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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

October 4, 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 September 25, 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. We note your response to prior comment 3 regarding the non-GAAP adjustment for the costs associated
with retention bonuses and incentive compensation paid to personnel assumed as part of the Tristar Business acquisition. As these costs
appear to be normal, recurring operating expenses per Question 100.01 of the Division of Corporation Finance Compliance & Disclosure
Interpretations on Non-GAAP Financial Measures, please remove this non-GAAP adjustment.

The Company acknowledges the Staff’s
comment and will 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 all interim periods included therein to
remove the adjustment associated with the retention bonuses and incentive compensation paid to personnel assumed as part of the Tristar
Business acquisition. The revision will be reflected within all future filings for comparative periods.

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 2. In light of the numerous changes you have agreed to reflect in your next Form 10-K, please provide
us with your planned revised non-GAAP disclosures, in particular the revised GAAP to non-GAAP reconciliations for fiscal years 2024, 2023
and 2022 intend to include in that filing. To assist in our timely review, please provide amounts for the year-to-date period ended June
30, 2024 in the fiscal 2024 columns.

The Company acknowledges the Staff’s
comment and will revise our non-GAAP disclosures in our next Form 10-K for the annual fiscal period ending September 30, 2024, specifically
addressing the revision of the GAAP to non-GAAP reconciliation for the fiscal years ended September 30, 2024 and 2023 that we intend to
include in that filing. As per the financial disclosure requirements in Regulation S-K, we intend to omit the discussion of the earliest
of the three years within our Management Discussion & Analysis within our next Form 10-K as there were no substantive changes to the
discussion that was already included in our previous annual filing for the year ended September 30, 2023. For purposes of our response
within this letter, we have included the fiscal year ended September 30, 2022, for illustrative purposes and in response to the comment,
and is reflective of all GAAP to non-GAAP reconciliation revisions. Further, as noted in your comment, we have provided the amounts for
the year-to-date period ended June 30, 2024, in the fiscal 2024 column.

For purposes of clarity and completeness,
the following is a summary of the agreed upon revisions to our consolidated Adjusted EBITDA performance measure for the applicable periods
based upon the results of the Comment Letter process:

    (in millions)
    2024
    2023
    2022

    Adjusted EBITDA - as previously reported
    $ 303.0
    $ 303.0
    $ 283.1

    Revisions:

    Unallocated Shared Cost
      -
      18.0
      27.6

    HPC Brand Portfolio
      -
      2.5
      1.3

    Tristar Business Acquisition and Integration - Retention and Incentive costs
      -
      4.5
      5.7

    Other Project Costs - HPC Business Transformation
      -
      1.5
      -

    Other Project Costs - IPL Product Category Exit
      -
      0.3
      0.1

    Other Project Costs - Business Development Office
      -
      1.1
      1.5

    Total revisions
    $ -
    $ 27.9
    $ 36.2

    Adjusted EBITDA - as revised
    $ 303.0
    $ 275.1
    $ 246.9

The following is representative of the
revisions to the GAAP to non-GAAP disclosures the Company intends to include within its Form 10-K for the fiscal year ended September
30, 2024. Please note that references to notes in the consolidated financial statements are subject to change based upon final drafting
of the consolidated financial statements for the Company.

Adjusted
EBITDA and Adjusted EBITDA Margin. 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 for 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 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 securities analysts and other interested
parties use such calculations as a measure of financial performance and debt service capabilities, and they are regularly used by management
and our board of directors 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. See Note 12 - Debt in the Notes
to the Consolidated Financial Statements included elsewhere in this Annual Report for additional detail.

EBITDA
is calculated by excluding the Company’s income tax expense, interest expense, depreciation expense and amortization expense (from
intangible assets) from net income. Adjusted EBITDA also excludes certain non-cash adjustments including share based compensation (see
Note 19 - Share Based Compensation in the Notes to the Consolidated Financial Statements, included elsewhere in this Annual Report
for further detail); impairment charges on property, plant and equipment, operating and finance lease assets, and goodwill and other
intangible assets (See Note 10 - Property, Plant and Equipment, Note 13 - Leases, and Note 11 - Goodwill and Intangible
Assets in the Notes to the Consolidated Financial Statements, included elsewhere in this Annual Report, for further detail, respectively);
gain or loss from the early extinguishment of debt through the repurchase or early redemption of outstanding debt (See Note 8 - Debt
in the Notes to the Consolidated Financial
Statements, included elsewhere in this Annual Report for further detail); and purchase accounting adjustments recognized in income subsequent
an acquisition attributable to the step value on assets acquired, including, but not limited to, inventory or operating lease assets.
Additionally, the Company will further recognize adjustments from Adjusted EBITDA for other costs, gains and losses that are considered
significant, non-recurring, or otherwise not supporting the continuing operations and revenue generating activity of the segment or Company,
including but not limited to, exit and disposal activities (See Note 4 - Exit and Disposal Costs in the Notes to the Consolidated
Financial Statements, included elsewhere in this Annual Report for further detail), or incremental costs associated with strategic transactions,
restructuring and optimization initiatives such as the acquisition or divestiture of a business, related integration or separation costs,
or the development and implementation of strategies to optimize or restructure the Company and its operations. Adjusted EBITDA margin
is calculated as Adjusted EBITDA as a percentage of reported net sales for the respective period and segment.

