UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 8-K
                                 CURRENT REPORT

                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934

                                 Date of Report:

                                 August 3, 2006
                   ------------------------------------------
                        (Date of earliest event reported)


                              SPECTRUM BRANDS, INC.
        ----------------------------------------------------------------
               (Exact Name of Registrant as Specified in Charter)



       Wisconsin                         001-13615              22-2423556
- -------------------------------    ---------------------  ---------------------
(State or other Jurisdiction of    (Commission File No.)      (IRS Employer
     Incorporation)                                        Identification No.)


            Six Concourse Parkway, Suite 3300, Atlanta, Georgia 30328
          (Address of principal executive offices, including zip code)

                                 (770) 829-6200
       ------------------------------------------------------------------
              (Registrant's telephone number, including area code)

                                       N/A
  -----------------------------------------------------------------------------
          (Former Name or Former Address, if Changed Since Last Report)


Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the Registrant under any of the
following provisions:

[_]  Written  communications  pursuant to Rule 425 under the  Securities Act (17
     CFR 230.425)

[_]  Soliciting  material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
     240.14a-12)

[_]  Pre-commencement   communications  pursuant  to  Rule  14d-2(b)  under  the
     Exchange Act (17 CFR 240.14d-2(b))

[_]  Pre-commencement   communications  pursuant  to  Rule  13e-4(c)  under  the
     Exchange Act (17 CFR 240.13e-4(c))


Item 2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION. (a) The following information, including Exhibit 99.1 attached hereto, is being furnished pursuant to this Item 2.02 and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing. On August 3, 2006, Spectrum Brands, Inc. issued a press release discussing, among other things, its estimated financial results for its third fiscal quarter of 2006 ended June 30, 2006. A copy of the press release is furnished as Exhibit 99.1 to this report. Item 8.01. OTHER EVENTS. The press release dated August 3, 2006, attached hereto as Exhibit 99.1 also reports that Spectrum Brands was informed by the U.S. Attorney's Office for the Northern District of Georgia on July 27, 2006 that the U.S. Attorney's Office has terminated its investigation initiated November 9, 2005 related to the company's financial results for the third and fourth quarters of fiscal year 2005 and the impact of these results on anticipated fiscal year 2006 earnings, as well as to the sale of company shares by senior management in advance of negative financial disclosures in 2005. Spectrum Brands continues to cooperate with the Atlanta District Office of the Securities and Exchange Commission's investigation into such matters. Item 9.01. FINANCIAL STATEMENTS AND EXHIBITS. (d) 99.1 Press Release dated August 3, 2006 issued by Spectrum Brands, Inc.

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Date: August 3, 2006 SPECTRUM BRANDS, INC. By: /s/ Randall J. Steward ------------------------------------- Name: Randall J. Steward Title: Executive Vice President and Chief Financial Officer

EXHIBIT INDEX Exhibit Description - ------- ----------- 99.1 Press Release dated August 3, 2006 issued by Spectrum Brands, Inc.

                                                                    Exhibit 99.1

         Spectrum Brands, Inc. Announces Third Quarter Financial Results


    ATLANTA--(BUSINESS WIRE)--Aug. 3, 2006--Spectrum Brands, Inc.
(NYSE:SPC), a global consumer products company with a diverse
portfolio of world-class brands, announced financial results of
diluted earnings per share of five cents for its fiscal third quarter
ended July 2, 2006. Excluding certain adjustments which management
believes are not indicative of the company's on-going normalized
operations, diluted earnings per share for its fiscal third quarter
would have been $0.22. (See Table 3, "Reconciliation of GAAP to
Adjusted Financial Data," for further detail).
    Last year, the company reported diluted earnings per share of
$0.46 for the quarter ended July 3, 2005. The company estimates that
the prior year's third quarter diluted earnings per share, excluding
certain adjustments which management believes are not indicative of
the company's ongoing normalized operations, were $0.70.
    "Spectrum Brands continues to face challenges in our European
battery business, which was the leading contributor to our
disappointing third quarter results," said David A. Jones, chairman
and chief executive officer. "We also generated lower-than-expected
sales this quarter from Remington men's shaving in North America at
Father's Day. However, there were a number of bright spots in our
third quarter results, including a strong performance from Remington
branded products in Europe and a modest but encouraging sequential
improvement in our North American battery business.
    "The Spectrum Brands management team is fully focused on improving
our financial performance. We are moving quickly to stabilize our
European battery business and to execute on our growth strategy
throughout the rest of our product portfolio. We continue to make good
progress on our cost reduction initiatives. In addition, we are
examining ways to reduce debt and leverage levels and strengthen our
balance sheet through potential divestiture of selected assets with
the goal of becoming a leaner, more flexible organization
well-positioned to create long-term shareholder value."
    Financial results for the quarter ended July 2, 2006 include
results from Tetra Holding GmbH, acquired on April 29, 2005, and
Jungle Labs, acquired on September 1, 2005. Financial results for
periods prior to the acquisition dates exclude Tetra and Jungle. On
January 25, 2006 Spectrum Brands divested its Canadian fertilizer
technology and professional products businesses. As a result of this
sale, the company has reported the third quarter and year-to-date
results of these businesses as discontinued operations in the
condensed consolidated statements of operations for both 2006 and
2005.

