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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

August 23, 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

    Response dated June 26,
    2024

    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 July 31, 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. Disclosure in your Form 10-K states that Adjusted EBITDA provides useful information to investors because
it reflects the ongoing operating performance and trends of your segments, excluding certain non-cash based expenses and/or non-recurring
items during each of the comparable periods. Please revise your disclosure in future filings to more clearly explain why Adjusted EBITDA
on a consolidated basis is useful to investors as a non-GAAP performance measure. Refer to Item 10(e)(1)(i)(C) of Regulation S-K.

The Company acknowledges the Staff’s
comment. In response to the Staff’s comment, the Company reviewed Item 10(e)(1)(i)(C) of Regulation S-K to address the matter of
disclosure on providing a clearer explanation why Adjusted EBITDA on a consolidated basis is useful to investors as a non-GAAP performance
measure and will revise our disclosure in future filings as follows (underline used to emphasize additions to existing definition):

      1

Adjusted EBITDA and Adjusted EBITDA
Margin are non-GAAP metrics used by management, which we believe are useful to investors to measure the operational strength and performance
of our business as it provides investors additional information about our operating profitability by excluding certain non-cash items,
non-routine items we do not expect to continue at the same level in the future, as well as other items not considered core to our
continuing operations. By providing these measures, together with a reconciliation of the most directly comparable GAAP measure, we
believe we are enhancing investors' understanding of our business and our results of operations, as well as assisting investors in evaluating
how well we are executing our strategic initiatives, as we believe securities analysts and other interested parties use such calculations
as a measure of financial performance and debt service capabilities, and management and our board of directors regularly use these measures
for internal purposes in evaluating our business performance, making budgeting decisions, and comparing our performance against other
peer companies using similar measures. They facilitate comparisons between peer companies since interest, taxes, depreciation, and
amortization can differ greatly between organizations as a result of differing capital structures and tax strategies. Adjusted EBITDA
is also used for determining compliance with the Company’s debt covenants.

 2. We note that Adjusted EBITDA has been disclosed as the measure of profit or loss for your reportable
segments pursuant to FASB ASC 280. However, you provide a reconciliation from Net income (loss) from continuing operations to EBITDA and
Adjusted EBITDA for your reportable segments. In addition, it does not appear that Net income (loss) from continuing operations for your
reportable segments includes income tax expense or interest expense. Please tell us how you determined that the presentation provided
is consistent with Items 10(e)(1)(i)(A) and (B) of Regulation S-K. For additional guidance, refer to Question 104.01 of the Division of
Corporation Finance Compliance & Disclosure Interpretations on Non-GAAP Financial Measures.

The Company acknowledges the Staff’s
comment. In response to the Staff’s comment, the Company reviewed Items 10(e)(1)(i)(A) and (B) of Regulation S-K and Question 104.01
of the Division of Corporation Finance Compliance & Disclosure Interpretations on Non-GAAP Financial Measures to address the matter
of disclosure considering the inclusion of our reportable segments within our reconciliation from Net income (loss) from continuing operations
to EBITDA and Adjusted EBITDA.

For purpose of clarification, we
had included the adjusted EBITDA for the reportable segments within our reconciliation to present the reconciliation of by segment operating
results to the consolidated Adjusted EBITDA. Within that reconciliation, the exclusion of income tax expense by segment is due to income
tax not being specifically identifiable to any operating or reportable segment because the operations of the reportable segments are not
specifically identifiable by legal entities within the organization and the tax provision is developed through a group consolidation and
not defined by any operating or reporting segment, but through legal organization and respective tax regulations and requirements on a
global basis. Similarly, the exclusion of interest expense by segment is due to the centralized treasury operations and debt obligations
not being specifically identifiable to any operating or reportable segment but through the consolidated needs and requirements of the
group, both in supporting the continuing operations of the operating or reportable segments, but also the strategic initiatives of the
consolidated group.

In consideration of Items 10(e)(1)(i)(A)
and (B) of Regulation S-K and the disclosure guidance provided by Question 104.01 of the Division of Corporation Finance Compliance &
Disclosure Interpretations on Non-GAAP Financial Measures, in future filings we will revise our non-GAAP disclosure to exclude Adjusted
EBITDA by segment within our reconciliation of Net income (loss) from continuing operations to EBITDA and Adjusted EBITDA and will only
present the consolidated results within our reconciliation to avoid further confusion and be aligned with the requirements and interpretations.

      2

 3. Your March 29 response to comment 2 regarding the Tristar Business acquisition and integration adjustment
refers to incremental compensation for personnel supporting transition and integration efforts during the transitionary period. Please
quantify these costs for each of the last two fiscal years and describe the roles performed by these personnel.

The Company acknowledges the Staff’s
comment and as noted in comment 2 in our March 29 response regarding the Tristar Business acquisition and integration adjustment, we referred
to incremental compensation related to costs for personnel supporting the transition and integration efforts during the transitory period.
More specifically, these costs are associated with retention bonuses and incentive compensation that was provided to personnel assumed
as part of the Tristar Business acquisition, provided for all levels of personnel supporting functions of the acquired business such as
accounting and finance, sales and commercial operations and supply chain. The recognition of these retention bonuses and incentive compensation
were entered into in consideration of the purchase of the Tristar Business as a benefit to the Company, specifically entered into with
the respective personnel upon close of the transaction to support the post-transaction integration and therefore considered a transaction
cost of the acquired business, recognized over the service period for those individuals following the close of the transaction. The retention
bonuses were approximately $4.5 million and $5.7 million for the years ended September 2023 and 2022, respectively.

