UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended April 1, 2018

☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to

\

Commission File No.	Name of Registrant, State of Incorporation, Address of Principal Offices, and Telephone No.	IRS Employer Identification No.
001-34757	Spectrum Brands Holdings, Inc. (a Delaware corporation) 3001 Deming Way Middleton, WI 53562 (608) 275-3340 www.spectrumbrands.com	27-2166630
333-192634-03	SB/RH Holdings, LLC (a Delaware limited liability company) 3001 Deming Way Middleton, WI 53562 (608) 275-3340	27-2812840

Indicate by check mark whether the registrants (1) have filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.


Spectrum Brands Holdings, Inc.	Yes	☒	No	☐
SB/RH Holdings, LLC	Yes	☒	No	☐

Indicate by check mark whether the registrants have submitted electronically and posted on their corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).


Spectrum Brands Holdings, Inc.	Yes	☒	No	☐
SB/RH Holdings, LLC	Yes	☒	No	☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):


Registrant	Large Accelerated Filer	Accelerated filer	Non-accelerated filer	Smaller reporting company
Spectrum Brands Holdings, Inc.	X
SB/RH Holdings, LLC			X

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).


Spectrum Brands Holdings, Inc.	Yes	☐	No	☒
SB/RH Holdings, LLC	Yes	☐	No	☒

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1993 (§232.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter


Spectrum Brands Holdings, Inc.	Yes	☐	No	☒
SB/RH Holdings, LLC	Yes	☐	No	☒

If an emerging growth company, indicate by checkmark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.


	Spectrum Brands Holdings, Inc.		☐
	SB/RH Holdings, LLC		☐

As of May 1, 2018, there were outstanding 55,352,755 shares of Spectrum Brands Holdings, Inc.’s common stock, par value $0.01 per share.

SB/RH Holdings, LLC meets the conditions set forth in General Instruction H(1)(a) and (b) of Form 10-Q and is therefore filing this report with a reduced disclosure format as permitted by general instruction H(2).

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Forward-Looking Statements

We have made or implied certain forward-looking statements in this report. All statements, other than statements of historical facts included in this report, including the statements under “Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding our business strategy, future operations, financial condition, estimated revenues, projected costs, projected synergies, prospects, plans and objectives of management, as well as information concerning expected actions of third parties, are forward-looking statements. When used in this report, the words anticipate, intend, plan, estimate, believe, expect, project, could, will, should, may and similar expressions are also intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words.

Since these forward-looking statements are based upon our current expectations of future events and projections and are subject to a number of risks and uncertainties, many of which are beyond our control and some of which may change rapidly, actual results or outcomes may differ materially from those expressed or implied herein, and you should not place undue reliance on these statements. Important factors that could cause our actual results to differ materially from those expressed or implied herein include, without limitation:

the impact of our indebtedness on our business, financial condition and results of operations;

the impact of restrictions in our debt instruments on our ability to operate our business, finance our capital needs or pursue or expand business strategies;

any failure to comply with financial covenants and other provisions and restrictions of our debt instruments;

the impact of actions taken by significant stockholders;

the impact of fluctuations in commodity prices, costs or availability of raw materials or terms and conditions available from suppliers, including suppliers’ willingness to advance credit;

interest rate and exchange rate fluctuations;

the loss of, significant reduction in, or dependence upon, sales to any significant retail customer(s);

competitive promotional activity or spending by competitors, or price reductions by competitors;

the introduction of new product features or technological developments by competitors and/or the development of new competitors or competitive brands;

the effects of general economic conditions, including inflation, recession or fears of a recession, depression or fears of a depression, labor costs and stock market volatility or changes in trade, monetary or fiscal policies in the countries where we do business;

changes in consumer spending preferences and demand for our products;

our ability to develop and successfully introduce new products, protect our intellectual property and avoid infringing the intellectual property of third parties;

our ability to successfully implement, achieve and sustain manufacturing and distribution cost efficiencies and improvements, and fully realize anticipated cost savings;

the seasonal nature of sales of certain of our products;

the effects of climate change and unusual weather activity;

the cost and effect of unanticipated legal, tax or regulatory proceedings or new laws or regulations (including environmental, public health and consumer protection regulations);

public perception regarding the safety of products, that we manufacture or sell, including the potential for environmental liabilities, product liability claims, litigation and other claims related to products manufactured by us and third parties;

the impact of pending or threatened litigation;

the impact of cybersecurity breaches or our actual or perceived failure to protect company and personal data;

changes in accounting policies applicable to our business;

our ability to utilize our net operating loss carry-forwards to offset tax liabilities from future taxable income;

government regulations;

the impact of expenses resulting from the implementation of new business strategies, divestitures or current and proposed restructuring activities;

our inability to successfully integrate and operate new acquisitions at the level of financial performance anticipated;

the unanticipated loss of key members of senior management;

the effects of political or economic conditions, terrorist attacks, acts of war or other unrest in international markets;

the special committee’s exploration of strategic alternatives and the terms of any strategic transaction, if any;

the Company’s ability to consummate the announced sale of our Global Battery and Lighting business on the expected terms and within the anticipated time period, or at all, which is dependent on the parties’ ability to satisfy certain closing conditions, including receipt of regulatory approvals, and our ability to realize the expected benefits of such transaction and to successfully separate such business;