    Third Quarter Results

    Spectrum Brands' third quarter net sales were $698.3 million, as
compared to $707.8 million for the same period last year. The revenue
contribution from acquisitions was $22.8 million. Foreign exchange
translation contributed a net positive $5.0 million.
    Gross profit and gross margin for the quarter was $265.5 million
and 38.0 percent, respectively, versus $270.2 million and 38.2 percent
for the same period last year. Cost of goods sold during the quarter
included $2.7 million in restructuring and related charges. Prior year
results included a $7.3 million inventory valuation charge related to
the United and Tetra acquisitions and $7.8 million in restructuring
and related charges associated with the closure of a French
manufacturing facility. Excluding these charges, gross profit margin
for the third quarter was 38.4 percent versus 40.3 percent for the
same period last year. The decline in gross margin percentage resulted
primarily from lower sales in the global battery business and
increased raw material costs.
    Operating income was $49.0 million, or 7.0 percent of sales,
versus fiscal 2005's third quarter operating income of $69.0 million,
or 9.7 percent of sales. Operating expenses in 2006 included net
restructuring and related charges and other costs of $9.8 million
primarily attributable to the United integration and rationalization
of the company's European sales and marketing organization. In 2005
operating expenses included $7.3 million in net restructuring and
related charges and other costs primarily related to the United
acquisition. Adjusted operating income for the third quarter was $61.5
million, or 8.8 percent of sales, compared to $91.4 million, or 12.9
percent of sales last year. Distribution costs were $9.7 million
higher than compared with a year ago, in large part due to significant
increases in fuel costs. Increased investment in advertising spending
added another $2.2 million to operating expenses.
    Third quarter interest expense was $45.7 million versus $38.6
million last year due to increased debt levels from the Tetra
acquisition and higher interest rates. Total debt at July 2, 2006 was
$2.283 billion.

    Third Quarter Segment Results

    North American net sales were $394.2 million compared with $412.8
million reported last year. Battery and lighting sales declined 11
percent versus last year, as the company has not yet fully recovered
from market share and distribution losses that occurred in 2005 and
earlier in fiscal 2006. Remington branded product sales declined by 27
percent, largely the result of a weak category performance in Father's
Day men's shaver sales. In the company's lawn and garden business,
consumer purchases of Spectrum Brands products at retail grew five
percent during the third quarter; however, reported lawn and garden
sales grew at a three percent rate primarily as a result of retail
customers' inventory reduction programs. North American segment
profits were $61.7 million versus $72.3 million reported last year, as
a result of the year over year sales decline.
    European/ROW net sales were $117.1 million versus $137.3 million
in the prior year. Sales of Remington branded products grew by 19
percent as a result of strong penetration gains in continental Europe.
However, this improvement was more than offset by an unfavorable
product mix shift from branded to private label battery sales and from
higher margin specialty retail distribution channels to lower margin
food and mass channels, which contributed to a 23 percent sales
decline from batteries. Segment profitability for the quarter was $4.3
million compared with $18.0 million last year, primarily a function of
lower battery sales volume and higher raw material costs.
    In Latin America, net sales increased to $54.6 million as compared
to $49.6 million in the third quarter last year. Sales growth was
driven by strong performance from Remington branded products in the
region combined with modest growth in battery and lighting product
sales. Favorable foreign exchange translation contributed $1.5 million
to net sales. Latin American segment profitability of $4.2 million was
flat versus last year as rising commodity prices and higher selling
and marketing expenses offset higher revenues.
    In 2006, Spectrum Brands created the Global Pet segment, a new
business segment for reporting purposes, comprising United Pet Group,
Tetra and Jungle Labs, all of which were acquired during 2005. The
Global Pet segment contributed net sales of $132.4 million and segment
profits of $20.6 million during the third quarter. This compares to
segment revenues of $108.1 million and segment profits of $11.6
million in the third fiscal quarter of last year. The third quarter
revenue contribution from acquisitions was $22.8 million.
    Corporate expenses were $27.6 million, or 4.0 percent of net
sales, as compared to $22.1 million, or 3.1 percent of net sales, in
the prior year period. Expansion of the global operations support
infrastructure and increased professional fees accounted for the
majority of the increase.