 4. Your May 20 response to comment 1 regarding the non-GAAP adjustments for the HPC brand portfolio transitions
notes a shift in strategy required for the utilization of your brands towards brand development and acquisition to transition away from
use of the Black & Decker tradename (“the B+D tradename”). Please tell us whether actions such as shifts in strategy and
managing the transition of your business to new brands are deemed to be a normal activity considering your operations, revenue generating
activities, and business strategy. Also, tell us the extent to which “the sizeable investment necessary to transition away from
the B+D tradename” was a factor in applying Question 100.01 of the Division of Corporation Finance Compliance & Disclosure Interpretations
on Non-GAAP Financial Measures to this adjustment.

The Company acknowledges the Staff’s
comment and as noted in comment 1 in our May 20 response regarding the non-GAAP adjustment for the HPC brand portfolio transition, we
had considered the non-recurring and unusual nature of the transition away from the B+D tradename was specifically attributable to the
relative size and significance, driven by the circumstances from the pending expiration of a license agreement and the purchase of the
Tristar Business, creating an irregular significant concentration of costs when considering the guidance in Question 100.01 of the Division
of Corporation Finance Compliance & Disclosure Interpretations on Non-GAAP Financial Measures. Such substantial shifts in strategy
are not considered to be normal activity in our operations, but the consideration of the guidance was not directly attributable to the
nature of the costs being incurred as we would expect similar operating costs to be recognized to support new product development and
commercialization.

Upon further consultation with the
guidance and interpretations set forth in Question 100.01 of the Division of Corporate Finance Compliance and Disclosure Interpretations
on Non-GAAP Financial Measures, and consideration of the subsequent change in circumstances resulting in the Company suspending the project
at the end of the 2023 fiscal year, as noted in comment 2 to our July 26 response, we believe it would be most appropriate to revise in
future filings our reporting of consolidated Adjusted EBITDA and reconciliation of Net income (loss) from continuing operations to EBITDA
and Adjusted EBITDA for the annual periods ended September 30, 2023 and 2022, and all interim periods included therein to remove the adjustment
associated with the HPC brand portfolio transition. The revision will be reflected within all future filings for historical comparative
periods.

      3

 5. With regards to costs associated with the Global ERP Transformation, your March 29 response to comment
2 notes the non-GAAP adjustments include incremental compensatory costs for a dedicated project management team. Please tell us whether
the project management team is made up of employees or external professionals and consultants and describe their roles and responsibilities.
In addition, quantify the amount of compensatory costs included in this non-GAAP adjustment for each of the last two fiscal years and
the most recent interim period.

The Company acknowledges the Staff’s
comment and as noted in comment 2 in our March 29 response regarding the non-GAAP adjustment for Global ERP Transformation included compensatory
costs for a dedicated project management team that consists of employees that were designated as dedicated project leads included overall
project management for the SAP S/4 HANA implementation initiative, coordinating resources and execution of the program goals and initiatives,
and dedicated business process and IT development leads dedicated to the coordination and execution of program requirements. The internal
project team was identified and for the development and implementation of the SAP S/4 HANA project and separated from other internal personnel
that are supporting the continuing ongoing operations of the Company. Compensatory costs include salaries and benefits of the identified
personnel, plus any incentive compensation associated with the successful implementation of the project. Since the project was initiated,
the Company has completed its initial pilot deployment late in the year ended September 30, 2023, and has since reduced the requirements
and needs of the initiative for subsequent deployments and requirements, reducing the number of dedicated resources within the project
team specifically assigned to the transition and has resulted in the termination and severance of respective positions and costs. The
remaining project team has been substantially reduced and it is not expected to be absorbed by the Company following the completed implementation
with costs to be fully resolved by the end of the fiscal year ending September 30, 2025. The total costs associated with the dedicated
internal employee compensation was $2.2 million and $2.5 million during the years ended September 30, 2023 and 2022, respectively, and
$2.7 million for the nine-month period ended June 30, 2024.

 6. Your May 20 response to comment 2 regarding the Strategic Plan Development component of the non-GAAP
adjustment for Other project costs explains that you engaged with a third-party consulting partner to assist in the development of a long-term
strategic plan in consideration of the divestiture transactions that you had executed or were in process of executing. Please describe
the services provided by these consultants in greater detail and further explain why costs incurred related to long-term strategic planning
are not a normal, recurring operating expense per Question 100.01 of the Division of Corporation Finance Compliance & Disclosure Interpretations
on Non-GAAP Financial Measures.

The Company acknowledges the Staff’s
comment and as noted in comment 2 of our May 20 response letter, the Strategic Plan Development component of the non-GAAP adjustment for
Other project costs was attributable to the engagement of a third-party consulting partner to assist in the development of a long-term
strategic plan in consideration of divestiture transactions that had been executed or were in process of executing. The nature of the
services provided by our consultants were to establish a strategic 5-year path as a pure play pet care and home care business following
the completion of divestitures of our HHI business, completed as of June 2023, and our HPC segment which we have been executing on various
exit strategies. The development of the 5-year strategic path included development of competitive analysis of the resized organization
and performance relative to peers, assessing size and structure of the remaining operations and personnel of the company, assessing near-in
adjacency strategy within relevant sectors and geographies, advising on operational topics such as sales & operations planning, SKU
rationalization, working capital management, establish revenue growth management strategies, and developing an overall roadmap and integrated
models to incorporate overlapping priorities and initiatives.

      4

The completion of these divestitures
substantially changes the size and scope of the Company and requires substantive adjustment in our strategic initiatives, along with the
overall operating structure and design of the remaining operations and enabling functions of the Company, to the degree we have not seen
since we completed the divestitures of our batteries and global auto care business approximately 5 years previously, requiring similar
actions. As previously noted in response to the comment 2 in our May 20 response, we have recognized these as irregular and unusual given
the investment is attributable to the divestiture actions being completed which was primarily in consideration of the guidance set forth
in Question 100.01 of t