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CORRESP
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    3001 Deming Way

    Middleton, WI 53562-1431

    P.O. Box 620992

    Middleton, WI 53562-0992

    (608) 275-3340

May 20, 2024

Mr. Dale Welcome

Division of Corporation Finance

Securities and Exchange Commission

Washington, D.C. 20549

    RE:
    Spectrum Brands Holdings, Inc.

    Form 10-K for the Fiscal Year Ended September 30, 2023

    Filed November 21, 2023

    File No. 001-04219

Dear Mr. Welcome:

Set forth below is the response of Spectrum
Brands Holdings, Inc. (the “Company”) to the comments raised by the staff (the “Staff”) of the Securities and
Exchange Commission (the “Commission”) in a letter to the Company dated April 22, 2024 (the “Comment Letter”).
For your convenience, the text of the comments in the Comment Letter has been duplicated in bold type to precede the Company’s responses.

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 response. Explain
to us clearly why you believe the adjustments comply with the stated guidance.

The Company acknowledges the Staff’s
comment and respectfully advises that it considered the guidance set forth in Question 100.01 of the Division of Corporate Finance Compliance
& Disclosure Interpretations on Non-GAAP Financial Measures when preparing the disclosures in its Form 10-K for the year ended September
30, 2023, related to the costs characterized as Home and Personal Care (“HPC”) brand portfolio transitions.

      1

For further clarity and with regards
to the unprecedented facts and circumstances being faced by the Company and its HPC segment, our HPC segment has a significant concentration
of revenue from global product sales associated with the licensed tradename, Black+Decker® (“B+D”), which we do not directly
own but rather license from a third party, Stanley Black & Decker (“SBD”), subject to a license agreement that was periodically
renewed and maintained during a long-term relationship with the licensor, further discussed and disclosed in our Form 10-K. Additionally,
effective December 2021, we had entered into an amendment to the license agreement which provided for another extension to the pre-existing
amendment but also provided an end date of June 30, 2025, and a sell-off period from April 1, 2025, to June 30, 2025, whereby the Company
and its HPC segment could continue to sell and distribute but no longer produce products subject to the license agreement. Due to the
high level of concentration in revenues associated with the B+D tradename for the Company and its HPC segment, there was a significant
shift in strategy required for the utilization of our brands resulting in an unanticipated and unusual shift towards brand development
and acquisition to transition away from use of the B+D tradename both during and before the sell-off period would be realized.

On February 3, 2022, the Company and
its HPC segment acquired the Tristar Business consisting of the home appliances and cookware categories of Tristar Products, Inc. with
intention to leverage the portfolio of acquired brands, legacy brands, and combined distribution channels and resources to facilitate
a transition away from the complete use of the B+D tradename altogether. During the projected transition period we planned costs to transition
the existing B+D product portfolio to new brands or tradenames that were substantially above our normal recurring costs and investment
and beyond pre-existing brand support and product development in the normal course of business. As previously noted in our response to
prior comment 2 in our response letter dated March 29, 2024, the costs recognized and adjusted for were associated with personnel costs
that had previously been incorporated as part of the continuing operations of the Company and its HPC business but were subject to a restructuring
initiative. The Company had also engaged in a restructuring initiative that resulted in headcount reductions but withheld certain actions
to retain personnel that were then specifically assigned to the transition project and were no longer supporting the current operations
of the Company and its HPC segment. If the brand transition initiative was not necessary, these same personnel would have been subject
to the restructuring initiative and their related personnel costs during the transition period would not have been incurred. As such,
the Company did not view these retained costs as supporting the recurring ongoing operations of the Company and its HPC segment, but the
temporary costs to execute the needed transition and were expected to not be absorbed by the Company upon completion.

In evaluating the consideration of
the guidance set forth in Question 100.01 of the Division of Corporate Finance Compliance & Disclosure Interpretations on Non-GAAP
Financial Measures, the Company considered the non-recurring and unusual nature of the B+D license agreement, the Tristar Business acquisition
and the sizeable investment necessary to transition away from B+D tradename as an operating expense that would not occur repeatedly or
occasionally due to its size and the irregular significant concentration of costs versus the nature of the operating expense being incurred.
The Company further notes that the scope and nature of the project was ultimately resolved before the year ended September 30, 2023 and
all previous actions and consideration towards restructuring were further executed to avoid the Company from absorbing the compensation
costs that were previously aligned with the project. Subsequently, there are not incremental costs being recognized and therefore no further
adjustments in subsequent periods, plus the Company does not anticipate incurring any similar project costs or initiatives in the foreseeable
future.

      2

 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.

The Company acknowledges the Staff’s
comment and respectfully advises that it considered the guidance set forth in Question 100.01 of the Division of Corporate Finance Compliance
& Disclosure Interpretations on Non-GAAP Financial Measures when preparing the disclosures in its Form 10-K for the year ended September
30, 2023. In consideration for your request for more detailed description of the costs, the following is a summary of the costs and adjustments
reported for the year ended September 30, 2023, with further description below.

