Spectrum Brands, Inc.

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424B3

Prospectus Supplement No. 3

to Prospectus dated February 2, 2016

Filed pursuant to Rule 424(b)(3)
File No. 333-209020

LOGO

Spectrum Brands, Inc.

6.375% Senior Notes due 2020 and Related Guarantees

6.625% Senior Notes due 2022 and Related Guarantees

6.125% Senior Notes due 2024 and Related Guarantees

5.750% Senior Notes due 2025 and Related Guarantees

This prospectus supplement relates to the prospectus dated February 2, 2016 (for use by our affiliate Jefferies LLC or any of its affiliates (collectively referred to as “Jefferies”) in connection with offers and sales by Jefferies of our 6.375% Senior Notes due 2020 and Related Guarantees, 6.625% Senior Notes due 2022 and Related Guarantees, 6.125% Senior Notes due 2024 and Related Guarantees and 5.750% Senior Notes due 2025 and Related Guarantees (the “Notes”) in market-making transactions effected from time to time).

This prospectus supplement is being filed to update, amend and supplement the information previously included in the prospectus with the information contained in SB/RH Holdings, LLC’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 3, 2016 (the “10-Q”). Accordingly, we have attached the 10-Q to this prospectus supplement. You should read this prospectus supplement together with the prospectus, which is to be delivered with this prospectus supplement.

An investment in the Notes involves risks. Please refer to the section in the prospectus entitled “Risk Factors” commencing on page 15 of the prospectus.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if the prospectus or this prospectus supplement is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus supplement is August 3, 2016.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended July 3, 2016

¨	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

LOGO

Commission File No.

Name of Registrant, State of Incorporation,

Address of Principal Offices, and Telephone No.

IRS Employer

Identification No.

001-34757

Spectrum Brands Holdings, Inc.

(a Delaware corporation)

3001 Deming Way

Middleton, WI 53562

(608) 275-3340

www.spectrumbrands.com

27-2166630

333-192634-03

SB/RH Holdings, LLC

(a Delaware limited liability company)

3001 Deming Way

Middleton, WI 53562

(608) 275-3340

27-2812840

Indicate by check mark whether the registrants (1) have filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.


Spectrum Brands Holdings, Inc.		Yes x No ¨
SB/RH Holdings, LLC		Yes x No ¨

Indicate by check mark whether the registrants have submitted electronically and posted on their corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).


Spectrum Brands Holdings, Inc.		Yes x No ¨
SB/RH Holdings, LLC		Yes x No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):


Registrant	Large Accelerated Filer	Accelerated filer	Non-accelerated filer	Smaller reporting company
Spectrum Brands Holdings, Inc.	x
SB/RH Holdings, LLC			x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).


Spectrum Brands Holdings, Inc.		Yes ¨ No x
SB/RH Holdings, LLC		Yes ¨ No x

As of August 1, 2016, there were outstanding 59,404,604 shares of Spectrum Brands Holdings, Inc.’s common stock, par value $0.01 per share.

SB/RH Holdings, LLC meets the conditions set forth in General Instruction H(1)(a) and (b) of Form 10-Q and is therefore filing this report with a reduced disclosure format as permitted by general instruction H(2).

Forward-Looking Statements

We have made or implied certain forward-looking statements in this report. All statements, other than statements of historical facts included in this report, including the statements under “Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding our business strategy, future operations, financial condition, estimated revenues, projected costs, projected synergies, prospects, plans and objectives of management, as well as information concerning expected actions of third parties, are forward-looking statements. When used in this report, the words anticipate, intend, plan, estimate, believe, expect, project, could, will, should, may and similar expressions are also intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words.

Since these forward-looking statements are based upon our current expectations of future events and projections and are subject to a number of risks and uncertainties, many of which are beyond our control and some of which may change rapidly, actual results or outcomes may differ materially from those expressed or implied herein, and you should not place undue reliance on these statements. Important factors that could cause our actual results to differ materially from those expressed or implied herein include, without limitation:

•

the impact of our indebtedness on our business, financial condition and results of operations;

•

the impact of restrictions in our debt instruments on our ability to operate our business, finance our capital needs or pursue or expand business strategies;

•

any failure to comply with financial covenants and other provisions and restrictions of our debt instruments;

•

the impact of expenses resulting from the implementation of new business strategies, divestitures or current and proposed restructuring activities;

•

our inability to successfully integrate and operate new acquisitions at the level of financial performance anticipated;

•

the unanticipated loss of key members of senior management;

•

the impact of fluctuations in commodity prices, costs or availability of raw materials or terms and conditions available from suppliers, including suppliers’ willingness to advance credit;

•

interest rate and exchange rate fluctuations;

•

the loss of, or a significant reduction in, sales to any significant retail customer(s);

•

competitive promotional activity or spending by competitors, or price reductions by competitors;

•

the introduction of new product features or technological developments by competitors and/or the development of new competitors or competitive brands;

•

the effects of general economic conditions, including inflation, recession or fears of a recession, depression or fears of a depression, labor costs and stock market volatility or changes in trade, monetary or fiscal policies in the countries where we do business;

•

changes in consumer spending preferences and demand for our products;

•

our ability to develop and successfully introduce new products, protect our intellectual property and avoid infringing the intellectual property of third parties;

•

our ability to successfully implement, achieve and sustain manufacturing and distribution cost efficiencies and improvements, and fully realize anticipated cost savings;

•

the cost and effect of unanticipated legal, tax or regulatory proceedings or new laws or regulations (including environmental, public health and consumer protection regulations);

•

public perception regarding the safety of our products, including the potential for environmental liabilities, product liability claims, litigation and other claims;

•

the impact of pending or threatened litigation;

•

changes in accounting policies applicable to our business;

•

government regulations;

•

the seasonal nature of sales of certain of our products;

•

the effects of climate change and unusual weather activity; and

•

the effects of political or economic conditions, terrorist attacks, acts of war or other unrest in international markets.

Some of the above-mentioned factors are described in further detail in the sections entitled “Risk Factors” in our annual and quarterly reports (including this report), as applicable. You should assume the information appearing in this report is accurate only as of the end of the period covered by this report, or as otherwise specified, as our business, financial condition, results of operations and prospects may have changed since that date. Except as required by applicable law, including the securities laws of the United States (“U.S.”) and the rules and regulations of the United States Securities and Exchange Commission (“SEC”), we undertake no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise, to reflect actual results or changes in factors or assumptions affecting such forward-looking statements.

SPECTRUM BRANDS HOLDINGS, INC.

SB/RH HOLDINGS, LLC

TABLE OF CONTENTS

This report is a combined report of Spectrum Brands Holdings, Inc. and SB/RH Holdings, LLC. The combined notes to the condensed consolidated financial statements include notes representing Spectrum Brands Holdings, Inc. and SB/RH Holdings, LLC and certain notes related specifically to SB/RH Holdings, LLC.


		Page
PART I	FINANCIAL INFORMATION

Item 1.	Financial Statements		1

*Spectrum Brands Holdings, Inc. Condensed Consolidated Financial Statements (Unaudited)*

	Condensed Consolidated Statements of Financial Position as of July 3, 2016 and September 30, 2015		1

	Condensed Consolidated Statements of Operations for the three and nine month periods ended July 3, 2016 and June 28, 2015		2

	Condensed Consolidated Statements of Comprehensive Income for the three and nine month periods ended July 3, 2016 and June 28, 2015		2

	Condensed Consolidated Statements of Cash Flows for the nine month periods ended July 3, 2016 and June 28, 2015		3

*SB/RH Holdings, LLC Condensed Consolidated Financial Statements (Unaudited)*

	Condensed Consolidated Statements of Financial Position as of July 3, 2016 and September 30, 2015		4

	Condensed Consolidated Statements of Operations for the three and nine month periods ended July 3, 2016 and June 28, 2015		5

	Condensed Consolidated Statements of Comprehensive Income for the three and nine month periods ended July 3, 2016 and June 28, 2015		5

	Condensed Consolidated Statements of Cash Flows for the nine month periods ended July 3, 2016 and June 28, 2015		6

*Spectrum Brands Holdings, Inc. and SB/RH Holdings, LLC Combined (Unaudited)*
	Combined Notes to Condensed Consolidated Financial Statements		7

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		28

Item 3.	Quantitative and Qualitative Disclosures About Market Risk		42

Item 4.	Controls and Procedures		42

PART II	OTHER INFORMATION

Item 1.	Legal Proceedings		43

Item 1A.	Risk Factors		43

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds		44

Item 6.	Exhibits		44

Signatures			45

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

SPECTRUM BRANDS HOLDINGS, INC.

Condensed Consolidated Statements of Financial Position

July 3, 2016 and September 30, 2015

(in millions, unaudited)


	July 3, 2016			September 30, 2015
Assets
Current assets:
Cash and cash equivalents	$	117.0		$	247.9
Trade receivables, net		588.9			498.8
Other receivables		61.2			87.9
Inventories		842.3			780.8
Prepaid expenses and other current assets		82.2			72.1

Total current assets		1,691.6			1,687.5
Property, plant and equipment, net		523.2			507.1
Deferred charges and other		41.2			42.2
Goodwill		2,479.7			2,476.7
Intangible assets, net		2,399.6			2,480.3

Total assets	$	7,135.3		$	7,193.8

Liabilities and Shareholders’ Equity
Current liabilities:
Current portion of long-term debt	$	35.3		$	33.8
Accounts payable		473.5			620.6
Accrued wages and salaries		94.5			96.5
Accrued interest		42.0			63.3
Other current liabilities		187.8			212.7

Total current liabilities		833.1			1,026.9
Long-term debt, net of current portion		3,840.2			3,872.1
Deferred income taxes		552.4			572.5
Other long-term liabilities		105.8			115.5

Total liabilities		5,331.5			5,587.0
Commitments and contingencies
Shareholders’ equity:
Common stock		0.6			0.6
Additional paid-in capital		2,063.2			2,033.6
Accumulated deficit		(2.6	)		(205.5	)
Accumulated other comprehensive loss, net of tax		(195.5	)		(200.1	)
Treasury stock, at cost		(105.8	)		(65.5	)

Total shareholders’ equity		1,759.9			1,563.1
Noncontrolling interest		43.9			43.7

Total equity		1,803.8			1,606.8

Total liabilities and equity	$	7,135.3		$	7,193.8

See accompanying notes to the condensed consolidated financial statements

SPECTRUM BRANDS HOLDINGS, INC.

Condensed Consolidated Statements of Operations

For the three and nine month periods ended July 3, 2016 and June 28, 2015

(in millions, except per share figures, unaudited)


	Three Month Periods Ended					Nine Month Periods Ended
	July 3, 2016		June 28, 2015			July 3, 2016		June 28, 2015
Net sales	$	1,361.5	$	1,247.5		$	3,790.0	$	3,382.3
Cost of goods sold		830.8		789.5			2,355.5		2,179.0
Restructuring and related charges		0.1		—			0.4		0.4

Gross profit		530.6		458.0			1,434.1		1,202.9
Selling		201.7		184.8			578.3		517.7
General and administrative		94.2		89.9			276.2		242.5
Research and development		14.6		12.9			42.9		36.9
Acquisition and integration related charges		8.0		24.2			31.2		44.2
Restructuring and related charges		5.4		10.5			7.8		21.9

Total operating expenses		323.9		322.3			936.4		863.2

Operating income		206.7		135.7			497.7		339.7
Interest expense		59.9		112.9			175.8		206.5
Other non-operating expense, net		2.2		1.7			6.5		5.6

Income from operations before income taxes		144.6		21.1			315.4		127.6
Income tax expense (benefit)		42.5		(23.8	)		46.8		4.8

Net income		102.1		44.9			268.6		122.8
Net income attributable to non-controlling interest		0.2		—			0.4		0.3

Net income attributable to controlling interest	$	101.9	$	44.9		$	268.2	$	122.5

Earnings Per Share
Basic earnings per share	$	1.72	$	0.79		$	4.52	$	2.26
Diluted earnings per share		1.71		0.79			4.51		2.26
Dividends per share		0.38		0.33			1.09		0.96
Weighted Average Shares Outstanding
Basic		59.4		56.5			59.3		54.2
Diluted		59.6		56.5			59.5		54.3

See accompanying notes to the condensed consolidated financial statements

SPECTRUM BRANDS HOLDINGS, INC.

