization, excluding      $ 50.5      $ 47.2        $ 95.1      $ 78.2
amortization of
debt issuance costs
                                                                   
Capital expenditures         $ 20.9      $ 11.4        $ 36.8      $ 20.7
                                                                   
                             THREE MONTHS              SIX MONTHS
Supplemental Segment Sales   F2014       F2013         F2014       F2013
& Profitability
                                                                   
Net Sales
Global Batteries &           $ 480.9     $ 468.6       $ 1,140.2   $ 1,134.6
Appliances
Global Pet Supplies            159.4       160.5         288.5       300.2
Home and Garden                114.5       102.0         148.2       132.5
Hardware & Home               266.9      256.7       545.3      290.7   
Improvement
Total net sales              $ 1,021.7   $ 987.8       $ 2,122.2   $ 1,858.0
                                                                   
Segment Profit
Global Batteries &           $ 44.2      $ 41.4        $ 141.4     $ 136.8
Appliances
Global Pet Supplies            20.6        20.4          33.6        36.3
Home and Garden                23.1        20.8          21.9        16.5
Hardware & Home               34.8       6.7         74.8       3.5     
Improvement
Total segment profit           122.7       89.3          271.7       193.1
                                                                   
Corporate                      15.9        17.1          30.0        25.4
Acquisition and
integration related            6.3         12.0          11.8        32.8
charges
Restructuring and related      7.9         7.9           12.3        14.5
charges
Interest expense               47.4        60.4          104.4       130.2
Other expense, net            0.8        3.7         1.6        5.3     
                                                                   
Income (loss) from
continuing operations        $ 44.4      $ (11.8   )   $ 111.6     $ (15.1   )
before income taxes

(a) Reflects actual days sales outstanding at end of period.
                           
(b) Reflects cost of sales (excluding restructuring and related charges)
during the last twelve months divided by average inventory 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 six month periods ended March 30, 2014 and March 31, 2013
(Unaudited)
                                               
                                                                          
                   THREE MONTHS                   SIX MONTHS
                   F2014         F2013            F2014         F2013
Diluted income
(loss) per         $ 0.64        $ (0.79 )        $ 1.67        $ (1.05 )
share, as
reported
                                                                          
Adjustments, net
of tax:
Pre-acquisition      —             —                —             0.06    (a)
earnings of HHI
Acquisition and
integration          0.08    (b)   0.15    (d)      0.15    (c)   0.41    (e)
related charges
Restructuring
and related          0.09    (f)   0.10    (g)      0.15    (f)   0.18    (g)
charges
Debt refinancing     —             —                0.14    (h)   0.36    (i)
costs
Purchase
accounting           —             0.32    (j)      —             0.38    (j)
inventory
adjustment
Venezuela            —             0.03    (k)      —             0.02    (k)
devaluation
Income taxes        (0.09 ) (l)  0.63   (m )    (0.30 ) (l)  0.86   (m )
                     0.08          1.23             0.14          2.27
                                                                          
Diluted income
per share, as      $ 0.72       $ 0.44          $ 1.81       $ 1.22  
adjusted

(a) For the six months ended March 31, 2013, reflects $3.2 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 Business as stand alone
financial data is not available for the periods presented. The TLM Business is
not deemed material to the Company's operating results.

(b) For the three months ended March 30, 2014, reflects $4.1 million, net of
tax, of Acquisition and integration related charges, as follows: (i) $2.4
million related to the acquisition of the HHI Business, consisting primarily
of integration costs; (ii) $0.8 million related to the acquisition of Liquid
Fence, consisting primarily of legal and professional fees; and (iii) $0.9
million related to the acquisition of Shaser and other acquisition activity,
consisting of legal and professional fees.
                                        
(c) For the six months ended March 30, 2014, reflects $7.7 million, net of
tax, of Acquisition and integration related charges, as follows: (i) $5.1
million related to the acquisition of the HHI Business, consisting primarily
of integration costs; (ii) $1.1 million related to the acquisition of Liquid
Fence, consisting primarily of legal and professional fees; and (iii) $1.5
million related to the acquisition of Shaser and other acquisition activity,
consisting of integration costs and legal and professional fees.
                                        
(d) For the three months ended March 31, 2013, reflects $7.8 million, net of
tax, of Acquisition and integration related charges as follows: (i) $6.6
million related to the acquisition of the HHI Business which consisted
primarily of legal and professional fees; (ii) $0.7 million related to the
merger with Russell Hobbs which consisted primarily of integration costs;
(iii) $0.4 million related to the acquisition of FURminator, consisting
primarily of legal and professional fees; and (iv) $0.1 million related to the
acquisition of Shaser and other acquisition activity, consisting primarily of
legal and professional fees.
                                        