    (in millions)
    2023

    Strategic Plan Development
    $ 6.0

    HPC Business Transformation
    $ 1.3

    Business Development Office
    $ 1.1

    GPC Australia/New Zealand Market Exit
    $ 0.8

    Global Productivity Improvement Initiative
    $ 0.6

    IPL Product Category Exit
    $ 0.5

    Direct to Consumer Strategic Consulting
    $ 0.5

    HPC China Market Exit
    $ 0.4

    Total other project costs
    $ 11.2

 · Strategic Plan Development: During the year ended September 30, 2023,
the Company engaged with a third-party consulting partner to assist in the development of a long-term strategic plan in consideration
of the significant divestiture transactions that the Company had executed or was in process of executing, consisting of the recent separation
of the Company’s Hardware and Home Improvement (“HHI”) segment and the continuing efforts to separate its HPC segment,
with focus on the strategic growth strategies of its Global Pet Care (“GPC”) and Home & Garden (“H&G”)
segments and roadmap following the completion of strategic transactions and effectively reducing the size of the Company to half its previous
size and substantially altering the strategic direction and initiatives. The Company had not previously incurred such costs or investment
given the relative size and shift in the strategic business objectives being irregular due to the substantive change to the organization
being impacted by the divestitures and would not anticipate or expect to incur similar costs in the foreseeable future. In evaluating
the consideration of the guidance set forth in Question 100.01 of the Division of Corporate Finance Compliance & Disclosure Interpretations
on Non-GAAP Financial Measures, the Company considered the costs in consideration of the significant divestitures and overall impact to
the Company’s design and strategy as an operating expense that would not occur repeatedly or occasionally due to its size and circumstances,
and asserts that the nature of the costs incurred are appropriate and reflective of non-recurring cost in accordance with the guidance
set forth in Question 100.01 of the Division of Corporate Finance Compliance & Disclosure on Non-GAAP Financial Measures.

      3

 · HPC Business Transformation: During the year ended September 30,
2023, the Company and its HPC segment initiated a strategic business transformation initiative within the segment which resulted in the
recognition of severance and retention benefit compensation that was provided following the separation of key executives within the HPC
segment along with transportation costs to consolidate inventory within distribution centers and decrease footprint. Further, the strategic
initiative was necessary to shift the direction of the HPC business following the Tristar Business acquisition in February 2022 and the
negative impact to the Company and its HPC segment. In consideration of the guidance set forth in Question 100.01 of the Division of Corporate
Finance Compliance & Disclosure Interpretations on Non-GAAP Financial Measures, we considered this adjustment to be appropriate due
to the incremental termination and retention costs to complete the transition, impact relative to the Tristar Business acquisition and
is reflective of a non-recurring event that is not a normal, operating expense of the Company. Prospectively, the costs attributable to
the project are not recurring or recognized in subsequent periods and would not anticipate or expect to incur similar costs in the foreseeable
future.

 · Business Development Office: The Company had previously recognized
costs associated with business development activities, diligence, and transformation initiatives, used in supporting strategic transaction
development and primarily consisting of personnel costs as an adjustment to its non-GAAP performance metric, Adjusted EBITDA. No further
disclosure or definition had been recognized due to the lack of materiality to the total consolidated Adjusted EBITDA. Prospectively,
the Company has discontinued the adjustment and such costs have been included within Adjusted EBITDA and will no longer be considered
a non-GAAP adjustment. The Company considered but concluded not to make an adjustment to historical Adjusted EBITDA presentation as there
was no material comparability issue between periods and a portion of costs in the prior year are not recurring in subsequent periods due
to restructuring initiatives that were taken in the prior year.

 · GPC Australia/New Zealand Market Exit: During the year ended September
30, 2023, the Company and its GPC segment elected to exit distribution from an Australian distribution center and transfer all commercial
operations within the Australia and New Zealand territories to a third-party distributor resulting in the recognition of severance costs
associated with the exit. In consideration of the guidance set forth in Question 100.01 of the Division of Corporate Finance Compliance
& Disclosure Interpretations on Non-GAAP Financial Measures, we considered these costs to be an appropriate adjustment within the
guidance as the recognition of such costs was triggered by the Company’s decision to exit its GPC commercial operations in a specific
territory resulting in the occurrence of extraneous termination costs outside normal operations, not related to the continuing costs of
the Company’s operations or revenue generating activities, but attributable to a non-recurring event. Prospectively, the costs attributable
to the project are not recurring or recognized in subsequent periods and the Company does not anticipate future costs or strategic changes
to be incurred.

      4

 · Global Productivity Improvement Initiative: In previously reported
periods, the Company initiated a global project consisting of restructuring related initiatives resulting in the termination and exit
of production facilities, organizational restructuring, severance benefits and other exit and disposal activities. During the year ended
September 30, 2023, there were incremental costs realized from the closing of certain legal entities associated with previous acquisitions,
including remaining costs to facilitate the closing of a production facility and operating entity in LATAM as part of the project, originally
initiated in a prior year. In consideration of the guidance set forth in Question 100.01 of the Division of Corporate Finance Compliance
& Disclosure Interpretation on Non-GAAP Financial Measure, we considered this adjustment appropriate due to the fact that the incremental
closing costs incurred are not considered to be a normal operating expense of the Company and associated with a previously closed facility
and legal entity. Prospectively, the costs attributable to the project are not recurring or recognized in subsequent periods and the Company
does not anticipate future costs in the foreseeable future.

 · IPL Product Category Exit: The Company and its HPC segment elected
to exit the intense pulse light (“IPL”) product category as part of a strategic transformation for the HPC business, requiring
the recognition of incremental costs to be incurred towards compensation with its vendors it had partnered with in the development and
production of such products with the product category. In consideration of the guidance set forth in Question 100.01 of the Division of
Corporate Finance Compliance & Disclosure Interpretations on Non-GAAP Financial Measures, we considered these costs to be an appropriate
adjustment within the guidance as the recognition of such costs was triggered by the Company’s decision to completely exit a product
category resulting in the occurrence of extraneous costs outside normal operations, not related to the continuing costs of the Company’s
operations or revenue generating activities, but attributable to a non-recurring event as the Company does not regularly exit of it