Condensed Consolidated Statements of Comprehensive Income

For the three and nine month periods ended July 3, 2016 and June 28, 2015

(in millions, unaudited)


	Three Month Periods Ended						Nine Month Periods Ended
	July 3, 2016			June 28, 2015			July 3, 2016			June 28, 2015
Net income	$	102.1		$	44.9		$	268.6		$	122.8
Other comprehensive (loss) income, net of tax:
Foreign currency translation (loss) gain		(13.7	)		9.5			(6.0	)		(68.6	)
Unrealized gain (loss) on hedging derivatives, net tax of $(2.9), $3.9, $(0.4) and $2.0, respectively		7.8			(12.0	)		8.6			(8.6	)
Defined benefit pension gain (loss), net tax of $(0.3), $0.2, $(0.5) and $(0.9), respectively		1.2			(0.6	)		1.7			2.8

Other comprehensive (loss) income, net of tax		(4.7	)		(3.1	)		4.3			(74.4	)

Comprehensive income		97.4			41.8			272.9			48.4
Comprehensive (loss) income attributable to non-controlling interest		(0.2	)		—			(0.3	)		0.3

Comprehensive income attributable to controlling interest	$	97.6		$	41.8		$	273.2		$	48.1

See accompanying notes to the condensed consolidated financial statements

SPECTRUM BRANDS HOLDINGS, INC.

Condensed Consolidated Statements of Cash Flows

For the nine month periods ended July 3, 2016 and June 28, 2015

(in millions, unaudited)


	July 3, 2016			June 28, 2015
Cash flows from operating activities
Net income	$	268.6		$	122.8
Adjustments to reconcile net income to net cash provided (used) by operating activities:
Amortization of intangible assets		70.5			64.0
Depreciation		66.2			58.7
Share based compensation		47.4			36.3
Non-cash inventory adjustment from acquisitions		—			7.7
Non-cash restructuring and related charges		2.8			15.0
Amortization of debt issuance costs		8.4			7.7
Write-off of debt issuance costs on retired debt		—			11.2
Non-cash debt accretion		1.6			1.4
Write-off of unamortized discount on retired debt		—			1.7
Deferred tax benefit		(3.1	)		(32.0	)
Net changes in operating assets and liabilities, net of effects of acquisitions		(344.5	)		(453.7	)

Net cash provided (used) by operating activities		117.9			(159.2	)
Cash flows from investing activities
Purchases of property, plant and equipment		(59.6	)		(49.5	)
Business acquisitions, net of cash acquired		—			(1,193.2	)
Proceeds from sales of property, plant and equipment		0.8			1.3
Other investing activities		(1.9	)		(0.9	)

Net cash used by investing activities		(60.7	)		(1,242.3	)
Cash flows from financing activities
Proceeds from issuance of debt		203.9			3,143.5
Payment of debt		(270.2	)		(2,275.2	)
Payment of debt issuance costs		(1.6	)		(42.7	)
Payment of cash dividends		(64.6	)		(51.0	)
Treasury stock purchases		(40.2	)		(8.4	)
Payment of contingent consideration		(3.2	)		—
Share based tax withholding payments, net of proceeds upon vesting		(10.5	)		(1.9	)
Net proceeds from issuance of common stock		—			562.8

Net cash (used) provided by financing activities		(186.4	)		1,327.1
Effect of exchange rate changes on cash and cash equivalents		(1.7	)		(13.0	)

Net decrease in cash and cash equivalents		(130.9	)		(87.4	)
Cash and cash equivalents, beginning of period		247.9			194.6

Cash and cash equivalents, end of period	$	117.0		$	107.2

Supplemental disclosure of cash flow information
Cash paid for interest	$	186.8		$	236.3
Cash paid for taxes		30.7			40.0
Non cash investing activities
Acquisition of property, plant and equipment through capital leases	$	28.2		$	2.2
Non cash financing activities
Issuance of shares through stock compensation plan	$	47.2		$	11.0

See accompanying notes to the condensed consolidated financial statements

SB/RH HOLDINGS, LLC

Condensed Consolidated Statements of Financial Position

July 3, 2016 and September 30, 2015

(in millions, unaudited)


	July 3, 2016			September 30, 2015
Assets
Current assets:
Cash and cash equivalents	$	116.9		$	247.9
Trade receivables, net		588.9			498.8
Other receivables		61.2			87.9
Inventories		842.3			780.8
Prepaid expenses and other current assets		82.2			72.1

Total current assets		1,691.5			1,687.5
Property, plant and equipment, net		523.2			507.1
Deferred charges and other		34.6			42.1
Goodwill		2,479.7			2,476.7
Intangible assets, net		2,399.6			2,480.3

Total assets	$	7,128.6		$	7,193.7

Liabilities and Shareholder’s Equity
Current liabilities:
Current portion of long-term debt	$	42.3		$	68.5
Accounts payable		473.5			620.6
Accrued wages and salaries		94.5			96.5
Accrued interest		42.0			63.3
Other current liabilities		187.1			211.9

Total current liabilities		839.4			1,060.8
Long-term debt, net of current portion		3,840.2			3,872.1
Deferred income taxes		555.6			572.5
Other long-term liabilities		105.8			115.5

Total liabilities		5,341.0			5,620.9
Commitments and contingencies
Shareholder’s equity:
Other capital		1,991.6			1,969.9
Accumulated deficit		(58.3	)		(246.7	)
Accumulated other comprehensive loss, net of tax		(195.5	)		(200.1	)

Total shareholder’s equity		1,737.8			1,523.1
Noncontrolling interest		49.8			49.7

Total equity		1,787.6			1,572.8

Total liabilities and equity	$	7,128.6		$	7,193.7

See accompanying notes to the condensed consolidated financial statements

SB/RH HOLDINGS, LLC

Condensed Consolidated Statements of Operations

For the three and nine month periods ended July 3, 2016 and June 28, 2015

(in millions, unaudited)


	Three Month Periods Ended					Nine Month Periods Ended
	July 3, 2016		June 28, 2015			July 3, 2016		June 28, 2015
Net sales	$	1,361.5	$	1,247.5		$	3,790.0	$	3,382.3
Cost of goods sold		830.8		789.5			2,355.5		2,179.0
Restructuring and related charges		0.1		—			0.4		0.4

Gross profit		530.6		458.0			1,434.1		1,202.9
Selling		201.7		184.8			578.3		517.7
General and administrative		92.8		88.2			271.7		238.1
Research and development		14.6		12.9			42.9		36.9
Acquisition and integration related charges		8.0		24.2			31.2		44.2
Restructuring and related charges		5.4		10.5			7.8		21.9

Total operating expenses		322.5		320.6			931.9		858.8

Operating income		208.1		137.4			502.2		344.1
Interest expense		59.9		112.9			175.8		206.5
Other non-operating expense, net		2.2		1.7			6.5		5.6

Income from operations before income taxes		146.0		22.8			319.9		132.0
Income tax expense		40.8		(23.8	)		56.6		4.8

Net income		105.2		46.6			263.3		127.2
Net income attributable to non-controlling interest		0.1		—			0.3		0.2

Net income attributable to controlling interest	$	105.1	$	46.6		$	263.0	$	127.0

See accompanying notes to the condensed consolidated financial statements

SB/RH HOLDINGS, LLC

Condensed Consolidated Statements of Comprehensive Income

For the three and nine month periods ended July 3, 2016 and June 28, 2015

(in millions, unaudited)


	Three Month Periods Ended						Nine Month Periods Ended
	July 3, 2016			June 28, 2015			July 3, 2016			June 28, 2015
Net income	$	105.2		$	46.6		$	263.3		$	127.2
Other comprehensive (loss) income, net of tax:
Foreign currency translation (loss) gain		(13.7	)		9.5			(6.0	)		(68.6	)
Unrealized gain (loss) on hedging derivatives, net tax of $(2.9), $3.9, $(0.4) and $2.0, respectively		7.8			(12.0	)		8.6			(8.6	)
Defined benefit pension gain (loss), net tax of $(0.3), $0.2, $(0.5) and $(0.9), respectively		1.2			(0.6	)		1.7			2.8

Other comprehensive (loss) income, net of tax		(4.7	)		(3.1	)		4.3			(74.4	)

Comprehensive income		100.5			43.5			267.6			52.8
Comprehensive (loss) income attributable to non-controlling interest		(0.2	)		—			(0.3	)		0.2

Comprehensive income attributable to controlling interest	$	100.7		$	43.5		$	267.9		$	52.6

See accompanying notes to the condensed consolidated financial statements

SB/RH HOLDINGS, LLC

Condensed Consolidated Statements of Cash Flows

For the nine month periods ended July 3, 2016 and June 28, 2015

(in millions, unaudited)


	July 3, 2016			June 28, 2015
Cash flows from operating activities
Net income	$	263.3		$	127.2
Adjustments to reconcile net income to net cash provided (used) by operating activities:
Amortization of intangible assets		70.5			64.0
Depreciation		66.2			58.7
Share based compensation		43.4			32.2
Non-cash inventory adjustment from acquisitions		—			7.7
Non-cash restructuring and related charges		2.8			15.0
Amortization of debt issuance costs		8.4			7.7
Write-off of debt issuance costs on retired debt		—			11.2
Non-cash debt accretion		1.6			1.4
Write-off of unamortized discount on retired debt		—			1.7
Deferred tax expense (benefit)		6.6			(32.0	)
Net changes in operating assets and liabilities, net of effects of acquisitions		(358.1	)		(458.4	)

Net cash provided (used) by operating activities		104.7			(163.6	)
Cash flows from investing activities
Purchases of property, plant and equipment		(59.6	)		(49.5	)
Business acquisitions, net of cash acquired		—			(1,193.2	)
Proceeds from sales of property, plant and equipment		0.8			1.3
Other investing activities		(1.9	)		(0.9	)

Net cash used by investing activities		(60.7	)		(1,242.3	)
Cash flows from financing activities
Proceeds from issuance of debt		217.8			3,177.0
Payment of debt		(311.7	)		(2,281.9	)
Payment of debt issuance costs		(1.6	)		(37.3	)
Payment of cash dividends to parent		(74.6	)		(51.0	)
Payment of contingent consideration		(3.2	)
Share based tax withholding payments, net of proceeds upon vesting		—			(1.9	)
Capital contribution from parent		—			528.3

Net cash (used) provided by financing activities		(173.3	)		1,333.2
Effect of exchange rate changes on cash and cash equivalents		(1.7	)		(13.0	)

Net decrease in cash and cash equivalents		(131.0	)		(85.7	)
Cash and cash equivalents, beginning of period		247.9			192.9

Cash and cash equivalents, end of period	$	116.9		$	107.2

Supplemental disclosure of cash flow information
Cash paid for interest	$	186.8		$	236.3
Cash paid for taxes		30.7			40.0
Non cash investing activities
Acquisition of property, plant and equipment through capital leases	$	28.2		$	2.2

See accompanying notes to the condensed consolidated financial statements

SPECTRUM BRANDS HOLDINGS, INC.

SB/RH HOLDINGS, LLC

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(in millions, unaudited)

This report is a combined report of Spectrum Brands Holdings, Inc. (“SBH”) and SB/RH Holdings, LLC (“SB/RH”) (collectively, the “Company”). The notes to the condensed consolidated financial statements that follow include both consolidated SBH and SB/RH notes, unless otherwise indicated below.

NOTE 1 - BASIS OF PRESENTATION

The accompanying unaudited condensed consolidated financial statements have been prepared by the Company and its majority owned subsidiaries in accordance with accounting principles for interim financial information generally accepted in the United States and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all the information and notes necessary for a comprehensive presentation of financial position and results of operations. It is management’s opinion, however, that all material adjustments have been made which are necessary for a fair financial statement presentation. For further information, refer to the consolidated financial statements and notes included in the Company’s Annual Report on Form 10-K for the year ended September 30, 2015.

NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES

In March 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-09, Compensation-Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting. The ASU provides for changes to the accounting for share-based payment awards issued to employees; primarily income taxes upon award vest or settlement, cash flow presentations of excess tax benefits and employee withheld taxes paid, as well as an entity forfeiture policy election. The ASU is effective for annual periods beginning after December 15, 2016, and interim period within those annual periods. Early adoption is permitted for any interim or annual period. The Company has elected to early adopt for the three month period ended July 3, 2016, effective as if adopted the first day of the fiscal year, October 1, 2015.

Under the new guidance, all excess tax benefits (“windfalls”) and deficiencies (“shortfalls”) related to employee stock compensation will be recognized within income tax expense. Under prior guidance, windfalls were recognized to additional paid-in capital and shortfalls were only recognized in the extent they exceed the pool of windfall tax benefits. As of September 30, 2015, there was $22.2 million of unrecognized deferred tax assets attributable to excess tax benefits that were not previously recognized as they did not reduce income taxes payable. The cumulative adjustment for the adoption did not have an impact on net equity as the incremental deferred tax assets are fully reserved by an incremental valuation allowance as of September 30, 2015. The adoption of the new standard impacted our previously reported quarterly results for the recognition of excess tax benefits in our provision for income taxes rather than paid in capital. Due to the valuation allowance on deferred taxes, there was no impact to our quarterly results for the three month period ended January 3, 2016. The following summarizes the impact to the three and six months periods ended April 3, 2016:


SBH Statements of Operations	Three Month Period Ended April 3, 2016								Six Month Period Ended April 3, 2016
(in millions, except per share)	As Reported		Adjustment			As Adjusted			As Reported		Adjustment			As Adjusted
Income tax expense (benefit)	$	14.9	$	(17.4	)	$	(2.5	)	$	21.8	$	(17.4	)	$	4.4
Net income		75.3		17.4			92.7			149.0		17.4			166.4
Net income attributable to controlling interest		75.2		17.4			92.6			148.8		17.4			166.2
Earnings Per Share
Basic earnings per share	$	1.27	$	0.29		$	1.56		$	2.51	$	0.29		$	2.80
Diluted earnings per share	$	1.26	$	0.29		$	1.55		$	2.50	$	0.29		$	2.79

SB/RH Statements of Operations	Three Month Period Ended April 3, 2016								Six Month Period Ended April 3, 2016
(in millions)	As Reported		Adjustment			As Adjusted			As Reported		Adjustment			As Adjusted
Income tax expense	$	19.4	$	(10.4	)	$	9.0		$	26.3	$	(10.4	)	$	15.9
Net income		72.2		10.4			82.6			147.7		10.4			158.1
Net income attributable to controlling interest		72.1		10.4			82.5			147.5		10.4			157.9

Further, as part of the adoption, the Company elected to account for forfeitures in compensation cost as they occur. The cumulative impact for the change in election was not material and was recognized in the three month period ended July 3, 2016.

In April 2015, the FASB issued ASU No. 2015-03, Interest – Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs. This ASU requires debt issuance costs related to a recognized debt liability to be presented on a balance sheet as a direct deduction from the debt liability, similar to the presentation of debt discounts. Current guidance generally requires entities to capitalize costs paid to third parties that are directly related to issuing debt and that otherwise wouldn’t be incurred, and present those amounts separately as deferred charges. During the three month period ended January 3, 2016, the Company retrospectively applied the adoption of this ASU, resulting in a reclassification of $65.1 million of debt issuance costs as of September 30, 2015.

In November 2015, the FASB issued ASU No. 2015-17, Income Taxes (Topic 740) – Balance Sheet Classification of Deferred Taxes. The ASU simplifies the presentation of deferred tax assets and liabilities to be classified as noncurrent on a balance sheet. Current guidance requires an entity to separate deferred income tax assets and liabilities into current and noncurrent amounts. The new guidance requires all deferred tax assets and liabilities to be presented as noncurrent as the separate current classification results in little to no benefit to users of the financial statements because the classification does not generally align with the time period in which the recognized deferred tax amounts are expected to be recovered or settled. During the three month period ended January 3, 2016, the Company retrospectively applied the adoption of this ASU, resulting in a reclassification of $44.7 million of current deferred tax assets and $4.6 million of current deferred tax liabilities as of September 30, 2015.

The following is a summary of the reclassifications from the retrospective adoption of ASU 2015-03 and ASU 2015-17 discussed above, as of September 30, 2015 for SBH and SB/RH, respectively:


	Spectrum Brands Holdings, Inc.									SB/RH Holdings, LLC
Statement of Financial Position (in millions)	As Reported			Reclassification			As Reclassified			As Reported			Reclassification			As Reclassified
Prepaid expenses and other current assets	$	116.8		$	(44.7	)	$	72.1		$	116.8		$	(44.7	)	$	72.1
Deferred charges and other		101.7			(59.5	)		42.2			101.6			(59.5	)		42.1
Other current liabilities		(217.3	)		4.6			(212.7	)		(216.5	)		4.6			(211.9	)
Long-term debt, net of current portion		(3,937.2	)		65.1			(3,872.1	)		(3,937.2	)		65.1			(3,872.1	)
Deferred taxes (noncurrent liability)		(607.0	)		34.5			(572.5	)		(607.0	)		34.5			(572.5	)

In September 2015, the FASB issued ASU No. 2015-16, Business Combinations (Topic 805): Simplifying the Accounting for Measurement-Period Adjustments. The ASU simplifies the presentation of provisional amounts recognized in a business combination during the measurement period (one year from the date of acquisition). Current guidance requires retrospective adjustment of prior periods; the new guidance eliminates this requirement. The Company applied the adoption of this ASU effective the first day of the year ending September 30, 2016 and all subsequent measurement period adjustments are recorded in the period identified, resulting in the recognition of adjustments to goodwill from the Armored AutoGroup (“AAG”) acquisition. See Note 8 “Goodwill and Intangible Assets”, for adjustments to goodwill.

NOTE 3 - ACQUISITIONS

Armored AutoGroup - On May 21, 2015, the Company completed the acquisition of Armored AutoGroup Parent, Inc. (“AAG”), a consumer products company consisting primarily of Armor All and STP products, two of the most recognizable brands in the automotive aftermarket appearance products and performance chemicals categories, respectively, and the A/C PRO brand of do-it-yourself automotive air conditioner recharge products. The results of AAG’s operations are included in the Company’s Condensed Consolidated Statements of Operations and are reported as a separate segment under Global Auto Care for the three and nine month periods ended July 3, 2016 and June 28, 2015, since the date of acquisition.

Salix - On January 16, 2015, the Company completed the acquisition of Salix, a vertically integrated producer and distributer of premium natural rawhide dog chews, treats and snacks. The results of Salix’s operations are included in the Company’s Condensed Consolidated Statements of Operations and as part of the Global Pet Supplies segment for the three and nine month periods ended July 3, 2016 and June 28, 2015, since the date of acquisition.

European IAMS and Eukanuba - On December 31, 2014, the Company completed the acquisition of Procter & Gamble’s European IAMS and Eukanuba pet food business (“European IAMS and Eukanuba”), premium brands for dogs and cats. The results of European IAMS and Eukanuba’s operations are included in the Company’s Condensed Consolidated Statements of Operations and as part of the Global Pet Supplies segment for the three and nine month periods ended July 3, 2016 and June 28, 2015, since the date of acquisition.

Acquisition and Integration Costs

The following table summarizes acquisition and integration related charges incurred by the Company for the three and nine month periods ended July 3, 2016 and June 28, 2015:


	Three Months Ended				Nine Months Ended
(in millions)	July 3, 2016		June 28, 2015		July 3, 2016		June 28, 2015
Armored AutoGroup	$	2.6	$	17.8	$	13.2	$	17.8
HHI Business		4.4		2.1		12.0		8.3
European IAMS and Eukanuba		0.4		1.0		2.4		6.0
Salix		0.2		3.3		1.7		8.4
Other		0.4		—		1.9		3.7

Total acquisition and integration related charges	$	8.0	$	24.2	$	31.2	$	44.2

NOTE 4 - RESTRUCTURING AND RELATED CHARGES

GAC Business Rationalization Initiatives – During the three month period ended July 3, 2016, the Company implemented a series of initiatives through the Global Auto Care segment to consolidate certain operations and reduce operating costs. These initiatives included headcount reductions and the exit of certain facilities. Total costs associated with these initiatives are expected to be approximately $15 million, of which $3.6 million has been incurred to date, the balance is anticipated to be incurred through September 30, 2017.

HHI Business Rationalization Initiatives – During the three month period ended September 30, 2014, the Company implemented a series of initiatives throughout the Hardware & Home Improvement segment to reduce operating costs and exit low margin business outside the U.S. These initiatives included headcount reductions, the exit of certain facilities and the sale of a portion of the global Hardware & Home Improvement operations. Total costs associated with these initiatives are expected to be approximately $15 million, of which $14.3 million has been incurred to date, the balance is anticipated to be incurred through September 30, 2016.

Global Expense Rationalization Initiatives – During the three month period ended June 30, 2013, the Company implemented a series of initiatives throughout the Company to reduce operating costs. These initiatives consisted of headcount reductions in the Global Batteries & Appliances and Global Pet Supplies segments, and within Corporate. Total costs associated with these initiatives are expected to be approximately $47 million, of which $45.1 million has been incurred to date, the balance is anticipated to be incurred through September 30, 2018.

Other Restructuring Activities – The Company is entering or may enter into small, less significant initiatives and restructuring activities to reduce costs and improve margins throughout the organization. Individually these activities are not substantial, and occur over a shorter time period (less than 12 months). Total costs associated with these initiatives are expected to be approximately $3 million, of which $1.8 million has been incurred to date.

The following table summarizes restructuring and related charges for the three and nine month periods ended July 3, 2016 and June 28, 2015:


	Three Months Ended				Nine Months Ended
(in millions)	July 3, 2016		June 28, 2015		July 3, 2016			June 28, 2015
HHI business rationalization initiatives	$	—	$	6.3	$	(0.5	)	$	7.7
GAC business rationalization initiatives		3.6		—		3.6			—
Global expense rationalization initiatives		1.1		3.9		3.3			13.9
Other restructuring activities		0.8		0.3		1.8			0.7

Total restructuring and related charges	$	5.5	$	10.5	$	8.2		$	22.3

Reported as:
Cost of goods sold	$	0.1	$	—	$	0.4		$	0.4
Operating expense		5.4		10.5		7.8			21.9

The following is a summary of restructuring and related charges for the three and nine month periods ended July 3, 2016 and June 28, 2015 by cost type:


(in millions)	Termination Benefits			Other Costs		Total
For the three month period ended July 3, 2016		1.3			4.2		5.5
For the three month period ended June 28, 2015		(1.9	)		12.4		10.5
For the nine month period ended July 3, 2016		3.0			5.2		8.2
For the nine month period ended June 28, 2015		6.0			16.3		22.3
Cumulative costs through July 3, 2016		31.1			33.7		64.8

The following is a rollforward of the accrual related to all restructuring and related activities, included within Other Current Liabilities, by cost type for the nine month period ended July 3, 2016:


(in millions)	Termination Benefits			Other Costs			Total
Accrual balance at September 30, 2015		4.3			3.9			8.2
Provisions		3.0			5.2			8.2
Cash expenditures		(5.6	)		(7.5	)		(13.1	)
Non-cash items		0.1			(0.2	)		(0.1	)

Accrual balance at July 3, 2016	$	1.8		$	1.4		$	3.2

The following summarizes restructuring and related charges by segment for the three and nine month periods ended July 3, 2016 and June 28, 2015, cumulative costs incurred through July 3, 2016 and future expected costs to be incurred by segment:


(in millions)	Global Batteries & Appliances		Global Pet Supplies		Hardware & Home Improvement		Global Auto Care		Corporate		Total
For the three month period ended July 3, 2016	$	0.6	$	0.6	$	0.7		3.6	$	—	$	5.5
For the three month period ended June 28, 2015		1.0		3.2		6.3		—		—		10.5
For the nine month period ended July 3, 2016		1.0		2.4		1.2		3.6		—		8.2
For the nine month period ended June 28, 2015		6.4		7.8		7.8		—		0.3		22.3
Cumulative costs through July 3, 2016		30.2		12.9		16.0		3.6		2.1		64.8
Future costs to be incurred		0.5		2.2		0.3		11.5		0.1		14.6

NOTE 5 - RECEIVABLES AND CONCENTRATION OF CREDIT RISK

The allowance for uncollectible receivables as of July 3, 2016 and September 30, 2015 was $46.0 million and $44.0 million, respectively. The Company has a broad range of customers including many large retail outlet chains, one of which accounts for a significant percentage of its sales volume. This customer represents approximately 17% and 16% of the Company’s Trade Receivables at July 3, 2016 and September 30, 2015, respectively.