the outcome of the Company’s exploration of strategic options for its Personal Care and Small Appliances businesses, including uncertainty regarding consummation of any such transaction or transactions and the terms of such transaction or transactions, if any, and, if consummate, the Company’s ability to realize the expected benefits of such transaction or transactions and potential disruption to our business or diverted management attention as a result of the exploration or negotiation of such transaction or transactions;

the Company’s ability to consummate the announced merger with HRG Group, Inc. on the disclosed terms and within the anticipated time period, or at all, which is dependent on the parties ability to satisfy certain closing conditions, including favorable votes from the required percentages of shareholders of HRG Group, Inc. and the Company’s shareholders, and our ability to realize the expected benefits of such transaction;

the transition to a new chief executive officer and such officer’s ability to determine and implement changes at the Company to improve the Company’s business and financial performance; and

the Company’s ability to implement a successful restructuring of the leadership of the Global Auto Care business unit with the Pet, Home & Garden business unit to form a separate Consumer Products group, and to realize the synergies and business and financial benefits anticipated from such restructuring.

Some of the above-mentioned factors are described in further detail in the sections entitled “Risk Factors” in our annual and quarterly reports (including this report), as applicable. You should assume the information appearing in this report is accurate only as of the end of the period covered by this report, or as otherwise specified, as our business, financial condition, results of operations and prospects may have changed since that date. Except as required by applicable law, including the securities laws of the United States (“U.S.”) and the rules and regulations of the United States Securities and Exchange Commission (“SEC”), we undertake no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise, to reflect actual results or changes in factors or assumptions affecting such forward-looking statements.

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SPECTRUM BRANDS HOLDINGS, INC.

SB/RH HOLDINGS, LLC

TABLE OF CONTENTS

This report is a combined report of Spectrum Brands Holdings, Inc. and SB/RH Holdings, LLC. The combined notes to the condensed consolidated financial statements include notes representing Spectrum Brands Holdings, Inc. and SB/RH Holdings, LLC and certain notes related specifically to SB/RH Holdings, LLC.


PART I	FINANCIAL INFORMATION	Page
Item 1.	Financial Statements	2
Spectrum Brands Holdings, Inc. Condensed Consolidated Financial Statements (Unaudited)
	Condensed Consolidated Statements of Financial Position as of April 1, 2018 and September 30, 2017	2
	Condensed Consolidated Statements of Income for the three and six month periods ended April 1, 2018 and April 2, 2017	3
	Condensed Consolidated Statements of Comprehensive Income for the three and six month periods ended April 1, 2018 and April 2 2017	3
	Condensed Consolidated Statements of Cash Flows for the six month periods ended April 1, 2018 and April 2, 2017	4
SB/RH Holdings, LLC Condensed Consolidated Financial Statements (Unaudited)
	Condensed Consolidated Statements of Financial Position as of April 1, 2018 and September 30, 2017	5
	Condensed Consolidated Statements of Income for the three and six month periods ended April 1, 2018 and April 2, 2017	6
	Condensed Consolidated Statements of Comprehensive Income for the three and six month periods ended April 1, 2018 and April 2, 2017	6
	Condensed Consolidated Statements of Cash Flows for the six month periods ended April 1, 2018 and April 2, 2017	7
Spectrum Brands Holdings, Inc. and SB/RH Holdings, LLC Combined (Unaudited)
	Combined Notes to Condensed Consolidated Financial Statements	8
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	32
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	45
Item 4.	Controls and Procedures	46
PART II	OTHER INFORMATION
Item 1.	Legal Proceedings	47
Item 1A.	Risk Factors	47
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	49
Item 5.	Other Information	49
Item 6.	Exhibits	49
Signatures		50

Table of Contents

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

SPECTRUM BRANDS HOLDINGS, INC.

Condensed Consolidated Statements of Financial Position

As of April 1, 2018 and September 30, 2017

(unaudited)



(in millions)	April 1, 2018		September 30, 2017
Assets
Cash and cash equivalents	$	135.2	$	168.2
Trade receivables, net		337.6		266.0
Other receivables		24.6		19.4
Inventories		610.5		496.3
Prepaid expenses and other current assets		58.7		54.2
Current assets of business held for sale		1,976.0		603.0
Total current assets		3,142.6		1,607.1
Property, plant and equipment, net		503.9		503.1
Deferred charges and other		60.6		43.5
Goodwill		2,280.2		2,277.1
Intangible assets, net		1,589.5		1,612.0
Noncurrent assets of business held for sale		—		1,376.9
Total assets	$	7,576.8	$	7,419.7
Liabilities and Shareholders' Equity
Current portion of long-term debt	$	20.3	$	19.4
Accounts payable		359.6		371.6
Accrued wages and salaries		33.6		49.9
Accrued interest		47.5		48.5
Other current liabilities		119.6		123.4
Current liabilities of business held for sale		558.6		500.6
Total current liabilities		1,139.2		1,113.4
Long-term debt, net of current portion		4,314.4		3,752.3
Deferred income taxes		285.8		493.2
Other long-term liabilities		131.9		58.0
Noncurrent liabilities of business held for sale		—		156.1
Total liabilities		5,871.3		5,573.0
Commitments and contingencies (Note 17)
Shareholders' equity
Common Stock		0.6		0.6
Additional paid-in capital		2,113.1		2,145.3
Accumulated earnings		375.3		262.3
Accumulated other comprehensive loss, net of tax		(198.1)		(209.6)
Treasury stock, at cost		(595.7)		(360.7)
Total shareholders' equity		1,695.2		1,837.9
Noncontrolling interest		10.3		8.8
Total equity		1,705.5		1,846.7
Total liabilities and equity	$	7,576.8	$	7,419.7

See accompanying notes to the condensed consolidated financial statements

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SPECTRUM BRANDS HOLDINGS, INC.

