SPECTRUM BRANDS HOLDINGS, INC. (NASDAQ:SPB) Files An 8-K Results of Operations and Financial Condition

Item 2.02Results 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, 2016is being furnished 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 17, 2016, the Company issued a press release (the
Earnings Press Release) discussing, among other things, its
financial results for its fiscal fourth quarter endedSeptember
30, 2016. A copy of the Earnings Press Release is furnished as
Exhibit 99.1 to this report.

Forward Looking Information

Certain matters discussed in this news release and other oral and
written statements by representatives of the Company regarding
matters such as the Companys ability to meet its expectations for
its fiscal 2017 (including expectations regarding capital
expenditures and its ability to increase its net sales, free cash
flow and adjusted EBITDA) may be forward-looking statements
within the meaning of the Private Securities Litigation Reform
Act of 1995. We have tried, whenever possible, to identify these
statements by using words like future, anticipate, intend, plan,
estimate, believe, expect, project, forecast, could, would,
should, will, may, and similar expressions of future intent or
the negative of such terms. These statements are subject to a
number of risks and uncertainties that could cause results to
differ materially from those anticipated as of the date of this
release.Actual results may differ materially as a result of (1)
the impact of our indebtedness on our business, financial
condition and results of operations; (2) 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; (3) any failure to comply with financial
covenants and other provisions and restrictions of our debt
instruments; (4) the impact of actions taken by significant
stockholders; (5) the impact of expenses resulting from the
implementation of new business strategies, divestitures or
current and proposed restructuring activities; (6) our inability
to successfully integrate and operate new acquisitions at the
level of financial performance anticipated; (7) the unanticipated
loss of key members of senior management; (8) 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; (9) interest
rate and exchange rate fluctuations; (10) our ability to utilize
our net operating loss carry-forwards to offset tax liabilities
from future taxable income; (11) the loss of, significant
reduction in, or dependence upon, sales to any significant retail
customer(s); (12) competitive promotional activity or spending by
competitors, or price reductions by competitors; (13) the
introduction of new product features or technological
developments by competitors and/or the development of new
competitors or competitive brands; (14) 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; (15) changes in
consumer spending preferences and demand for our products; (16)
our ability to develop and successfully introduce new products,
protect our intellectual property and avoid infringing the
intellectual property of third parties; (17) our ability to
successfully implement, achieve and sustain manufacturing and
distribution cost efficiencies and improvements, and fully
realize anticipated cost savings; (18) the cost and effect of
unanticipated legal, tax or regulatory proceedings or new laws or
regulations (including environmental, public health and consumer
protection regulations); (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 pending
or threatened litigation; (21) the impact of cybersecurity
breaches or our actual or perceived failure to protect company
and personal data; (22) changes in accounting policies applicable
to our business; (23) government regulations; (24) the seasonal
nature of sales of certain of our products; (25) the effects of
climate change and unusual weather activity; and (26) the effects
of political or economic conditions, terrorist attacks, acts of
war or other unrest in international markets, including those
discussed herein and those set forth in the combined securities
filing of Spectrum Brands Holdings, Inc. and SB/RH Holdings, LLC,
including their most recently filed Annual Report on Form 10-K or
Quarterly Report on Form 10-Q.

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

Item 9.01Financial 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.

About SPECTRUM BRANDS HOLDINGS, INC. (NASDAQ:SPB)