NOTE 6 - INVENTORIES

Inventories consist of the following:


(in millions)	July 3, 2016		September 30, 2015
Raw materials	$	143.1	$	132.4
Work-in-process		59.8		37.9
Finished goods		639.4		610.5

	$	842.3	$	780.8

NOTE 7 - PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment consist of the following:


(in millions)	July 3, 2016			September 30, 2015
Land, buildings and improvements	$	193.5		$	190.9
Machinery, equipment and other		525.9			491.9
Capitalized leases		121.7			97.3
Construction in progress		59.5			51.8

Property, plant and equipment	$	900.6		$	831.9
Accumulated depreciation		(377.4	)		(324.8	)

Property, plant and equipment, net	$	523.2		$	507.1

NOTE 8 - GOODWILL AND INTANGIBLE ASSETS

Goodwill, by segment, consists of the following:


(in millions)	Global Batteries & Appliances			Hardware & Home Improvement		Global Pet Supplies		Home and Garden		Global Auto Care			Total
Balance, as of September 30, 2015		348.5			699.5		299.6		196.5		932.6			2,476.7
Adjustments		—			—		—		—		3.4			3.4
Foreign currency impact		(2.8	)		3.6		0.1		—		(1.3	)		(0.4	)

Balance, as of July 3, 2016	$	345.7		$	703.1	$	299.7	$	196.5	$	934.7		$	2,479.7

The carrying value and accumulated amortization for intangible assets subject to amortization are as follows:


	July 3, 2016							September 30, 2015
(in millions)	Gross Carrying Amount		Accumulated Amortization			Net		Gross Carrying Amount		Accumulated Amortization			Net
Customer relationships	$	984.0	$	(288.7	)	$	695.3	$	985.2	$	(247.4	)	$	737.8
Technology assets		236.3		(91.0	)		145.3		238.6		(78.1	)		160.5
Tradenames		165.4		(85.3	)		80.1		165.4		(73.7	)		91.7

Total	$	1,385.7	$	(465.0	)	$	920.7	$	1,389.2	$	(399.2	)	$	990.0

The range and weighted average useful lives for definite-lived intangible assets are as follows:


Asset Type	Range	Weighted Average
Customer relationships	2 - 20 years	18.5 years
Technology assets	4 - 18 years	11.1 years
Tradenames	8 - 17 years	16.2 years

Certain tradename intangible assets have an indefinite life and are not amortized. The balance of tradenames not subject to amortization was $1,478.9 million and $1,490.3 million as of July 3, 2016 and September 30, 2015. There was no impairment loss on indefinite-lived trade names for the nine month periods ended July 3, 2016 or June 28, 2015.

Amortization expense from intangible assets for the three month periods ended July 3, 2016 and June 28, 2015 was $23.5 million and $22.3 million, respectively. Amortization expense from intangible assets for the nine month periods ended July 3, 2016 and June 28, 2015 was $70.5 million and $64.0 million, respectively. Excluding the impact of any future acquisitions or changes in foreign currency, the Company estimates annual amortization expense of intangible assets for the next five fiscal years will be as follows:


(in millions)	Amortization
2016	$	93.9
2017		93.0
2018		86.2
2019		85.1
2020		84.9

NOTE 9 - DEBT

Debt consists of the following:


	Spectrum Brands Holdings, Inc.												SB/RH Holdings, LLC
	July 3, 2016						September 30, 2015						July 3, 2016						September 30, 2015
(in millions)	Amount			Rate			Amount			Rate			Amount			Rate			Amount			Rate
Term Loan, variable rate, due June 23, 2022	$	1,103.1			3.6	%	$	1,226.9			3.9	%	$	1,103.1			3.6	%	$	1,226.9			3.9	%
CAD Term Loan, variable rate, due June 23, 2022		57.4			4.6	%		55.7			4.4	%		57.4			4.6	%		55.7			4.4	%
Euro Term Loan, variable rate, due June 23, 2022		116.7			3.5	%		255.8			3.5	%		116.7			3.5	%		255.8			3.5	%
5.75% Notes, due July 15, 2025		1,000.0			5.8	%		1,000.0			5.8	%		1,000.0			5.8	%		1,000.0			5.8	%
6.125% Notes, due December 15, 2024		250.0			6.1	%		250.0			6.1	%		250.0			6.1	%		250.0			6.1	%
6.375% Notes, due November 15, 2020		520.0			6.4	%		520.0			6.4	%		520.0			6.4	%		520.0			6.4	%
6.625% Notes, due November 15, 2022		570.0			6.6	%		570.0			6.6	%		570.0			6.6	%		570.0			6.6	%
Revolver Facility, variable rate, expiring June 23, 2020		198.5			3.6	%		—			—	%		198.5			3.6	%		—			—	%
Other notes and obligations		15.4			11.9	%		11.2			10.2	%		22.4			8.1	%		45.9			4.9	%
Obligations under capital leases		107.9			5.5	%		88.2			5.7	%		107.9			5.5	%		88.2			5.7	%

Total debt		3,939.0						3,977.8						3,946.0						4,012.5
Unamortized discount on debt		(5.3	)					(6.8	)					(5.3	)					(6.8	)
Debt issuance costs		(58.2	)					(65.1	)					(58.2	)					(65.1	)
Less current portion		(35.3	)					(33.8	)					(42.3	)					(68.5	)

Long-term debt, net of current portion	$	3,840.2					$	3,872.1					$	3,840.2					$	3,872.1

The Term Loans and Revolver Facility are subject to variable interest rates, (i) the USD Term Loan is subject to either adjusted LIBOR (International Exchange London Interbank Offered Rate), subject to a 0.75% floor plus 2.75% per annum, or base rate plus 1.75% per annum, (ii) the CAD Term Loan is subject to either CDOR (Canadian Dollar Offered Rate), subject to a 0.75% floor plus 3.5% per annum, or base rate plus 2.5% per annum, (iii) the Euro Term Loan is subject to either EURIBOR (Euro Interbank Offered Rate), subject to a 0.75% floor plus 2.75% per annum, with no base rate option available and (iv) the Revolver Facility is subject to either adjusted LIBOR plus 2.75% per annum, or base rate plus 1.75% per annum. As a result of borrowings and payments under the Revolver Facility, at July 3, 2016, the Company had borrowing availability of $276.9 million, net outstanding letters of credit of $24.6 million.

Debt held by SB/RH also includes a loan with SBH of $7.1 million and $34.7 million as of July 3, 2016 and September 30, 2015, respectively.

NOTE 10 - DERIVATIVES

Cash Flow Hedges

Interest Rate Swaps. The Company uses interest rate swaps to manage its interest rate risk. The swaps are designated as cash flow hedges with the changes in fair value recorded in Accumulated Other Comprehensive Income (“AOCI”) and as a derivative hedge asset or liability, as applicable. The swaps settle periodically in arrears with the related amounts for the current settlement period payable to, or receivable from, the counterparties included in accrued liabilities or receivables, respectively, and recognized in earnings as an adjustment to interest from the underlying debt to which the swap is designated. At July 3, 2016 and September 30, 2015, the Company had a series of U.S. dollar denominated interest rate swaps outstanding which effectively fix the interest on floating rate debt, exclusive of lender spreads, at 1.36% for a notional principal amount of $300.0 million through April 2017. The derivative net losses estimated to be reclassified from AOCI into earnings over the next 12 months is $1.3 million, net of tax. The Company’s interest rate swap derivative financial instruments at July 3, 2016 and September 30, 2015 are as follows:


	July 3, 2016				September 30, 2015
(in millions)	Notional Amount		Remaining Years		Notional Amount		Remaining Years
Interest rate swaps - fixed	$	300.0		0.8	$	300.0		1.5

Commodity Swaps. The Company is exposed to risk from fluctuating prices for raw materials, specifically zinc and brass used in its manufacturing processes. The Company hedges a portion of the risk associated with the purchase of these materials through the use of commodity swaps. The hedge contracts are designated as cash flow hedges with the fair value changes recorded in AOCI and as a hedge asset or liability, as applicable. The unrecognized changes in fair value of the hedge contracts are reclassified from AOCI into earnings when the hedged purchase of raw materials also affects earnings. The swaps effectively fix the floating price on a specified quantity of raw materials through a specified date. At July 3, 2016, the Company had a series of zinc and brass swap contracts outstanding through September 2017. The derivative net gains estimated to be reclassified from AOCI into earnings over the next 12 months is $0.6 million, net of tax. The Company had the following commodity swap contracts outstanding as of July 3, 2016 and September 30, 2015.

July 3, 2016

September 30, 2015

(in millions, except notional)

Notional

Contract Value

Notional

Contract Value

Zinc swap contracts

7.2 Tons

13.6

10.8 Tons

22.2

Brass swap contracts

1.0 Tons

4.3

1.8 Tons

8.5

Foreign exchange contracts. The Company periodically enters into forward foreign exchange contracts to hedge the risk from forecasted foreign currency denominated third party and intercompany sales or payments. These obligations generally require the Company to exchange foreign currencies for U.S. Dollars, Euros, Pounds Sterling, Australian Dollars, Brazilian Reals, Mexican Pesos, Canadian Dollars or Japanese Yen. These foreign exchange contracts are cash flow hedges of fluctuating foreign exchange related to sales of product or raw material purchases. Until the sale or purchase is recognized, the fair value of the related hedge is recorded in AOCI and as a derivative hedge asset or liability, as applicable. At the time the sale or purchase is recognized, the fair value of the related hedge is reclassified as an adjustment to Net Sales or purchase price variance in Cost of Goods Sold on the Condensed Consolidated Statements of Operations. At July 3, 2016, the Company had a series of foreign exchange derivative contracts outstanding through September 2017. The derivative net gains estimated to be reclassified from AOCI into earnings over the next 12 months is $4.1 million, net of tax. At July 3, 2016 and September 30, 2015, the Company had foreign exchange derivative contracts designated as cash flow hedges with a notional value of $224.7 million and $300.6 million, respectively.

Derivative Contracts Not Designated as Hedges for Accounting Purposes

Foreign exchange contracts. The Company periodically enters into forward and swap foreign exchange contracts to economically hedge the risk from third party and intercompany payments resulting from existing obligations. These obligations generally require the Company to exchange foreign currencies for U.S. Dollars, Canadian Dollars, Euros or Australian Dollars. These foreign exchange contracts are fair value hedges of a related liability or asset recorded in the accompanying Condensed Consolidated Statements of Financial Position. The gain or loss on the derivative hedge contracts is recorded in earnings as an offset to the change in value of the related liability or asset at each period end. At July 3, 2016, the Company had a series of forward exchange contracts outstanding through August 2016. At July 3, 2016 and September 30, 2015, the Company had $197.1 million and $126.8 million, respectively, of notional value of such foreign exchange derivative contracts outstanding.