(e) For the six months ended March 31, 2013, reflects $21.3 million, net of
tax, of Acquisition and integration related charges as follows: (i) $16.1
million related to the acquisition of the HHI Business which consisted
primarily of legal and professional fees; (ii) $1.6 million related to the
merger with Russell Hobbs which consisted primarily of integration costs;
(iii) $0.8 million related to the acquisition of FURminator, consisting
primarily of legal and professional fees; and (iv) $2.8 million related to the
acquisition of Shaser and other acquisition activity, consisting primarily of
legal and professional fees.
                                        
(f) For the three and six months ended March 30, 2014, reflects $5.1 million
and $8.0 million, net of tax, respectively, of Restructuring and related
charges primarily related to the Global Expense Rationalization Initiatives
announced in Fiscal 2013.
                                        
(g) For the three and six months ended March 31, 2013, reflects $5.1 million
and $9.4 million, net of tax, respectively, of Restructuring and related
charges primarily related to the Global Cost Reduction Initiatives announced
in Fiscal 2009.
                                        
(h) For the six months ended March 30, 2014, reflects $7.3 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.
                                        
(i) For the six months ended March 31, 2013, reflects $18.7 million, net of
tax, related to financing fees and the write off of unamortized debt issuance
costs in connection with the replacement of the Company's Term Loan and the
issuance of the 6.375% Notes and 6.625% Notes in connection with the
acquisition of the HHI Business.
                                        
(j) For the three and six months ended March 31, 2013, reflects a non-cash
increase to cost of goods sold $16.7 million, net of tax, and $20.2 million,
net of tax, respectively, 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 three and six months ended March 31, 2013, reflects an adjustment
of $1.3 million, net of tax, related to the devaluation of the Venezuelan
Bolivar Fuerte.
                                        
(l) For the three and six months ended March 30, 2014, reflects adjustments to
income tax expense of $(5.0) million and $(15.8) 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 six months ended March 31, 2013, reflects adjustments to
income tax expense of $33.3 million and $45.0 million, respectively, to
exclude the impact of the valuation allowance against deferred taxes and other
tax related items in order to reflect a normalized ongoing effective tax rate.


Table 4
SPECTRUM BRANDS HOLDINGS, INC.
Reconciliation of GAAP Net Income (Loss) to Adjusted EBITDA
For the three month period ended March 30, 2014
(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 $  35.8      $  19.4    $ 22.8   $    31.7     $  (75.9  )   $    33.8
controlling
interest, as
adjusted (a)
Net (income)
loss
attributable to   (0.1  )     —        —          0.2        —             0.1
non-controlling
interest
Net income
(loss), as         35.7         19.4      22.8        31.9        (75.9  )        33.9
adjusted (a)
                                                                             
Income tax         —            —         —           —           10.5            10.5
expense
Interest           —            —         —           —           47.4            47.4
expense
Acquisition and
integration        2.8          —         0.3         1.4         1.8             6.3
related charges
Restructuring
and related       4.9        1.0      —          2.0        —             7.9
charges
                                                                             
Adjusted EBIT      43.4         20.4      23.1        35.3        (16.2  )        106.0
Depreciation
and               17.8       8.1      3.3        10.0       11.3          50.5
amortization
(b)
                                                                             
Adjusted EBITDA $  61.2     $  28.5    $ 26.4   $    45.3     $  (4.9   )   $    156.5

Note: Amounts calculated prior to rounding.
                                                              
(a) It is the Company's policy to record Income tax expense and Interest
expense on a consolidated basis. Accordingly, such amounts are not reflected
in the results of the operating segments and are presented within
Corporate/Unallocated Items.
                                                              
(b) Included within depreciation and amortization is amortization of unearned
restricted stock compensation.


Table 4
SPECTRUM BRANDS HOLDINGS, INC.
Reconciliation of GAAP Net Income (Loss) to Adjusted EBITDA
For the six month period ended March 30, 2014
(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 $  129.1     $  31.9    $ 21.5   $    67.1     $  (161.5 )   $    88.1
controlling
interest, as
adjusted (a)
Net (income)
loss
attributable to   (0.3  )     —        —          0.5        —             0.2
non-controlling
interest
Net income
(loss), as         128.8        31.9      21.5        67.6        (161.5 )        88.3
adjusted (a)
                                                                             
Income tax         —            —         —           —           23.3            23.3
expense
Interest           —            —         —           —           104.4           104.4
expense
Acquisition and
integration        4.7          —         0.3         3.6         3.2             11.8
related charges
Restructuring
and related       7.2        1.3      —          3.1        0.7           12.3
charges
                                                                             
Adjusted EBIT      140.7        33.2      21.8        74.3        (29.9  )        240.1
Depreciation
and               34.7       15.7    6.1        20.7       17.9          95.1
amortization
(b)
                                                                             
Adjusted EBITDA $  175.4    $  48.9    $ 27.9   $    95.0     $  (12.0  )   $    335.2

Note: Amounts calculated prior to rounding.
                                                              
(a) It is the Company's policy to record Income tax expense and Interest
expense on a consolidated basis. Accordingly, such amounts are not reflected
in the results of the operating segments and are presented within
Corporate/Unallocated Items.
                                                              
(b) Included within depreciation and amortization is amortization of unearned
restricted stock compensation.