    Termination of U.S. Attorney's Office Investigation

    In unrelated news, Spectrum Brands was informed by the U.S.
Attorney's Office for the Northern District of Georgia on July 27,
2006 that the U.S. Attorney's Office has terminated its investigation
initiated November 9, 2005 related to the company's financial results
for the third and fourth quarters of fiscal year 2005 and the impact
of these results on anticipated fiscal year 2006 earnings, as well as
to the sale of company shares by senior management in advance of
negative financial disclosures in 2005. Spectrum Brands continues to
cooperate with the Atlanta District Office of the Securities and
Exchange Commission's investigation into such matters.

    Webcast Information

    Spectrum Brands management will discuss third quarter financial
results in a live webcast on Thursday, August 3, at 8:30 a.m. EDT.
Interested investors and others can access this webcast through the
company's website, www.spectrumbrands.com.

    Non-GAAP Measurements

    Throughout this release, references are made to adjusted gross
profit, adjusted operating income, adjusted net income and adjusted
diluted EPS. See attached Table 3, "Reconciliation of GAAP to Adjusted
Financial Data," for a complete reconciliation of gross profit,
operating income, net income and diluted EPS on a GAAP basis to
adjusted gross profit, adjusted operating income, adjusted net income
and adjusted diluted EPS.
    Spectrum Brands management and some investors use adjusted results
of operations as one means of analyzing the company's current and
future financial performance and identifying trends in its financial
condition and results of operations. Spectrum Brands provides adjusted
information to investors to assist in meaningful comparisons of past,
present and future operating results and to assist in highlighting the
results of on-going core operations. While management believes these
adjusted results provide useful supplemental information, adjusted
results are not intended to replace the company's GAAP financial
results and should be read in conjunction with those GAAP results.

    About Spectrum Brands, Inc.

    Spectrum Brands is a global consumer products company and a
leading supplier of batteries, lawn and garden care products,
specialty pet supplies, shaving and grooming products, household
insecticides, personal care products and portable lighting. Spectrum
Brands' products are sold by the world's top 25 retailers and are
available in more than one million stores in more than 120 countries
around the world. Headquartered in Atlanta, Georgia, Spectrum Brands
has approximately 10,000 employees worldwide. The company's stock
trades on the New York Stock Exchange under the symbol SPC.
    Certain matters discussed in this news release, with the exception
of historical matters, may be forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995. These
statements are subject to a number of risks and uncertainties that
could cause results to differ materially from those anticipated as of
the date of this release. Actual results may differ materially from
these statements as a result of (1) changes in external competitive
market factors, such as introduction of new product features or
technological developments, development of new competitors or
competitive brands or competitive promotional activity or spending,
(2) changes in consumer demand for the various types of products
Spectrum Brands offers, (3) changes in the general economic conditions
where Spectrum Brands does business, such as stock market prices,
interest rates, currency exchange rates, inflation, consumer spending
and raw material costs, (4) the company's ability to successfully
implement manufacturing, distribution and other cost efficiencies, and
various other factors, including those discussed herein and those set
forth in Spectrum Brands' securities filings, including the most
recently filed Annual Report on Form 10-K and Form 10-Q.