Commodity Swaps. The Company periodically enters into commodity swap contracts to economically hedge the risk from fluctuating prices for raw materials, specifically the pass-through of market prices for silver used in manufacturing purchased watch batteries. The Company hedges a portion of the risk associated with these materials through the use of commodity swaps. The swap contracts are designated as economic hedges with the unrealized gain or loss recorded in earnings and as an asset or liability at each period end. The unrecognized changes in the fair value of the hedge contracts are adjusted through earnings when the realized gains or losses affect earnings upon settlement of the hedges. The swaps effectively fix the floating price on a specified quantity of silver through a specified date. At July 3, 2016, the Company had a series of commodity swaps outstanding through August 2016. The Company had the following commodity swaps outstanding as of July 3, 2016 and September 30, 2015:

July 3, 2016

September 30, 2015

(in millions, except notional)

Notional

Contract Value

Notional

Contract Value

Silver

5.0 troy oz.

0.1

25.0 troy oz.

0.4

Fair Value of Derivative Instruments

The fair value of the Company’s outstanding derivative contracts recorded in the Condensed Consolidated Statements of Financial Position is as follows:


(in millions)	Line Item	July 3, 2016		September 30, 2015
Derivative Assets
Commodity swaps - designated as hedge	Receivables—Other	$	1.3	$	—
Commodity swaps - designated as hedge	Deferred charges and other		0.3		—
Foreign exchange contracts - designated as hedge	Receivables—Other		6.6	$	5.2
Foreign exchange contracts - designated as hedge	Deferred charges and other		0.6		0.4
Foreign exchange contracts - not designated as hedge	Receivables—Other		0.4		0.4

Total Derivative Assets		$	9.2	$	6.0

Derivative Liabilities
Interest rate swaps - designated as hedge	Other current liabilities	$	1.3	$	1.4
Interest rate swaps - designated as hedge	Accrued interest		0.5		0.4
Interest rate swaps - designated as hedge	Other long-term liabilities		—		0.8
Commodity swaps - designated as hedge	Accounts payable		0.4		4.7
Commodity swaps - designated as hedge	Other long-term liabilities		—		0.8
Commodity swaps - not designated as hedge	Accounts payable		—		0.1
Foreign exchange contracts - designated as hedge	Accounts payable		1.7		1.5
Foreign exchange contracts - designated as hedge	Other long-term liabilities		0.1		—
Foreign exchange contracts - not designated as hedge	Accounts payable		0.6		0.1

Total Derivative Liabilities		$	4.6	$	9.8

The Company is exposed to the risk of default by the counterparties with which it transacts and generally does not require collateral or other security to support financial instruments subject to credit risk. The Company monitors counterparty credit risk on an individual basis by periodically assessing each such counterparty’s credit rating exposure. The maximum loss due to credit risk equals the fair value of the gross asset derivatives that are concentrated with certain domestic and foreign financial institution counterparties. The Company considers these exposures when measuring its credit reserve on its derivative assets, which was less than $0.1 million as of July 3, 2016 and September 30, 2015.

The Company’s standard contracts do not contain credit risk related contingent features whereby the Company would be required to post additional cash collateral as a result of a credit event. However, the Company is typically required to post collateral in the normal course of business to offset its liability positions. As of September 30, 2015, there was $3.5 million of posted cash collateral related to such liability positions. As of July 3, 2016, there was no cash collateral outstanding. In addition, as of July 3, 2016 and September 30, 2015, the Company had no posted standby letters of credit related to such liability positions. The cash collateral is included in Other Receivables in the Condensed Consolidated Statements of Financial Position.

The following summarizes the impact of derivative instruments on the accompanying Condensed Consolidated Statement of Operations for the three and nine month periods ended July 3, 2016 and June 28, 2015, pretax:


	Effective Portion
For the three months ended	Gain (Loss)			Reclassified to Earnings				Ineffective portion
July 3, 2016 (in millions)	in OCI			Line Item	Gain (Loss)			Line Item	Gain (Loss)
Interest rate swaps	$	(0.2	)	Interest expense	$	(0.5	)	Interest expense	$	—
Commodity swaps		2.0		Cost of goods sold		(0.8	)	Cost of goods sold		0.1
Foreign exchange contracts		(0.3	)	Net sales		—		Net sales		—
Foreign exchange contracts		8.0		Cost of goods sold		0.1		Cost of goods sold		—

Total	$	9.5			$	(1.2	)		$	0.1


	Effective Portion
For the three months ended	Gain (Loss)			Reclassified to Earnings				Ineffective portion
June 28, 2015 (in millions)	in OCI			Line Item	Gain (Loss)			Line Item	Gain (Loss)
Interest rate swaps	$	(0.5	)	Interest expense	$	(0.5	)	Interest expense	$	—
Commodity swaps		(0.7	)	Cost of goods sold		—		Cost of goods sold		—
Foreign exchange contracts		0.2		Net sales		—		Net sales		—
Foreign exchange contracts		(6.8	)	Cost of goods sold		8.6		Cost of goods sold		—

Total	$	(7.8	)		$	8.1			$	—


	Effective Portion
For the nine months ended	Gain (Loss)			Reclassified to Earnings				Ineffective portion
July 3, 2016 (in millions)	in OCI			Line Item	Gain (Loss)			Line Item	Gain (Loss)
Interest rate swaps	$	(0.5	)	Interest expense	$	(1.4	)	Interest expense	$	—
Commodity swaps		2.9		Cost of goods sold		(3.8	)	Cost of goods sold		0.1
Foreign exchange contracts		(0.4	)	Net sales		—		Net sales		—
Foreign exchange contracts		6.8		Cost of goods sold		5.0		Cost of goods sold		—

Total	$	8.8			$	(0.2	)		$	0.1


	Effective Portion
For the nine months ended	Gain (Loss)			Reclassified to Earnings				Ineffective portion
June 28, 2015 (in millions)	in OCI			Line Item	Gain (Loss)			Line Item	Gain (Loss)
Interest rate swaps	$	(2.4	)	Interest expense	$	(1.4	)	Interest expense	$	—
Commodity swaps		(2.4	)	Cost of goods sold		0.3		Cost of goods sold		—
Foreign exchange contracts		0.1		Net sales		—		Net sales		—
Foreign exchange contracts		14.0		Cost of goods sold		21.0		Cost of goods sold		—

Total	$	9.3			$	19.9			$	—

The following summarizes the loss associated with derivative contracts not designated as hedges in the Condensed Consolidated Statements of Operations for the three and nine month periods ended July 3, 2016 and June 28, 2015:


		Three Months Ended				Nine Months Ended
(in millions)	Line Item	July 3, 2016		June 28, 2015		July 3, 2016		June 28, 2015
Foreign exchange contracts	Other non-operating expenses, net	$	0.8	$	5.0	$	1.6	$	(2.4	)

NOTE 11 - FAIR VALUE OF FINANCIAL INSTRUMENTS

The Company has not changed the valuation techniques used in measuring the fair value of any financial assets and liabilities during the year. The Company’s derivative portfolio contains Level 2 instruments. See Note 10, “Derivatives” for additional detail. The fair values of derivative instruments as of July 3, 2016 and September 30, 2015 are as follows:


	July 3, 2016				September 30, 2015
(in millions)	Carrying Amount		Fair Value		Carrying Amount		Fair Value
Derivative Assets	$	9.2	$	9.2	$	6.0	$	6.0
Derivative Liabilities	$	4.6	$	4.6	$	9.8	$	9.8

The carrying values of cash and cash equivalents, receivables, accounts payable and short term debt approximate fair value based on the short-term nature of these assets and liabilities.

The fair value measurements of the Company’s debt are valued at quoted input prices that are directly observable or indirectly observable through corroboration with observable market data (Level 2). The carrying values and fair values for debt as of July 3, 2016 and September 30, 2015 are as follows:


	July 3, 2016				September 30, 2015
(in millions)	Carrying Amount		Fair Value		Carrying Amount		Fair Value
Total debt - Spectrum Brands Holdings, Inc.	$	3,875.5	$	4,045.2	$	3,905.9	$	4,085.8
Total debt - SB/RH Holdings, LLC	$	3,882.5	$	4,052.3	$	3,940.6	$	4,120.5

NOTE 12 - EMPLOYEE BENEFIT PLANS

The net periodic benefit cost for the Company’s pension and deferred compensation plans for the three and nine month periods ended July 3, 2016, and June 28, 2015 were as follows:


	U.S. Plans						Non U.S. Plans
(in millions)	July 3, 2016			June 28, 2015			July 3, 2016			June 28, 2015
*Three month period ended*
Service cost	$	0.1		$	0.1		$	0.7		$	0.7
Interest cost		0.7			0.8			1.5			1.6
Expected return on assets		(1.1	)		(1.1	)		(1.2	)		(1.3	)
Recognized net actuarial loss		0.1			—			0.4			0.3

Net periodic benefit cost	$	(0.2	)	$	(0.2	)	$	1.4		$	1.3

*Nine month period ended*
Service cost	$	0.2		$	0.3		$	2.0		$	2.1
Interest cost		2.2			2.4			4.6			4.9
Expected return on assets		(3.3	)		(3.3	)		(3.6	)		(4.2	)
Recognized net actuarial loss		0.4			0.1			1.3			1.0

Net periodic benefit cost	$	(0.5	)	$	(0.5	)	$	4.3		$	3.8

Weighted average assumptions
Discount rate		4.25	%		4.15	%		1.75 - 13.81	%		2.00 - 13.50	%
Expected return on plan assets		7.25	%		7.50	%		1.75 - 4.53	%		2.00 - 5.26	%
Rate of compensation increase		N/A			N/A			2.25 - 5.50	%		2.25 - 5.50	%

Company contributions to its pension and deferred compensation plans, including discretionary amounts, for the three months ended July 3, 2016 and June 28, 2015, were $2.2 million and $2.0 million, respectively. Company contributions to its pension and deferred compensation plans, including discretionary amounts, for the nine months ended July 3, 2016 and June 28, 2015, were $8.1 million and $7.5 million, respectively.

NOTE 13 - SHARE BASED COMPENSATION

Share based compensation expense for SBH during the three month periods ended July 3, 2016 and June 28, 2015 was $15.9 million and $16.9 million respectively. Share based compensation expense for SBH during the nine month periods ended July 3, 2016 and June 28, 2015 was $47.4 million and $36.3 million respectively. The remaining unrecognized pre-tax compensation cost for SBH at July 3, 2016 was $28.6 million.

Share based compensation expense for SB/RH during the three month periods ended July 3, 2016 and June 28, 2015 was $14.6 million and $15.2 million respectively. Share based compensation expense for SB/RH during the nine month periods ended July 3, 2016 and June 28, 2015 was $43.4 million and $32.2 million respectively. The remaining unrecognized pre-tax compensation cost for SB/RH at July 3, 2016 was $25.9 million.

During the three month period ended July 3, 2016, SBH and SB/RH granted less than 0.1 million Restricted Stock Units (“RSUs”). The total market value of the RSUs on the dates of the grants was $1.6 million for SBH and SB/RH.