Condensed Consolidated Statements of Income

For the three and six month periods ended April 1, 2018 and April 2, 2017

(unaudited)


	Three Month Periods Ended				Six Month Periods Ended
(in millions, except per share)	April 1, 2018		April 2, 2017		April 1, 2018		April 2, 2017
Net sales	$	766.1	$	756.5	$	1,412.6	$	1,358.7
Cost of goods sold		494.8		445.6		898.6		807.7
Restructuring and related charges		3.1		4.1		5.0		5.2
Gross profit		268.2		306.8		509.0		545.8
Selling		126.6		119.3		239.9		225.9
General and administrative		66.7		68.4		129.5		128.5
Research and development		7.2		7.0		14.2		13.6
Acquisition and integration related charges		4.5		3.2		9.7		6.5
Restructuring and related charges		20.0		3.8		38.6		5.0
Total operating expenses		225.0		201.7		431.9		379.5
Operating income		43.2		105.1		77.1		166.3
Interest expense		42.1		38.8		80.6		81.9
Other non-operating expense, net		1.4		2.0		2.7		0.9
(Loss) Income from continuing operations before income taxes		(0.3)		64.3		(6.2)		83.5
Income tax (benefit) expense		(1.1)		24.4		(127.2)		31.1
Net income from continuing operations		0.8		39.9		121.0		52.4
Income from discontinued operations, net of tax		0.7		18.7		41.6		71.5
Net income		1.5		58.6		162.6		123.9
Net income (loss) attributable to non-controlling interest		0.1		(0.2)		1.0		(0.2)
Net income attributable to controlling interest	$	1.4	$	58.8	$	161.6	$	124.1
Amounts attributable to controlling interest
Net income from continuing operations attributable to controlling interest	$	0.8	$	39.9	$	120.2	$	52.4
Net Income from discontinued operations attributable to controlling interest		0.6		18.9		41.4		71.7
Net Income attributable to controlling interest	$	1.4	$	58.8	$	161.6	$	124.1
Earnings Per Share
Basic earnings per share from continuing operations	$	0.02	$	0.68	$	2.09	$	0.89
Basic earnings per share from discontinued operations		0.01		0.32		0.72		1.21
Basic earnings per share	$	0.03	$	1.00	$	2.81	$	2.10
Diluted earnings per share from continuing operations	$	0.02	$	0.68	$	2.09	$	0.88
Diluted earnings per share from discontinued operations		0.01		0.32		0.72		1.21
Diluted earnings per share	$	0.03	$	1.00	$	2.81	$	2.09
Dividends per share	$	0.42	$	0.42	$	0.85	$	0.80
Weighted Average Shares Outstanding
Basic		57.1		58.8		57.4		59.1
Diluted		57.2		59.0		57.4		59.3

See accompanying notes to the condensed consolidated financial statements

SPECTRUM BRANDS HOLDINGS, INC.

Condensed Consolidated Statements of Comprehensive Income

For the three and six month periods ended April 1, 2018 and April 2, 2017

(unaudited)


	Three Month Periods Ended				Six Month Periods Ended

(in millions)	April 1, 2018		April 2, 2017		April 1, 2018		April 2, 2017
Net income	$	1.5	$	58.6	$	162.6	$	123.9
Other comprehensive income (loss), net of tax:
Foreign currency translation gain (loss), net tax of $(3.4), $(0.4), $3.9 and $3.5, respectively		24.2		21.7		22.2		(24.4)
Unrealized (loss) gain on hedging activity, net tax of $3.7, $4.5, $3.7, and $(9.7), respectively		(11.6)		(9.7)		(9.8)		14.5
Defined benefit pension (loss) gain, net tax of $0.2, $0.1, $0.2 and $(1.1), respectively		(0.5)		(0.3)		(0.4)		3.0
Other comprehensive income (loss), net of tax		12.1		11.7		12.0		(6.9)
Comprehensive income		13.6		70.3		174.6		117.0
Comprehensive income (loss) attributable to non-controlling interest		0.3		0.1		0.5		(0.2)
Comprehensive income attributable to controlling interest	$	13.3	$	70.2	$	174.1	$	117.2

See accompanying notes to the condensed consolidated financial statements

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SPECTRUM BRANDS HOLDINGS, INC.

