SPECTRUM BRANDS HOLDINGS, INC. (NYSE: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 secondquarter ended April 2,
2017is 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 May 2, 2017, the Company issued a press release (the Earnings
Press Release) discussing, among other things, its financial
results for its fiscal secondquarter endedApril 2, 2017. 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 2016 (including its ability to increase its net sales
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) Spectrum Brands Holdings
ability to manage and otherwise comply with its covenants with
respect to its significant outstanding indebtedness, (2) our
ability to integrate and realize synergies from our recent
acquisition and any possible future acquisitions, (3) risks
related to changes and developments 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, (4) changes in consumer demand for the various types of
products Spectrum Brands Holdings offers, (5) unfavorable
developments in the global credit markets, (6) the impact of
overall economic conditions on consumer spending, (7)
fluctuations in commodities prices, the costs or availability of
raw materials or terms and conditions available from suppliers,
(8) changes in the general economic conditions in countries and
regions where Spectrum Brands Holdings does business, such as
stock market prices, interest rates, currency exchange rates,
inflation and consumer spending, (9) Spectrum Brands Holdings
ability to successfully implement manufacturing, distribution and
other cost efficiencies and to continue to benefit from its
cost-cutting initiatives, (10) Spectrum Brands Holdings ability
to identify, develop and retain key employees, (11) unfavorable
weather conditions and various other risks and uncertainties,
including those discussed herein and those set forth in the
combined securities filings of Spectrum Brands Holdings, Inc. and
SB/RH Holdings, LLC, including their most recently filed Annual
Reports on Form 10-K or Quarterly Reports 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. (NYSE:SPB)

Spectrum Brands Holdings, Inc. (SB Holdings) is a diversified global consumer products company. The Company manufactures, markets and/or distributes its products in approximately 160 countries in the North America (NA); Europe, the Middle East and Africa (EMEA); Latin America (LATAM), and Asia-Pacific (APAC) regions. It has five segments: Global Batteries & Appliances (GBA), Global Pet Supplies (PET), Home and Garden (H&G), Hardware & Home Improvement (HHI) and Global Auto Care (GAC). The Company’s GBA segment includes product categories, such as consumer batteries, small appliances and personal care. The Company’s HHI segment includes product categories, such as lockset, plumbing and hardware. The Company’s PET segment’s product categories include aquatics, companion animal and pet food. The Company’s H&G segment’s product categories include controls, household and repellents. The Company’s GAC segment’s product categories include appearance, performance and A/C recharge.

SPECTRUM BRANDS HOLDINGS, INC. (NYSE:SPB) Recent Trading Information

SPECTRUM BRANDS HOLDINGS, INC. (NYSE:SPB) closed its last trading session down -0.46 at 143.24 with 328,994 shares trading hands.