Table 4
SPECTRUM BRANDS HOLDINGS, INC.
Reconciliation of GAAP Net Income (Loss) to Adjusted EBITDA
For the three month period ended March 31, 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 $   34.3     $  16.4    $ 20.6   $    0.6      $  (113.2 )   $  (41.2  )
controlling
interest, as
adjusted (a)
Net loss
attributable to    0.3        —        —          —          —           0.3    
non-controlling
interest
Net income
(loss), as          34.6        16.4      20.6        0.6         (113.2 )      (40.9  )
adjusted (a)
                                                                             
Income tax          —           —         —           —           29.1          29.1
expense
Interest            —           —         —           —           60.4          60.4
expense
Acquisition and
integration         1.9         0.6       —           2.8         6.7           12.0
related charges
Restructuring
and related         1.8         3.1       0.2         2.7         0.1           7.9
charges
HHI Business
inventory fair      —           —         —           25.8        —             25.8
value
adjustment
Venezuela          2.0        —        —          —          —           2.0    
devaluation
                                                                             
Adjusted EBIT       40.3        20.1      20.8        31.9        (17.0  )      96.1
Depreciation
and                16.6       7.4      2.9        8.8        11.5        47.2   
amortization
(b)
                                                                             
Adjusted EBITDA $   56.9     $  27.5    $ 23.7   $    40.7     $  (5.5   )   $  143.3  

Note: Amounts calculated prior to rounding.
                                                              
(a) It is the Company's policy to record Income tax expense and Interest
expense on a consolidated basis. Accordingly, such amounts are not reflected
in the results of the operating segments and are presented within
Corporate/Unallocated Items.
                                                              
(b) Included within depreciation and amortization is amortization of unearned
restricted stock compensation.


Table 4
SPECTRUM BRANDS HOLDINGS, INC.
Reconciliation of GAAP Net Income (Loss) to Adjusted EBITDA
For the six month period ended March 31, 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 (loss)
income
attributable to $  126.8     $  26.6    $ 16.1   $  (2.9  )    $  (221.3 )   $  (54.7  )
controlling
interest, as
adjusted (a)
Net loss
attributable to   (0.2  )     —        —        —           —           (0.2   )
non-controlling
interest
Net income
(loss), as         126.6        26.6      16.1      (2.9  )       (221.3 )      (54.9  )
adjusted (a)
                                                                             
Pre-acquisition
earnings of HHI    —            —         —         30.3          —             30.3
(b)
Income tax         —            —         —         —             39.8          39.8
expense
Interest           —            —         —         —             130.2         130.2
expense
Acquisition and
integration        3.2          1.2       —         2.9           25.5          32.8
related charges
Restructuring
and related        3.1          8.1       0.4       2.7           0.2           14.5
charges
HHI Business
inventory fair     —            —         —         31.0          —             31.0
value
adjustment
Venezuela         2.0        —        —        —           —           2.0    
devaluation
                                                                             
Adjusted EBIT      134.9        35.9      16.5      64.0          (25.6  )      225.7
Depreciation
and               32.7       14.7     5.8      10.3        14.7        78.2   
amortization
(c)
                                                                             
Adjusted EBITDA $  167.6    $  50.6    $ 22.3   $  74.3      $  (10.9  )   $  303.9  

Note: Amounts calculated prior to rounding.
                                                             
(a) It is the Company's policy to record Income tax expense and Interest
expense on a consolidated basis. Accordingly, such amounts are not reflected
in the results of the operating segments and are presented within
Corporate/Unallocated Items.
                                                             
(b) The Pre-acquisition earnings of HHI do not include the TLM Business as
stand alone financial data is not available for the periods presented. The TLM
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 six month periods ended March 30, 2014 and March 31, 2013
(Unaudited)
(In millions)
                                                                  
                  THREE MONTHS                    SIX MONTHS
                  F2014       F2013     INC %     F2014       F2013       INC %
                                                                          
Spectrum Brands
Holdings, Inc.    $ 1,021.7   $ 987.8   3.4 %     $ 2,122.3   $ 1,858.0   14.2 %
Net sales - as
reported
HHI
pre-acquisition     —           —                   —           191.8
Net sales (a)
                                                           
Pro Forma Net     $ 1,021.7   $ 987.8   3.4 %     $ 2,122.3   $ 2,049.8   3.5  %
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 Business as stand alone financial data is not
available for the periods presented. The TLM 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 month period ending September 30, 2014
(Unaudited)
($ in millions)
                                           
Forecasted:
                                                        
Net Cash provided from Operating                        $ 420 - 425
Activities
                                                        
Purchases of property, plant and equipment              (70) - (75)
                                                        
Free Cash Flow                                          $ 350
                                                        

Contact:

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