Condensed Consolidated Statements of Cash Flows

For the six month periods ended April 1, 2018 and April 2, 2017

(unaudited)



	Six Month Periods Ended
(in millions)	April 1, 2018		April 2, 2017
Cash flows from operating activities
Net income	$	162.6	$	123.9
Income from discontinued operations, net of tax		41.6		71.5
Net income from continuing operations		121.0		52.4
Adjustments to reconcile net income to net cash from operating activities:
Depreciation and amortization		67.1		61.3
Share based compensation		0.4		19.5
Amortization of debt issuance costs		4.1		3.6
Write-off of unamortized discount and debt issuance costs		—		1.9
Purchase accounting inventory adjustment		0.8
Non-cash debt accretion		0.5		0.4
Pet safety recall inventory write-off		1.6		—
Deferred tax (benefit) expense		(151.6)		0.6
Net changes in operating assets and liabilities		(198.1)		(185.2)
Net cash used by operating activities from continuing operations		(154.2)		(45.5)
Net cash (used) provided by operating activities from discontinued operations		(48.5)		75.6
Net cash (used) provided by operating activities		(202.7)		30.1
Cash flows from investing activities
Purchases of property, plant and equipment		(34.2)		(37.1)
Proceeds from sales of property, plant and equipment		0.9		0.2
Other investing activities		—		(1.2)
Net cash used by investing activities from continuing operations		(33.3)		(38.1)
Net cash used by investing activities from discontinued operations		(14.2)		(13.6)
Net cash used by investing activities		(47.5)		(51.7)
Cash flows from financing activities
Proceeds from issuance of debt		573.2		211.5
Payment of debt		(37.8)		(145.8)
Payment of debt issuance costs		(0.3)		(2.7)
Payment of cash dividends		(48.5)		(47.3)
Treasury stock purchases		(258.0)		(103.1)
Share based tax withholding payments, net of proceeds upon vesting		(22.4)		(23.9)
Net cash provided (used) by financing activities from continuing operations		206.2		(111.3)
Net cash provided (used) by financing activities from discontinued operations		7.8		(1.2)
Net cash provided (used) by financing activities		214.0		(112.5)
Effect of exchange rate changes on cash and cash equivalents		3.2		(4.0)
Net change in cash and cash equivalents		(33.0)		(138.1)
Cash and cash equivalents, beginning of period		168.2		275.3
Cash and cash equivalents, end of period	$	135.2	$	137.2
Supplemental disclosure of cash flow information
Cash paid for interest	$	103.9	$	97.1
Cash paid for taxes	$	24.8	$	19.0
Non cash investing activities
Acquisition of property, plant and equipment through capital leases	$	4.3	$	122.2
Non cash financing activities
Issuance of shares through stock compensation plan	$	37.6	$	53.5

See accompanying notes to the condensed consolidated financial statements

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SB/RH HOLDINGS, LLC

Condensed Consolidated Statements of Financial Position

As of April 1, 2018 and September 30, 2017

(unaudited)



(in millions)	April 1, 2018		September 30, 2017
Assets
Cash and cash equivalents	$	135.2	$	168.2
Trade receivables, net		337.6		266.0
Other receivables		46.7		18.7
Inventories		610.5		496.3
Prepaid expenses and other current assets		58.7		54.2
Current assets of business held for sale		1,976.0		603.0
Total current assets		3,164.7		1,606.4
Property, plant and equipment, net		503.9		503.1
Deferred charges and other		50.9		28.4
Goodwill		2,280.2		2,277.1
Intangible assets, net		1,589.5		1,612.0
Noncurrent assets of business held for sale		—		1,376.9
Total assets	$	7,589.2	$	7,403.9
Liabilities and Shareholder's Equity
Current portion of long-term debt	$	20.3	$	19.4
Accounts payable		359.6		371.6
Accrued wages and salaries		33.6		49.9
Accrued interest		47.5		48.5
Other current liabilities		113.7		118.9
Current liabilities of business held for sale		558.6		500.6
Total current liabilities		1,133.3		1,108.9
Long-term debt, net of current portion		4,314.4		3,752.3
Deferred income taxes		286.7		493.2
Other long-term liabilities		131.9		58.0
Noncurrent liabilities of business held for sale		—		156.1
Total liabilities		5,866.3		5,568.5
Commitments and contingencies (Note 17)
Shareholder's equity
Other capital		2,070.7		2,079.0
Accumulated deficit		(160.0)		(42.8)
Accumulated other comprehensive loss, net of tax		(198.1)		(209.6)
Total shareholder's equity		1,712.6		1,826.6
Noncontrolling interest		10.3		8.8
Total equity		1,722.9		1,835.4
Total liabilities and equity	$	7,589.2	$	7,403.9

See accompanying notes to the condensed consolidated financial statements

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SB/RH HOLDINGS, LLC

Condensed Consolidated Statements of Income

For the three and six month periods ended April 1, 2018 and April 2, 2017

(unaudited)



	Three Month Periods Ended				Six Month Periods Ended
(in millions)	April 1, 2018		April 2, 2017		April 1, 2018		April 2, 2017
Net sales	$	766.1	$	756.5	$	1,412.6	$	1,358.7
Cost of goods sold		494.8		445.6		898.6		807.7
Restructuring and related charges		3.1		4.1		5.0		5.2
Gross profit		268.2		306.8		509.0		545.8
Selling		126.6		119.3		239.9		225.9
General and administrative		54.5		64.9		114.0		123.9
Research and development		7.2		7.0		14.2		13.6
Acquisition and integration related charges		4.5		3.2		9.7		6.5
Restructuring and related charges		20.0		3.8		38.6		5.0
Total operating expenses		212.8		198.2		416.4		374.9
Operating income		55.4		108.6		92.6		170.9
Interest expense		42.1		38.9		80.6		82.2
Other non-operating expense, net		1.4		2.0		2.7		0.9
Income from continuing operations before income taxes		11.9		67.7		9.3		87.8
Income tax (benefit) expense		(0.4)		25.6		(131.5)		33.5
Net income from continuing operations		12.3		42.1		140.8		54.3
Income from discontinued operations, net of tax		0.7		18.7		41.6		71.5
Net income		13.0		60.8		182.4		125.8
Net income (loss) attributable to non-controlling interest		0.1		(0.2)		1.0		(0.2)
Net income attributable to controlling interest	$	12.9	$	61.0	$	181.4	$	126.0
Amounts attributable to controlling interest
Net income from continuing operations attributable to controlling interest	$	12.3	$	42.1	$	140.0	$	54.3
Net Income from discontinued operations attributable to controlling interest		0.6		18.9		41.4		71.7
Net Income attributable to controlling interest	$	12.9	$	61.0	$	181.4	$	126.0