    Attached

    Table 1 - Condensed Consolidated Statements of Operations

    Table 2 - Supplemental Financial Data

    Table 3 - Reconciliation of GAAP to Adjusted Financial Data


                               Table 1
                        SPECTRUM BRANDS, INC.
           Condensed Consolidated Statements of Operations
  For the three and nine months ended July 2, 2006 and July 3, 2005
                             (Unaudited)
               (In millions, except per share amounts)

                       THREE MONTHS               NINE MONTHS
                  ------------------------ ---------------------------
                   F2006 F2005(a) INC(DEC)   F2006   F2005(a) INC(DEC)
                  ------ --------    %      ------  --------     %

Net sales         $698.3  $707.8    -1.3%$1,943.3    $1,719.5    13.0%
Cost of goods sold 430.1   429.8          1,196.5     1,057.7
Restructuring and
 related charges     2.7     7.8              4.4         7.8
                   ------  ------         --------    --------
    Gross profit   265.5   270.2    -1.7%   742.4       654.0    13.5%

Selling            154.3   142.9            419.7       349.4
General and
 administrative     43.2    43.0            137.4       112.7
Research and
 development         7.5     8.0             22.5        21.2
Restructuring and
 related charges    11.5     7.3             22.8         7.5
                   ------  ------         --------    --------

Total operating
 expenses          216.5   201.2            602.4       490.8

     Operating
      income        49.0    69.0   -29.0%   140.0       163.2   -14.2%

Interest expense    45.7    38.6            130.0        94.5
Other income, net   (0.1)   (1.1)            (6.0)       (1.3)
                   ------  ------         --------    --------

    Income from
     continuing
     operations
     before income
     taxes           3.4    31.5             16.0        70.0

Income tax expense   0.9    10.7              5.3        24.9
                   ------  ------         --------    --------

    Income from
     continuing
     operations      2.5    20.8             10.7        45.1

Income (loss) from
 discontinued
 operations, net
 of tax                -     2.9             (5.3)(a)     4.6
                   ------  ------         --------    --------

     Net income   $  2.5  $ 23.7         $    5.4    $   49.7
                   ======  ======         ========    ========

Average shares
 outstanding (b)    49.5    48.9             49.5        42.0

Income from
 continuing
 operations       $ 0.05  $ 0.42         $   0.22    $   1.07
Discontinued
 operations            -    0.06            (0.11)       0.11
                   ------  ------         --------    --------
Basic earnings per
 share            $ 0.05  $ 0.48         $   0.11    $   1.18
                   ======  ======         ========    ========

Average shares and
 common stock
 equivalents
 outstanding (b)    51.6    51.1             51.0        43.9

Income from
 continuing
 operations       $ 0.05  $ 0.41         $   0.21    $   1.03
Discontinued
 operations            -    0.05            (0.10)       0.10
                   ------  ------         --------    --------
Diluted earnings
 per share        $ 0.05  $ 0.46         $   0.11    $   1.13
                   ======  ======         ========    ========

(a) The fertilizer technology and Canadian professional fertilizer
    businesses of Nu-Gro, disposed of in January 2006, are excluded
    from continuing operations for all periods presented. Certain
    amounts have been reclassified in the three and nine months ended
    July 3, 2005 to conform to the current year classification and
    present these businesses as discontinued operations.

(b) Per share figures calculated prior to rounding in millions.




                                Table 2
                         SPECTRUM BRANDS, INC.
                      Supplemental Financial Data
   For the three and nine months ended July 2, 2006 and July 3, 2005
                              (Unaudited)
                            ($ In millions)


Supplemental Financial Data         F2006    F2005
- ---------------------------      --------- ---------
Cash                              $   13.1 $   27.0

Trade receivables, net            $  374.3 $  449.5
  Days Sales Outstanding (a)            50       54

Inventory, net                    $  461.0 $  470.3
  Inventory Turnover (b)               3.6      3.7

Total Debt                        $2,282.9 $2,336.7

                                     THREE MONTHS       NINE MONTHS
                                  ------------------ -----------------
Supplemental Cash Flow Data         F2006    F2005    F2006    F2005
- ---------------------------       -------- --------- ------- ---------
Depreciation and amortization,
 excluding amortization of debt
 issuance costs                   $   22.5 $   21.0 $   66.4 $   48.8

Capital expenditures              $   20.9 $   20.6 $   51.2 $   40.8

                                     THREE MONTHS       NINE MONTHS
                                  ------------------ -----------------
Supplemental Segment Sales &
 Profitability                       F2006    F2005    F2006    F2005
- ----------------------------      --------- -------- -------- --------

Net Sales
- ---------
   North America                  $  394.2 $  412.8 $  954.6 $  909.2
   Europe/ROW                        117.1    137.3    416.9    503.8
   Latin America                      54.6     49.6    168.9    151.9
   Global Pet                        132.4    108.1    402.9    154.6
                                   -------- -------- -------- --------
       Total net sales            $  698.3 $  707.8 $1,943.3 $1,719.5
                                   ======== ======== ======== ========

