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                             April 22, 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
                                                            Response dated
March 29, 2024
                                                            File No. 001-04219

       Dear Jeremy Smeltser:

              We have reviewed your March 29, 2024 response to our comment
letter 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. Unless
       we note otherwise, any references to prior comments are to comments in
our March 15, 2024
       letter.

       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.                                                   Refer to your response
to prior comment 2 as it relates to the adjustments for the HPC
                                                        brand portfolio
transitions. We note from your response that the compensation costs for
                                                        retained personnel
appear to relate to your historical operations as they were incurred to
                                                        facilitate a transition
of an entire portfolio of branded products away from an expiring
                                                        licensed brand to a
newly acquired brand portfolio. As such, these costs do not appear to
                                                        be outside of the
company   s normal operations and excluding them from your non-GAAP
                                                        measure would not be
consistent with the guidance in Question 100.01 of the Division of
                                                        Corporation Finance
Compliance & Disclosure Interpretations on Non-GAAP Financial
                                                        Measures. Please
provide us with a detailed description of these costs, including a clear
                                                        understanding of the
unprecedented facts and circumstances to which you refer in your
 Jeremy Smeltser
FirstName   LastNameJeremy   Smeltser
Spectrum Brands   Holdings, Inc.
Comapany
April       NameSpectrum Brands Holdings, Inc.
       22, 2024
April 222, 2024 Page 2
Page
FirstName LastName
         response. Explain to us clearly why you believe the adjustments comply
with the stated
         guidance.
2.       Refer to your response to prior comment 2 as it relates to the
adjustments for other project
         costs. Although you indicate in your response that your other projects
costs relate to
         discrete events and projects, it appears that you have similar events
and projects in
         multiple periods. As such, these costs do not appear to be outside of
the company   s
         normal operations and excluding them from your non-GAAP measure is not
consistent
         with the guidance in Question 100.01 of the Division of Corporation
Finance Compliance
         & Disclosure Interpretations on Non-GAAP Financial Measures. Please
provide us with a
         detailed description of these costs and explain to us clearly why you
believe the
         adjustments comply with the stated guidance.
3.       Refer to your response to prior comment 2 as it relates to the
adjustments for unallocated
         shared costs. You indicate that the adjustments reflect the indirect
costs incurred to
         support the HHI segment at the time it was directly owned and operated
by the company
         prior to its disposition, and that under U.S. GAAP, only direct costs
associated with the
         disposed business can be accounted for as discontinued operations.
Please explain to us in
         greater detail why these unallocated shared costs would not represent
normal, recurring,
         cash operating expenses necessary to operate your business, and why
adjusting for such
         costs in your non-GAAP measures would not be inconsistent with the
guidance in
         Question 100.01 of the Division of Corporation Finance Compliance &
Disclosure
         Interpretations on Non-GAAP Financial Measures.
4.       Refer to your response to prior comment 2 as it relates to the
adjustments for legal and
         environmental costs. Please describe to us in detail the events and
circumstances that led
         to the legal and environmental costs reflected in the adjustments.
Specifically explain how
         you concluded that these were significant and unusual non-recurring
matters that have no
         previous historical context or precedent with your operations, revenue
generating
         activities, business strategy, industry, and regulatory environment.
Explain to us in
         sufficient detail why adjusting for these costs is consistent with the
guidance in Question
         100.01 of the Division of Corporation Finance Compliance & Disclosure
Interpretations
         on Non-GAAP Financial Measures.
5.       Refer to your response to prior comment 2 as it relates to the
adjustments for HPC product
         disposal. Given the nature of the company   s business, please explain
to us why the
         inventory cost and disposition costs to eliminate excess inventory
would not be considered
         normal operating expenses, and why adjusting for these costs when
calculating your non-
         GAAP measure is consistent with the guidance in Question 100.01 of the
Division of
         Corporation Finance Compliance & Disclosure Interpretations on
Non-GAAP Financial
         Measures.
6.       Refer to your response to prior comment 2 as it relates to the
adjustments for HPC product
         recall. Please describe to us in greater detail the products recalled,
the circumstances
         leading to that recall, and quantify the category of costs (e.g., cash
reimbursements,
 Jeremy Smeltser
Spectrum Brands Holdings, Inc.
April 22, 2024
Page 3
         inventory replacement and disposition, third-party legal and
consultation costs, etc.)
         recorded in each reported period. Elaborate on how the activities and
actions were event
         driven and specific to responses required by the CPSC, and not
reflective of pervasive
         matters that were previously existing. Given the nature of your
operations, tell us in
         greater detail why these HPC product recall costs would not represent
normal operating
         expenses of your business, and why adjusting for such costs in your
non-GAAP measures
         would not be inconsistent with the guidance in Question 100.01 of the
Division of
         Corporation Finance Compliance & Disclosure Interpretations on
Non-GAAP Financial
         Measures.
       Please contact Dale Welcome at 202-551-3865 or Martin James at
202-551-3671 if you
have questions regarding comments on the financial statements and related
matters.



FirstName LastNameJeremy Smeltser                            Sincerely,
Comapany NameSpectrum Brands Holdings, Inc.
                                                             Division of
Corporation Finance
April 22, 2024 Page 3                                        Office of
Manufacturing
FirstName LastName