See accompanying notes to the condensed consolidated financial statements

SB/RH HOLDINGS, LLC

Condensed Consolidated Statements of Comprehensive Income

For the three month periods ended April 1, 2018 and April 2, 2017

(unaudited)


	Three Month Periods Ended				Six Month Periods Ended
(in millions)	April 1, 2018		April 2, 2017		April 1, 2018		April 2, 2017
Net income	$	13.0	$	60.8	$	182.4	$	125.8
Other comprehensive income (loss), net of tax:
Foreign currency translation gain (loss), net tax of $(3.4), $(0.4), $3.9 and $3.5, respectively		24.2		21.7		22.2		(24.4)
Unrealized (loss) gain on hedging activity, net tax of $3.7, $4.5, $3.7, and $(9.7), respectively		(11.6)		(9.7)		(9.8)		14.5
Defined benefit pension (loss) gain, net tax of $0.2, $0.1, $0.2 and $(1.1), respectively		(0.5)		(0.3)		(0.4)		3.0
Other comprehensive income (loss), net of tax		12.1		11.7		12.0		(6.9)
Comprehensive income		25.1		72.5		194.4		118.9
Comprehensive income (loss) attributable to non-controlling interest		0.3		0.1		0.5		(0.2)
Comprehensive income attributable to controlling interest	$	24.8	$	72.4	$	193.9	$	119.1

See accompanying notes to the condensed consolidated financial statements

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SB/RH HOLDINGS, LLC

Condensed Consolidated Statements of Cash Flows

For the six month periods ended April 1, 2018 and April 2, 2017

(in millions, unaudited)



	Six Month Periods Ended
(in millions)	April 1, 2018		April 2, 2017
Cash flows from operating activities
Net income	$	182.4	$	125.8
Income from discontinued operations, net of tax		41.6		71.5
Income from continuing operations		140.8		54.3
Adjustments to reconcile net income to net cash from operating activities:
Depreciation and amortization		67.1		61.3
Share based compensation		(0.5)		17.7
Amortization of debt issuance costs		4.1		3.6
Write-off of unamortized discount and debt issuance costs		—		1.9
Purchase accounting inventory adjustment		0.8		—
Non-cash debt accretion		0.5		0.4
Pet safety recall inventory write-off		1.6		—
Deferred tax (benefit) expense		(156.0)		3.0
Net changes in operating assets and liabilities		(242.9)		(205.1)
Net cash used by operating activities from continuing operations		(184.5)		(62.9)
Net cash (used) provided by operating activities from discontinued operations		(48.5)		75.6
Net cash (used) provided by operating activities		(233.0)		12.7
Cash flows from investing activities
Purchases of property, plant and equipment		(34.2)		(37.1)
Proceeds from sales of property, plant and equipment		0.9		0.2
Other investing activities		—		(1.2)
Net cash used by investing activities from continuing operations		(33.3)		(38.1)
Net cash used by investing activities from discontinued operations		(14.2)		(13.6)
Net cash used by investing activities		(47.5)		(51.7)
Cash flows from financing activities
Proceeds from issuance of debt		573.2		211.5
Payment of debt		(37.8)		(145.8)
Payment of debt issuance costs		(0.3)		(2.7)
Payment of cash dividends to parent		(298.6)		(152.5)
Net cash provided (used) by financing activities from continuing operations		236.5		(89.5)
Net cash provided (used) by financing activities from discontinued operations		7.8		(1.2)
Net cash provided (used) by financing activities		244.3		(90.7)
Effect of exchange rate changes on cash and cash equivalents		3.2		(4.0)
Net change in cash and cash equivalents		(33.0)		(133.7)
Cash and cash equivalents, beginning of period		168.2		270.8
Cash and cash equivalents, end of period	$	135.2	$	137.1
Supplemental disclosure of cash flow information
Cash paid for interest	$	103.9	$	97.1
Cash paid for taxes	$	24.8	$	19.0
Non cash investing activities
Acquisition of property, plant and equipment through capital leases	$	4.3	$	122.2

See accompanying notes to the condensed consolidated financial statements

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SPECTRUM BRANDS HOLDINGS, INC.
SB/RH HOLDINGS, LLC
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(in millions, unaudited)

This report is a combined report of Spectrum Brands Holdings, Inc. (“SBH”) and SB/RH Holdings, LLC (“SB/RH”) (collectively, the “Company”). The notes to the condensed consolidated financial statements that follow include both consolidated SBH and SB/RH notes, unless otherwise indicated below.