During the nine month period ended July 3, 2016, SBH and SB/RH granted 0.6 million RSUs, which included 0.2 million units that vested immediately or within 12 months and 0.4 million that are both performance and time-based and vest over a period ranging from one to two years. The total market value of the RSUs on the dates of the grants was $55.7 million and $53.9 million for SBH and SB/RH, respectively. The fair value of RSUs is determined based on the market price of the Company’s shares of common stock on the grant date. A summary of the activity in the Company’s RSUs during the nine month period ended July 3, 2016 is as follows:


	Spectrum Brands Holdings, Inc.								SB/RH Holdings, LLC
(in millions, except per share data)	Shares			Weighted Average Grant Date Fair Value		Fair Value at Grant Date			Shares			Weighted Average Grant Date Fair Value		Fair Value at Grant Date
Non-vested RSUs at September 30, 2015		0.6			87.50	$	53.2			0.5			87.71	$	42.1
Granted		0.6			94.78		55.7			0.6			94.90		53.9
Forfeited		(0.2	)		94.75		(14.8	)		(0.2	)		94.75		(14.8	)
Vested		(0.5	)		86.81		(47.3	)		(0.5	)		86.60		(43.8	)

Non-vested RSUs at July 3, 2016		0.5			94.63	$	46.8			0.4			96.90	$	37.4

NOTE 14 - ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

The changes in the components of AOCI, net of tax, for the nine month period ended July 3, 2016 was as follows:


(in millions)	Foreign Currency Translation			Derivative Hedging			Employee Benefit Plans			Total
Accumulated other comprehensive loss, as of September 30, 2015		(152.3	)		(4.0	)		(43.8	)		(200.1	)
Other comprehensive (loss) income before reclassification		(6.0	)		8.8			0.4			3.2
Amounts reclassified from accumulated other comprehensive income (loss)		—			0.2			1.8			2.0

Other comprehensive (loss) income, nine month period ended July 3, 2016		(6.0	)		9.0			2.2			5.2
Deferred tax effect		—			(1.4	)		(0.5	)		(1.9	)
Deferred tax valuation allowance		—			1.0			—			1.0

Other comprehensive income, net of tax		(6.0	)		8.6			1.7			4.3
Other comprehensive loss attributable to non-controlling interest		(0.3	)		—			—			(0.3	)

Other comprehensive income attributable to controlling interest		(5.7	)		8.6			1.7			4.6

Accumulated other comprehensive (loss) income, as of July 3, 2016	$	(158.0	)	$	4.6		$	(42.1	)	$	(195.5	)

Amounts reclassified from AOCI associated with employee benefit plan costs and recognized on the Company’s Condensed Consolidated Statements of Operations for the three and nine month periods ended July 3, 2016 and June 28, 2015 were as follows:


	Three Month Period Ended				Nine Month Period Ended
(in millions)	July 3, 2016		June 28, 2015		July 3, 2016		June 28, 2015
Cost of goods sold	$	0.4	$	0.2	$	1.1	$	0.5
Selling expenses		—		—		0.2		0.2
General and administrative expenses		0.2		0.1		0.5		0.4

Amounts reclassified from accumulated other comprehensive income	$	0.6	$	0.3	$	1.8	$	1.1

See Note 10 “Derivatives”, for amounts reclassified from AOCI from the Company’s derivative hedging activity.

NOTE 15 - INCOME TAXES

SBH effective tax rate for the three month periods ended July 3, 2016 and June 28, 2015 was 29.4% and (112.8)%, respectively. SB/RH effective tax rate for the three month periods ended July 3, 2016 and June 28, 2015 was 27.9% and (104.4)%, respectively. The estimated annual effective tax rate applied to these periods differs from the U.S. federal statutory rate of 35% principally due to income earned outside the U.S. that is subject to statutory rates lower than 35% and the release of valuation allowance on U.S. net operating losses deferred tax assets offsetting tax expense on U.S. pretax income. The effective tax rate for the three month period ended July 3, 2016 was increased due to $25.5 million of income tax expense recognized for a tax contingency reserve for a tax exposure in Germany. SBH effective tax rate also includes $5.3 million of tax benefits from the adoption of ASU No. 2016-09. SBRH effective tax rate includes $9.4 million of tax benefits from the adoption of ASU No. 2016-09. See Note 2, “Significant Accounting Policies”, for additional discussion over the adoption of ASU No. 2016-09.

SBH’s effective tax rate for the nine month periods ended July 3, 2016 and June 28, 2015 was 14.8% and 3.8%, respectively. SB/RH’s effective tax rate for the nine month periods ended July 3, 2016 and June 28, 2015 was 17.7% and 3.6%, respectively. The estimated annual effective tax rate applied to these periods differs from the U.S. federal statutory rate of 35% principally due to income earned outside the U.S. that is subject to statutory rates lower than 35% and the release of valuation allowance on U.S. net operating losses deferred tax assets offsetting tax expense on U.S. pretax income. The effective tax rate for the three and nine month period ended July 3, 2016 was increased due to $25.5 million of income tax expense recognized for a tax contingency reserve for a tax exposure in Germany. SBH effective tax rate also includes $22.7 million of tax benefits from the adoption of ASU No. 2016-09 for the nine month period ended July 3, 2016. SBRH effective tax rate includes $19.9 million of tax benefits from the adoption of ASU No. 2016-09 for the nine month period ended July 3, 2016. See Note 2, “Significant Accounting Policies”, for additional discussion over the adoption of ASU No. 2016-09. For the nine month period ended July 3, 2016, the effective tax rate was reduced due to $5.9 million for non-recurring items related to the impact of tax law changes and changes in state deferred tax rates on the Company’s net deferred tax liabilities.

In December 2015, the Company received a ruling from the Internal Revenue Service which resulted in approximately $88 million of U.S. net operating losses being restored. The ruling created additional U.S. deferred tax assets and valuation allowance during the nine month period ended July 3, 2016.

During the nine month period ended July 3, 2016, the Company determined it is more likely than not its U.S. deferred tax assets will be used to reduce taxable income, except for tax attributes subject to ownership change limitations, capital losses, and certain state operating losses and credits that will expire unused. The Company estimates the total unused tax benefits are approximately $211 million. The Company has projected to release approximately $109 million of valuation allowance during the year ending September 30, 2016 based on estimates of taxable income. Approximately $25 million of the valuation allowance release results from additional deferred tax assets created by the adoption of ASU No. 2016-09. For the nine month period ended July 3, 2016, the Company included $95 million of the release in the calculation of the estimated annual effective tax rate for the current fiscal year, and $14 million as a discrete income tax benefit.

NOTE 16 - SEGMENT INFORMATION

The Company identifies its segments based upon the internal organization that is used by management for making operating decisions and assessing performance as the source of the Company’s reportable segments. The Company manufactures, markets and/or distributes multiple product lines through various distribution networks, and in multiple geographic regions. The Company manages its business in five vertically integrated, product-focused reporting segments: (i) Global Batteries & Appliances, which consists of the Company’s worldwide battery, electric personal care and small appliances businesses; (ii) Hardware & Home Improvement, which consists of the Company’s worldwide hardware, home improvement and plumbing business; (iii) Global Pet Supplies, which consists of the Company’s worldwide pet supplies business; (iv) Home and Garden, which consists of the Company’s home and garden and insect control business and (v) Global Auto Care, which was established through the AAG acquisition on May 21, 2015 and consists of the Company’s automotive appearance and performance products. Global strategic initiatives and financial objectives for each reportable segment are determined at the corporate level. Each segment is responsible for implementing defined strategic initiatives and achieving certain financial objectives, and has a general manager responsible for the sales and marketing initiatives and financial results for product lines within the segment.

Summary statements of operations including net sales to external customers relating to the segments for the three and nine month periods ended July 3, 2016 and June 28, 2015 are as follows:


	Spectrum Brands Holdings, Inc.				SB/RH Holdings, LLC
Three month periods ended (in millions)	July 3, 2016		June 28, 2015		July 3, 2016		June 28, 2015
Consumer batteries	$	187.2	$	178.3	$	187.2	$	178.3
Small appliances		151.1		161.3		151.1		161.3
Personal care		115.8		119.4		115.8		119.4

Global Batteries & Appliances		454.1		459.0		454.1		459.0
Hardware & Home Improvement		328.5		313.5		328.5		313.5
Global Pet Supplies		207.1		208.3		207.1		208.3
Home and Garden		212.0		202.3		212.0		202.3
Global Auto Care		159.8		64.4		159.8		64.4

Net sales	$	1,361.5	$	1,247.5	$	1,361.5	$	1,247.5


	Spectrum Brands Holdings, Inc.				SB/RH Holdings, LLC
Nine month periods ended (in millions)	July 3, 2016		June 28, 2015		July 3, 2016		June 28, 2015
Consumer batteries	$	618.0	$	600.3	$	618.0	$	600.3
Small appliances		479.3		536.7		479.3		536.7
Personal care		393.0		402.3		393.0		402.3

Global Batteries & Appliances		1,490.3		1,539.3		1,490.3		1,539.3
Hardware & Home Improvement		912.9		874.1		912.9		874.1
Global Pet Supplies		619.0		538.8		619.0		538.8
Home and Garden		414.7		365.7		414.7		365.7
Global Auto Care		353.1		64.4		353.1		64.4

Net sales	$	3,790.0	$	3,382.3	$	3,790.0	$	3,382.3

During the three month period ended July 3, 2016, the Company changed its performance metric to Adjusted EBITDA to better reflect how the Chief Operating Decision Maker is currently evaluating the business and making operating decisions. All amounts for prior periods have been recast to reflect current presentation. EBITDA is calculated by excluding the Company’s income tax expense, interest expense, depreciation expense and amortization expense (from intangible assets) from net income. Adjusted EBITDA further excludes (1) share based compensation expense as it is a non-cash based compensation cost; (2) acquisition and integration costs that consist of transaction costs from acquisition transactions during the period, or subsequent integration related project costs directly associated with the acquired business; (3) restructuring and related costs, which consist of project costs associated with restructuring initiatives across the segments; (4) non-cash purchase accounting inventory adjustments recognized in earnings subsequent to an acquisition; (5) non-cash asset impairments or write-offs realized; (6) and other. During the nine month period ended July 3, 2016, other adjustments consisted of costs associated with the onboarding of a key executive and the involuntary transfer of inventory. During the three and nine month period ended June 28, 2015, other consisted of costs associated with exiting of a key executive, coupled with onboarding a key executive. Segment Adjusted EBITDA in relation to the Company’s reportable segments for the three and nine month periods ended July 3, 2016 and June 28, 2015, is as follows:


	Spectrum Brands Holdings, Inc.				SB/RH Holdings, LLC
Three month periods ended (in millions)	July 3, 2016		June 28, 2015		July 3, 2016		June 28, 2015
Global Batteries & Appliances	$	64.3	$	60.1	$	64.3	$	60.1
Hardware & Home Improvement		65.2		62.6		65.2		62.6
Global Pet Supplies		37.7		38.4		37.7		38.4
Home and Garden		67.0		62.4		67.0		62.4
Global Auto Care		54.2		19.2		54.2		19.2

Total Segment Adjusted EBITDA		288.4		242.7		288.4		242.7
Depreciation and amortization		45.3		43.8		45.3		43.8
Share-based compensation		15.9		16.9		14.6		15.2
Corporate expenses		9.2		6.5		9.1		6.5
Purchase accounting inventory adjustment		—		4.7		—		4.7
Acquisition and integration related charges		8.0		24.2		8.0		24.2
Restructuring and related charges		5.5		10.5		5.5		10.5
Interest expense		59.9		112.9		59.9		112.9
Other		—		2.1		—		2.1

Income from operations before income taxes	$	144.6	$	21.1	$	146.0	$	22.8


	Spectrum Brands Holdings, Inc.				SB/RH Holdings, LLC
Nine month periods ended (in millions)	July 3, 2016		June 28, 2015		July 3, 2016		June 28, 2015
Global Batteries & Appliances	$	228.1	$	229.2	$	228.1	$	229.2
Hardware & Home Improvement		172.5		160.2		172.5		160.2
Global Pet Supplies		98.3		82.4		98.3		82.4
Home and Garden		118.3		100.0		118.3		100.0
Global Auto Care		122.0		19.2		122.0		19.2

Total Segment Adjusted EBITDA		739.2		591.0		739.2		591.0
Depreciation and amortization		136.7		122.7		136.7		122.7
Share-based compensation		47.4		36.3		43.4		32.2
Corporate expenses		23.3		19.8		22.9		19.5
Purchase accounting inventory adjustment		—		7.7		—		7.7
Acquisition and integration related charges		31.2		44.2		31.2		44.2
Restructuring and related charges		8.2		22.3		8.2		22.3
Interest expense		175.8		206.5		175.8		206.5
Other		1.2		3.9		1.1		3.9

Income from operations before income taxes	$	315.4	$	127.6	$	319.9	$	132.0

NOTE 17 - EARNINGS PER SHARE - SBH

The reconciliation of the numerator and denominator of the basic and diluted earnings per share calculation and the anti-dilutive shares for the three and nine month periods ended July 3, 2016 and June 28, 2015 are as follows:


	Three Month Periods Ended				Nine Month Periods Ended
(in millions, except per share amounts)	July 3, 2016		June 28, 2015		July 3, 2016		June 28, 2015
Numerator
Net income attributable to controlling interest	$	101.9	$	44.9	$	268.2	$	122.5
Denominator
Weighted average shares outstanding - basic		59.4		56.5		59.3		54.2
Dilutive shares		0.2		—		0.2		0.1

Weighted average shares outstanding - diluted		59.6		56.5		59.5		54.3
Earnings per share
Basic earnings per share	$	1.72	$	0.79	$	4.52	$	2.26
Diluted earnings per share	$	1.71	$	0.79	$	4.51	$	2.26
Weighted average number of anti-dilutive shares excluded from denominator
Restricted stock units		0.3		0.3		0.3		0.3

NOTE 18 - GUARANTOR STATEMENTS – SB/RH

Spectrum Brands, Inc. (“SBI”) with SB/RH as a parent guarantor (collectively, the “Parent”), with SBI’s domestic subsidiaries as subsidiary guarantors, has issued the 6.375% Notes and the 6.625% Notes under the 2020/2022 Indenture, 6.125% Notes under the 2024 Indenture and the 5.75% Notes under the 2025 Indenture. See Note 9, “Debt” for further information on the 6.375% Notes, 6.625% Notes, 6.125% Notes and 5.75% Notes.