Segment Profit
- --------------
   North America                  $   61.7 $   72.3 $  125.9 $  147.2
   Europe/ROW                          4.3     18.0     41.5     73.3
   Latin America                       4.2      4.3     14.2     13.6
   Global Pet                         20.6     11.6     62.4     11.6
                                   -------- -------- -------- --------
       Total segment profit           90.8    106.2    244.0    245.7

   Corporate                          27.6     22.1     76.8     67.2
   Restructuring and related
    charges                           14.2     15.1     27.2     15.3
   Interest expense                   45.7     38.6    130.0     94.5
   Other income, net                  (0.1)    (1.1)    (6.0)    (1.3)
                                   -------- -------- -------- --------

       Income from continuing
        operations before income
        taxes                     $    3.4 $   31.5 $   16.0 $   70.0
                                   ======== ======== ======== ========

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

(b) Reflects cost of sales (excluding restructuring and related
    charges) during the quarter divided by average inventory for the
    quarter, multiplied by four.




                               Table 3
                        SPECTRUM BRANDS, INC.
          Reconciliation of GAAP to Adjusted Financial Data
       For the three months ended July 2, 2006 and July 3, 2005
                             (Unaudited)
               (In millions, except per share amounts)

                                    THREE MONTHS
             ---------------------------------------------------------
                         F2006                        F2005
             ----------------------------- ---------------------------
                As     Adjust-               As     Adjust-
              Reported  ments-  Adjusted  Reported  ments    Adjusted

Net sales    $ 698.3  $    -   $ 698.3     $ 707.8  $    -   $ 707.8

Gross profit   265.5     2.7 (a) 268.2       270.2    15.1 (b) 285.3
Gross profit
 % of sales     38.0%             38.4%       38.2%             40.3%

Operating
 expenses      216.5     9.8 (c) 206.7       201.2     7.3 (d) 193.9
Operating
 income         49.0    12.5      61.5        69.0    22.4      91.4
Operating
 income % of
 sales           7.0%              8.8%        9.7%             12.9%

Income from
 continuing
 operations
 before
 income taxes    3.4    12.1 (e)  15.5        31.5    22.4      53.9
Income from
 continuing
 operations      2.5     9.0      11.5        20.8    15.0 (f)  35.8

Income from
 discontinued
 operations,
 net of tax        -       -         -         2.9    (2.9)        -

     Net
      income     2.5     9.0      11.5        23.7    12.1      35.8

Basic
 earnings per
 share (g)   $  0.05 $  0.18   $  0.23     $  0.48 $  0.25   $  0.73
              ======= =======   =======     ======= =======   =======


Diluted
 earnings per
 share (g)   $  0.05 $  0.17   $  0.22     $  0.46 $  0.24   $  0.70
              ======= =======   =======     ======= =======   =======

(a) For the three months ended July 2, 2006, reflects restructuring
    and related charges incurred during the period.

(b) For the three months ended July 3, 2005, reflects inventory
    valuation adjustments of $5.7 million related to the fair value
    write-up of Tetra inventory and $1.6 million related to the fair
    value write-up of United inventory in accordance with the
    requirements of SFAS 141, "Business Combinations." Also includes
    $7.8 million of restructuring and related charges incurred during
    the period associated with the closure of our manufacturing
    facility in Breitenbach, France.

(c) For the three months ended July 2, 2006, includes $9.9 million and
    $1.6 million of restructuring and related charges incurred during
    the period in connection with (i) the United integration and (ii)
    a series of actions in Europe to reduce operating costs and
    rationalize operating structure, respectively. In addition,
    general and administrative expenses include a $1.7 million benefit
    related to expiring penalties, associated with the Company's
    provision for presumed credits applied to the Brazilian excise tax
    on manufactured products, which expired in the current period.

(d) For the three months ended July 3, 2005, reflects restructuring
    and related charges incurred during the period.

(e) For the three months ended July 2, 2006, interest expense includes
    a $0.4 million net benefit related to interest charges associated
    with the Company's provision for presumed credits applied to the
    Brazilian excise tax on manufactured products.

(f) During the three months ended July 3, 2005, the Company, based on
    its current estimate of profits for fiscal 2005, reduced its full
    year effective tax rate from 37 percent to approximately 36
    percent.