NOTE 1 - BASIS OF PRESENTATION AND DESCRIPTION OF BUSINESS

We are a diversified global branded consumer products company. The Company manufactures, markets and/or distributes its products in approximately 160 countries in the North America (“NA”), Europe, Middle East & Africa (“EMEA”), Latin America (“LATAM”) and Asia-Pacific (“APAC”) regions through a variety of trade channels, including retailers, wholesalers and distributors, original equipment manufacturers (“OEMs”), construction companies and hearing aid professionals. We enjoy strong name recognition in our regions under our various brands and patented technologies. Our diversified global branded consumer products have positions in several product categories and types. We manage the businesses in vertically integrated, product-focused segments: (i) Global Batteries & Appliances (“GBA”), (ii) Global Pet Supplies (“PET”), (iii) Home and Garden (“H&G”), (iv) Hardware & Home Improvement (“HHI”) and (v) Global Auto Care (“GAC”). Global and geographic strategic initiatives and financial objectives are determined at the corporate level. Each segment is responsible for implementing defined strategic initiatives and achieving certain financial objectives and has a president responsible for sales and marketing initiatives and the financial results for all product lines within that segment.

Effective December 29, 2017, the Company’s Board of Directors approved a plan to explore strategic alternatives, including a planned sale of the Company’s GBA segment. The Company expects a sale to be realized by December 31, 2018. As a result, the Company’s assets and liabilities associated with the GBA segment have been classified as held for sale in the accompanying Condensed Consolidated Balance Sheets and the respective operations of the GBA segment have been classified as discontinued operations in the accompanying Condensed Consolidated Statements of Income and Statements of Cash Flows; and reported separately for all periods presented as the disposition represents a strategic shift that will have a major effect on the Company’s operations and financial results. See Note 3 – Divestitures for more information on the assets and liabilities classified as held for sale and discontinued operations. See Note 18 - Segment Information for more information pertaining to segments of continuing operations. The following table summarizes the respective product types, brands, and regions for each of the segments of continuing operations:


Segment	Products	Brands	Regions
HHI	Hardware: Hinges, security hardware, screen and storm door products, garage door hardware, window hardware and floor protection. Security: Residential locksets and door hardware including knobs, levers, deadbolts, handlesets and electronics. Commercial doors, locks, and hardware. Plumbing: Kitchen, bath and shower faucets and plumbing products.	Hardware: National Hardware®, Stanley® and FANAL®. Security: Kwikset®, Weiser®, Baldwin®, EZSET® and Tell®. Plumbing: Pfister®.	NA EMEA LATAM APAC
PET	Companion Animal: Dog, cat and small animal food and treats; clean-up and training aid products and accessories; pet health and grooming products. Aquatics: Aquariums and aquatic health supplies.	Companion Animal: 8-in-1®, Dingo®, Nature's Miracle®, Wild Harvest®, Littermaid®, Jungle®, Excel®, FURminator®, IAMS®, Eukanuba®, Healthy-Hide®, DreamBone®, SmartBones®, GloFish®, ProSense®, Perfect Coat®, eCOTRITION®, Birdola® and Digest-eeze®. Aquatics: Tetra®, Marineland®, Whisper® and Instant Ocean®.	NA EMEA LATAM APAC
H&G	Controls: Outdoor insect and weed control solutions, animal repellents. Household: Household insecticides and pest controls. Repellents: Personal use pesticides and insect repellent products.	Controls: Spectracide®, Garden Safe®, Liquid Fence®, and EcoLogic®. Household: Hot Shot®, Black Flag®, Real Kill®, Ultra Kill®, The Ant Trap® (TAT), and Rid-a-Bug®. Repellents: Cutter® and Repel®.	NA LATAM
GAC	Appearance: Protectants, wipes, tire and wheel care products, glass cleaners, leather care products, air fresheners and washes. Performance: Automotive fuel and oil additives, and functional fluids. A/C Recharge: Do-it-yourself air conditioner recharge products, refrigerant and oil recharge kits, sealants and accessories.	Appearance: Armor All®. Performance: STP®. A/C Recharge: A/C PRO®.	NA EMEA LATAM APAC

The accompanying unaudited condensed consolidated financial statements have been prepared by the Company and its majority owned subsidiaries in accordance with accounting principles for interim financial information generally accepted in the United States and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all the information and notes necessary for a comprehensive presentation of financial position and results of operations. It is management’s opinion, however, that all material adjustments have been made which are necessary for a fair financial statement presentation. For further information, refer to the consolidated financial statements and notes included in the Company’s Annual Report on Form 10-K for the year ended September 30, 2017 which were retroactively adjusted due the recognition of discontinued operations for the GBA divestitures in a Form 8-K issued on March 30, 2018.

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NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES

Recently Issued Accounting Standards

In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers (Topic 606), which supersedes the revenue recognition requirements in ASC 605, Revenue Recognition. This ASU requires revenue recognition to depict the transfer of goods and services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The new revenue recognition model requires identifying the contract and performance obligations, determining the transaction price, allocating the transaction price to performance obligations and recognizing the revenue upon satisfaction of performance obligations. This ASU also requires additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments, and assets recognized from costs incurred to obtain or fulfill a contract. This ASU can be applied either retrospectively to each prior reporting period presented or retrospectively with the cumulative effect of initially applying the updates recognized at the date of the initial application along with additional disclosures. The ASU will become effective for us beginning in the first quarter of our fiscal year ending September 30, 2019. We have performed a preliminary assessment over the impact of the pronouncement to the Company and are currently performing detailed assessments over the contracts with our customers and the impact to our processes and control environment. We have not measured the impact of adoption at this point in our assessment and have not concluded on the overall materiality of the impact of adoption to the Company’s consolidated financial statements and disclosures, or the method of adoption, but have not identified any matters that are considered significant for further disclosure.

