Item 2.02  Results of Operations and Financial Condition.
The following information, including the Exhibit 99.1 referenced in this Item
2.02 to the extent the Exhibit discusses financial results of Spectrum Brands
Holdings, Inc. (the "Company" or "Spectrum Brands") for the fiscal fourth
quarter ended September 30, 2020 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 November 13, 2020, the Company issued a press release (the "Earnings Press
Release") discussing, among other things, its financial results for its fiscal
fourth quarter ended November 13, 2020. A copy of the Earnings Press Release is
furnished as Exhibit 99.1 to this report.
Forward Looking Information
This document contains, and certain oral and written statements made by our
representatives from time to time may contain, forward-looking statements,
including, without limitation, statements made under "Fiscal 2020 Outlook for
Continuing Operations", statements regarding our Global Productivity Improvement
Plan and other statements regarding the Company's ability to meet its
expectations for its fiscal 2020. We have tried, whenever possible, to identify
these statements by using words like "future," "anticipate," "intend," "plan,"
"estimate," "believe," "belief," "expect," "project," "forecast," "could,"
"would," "should," "will," "may," and similar expressions of future intent or
the negative of such terms. These statements are subject to a number of risks
and uncertainties that could cause results to differ materially from those
anticipated as of the date of this release. Actual results may differ materially
as a result of (1) the impact of the COVID-19 pandemic on our customers,
employees, manufacturing facilities, suppliers, the capital markets and our
financial condition, and results of operations, all of which tend to aggravate
the other risks and uncertainties we face; (2) the impact of our indebtedness on
our business, financial condition and results of operations; (3) 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; (4) any
failure to comply with financial covenants and other provisions and restrictions
of our debt instruments; (5) the effects of general economic conditions,
including the impact of, and changes to tariffs and trade policies, inflation,
recession or fears of a recession, depression or fears of a depression, labor
costs and stock market volatility or monetary or fiscal policies in the
countries where we do business; (6) 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; (7) interest
rate and exchange rate fluctuations; (8) the loss of, significant reduction in,
or dependence upon, sales to any significant retail customer(s); (9) competitive
promotional activity or spending by competitors, or price reductions by
competitors; (10) the introduction of new product features or technological
developments by competitors and/or the development of new competitors or
competitive brands; (11) the impact of actions taken by significant
stockholders; (12) changes in consumer spending preferences and demand for our
products, particularly in light of the COVID-19 pandemic and economic stress;
(13) our ability to develop and successfully introduce new products, protect our
intellectual property and avoid infringing the intellectual property of third
parties; (14) our ability to successfully identify, implement, achieve and
sustain productivity improvements (including our Global Productivity Improvement
Plan), cost efficiencies (including at our manufacturing and distribution
operations) and cost savings; (15) the seasonal nature of sales of certain of
our products; (16) the effects of climate change and unusual weather activity,
as well as further natural disasters and pandemics; (17) the cost and effect of
unanticipated legal, tax or regulatory proceedings or new laws or regulations
(including environmental, public health and consumer protection regulations);
(18) our discretion to conduct, suspend or discontinue our share repurchase
program (including our discretion to conduct purchases, if any, in a variety of
manners including open-market purchases or privately negotiated transactions);
(19) public perception regarding the safety of products that we manufacture and
sell, including the potential for environmental liabilities, product liability
claims, litigation and other claims related to products manufactured by us and
third parties; (20) the impact of existing, pending or threatened litigation,
government regulations or other requirements or operating standards applicable
to our business; (21) the impact of cybersecurity breaches or our actual or
perceived failure to protect company and personal data, including our failure to
comply with new and increasingly complex global data privacy regulations; (22)
changes in accounting policies applicable to our business; (23) our ability to
utilize net operating loss carry-forwards to offset tax liabilities from future
taxable income; (24) the impact of expenses resulting from the implementation of
new business strategies, divestitures or current and proposed restructuring
activities; (25) our ability to successfully implement further acquisitions or
dispositions and the impact of any such transactions on our financial
performance; (26) the unanticipated loss of key members of senior management and
the transition of new members of our management teams to their new roles; (27)
the impact of economic, social and political conditions or civil unrest in the
U.S. and other countries; (28) the effects of political or economic conditions,
terrorist attacks, acts of war, natural disasters, public health concerns or
other unrest in international markets; (29) our ability to achieve our goals
regarding environmental, social and governance practices; (30) our increased
reliance on third party partners, suppliers, and distributors to achieve our
business objectives; and (31) the other risk factors set forth in the securities
filings of Spectrum Brands Holdings, Inc. and SB/RH Holdings, LLC, including the
2020 Annual Report and subsequent Quarterly Reports on Form 10-Q.

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




Item 9.01 Financial Statements and Exhibits.
(a) Not applicable.
(b) Not applicable.
(c) Not applicable.
(d) Exhibits.
The following exhibits are being filed with this Current Report on Form 8-K.
            Exhibit No.                           Description
                99.1            Earnings Press Release, dated November 13, 2020


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