(g) Per share figures calculated prior to rounding in millions.




                         Table 3 (continued)
                        SPECTRUM BRANDS, INC.
          Reconciliation of GAAP to Adjusted Financial Data
       For the nine months ended July 2, 2006 and July 3, 2005
                             (Unaudited)
               (In millions, except per share amounts)

                                     NINE MONTHS
             ---------------------------------------------------------
                         F2006                         F2005
             ----------------------------- ---------------------------
                As     Adjust-                As     Adjust-
              Reported  ments   Adjusted    Reported  ments   Adjusted

Net sales   $1,943.3 $     -     $1,943.3 $1,719.5 $     -   $1,719.5

Gross profit   742.4     4.6 (a)    747.0    654.0    42.8 (b)  696.8
Gross profit
 % of sales     38.2%                38.4%    38.0%              40.5%

Operating
 expenses      602.4    20.8 (c)    581.6    490.8     7.0 (d)  483.8
Operating
 income        140.0    25.5        165.5    163.2    49.8      213.0
Operating
 income % of
 sales           7.2%                 8.5%     9.5%              12.4%

Income from
 continuing
 operations
 before
 income taxes   16.0    18.9 (e)     34.9     70.0    61.9 (f)  131.9
Income from
 continuing
 operations     10.7    12.6         23.3     45.1    39.9 (g)   85.0

(Loss) income
 from
 discontinued
 operations,
 net of tax     (5.3)    5.3            -      4.6    (4.6)         -

    Net
     income      5.4    17.9         23.3     49.7    35.3       85.0

Basic
 earnings per
 share (h)   $  0.11 $  0.36      $  0.47  $  1.18 $  0.84    $  2.02
              ======= =======      =======  ======= =======    =======


Diluted
 earnings per
 share (h)   $  0.11 $  0.35      $  0.46  $  1.13 $  0.80    $  1.93
              ======= =======      =======  ======= =======    =======

(a) For the nine months ended July 2, 2006, includes $4.4 million of
    restructuring and related charges and an inventory valuation
    adjustment of $0.2 million related to the fair value write-up of
    Jungle Labs inventory in accordance with the requirements of
    Statement of Financial Accounting Standards ("SFAS") 141,
    "Business Combinations."

(b) For the nine months ended July 3, 2005, reflects inventory
    valuation adjustments of $5.7 million related to the fair value
    write-up of Tetra inventory and $29.3 million related to the fair
    value write-up of United inventory in accordance with the
    requirements of SFAS 141, "Business Combinations." Also includes
    $7.8 million of restructuring and related charges incurred during
    the period associated with the closure of our manufacturing
    facility in Breitenbach, France.

(c) For the nine months ended July 2, 2006, includes $17.6 million and
    $5.2 million of restructuring and related charges incurred during
    the period in connection with (i) the United integration and (ii)
    a series of actions in Europe to reduce operating costs and
    rationalize operating structure, respectively. In addition,
    general and administrative expenses include a $2.0 million benefit
    related to expiring penalties, associated with the Company's
    provision for presumed credits applied to the Brazilian excise tax
    on manufactured products, which expired in the current period.

(d) For the nine months ended July 3, 2005, operating expenses include
    a $1.6 million gain on sale of land and building, offset by a $1.1
    million charge related to the disposal of our Madison, WI
    manufacturing facility, closed in fiscal 2003. Also includes $7.5
    million of restructuring and related charges incurred during the
    period.

(e) For the nine months ended July 2, 2006, other income, net includes
    a $7.9 million gain on sale of the Company's Bridgeport, WI and
    Madison, WI manufacturing facilities. In addition, interest
    expense includes $1.3 million related to interest charges
    associated with the Company's provision for presumed credits
    applied to the Brazilian excise tax on manufactured products.

(f) For the nine months ended July 3, 2005, interest expense includes
    $12.0 million related to the write-off of debt issuance costs in
    the second quarter of 2005 associated with debt refinanced in
    connection with the United acquisition.

(g) For the nine months ended July 3, 2005, the Company, based on its
    current estimate of profits for fiscal 2005, reduced its full year
    effective tax rate from 37 percent to approximately 36 percent.

(h) Per share figures calculated prior to rounding in millions.




    CONTACT: Spectrum Brands
             Investor Relations
             Nancy O'Donnell, 770-829-6208
             or
             Media Relations
             Ketchum for Spectrum Brands
             David Doolittle, 404-879-9266