In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842), which supersedes the lease requirements in ASC 840, Leases. This ASU requires lessees to recognize lease assets and liabilities on the balance sheet, as well as disclosing key information about leasing arrangements. Although the new ASU requires both operating and finance leases to be disclosed on the balance sheet, a distinction between the two types still exists as the economics of leases can vary. The ASU can be applied using a modified retrospective approach, with a number of optional practical expedients relating to the identification and classification of leases that commenced before the effective date, along with the ability to use hindsight in the evaluation of lease decisions, that entities may elect to apply. As a result, the ASU will become effective for us beginning in the first quarter of our fiscal year ending September 30, 2020, with early adoption applicable. We have not measured the impact of adoption at this point in our assessment and have not concluded on the overall materiality of the impact of adoption to the Company’s consolidated financial statements, or determined the method and timing of adoption.

In August 2016, the FASB issued ASU No. 2016-15, Classification of Certain Cash Receipts and Cash Payments, which addresses diversity in practice with the classification and presentation of certain cash receipts and cash payments in the statement of cash flows. The amendments in this update address the classification within the statement of cash flow for debt prepayment or debt extinguishment costs, settlement of zero-coupon debt instruments, contingent payments made after a business combination, proceeds from the settlement of insurance claims and corporate-owned life insurance policies, distributions received from equity method investees, and beneficial interests in securitization transactions, among other separately identifiable cash flows when applying the predominance principle. The ASU is applied on a retrospective basis, and will become effective for us beginning in the first quarter of our fiscal year ending September 30, 2019; with early adoption available. We are currently assessing the impact this pronouncement will have on the consolidated financial statements of the Company and have not yet concluded on the materiality or timing of adoption.

In November 2016, the FASB issued ASU No. 2016-18, Restricted Cash, which addresses diversity in practice with the classification and presentation of restricted cash in the statement of cash flow, classifying transfers between cash and restricted cash as operating, investing, or financing activities, or as a combination of those activities, in the statement of cash flows. The amendment requires the statement of cash flows to explain the change during the period in total cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents; and include with cash and cash equivalents when reconciling the beginning-of-period and end-of-period amounts shown on the statement of cash flows. The ASU is applied on a retrospective basis, and will become effective for us beginning in the first quarter of our fiscal year ending September 30, 2019; with early adoption available. We are currently assessing the impact this pronouncement will have on the consolidated financial statements of the Company and have not yet concluded on the materiality or timing of adoption.

In March 2017, the FASB issued ASU No. 2017-07, Compensation – Retirement Benefits (Topic 715): Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost, which requires an employer to disaggregate the service cost component from the other components of net periodic pension costs within the statement of income. The amendment provides guidance requiring the service cost component to be recognized consistent with other compensation costs arising from service rendered by employees during the period, and all other components to be recognized separately outside of the subtotal of income from operations. The ASU is applied on a retrospective basis, and will become effective for us in the first quarter of the year ending September 30, 2019; with early adoption available. We are currently assessing the impact this pronouncement will have on the consolidated financial statements of the Company and have not yet concluded on the materiality of the adoption.

In August 2017, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2017-12, Derivatives and Hedging: Targeted Improvements to Accounting for Hedging Activities (Topic 815), which changes the designation and measurement guidance for qualifying hedging relationships and presentation of hedge results. The amendments in this update make certain targeted improvements to simplify the application of the hedge accounting guidance in current GAAP, better aligning the entity’s risk management activities and financial reporting for hedging relationships. The ASU can only be applied prospectively, and will become effective for us beginning in the first quarter of our fiscal year ending September 30, 2020; with early adoption available. We are currently assessing the impact this pronouncement will have on the consolidated financial statements of the Company and have not yet concluded on the materiality or timing of the adoption.

During the three month period ended December 31, 2017, the Company adopted SEC Staff Accounting Bulletin No. 118 to address the application of U.S. GAAP in situations when the registrant does not have the necessary information available, prepared, or analyzed (including computations) in reasonable detail to complete the accounting for the transition adjustment for certain income tax effects of the Tax Cuts and Jobs Act. See Note 16 – Income Taxes for additional discussion.

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NOTE 3 – DIVESTITURES

As previously discussed in Note 1 - Basis of Presentation and Nature of Operations, the GBA segment was classified as held for sale in the accompanying Condensed Consolidated Balance Sheets and as discontinued operations in the accompanying Condensed Consolidated Statements of Income. The following table summarizes the assets and liabilities of the GBA segment classified as held for sale as of April 1, 2018 and September 30, 2017.


(in millions)	April 1, 2018		September 30, 2017
Assets
Trade receivables, net	$	214.6	$	260.1
Other receivables		25.2		24.0
Inventories		324.7		279.2
Prepaid expenses and other current assets		41.9		39.7
Property, plant and equipment, net		198.1		196.8
Deferred charges and other		17.8		19.3
Goodwill		351.3		348.9
Intangible assets, net		802.4		811.9
Total assets of business held for sale	$	1,976.0	$	1,979.9
Liabilities
Current portion of long-term debt		28.3		17.3
Accounts payable		250.8		355.9
Accrued wages and salaries		31.9		37.6
Other current liabilities		90.4		89.8
Long-term debt, net of current portion		52.6		51.7
Deferred income taxes		38.7		38.2
Other long-term liabilities		65.9		66.2
Total liabilities of business held for sale	$	558.6	$	656.7

The following table summarizes the components of Income From Discontinued Operations in the accompanying Condensed Consolidated Statements of Operations for the three and six month periods ended April 1, 2018 and April 2, 2017.