The following consolidating financial statements illustrate the components of the condensed consolidated financial statements of SB/RH. Investments in subsidiaries are accounted for using the equity method for purposes of illustrating the consolidating presentation. The elimination entries presented herein eliminate investments in subsidiaries and intercompany balances and transactions.


Statement of Financial Position				Guarantor			Nonguarantor
As of July 3, 2016 (in millions)	Parent			Subsidiaries			Subsidiaries			Eliminations			Consolidated
Assets
Current assets:
Cash and cash equivalents	$	3.9		$	2.5		$	110.5		$	—		$	116.9
Trade receivables, net		183.2			211.9			193.8			—			588.9
Intercompany receivables		—			795.3			215.4			(1,010.7	)		—
Other receivables		—			8.1			56.1			(3.0	)		61.2
Inventories		406.4			132.2			326.5			(22.8	)		842.3
Prepaid expenses and other		43.3			4.8			34.1			—			82.2

Total current assets		636.8			1,154.8			936.4			(1,036.5	)		1,691.5
Property, plant and equipment, net		234.5			74.5			214.2			—			523.2
Long-term intercompany receivables		500.2			241.4			13.8			(755.4	)		—
Deferred charges and other		168.8			0.9			40.8			(175.9	)		34.6
Goodwill		912.1			1,154.5			413.1			—			2,479.7
Intangible assets, net		1,359.6			633.5			406.5			—			2,399.6
Investments in subsidiaries		3,433.9			1,206.7			(2.9	)		(4,637.7	)		—

Total assets	$	7,245.9		$	4,466.3		$	2,021.9		$	(6,605.5	)	$	7,128.6

Liabilities and Shareholder’s Equity
Current liabilities:
Current portion of long-term debt	$	23.0		$	0.4		$	18.9		$	—		$	42.3
Accounts payable		195.5			75.0			203.0			—			473.5
Intercompany accounts payable		1,012.2			—			12.8			(1,025.0	)		—
Accrued wages and salaries		48.3			4.6			41.6			—			94.5
Accrued interest		42.0			—			—			—			42.0
Other current liabilities		77.5			15.6			97.0			(3.0	)		187.1

Total current liabilities		1,398.5			95.6			373.3			(1,028.0	)		839.4
Long-term debt, net of current portion		3,794.9			14.6			30.7			—			3,840.2
Long-term intercompany debt		14.3			476.7			250.1			(741.1	)		—
Deferred income taxes		203.3			444.1			89.9			(181.7	)		555.6
Other long-term liabilities		33.2			1.4			71.2			—			105.8

Total liabilities		5,444.2			1,032.4			815.2			(1,950.8	)		5,341.0
Shareholder’s equity:
Other equity		2,055.9			151.7			(955.0	)		739.0			1,991.6
Accumulated (deficit) earnings		(58.2	)		3,457.8			2,282.9			(5,740.8	)		(58.3	)
Accumulated other comprehensive (loss) income		(196.0	)		(175.6	)		(171.0	)		347.1			(195.5	)

Total shareholder’s equity		1,801.7			3,433.9			1,156.9			(4,654.7	)		1,737.8
Non-controlling interest		—			—			49.8			—			49.8

Total equity		1,801.7			3,433.9			1,206.7			(4,654.7	)		1,787.6

Total liabilities and equity	$	7,245.9		$	4,466.3		$	2,021.9		$	(6,605.5	)	$	7,128.6


Statement of Financial Position				Guarantor			Nonguarantor
As of September 30, 2015 (in millions)	Parent			Subsidiaries			Subsidiaries			Eliminations			Consolidated
Assets
Current assets:
Cash and cash equivalents	$	13.0		$	8.6		$	226.3		$	—		$	247.9
Trade receivables, net		175.8			94.9			228.1			—			498.8
Intercompany receivables		152.0			713.8			225.0			(1,090.8	)		—
Other receivables		14.3			11.2			62.4			—			87.9
Inventories		410.3			95.7			291.8			(17.0	)		780.8
Prepaid expenses and other		36.1			2.2			33.0			0.8			72.1

Total current assets		801.5			926.4			1,066.6			(1,107.0	)		1,687.5
Property, plant and equipment, net		235.2			60.7			211.2			—			507.1
Long-term intercompany receivables		2.8			357.7			15.4			(375.9	)		—
Deferred charges and other		154.8			14.1			35.3			(162.1	)		42.1
Goodwill		910.7			1,154.0			412.0			—			2,476.7
Intangible assets, net		1,402.4			646.6			431.3			—			2,480.3
Investments in subsidiaries		3,150.1			1,095.9			(2.9	)		(4,243.1	)		—

Total assets	$	6,657.5		$	4,255.4		$	2,168.9		$	(5,888.1	)	$	7,193.7

Liabilities and Shareholder’s Equity
Current liabilities:
Current portion of long-term debt	$	53.4		$	—		$	15.1		$	—		$	68.5
Accounts payable		281.1			45.9			293.6			—			620.6
Intercompany accounts payable		449.4			—			28.5			(477.9	)		—
Accrued wages and salaries		40.3			10.0			46.2			—			96.5
Accrued interest		63.2			—			0.1			—			63.3
Other current liabilities		84.5			21.5			106.0			(0.1	)		211.9

Total current liabilities		971.9			77.4			489.5			(478.0	)		1,060.8
Long-term debt, net of current portion		3,848.8			—			23.3			—			3,872.1
Long-term intercompany debt		16.8			578.7			392.6			(988.1	)		—
Deferred income taxes		202.1			440.5			94.2			(164.3	)		572.5
Other long-term liabilities		33.3			8.8			73.4			—			115.5

Total liabilities		5,072.9			1,105.4			1,073.0			(1,630.4	)		5,620.9
Shareholder’s equity:
Other equity		1,981.7			1,129.2			34.7			(1,175.7	)		1,969.9
Accumulated (deficit) earnings		(246.7	)		2,139.8			1,176.1			(3,315.9	)		(246.7	)
Accumulated other comprehensive (loss) income		(200.2	)		(175.1	)		(171.0	)		346.2			(200.1	)

Total shareholder’s equity		1,534.8			3,093.9			1,039.8			(4,145.4	)		1,523.1
Non-controlling interest		49.8			56.1			56.1			(112.3	)		49.7

Total equity		1,584.6			3,150.0			1,095.9			(4,257.7	)		1,572.8

Total liabilities and equity	$	6,657.5		$	4,255.4		$	2,168.9		$	(5,888.1	)	$	7,193.7


Statement of Operations				Guarantor			Nonguarantor
Three month period ended July 3, 2016 (in millions)	Parent			Subsidiaries			Subsidiaries		Eliminations			Consolidated
Net sales	$	615.6		$	567.6		$	615.7	$	(437.4	)	$	1,361.5
Cost of goods sold		412.2			392.9			460.0		(434.3	)		830.8
Restructuring and related charges		—			—			0.1					0.1

Gross profit		203.4			174.7			155.6		(3.1	)		530.6
Selling		77.5			40.3			84.0		(0.1	)		201.7
General and administrative		53.1			18.7			21.0		—			92.8
Research and development		9.1			1.6			3.9		—			14.6
Acquisition and integration related charges		4.4			0.3			3.3		—			8.0
Restructuring and related charges		0.6			3.7			1.1		—			5.4

Total operating expense		144.7			64.6			113.3		(0.1	)		322.5

Operating income (loss)		58.7			110.1			42.3		(3.0	)		208.1
Interest expense		50.7			5.1			4.1		—			59.9
Other non-operating (income) expense, net		(129.9	)		(24.6	)		2.3		154.4			2.2

Income from operations before income taxes		137.9			129.6			35.9		(157.4	)		146.0
Income tax expense (benefit)		32.7			(0.5	)		8.1		0.5			40.8

Net income (loss)		105.2			130.1			27.8		(157.9	)		105.2
Net income attributable to non-controlling interest		—			—			0.1		—			0.1

Net income (loss) attributable to controlling interest	$	105.2		$	130.1		$	27.7	$	(157.9	)	$	105.1


Statement of Operations				Guarantor			Nonguarantor
Nine month period ended July 3, 2016 (in millions)	Parent			Subsidiaries			Subsidiaries		Eliminations			Consolidated
Net sales	$	1,821.9		$	1,167.8		$	1,956.8	$	(1,156.5	)	$	3,790.0
Cost of goods sold		1,241.8			805.8			1,457.6		(1,149.7	)		2,355.5
Restructuring and related charges		—			—			0.4		—			0.4

Gross profit		580.1			362.0			498.8		(6.8	)		1,434.1
Selling		234.0			91.2			254.1		(1.0	)		578.3
General and administrative		160.5			51.5			59.8		(0.1	)		271.7
Research and development		27.2			4.4			11.3					42.9
Acquisition and integration related charges		18.0			3.5			9.7					31.2
Restructuring and related charges		1.9			4.0			1.9					7.8

Total operating expense		441.6			154.6			336.8		(1.1	)		931.9

Operating income (loss)		138.5			207.4			162.0		(5.7	)		502.2
Interest expense		147.0			15.6			13.1		0.1			175.8
Other non-operating (income) expense, net		(282.7	)		(116.7	)		6.4		399.5			6.5

Income from operations before income taxes		274.2			308.5			142.5		(405.3	)		319.9
Income tax expense (benefit)		10.9			24.2			25.1		(3.6	)		56.6

Net income (loss)		263.3			284.3			117.4		(401.7	)		263.3
Net income attributable to non-controlling interest		—			—			0.3		—			0.3

Net income (loss) attributable to controlling interest	$	263.3		$	284.3		$	117.1	$	(401.7	)	$	263.0


Statement of Operations Three month period ended June 28, 2015 (in millions)	Parent			Guarantor Subsidiaries			Nonguarantor Subsidiaries			Eliminations			Consolidated
Net sales	$	577.7		$	324.1		$	605.0		$	(259.3	)	$	1,247.5
Cost of goods sold		397.5			202.8			445.3			(256.1	)		789.5
Restructuring and related charges		—			—			—			—			—

Gross profit		180.2			121.3			159.7			(3.2	)		458.0
Selling		69.8			32.1			83.2			(0.3	)		184.8
General and administrative		54.2			15.4			18.6			—			88.2
Research and development		8.3			1.0			3.6			—			12.9
Acquisition and integration related charges		21.9			0.4			1.9			—			24.2
Restructuring and related charges		22.7			0.2			(12.4	)		—			10.5

Total operating expense		176.9			49.1			94.9			(0.3	)		320.6

Operating income (loss)		3.3			72.2			64.8			(2.9	)		137.4
Interest expense		99.4			2.7			10.8			—			112.9
Other non-operating (income) expense, net		(89.6	)		(42.7	)		1.0			133.0			1.7

Income from operations before income taxes		(6.5	)		112.2			53.0			(135.9	)		22.8
Income tax (benefit) expense		(53.1	)		22.2			7.1			—			(23.8	)

Net income (loss)		46.6			90.0			45.9			(135.9	)		46.6
Net income (loss) attributable to non-controlling interest		—			0.1			0.1			(0.2	)		—