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The following
is a reconciliation of net income (loss) from continuing operations to Adjusted EBITDA and Adjusted EBITDA margin and its segments for
the year ended September 30, 2024, 2023 and 2022:

    (in millions, except %)
    2024
    2023
    2022

    Net income (loss) from continuing operations
    $ 86.4
    $ (233.7 )
    $ (77.0 )

    Income tax expense (benefit)
      60.3
      (56.5 )
      (13.3 )

    Interest expense
      51.8
      116.2
      99.4

     Depreciation
      42.9
      48.9
      49.0

    Amortization
      33.4
      42.3
      50.3

    Share based compensation
      12.9
      17.2
      10.2

    Non-cash impairment charges
      48.6
      242.6
      -

    Non-cash purchase accounting adjustments
     1.1
     1.9
     8.3

    (Gain) loss from early extinguishment of debt
     (2.6 )
     2.9
     -

    Exit and disposal activities
      0.9
      7.8
      9.8

    HHI separation costs1
      3.0
      8.4
      6.3

    HPC separation initiatives1
      8.5
      4.2
      19.1

    Global ERP transformation1
      11.2
      11.4
      13.1

    Tristar Business acquisition and integration1
      -
      7.0
      18.6

    Rejuvenate integration1
      -
      -
      6.8

    Armitage integration1
      -
      -
      1.4

    Omega integration1
      -
      -
      4.6

    Coevorden operations divestiture1
      -
      2.7
      8.8

    Russia closing initiatives1
      -
      3.2
      1.9

    GPC distribution center transition1
      -
      -
      35.8

    Global productivity improvement program1
      -
      -
      5.1

    HPC product recall2
      6.6
      7.7
      5.5

    Gain from remeasurement of contingent consideration3
      -
      (1.5 )
      (28.5 )

    Representation and warranty insurance proceeds4
      (65.0 )
      -
      -

    Litigation costs5
      2.2
      3.0
      1.5

    HPC inventory disposal6
      -
      20.6
      -

    Other project costs and adjustments7
      0.8
      18.8
      10.2

    Adjusted EBITDA
    $ 303.0
    $ 275.1
    $ 246.9

    Net Sales
    $ 2,190.2
    $ 2,918.8
    $ 3,132.5

    Net income from continuing operations margin
      3.9%
      -8.0%
      -2.5%

    Adjusted EBITDA margin
      13.8%
      9.4%
      7.9%

1
Incremental costs associated with strategic transactions, restructuring and optimization initiatives, including, but not limited
to, the acquisition or divestiture of a business, related integration or separation costs, or the development and implementation of strategies
to optimize or restructure operations. Refer to Strategic Transactions, Restructuring and Optimization Initiatives discussion within
the Business Overview section for further detail.

2
Incremental net costs from product recalls with the HPC segment. See Note 21 - Commitments and Contingencies in the Notes
to the Consolidated Financial Statements, included elsewhere in this Annual Report for further detail.

3
Non-cash gain from the remeasurement of a contingent consideration liability associated with the Tristar Business acquisition.

4
Gain from insurance policies associated with the Tristar Business acquisition. See Note 21 - Commitment and Contingencies
to the Notes to the Consolidated Financial Statements, included elsewhere in this Annual Report for further detail.

5
Litigation costs primarily associated with the Tristar Business acquisition. See Note 21 Commitment and Contingencies in
the Notes to the Consolidated Financial Statements, included elsewhere in this Annual Report for further detail.

6
Non-cash write-off from voluntary disposal of inventory. See Note 9 - Inventory in the Notes to the Consolidated Financial
Statements, included elsewhere in this Annual Reporting for further detail.

7
Other adjustments is attributable to (1) other project costs associated with strategic transaction, restructuring and optimization
initiatives, refer to Strategic Transactions, Restructuring and Optimization Initiatives discussion within the Business Overview section
for further detail, (2) key executive severance and other one-time compensatory costs, (3) non-recurring insurable losses, net insurance
proceeds, and (4) impact from the early settlement of foreign currency cash flow hedges during September 30, 2023 and 2022.

*        *        *

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Please feel free to contact Jeremy W. Smeltser,
Chief Financial Officer, at (608) 278-6414 or Ehsan Zargar, General Counsel & Corporate Secretary at (608) 275-4924 should you have
any further questions regarding this matter.

  Sincerely,

  /s/ Jeremy W. Smeltser

  Jeremy W. Smeltser

  Chief Financial Officer

  Spectrum Brands Holdings, Inc.

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