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United States securities and exchange commission logo
March 15, 2024
Jeremy Smeltser
Chief Financial Officer
Spectrum Brands Holdings, Inc.
3001 Deming Way
Middleton, WI 53562
Re: Spectrum Brands
Holdings, Inc.
Form 10-K for
Fiscal Year Ended September 30, 2023
Filed November 21,
2023
File No. 001-04219
Dear Jeremy Smeltser:
We have limited our review of your filing to the financial
statements and related
disclosures and have the following comments.
Please respond to this letter within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe a
comment applies to your facts and circumstances, please tell us why in
your response.
After reviewing your
response to this letter, we may have additional comments.
Form 10-K for Fiscal Year Ended September 30, 2023
Management's Discussion and Analysis of Financial Condition and Results
of Operations
Non-GAAP Measurements, page 34
1. We note that you
present consolidated Adjusted EBITDA Margin, but do not present the
most directly
comparable GAAP measure, net income margin, with equal or greater
prominence. In future
filings, for each non-GAAP financial measure you present, please
present the most
directly comparable GAAP measure with equal or greater prominence in
accordance with Item
10(e)(1)(i)(A) of Regulation S-K. This comment also applies to
Exhibit 99.1 of Form
8-K filed February 8, 2024.
2. Your non-GAAP measure,
consolidated Adjusted EBITDA, excludes items identified as
Tristar business
acquisition, HPC brand portfolio transitions, global ERP transformation,
other project costs,
unallocated shared costs, legal and environmental, early settlement of
foreign currency cash
flow hedges, HPC product disposal, and HPC product recall. Please
describe to us the
specific nature of the costs reflected in each of these adjustments and
Jeremy Smeltser
Spectrum Brands Holdings, Inc.
March 15, 2024
Page 2
explain to us how you determined that these adjustments are
appropriate based on the
guidance in Question 100.01 of the Division of Corporation Finance
Compliance
& Disclosure Interpretations on Non-GAAP Financial Measures. This
comment also
applies to the consolidated Adjusted EBITDA and Adjusted Diluted EPS
measures
appearing in Exhibit 99.1 of Form 8-K filed February 8, 2024, as
applicable.
Consolidated Results of Operations, page 40
3. In future filings, please expand your disclosures to quantify the
reasons identified for the
changes between periods in both your consolidated results of
operations and segment
financial data on page 41. To the extent that there is more than one
business reason for the
change between periods, please quantify the incremental impact of each
individual reason
discussed on the overall change. Refer to Item 303(b) of Regulation
S-K for guidance.
In closing, we remind you that the company and its management are
responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review,
comments, action or
absence of action by the staff.
Please contact Dale Welcome at 202-551-3865 or Martin James at
202-551-3671 with
any questions.
FirstName LastNameJeremy Smeltser Sincerely,
Comapany NameSpectrum Brands Holdings, Inc.
Division of
Corporation Finance
March 15, 2024 Page 2 Office of
Manufacturing
FirstName LastName