Net income (loss) attributable to controlling interest	$	46.6		$	89.9		$	45.8		$	(135.7	)	$	46.6


Statement of Operations Nine month period ended June 28, 2015 (in millions)	Parent			Guarantor Subsidiaries			Nonguarantor Subsidiaries			Eliminations			Consolidated
Net sales	$	1,672.6		$	529.7		$	1,875.5		$	(695.5	)	$	3,382.3
Cost of goods sold		1,163.9			328.9			1,375.2			(689.0	)		2,179.0
Restructuring and related charges		—			—			0.4			—			0.4

Gross profit		508.7			200.8			499.9			(6.5	)		1,202.9
Selling		206.3			63.8			248.2			(0.6	)		517.7
General and administrative		156.0			30.8			51.3			—			238.1
Research and development		24.3			2.0			10.6			—			36.9
Acquisition and integration related charges		33.9			3.0			7.3			—			44.2
Restructuring and related charges		30.7			0.3			(9.1	)		—			21.9

Total operating expense		451.2			99.9			308.3			(0.6	)		858.8

Operating income (loss)		57.5			100.9			191.6			(5.9	)		344.1
Interest expense		180.8			1.1			24.6			—			206.5
Other non-operating (income) expense, net		(175.6	)		(114.0	)		4.0			291.2			5.6

Income from operations before income taxes		52.3			213.8			163.0			(297.1	)		132.0
Income tax (benefit) expense		(74.9	)		44.3			36.2			(0.8	)		4.8

Net income (loss)		127.2			169.5			126.8			(296.3	)		127.2
Net income (loss) attributable to non-controlling interest		0.2			0.2			0.2			(0.4	)		0.2

Net income (loss) attributable to controlling interest	$	127.0		$	169.3		$	126.6		$	(295.9	)	$	127.0


Statement of Comprehensive Income Three month period ended July 3, 2016 (in millions)	Parent			Guarantor Subsidiaries			Nonguarantor Subsidiaries			Eliminations			Consolidated
Net income (loss)	$	105.2		$	130.1		$	27.8		$	(157.9	)	$	105.2
Other comprehensive income (loss), net of tax:
Foreign currency translation (loss) gain		(13.7	)		(13.7	)		(13.7	)		27.4			(13.7	)
Unrealized gain (loss) on derivative instruments		7.8			6.7			6.7			(13.4	)		7.8
Defined benefit pension gain (loss)		1.2			1.1			1.2			(2.3	)		1.2

Other comprehensive (loss) income		(4.7	)		(5.9	)		(5.8	)		11.7			(4.7	)

Comprehensive income (loss)		100.5			124.2			22.0			(146.2	)		100.5
Comprehensive income (loss) attributable to non-controlling interest		—			—			(0.2	)		—			(0.2	)

Comprehensive income (loss) attributable to controlling interest	$	100.5		$	124.2		$	22.2		$	(146.2	)	$	100.7


Statement of Comprehensive Income Nine month period ended July 3, 2016 (in millions)	Parent			Guarantor Subsidiaries			Nonguarantor Subsidiaries			Eliminations			Consolidated
Net income (loss)	$	263.3		$	284.3		$	117.4		$	(401.7	)	$	263.3
Other comprehensive income (loss), net of tax:
Foreign currency translation (loss) gain		(6.0	)		(6.0	)		(5.9	)		11.9			(6.0	)
Unrealized gain (loss) on derivative instruments		8.6			3.9			3.8			(7.7	)		8.6
Defined benefit pension gain (loss)		1.7			1.7			1.6			(3.3	)		1.7

Other comprehensive income (loss)		4.3			(0.4	)		(0.5	)		0.9			4.3

Comprehensive income (loss)		267.6			283.9			116.9			(400.8	)		267.6
Comprehensive income (loss) attributable to non-controlling interest		—			—			(0.3	)		—			(0.3	)

Comprehensive income (loss) attributable to controlling interest	$	267.6		$	283.9		$	117.2		$	(400.8	)	$	267.9


Statement of Comprehensive Income Three month period ended June 28, 2015 (in millions)	Parent			Guarantor Subsidiaries			Nonguarantor Subsidiaries			Eliminations			Consolidated
Net income (loss)	$	46.6		$	90.0		$	45.9		$	(135.9	)	$	46.6
Other comprehensive income (loss), net of tax:
Foreign currency translation gain (loss)		9.5			9.5			9.5			(19.0	)		9.5
Unrealized (loss) gain on derivative instruments		(12.0	)		(11.5	)		(11.5	)		23.0			(12.0	)
Defined benefit pension (loss) gain		(0.6	)		(0.6	)		(0.6	)		1.2			(0.6	)

Other comprehensive (loss) income		(3.1	)		(2.6	)		(2.6	)		5.2			(3.1	)

Comprehensive income (loss)		43.5			87.4			43.3			(130.7	)		43.5
Comprehensive income (loss) attributable to non-controlling interest		—			—			—			—			—

Comprehensive income (loss) attributable to controlling interest	$	43.5		$	87.4		$	43.3		$	(130.7	)	$	43.5


Statement of Comprehensive Income Nine month period ended June 28, 2015 (in millions)	Parent			Guarantor Subsidiaries			Nonguarantor Subsidiaries			Eliminations			Consolidated
Net income (loss)	$	127.2		$	169.5		$	126.8		$	(296.3	)	$	127.2
Other comprehensive income (loss), net of tax:
Foreign currency translation (loss) gain		(68.6	)		(69.2	)		(69.2	)		138.4			(68.6	)
Unrealized (loss) gain on derivative instruments		(8.6	)		(5.8	)		(5.8	)		11.6			(8.6	)
Defined benefit pension gain (loss)		2.8			2.8			2.8			(5.6	)		2.8

Other comprehensive (loss) income		(74.4	)		(72.2	)		(72.2	)		144.4			(74.4	)

Comprehensive income (loss)		52.8			97.3			54.6			(151.9	)		52.8
Comprehensive income (loss) attributable to non-controlling interest		0.2			0.2			0.2			(0.4	)		0.2

Comprehensive income (loss) attributable to controlling interest	$	52.6		$	97.1		$	54.4		$	(151.5	)	$	52.6


Statement of Cash Flows Nine month period ended July 3, 2016 (in millions)	Parent			Guarantor Subsidiaries			Nonguarantor Subsidiaries			Eliminations			Consolidated
Net cash (used) provided by operating activities	$	(272.0	)	$	219.5		$	(99.8	)	$	257.0		$	104.7
Cash flows from investing activities
Purchases of property, plant and equipment		(32.2	)		(6.0	)		(21.4	)		—			(59.6	)
Proceeds from sales of property, plant and equipment		0.1			—			0.7			—			0.8
Other investing activities		(0.6	)		(1.3	)		—			—			(1.9	)

Net cash used by investing activities		(32.7	)		(7.3	)		(20.7	)		—			(60.7	)
Cash flows from financing activities
Proceeds from issuance of debt		217.8			—			—			—			217.8
Payment of debt		(310.0	)		—			(1.7	)		—			(311.7	)
Payment of debt issuance costs		(1.6	)		—			—			—			(1.6	)
Payment of cash dividends to parent		(74.6	)		—			—			—			(74.6	)
Payment of contingent consideration		(3.2	)		—			—			—			(3.2	)
Advances related to intercompany transactions		467.2			(218.3	)		8.1			(257.0	)		—

Net cash provided (used) by financing activities		295.6			(218.3	)		6.4			(257.0	)		(173.3	)
Effect of exchange rate changes on cash and cash equivalents		—			—			(1.7	)		—			(1.7	)

Net (decrease) in cash and cash equivalents		(9.1	)		(6.1	)		(115.8	)		—			(131.0	)
Cash and cash equivalents, beginning of period		13.0			8.6			226.3			—			247.9

Cash and cash equivalents, end of period	$	3.9		$	2.5		$	110.5		$	—		$	116.9


Statement of Cash Flows Nine month period ended June 28, 2015 (in millions)	Parent			Guarantor Subsidiaries			Nonguarantor Subsidiaries			Eliminations			Consolidated
Net cash (used) provided by operating activities	$	(544.1	)	$	(355.9	)	$	(1,358.3	)	$	2,094.7		$	(163.6	)
Cash flows from investing activities											—
Purchases of property, plant and equipment		(25.0	)		(7.3	)		(17.2	)		—			(49.5	)
Business acquisitions, net of cash acquired		(1,077.5	)		—			(115.7	)		—			(1,193.2	)
Proceeds from sales of property, plant and equipment		0.1			—			1.2			—			1.3
Other investing activities		—			—			(0.9	)		—			(0.9	)

Net cash used by investing activities		(1,102.4	)		(7.3	)		(132.6	)		—			(1,242.3	)
Cash flows from financing activities
Proceeds from issuance of debt		3,177.0			—			—			—			3,177.0
Payment of debt		(1,989.8	)		—			(292.1	)		—			(2,281.9	)
Payment of debt issuance costs		(37.3	)		—			—			—			(37.3	)
Payment of cash dividends to parent		(51.0	)		—			—			—			(51.0	)
Share based tax withholding payments, net of proceeds upon vesting		(1.9	)		—			—			—			(1.9	)
Advances related to intercompany transactions		18.9			369.0			1,706.8			(2,094.7	)		—
Capital contribution from parent		528.3			—			—			—			528.3

Net cash provided (used) by financing activities		1,644.2			369.0			1,414.7			(2,094.7	)		1,333.2
Effect of exchange rate changes on cash and cash equivalents		—			—			(13.0	)		—			(13.0	)

Net increase (decrease) in cash and cash equivalents		(2.3	)		5.8			(89.2	)		—			(85.7	)
Cash and cash equivalents, beginning of period		4.8			11.2			176.9			—			192.9

Cash and cash equivalents, end of period	$	2.5		$	17.0		$	87.7		$	—		$	107.2

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Introduction

The following is management’s discussion of the financial results, liquidity and other key items related to our performance and should be read in conjunction with the Condensed Consolidated Financial Statements and related notes included in Item 1 of this Quarterly Report on Form 10-Q. Unless the context indicates otherwise, the term the “Company,” “Spectrum,” “we,” “our,” or “us” are used to refer to Spectrum Brands Holdings, Inc. and its subsidiaries and SB/RH Holdings, LLC and its subsidiaries, collectively.

Business Overview

We are a diversified global branded consumer products company. The Company manufactures, markets and/or distributes its products in approximately 160 countries in the North America, Europe, Middle East & Africa (“MEA”), Latin America and Asia-Pacific regions through a variety of trade channels, including retailers, wholesalers and distributors, original equipment manufacturers (“OEMs”), construction companies and hearing aid professionals. We enjoy strong name recognition in our regions under our various brands and patented technologies. Our diversified global branded consumer products have positions in seven major product categories: consumer batteries, small appliances, personal care, hardware and home improvement, pet supplies, home and garden and auto care. We manage the businesses in five vertically integrated, product-focused segments: (i) Global Batteries & Appliances, (ii) Hardware & Home Improvement, (iii) Global Pet Supplies, (iv) Home and Garden and (v) Global Auto Care. Global and geographic strategic initiatives and financial objectives are determined at the corporate level. Each segment is responsible for implementing defined strategic initiatives and achieving certain financial objectives and has a general manager responsible for sales and marketing initiatives and the financial results for all product lines within that segment. See Note 16, “Segment Information” of Notes to the Condensed Consolidated Financial Statements, included elsewhere in this Quarterly Report for more information pertaining to segments. The following table summarizes the respective product types, brands, and regions for each of the segments:

Segment

Products

Brands

Regions

Global Batteries & Appliances

Consumer batteries: Alkaline, zinc carbon, and NiMH rechargeable batteries; hearing aid and other specialty battery products; battery powered portable lighting products.

Small appliances: small kitchen and home appliances.

Personal care: electric shaving and grooming products, hair care appliances and accessories.

Consumer batteries: Rayovac, VARTA.

Small appliances: Black & Decker, George Foreman, Russell Hobbs, Juiceman, Breadman, and Toastmaster.

Personal care: Remington.

North America Europe/MEA Latin America Asia-Pacific

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