	Three Month Periods Ended				Six Month Periods Ended
(in millions)	April 1, 2018		April 2, 2017		April 1, 2018		April 2, 2017
Net sales	$	427.9	$	413.5	$	1,031.1	$	1,023.0
Cost of goods sold		280.9		265.1		684.1		663.7
Gross profit		147.0		148.4		347.0		359.3
Operating expenses		134.3		109.4		266.1		230.5
Operating income		12.7		39.0		80.9		128.8
Interest expense		12.4		11.8		26.1		24.5
Other non-operating expense (income), net		0.1		(0.1)		0.4		(0.2)
Income from discontinued operations before income taxes		0.2		27.3		54.4		104.5
Income tax (benefit) expense		(0.5)		8.6		12.8		33.0
Net income from discontinued operations		0.7		18.7		41.6		71.5
Net income (loss) from discontinued operations attributable to non-controlling interest		0.1		(0.2)		0.2		(0.2)
Net income from discontinued operations attributable to controlling interest	$	0.6	$	18.9	$	41.4	$	71.7

Interest expense consists of interest from debt directly held by subsidiaries of the business held for sale, including interest from capital leases, and interest on Term Loans required to be paid down using proceeds received on disposal on sale of a business within 365 days with the exception for funds used for capital expenditures and acquisitions. There has been no impairment loss recognized as the fair value or expected proceeds from the disposal of the businesses are anticipated to be in excess of the asset carrying values. During the three and six month periods ended April 1, 2018, the Company incurred transaction costs of $22.3 million and $25.1 million, respectively, associated with the divestiture and have been recognized as a component of Income From Discontinued Operations. Transaction costs are expensed as incurred and include fees for investment banking services, legal, accounting, due diligence, tax, valuation and various other services necessary to complete the transactions.

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NOTE 3 – DIVESTITURES (continued)

Energizer Holdings, Inc.

On January 15, 2018 the Company entered into a definitive Acquisition Agreement (“Agreement”) with Energizer Holdings, Inc. (“Energizer”) where Energizer will acquire from the Company its Global Battery and Lighting (“GBL”) business for an aggregate purchase price of $2.0 billion in cash, subject to customary purchase price adjustments.

The Agreement provides that Energizer will purchase the equity of certain subsidiaries of the Company, and acquire certain assets and assume certain liabilities of other subsidiaries used or held for the purpose of the GBL business.

In the Agreement, the Company and Energizer have made customary representations and warranties and have agreed to customary covenants relating to the acquisition. Among other things, prior to the consummation of the acquisition, the Company will be subject to certain business conduct restrictions with respect to its operation of the GBL business.

The Company and Energizer have agreed to indemnify each other for losses arising from certain breaches of the Agreement and for certain other matters. In particular, the Company has agreed to indemnify Energizer for certain liabilities relating to the assets retained by the Company, and Energizer has agreed to indemnify the Company for certain liabilities assumed by Energizer, in each case as described in the Agreement.

The Company and Energizer have agreed to enter into related agreements ancillary to the acquisition that will become effective upon the consummation of the acquisition, including a customary transition services agreement and reverse transition services agreement.

The consummation of the acquisition is subject to certain customary conditions, including, among other things, (i) the absence of a material adverse effect on GBL, (ii) the expiration or termination of required waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, (iii) the receipt of certain other antitrust approvals in certain specified foreign jurisdictions (the conditions contained in (ii) and (iii) together, the “Antitrust Conditions”), (iv) the accuracy of the representations and warranties of the parties generally subject to a customary material adverse effect standard (as described in the Agreement) or other customary materiality qualifications), (v) the absence of governmental restrictions on the consummation of the acquisition in certain jurisdictions, and (vi) material compliance by the parties with their respective covenants and agreements under the Agreement. The consummation of the transaction is not subject to any financing condition. On March 29, 2018, the Federal Trade Commission allowed the expiration of the 30-day Hart-Scott-Rodino waiting period, which in effect provides US regulatory approval of the sale. We are proceeding with other required international regulatory approvals and continue to expect the transaction to be consummated prior to December 31, 2018.

The Agreement also contains certain termination rights, including the right of either party to terminate the Agreement if the consummation of the acquisition has not occurred on or before July 15, 2019 (the “Termination Date”). Further, if the acquisition has not been consummated by the Termination Date and all conditions precedent to Energizer’s obligation to consummate the acquisition have otherwise been satisfied except for one or more of the Antitrust Conditions, then Energizer would be required to pay the Company a termination fee of $100 million.

The GBL business is a component of the GBA segment, which also includes shared operations and assets of the remaining components of the segment consisting of the Home and Personal Care (“HPC”) business. The Company is actively marketing the HPC business with interested parties for a separate transaction(s) expected to be entered into and consummated prior to December 31, 2018.

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NOTE 4 – ACQUISITIONS

HRG Merger

On February 24, 2018, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with its majority interest shareholder, HRG Group, Inc., a Delaware corporation (“HRG”), HRG SPV Sub I, Inc., a Delaware corporation and direct wholly owned subsidiary of HRG (“Merger Sub 1”), and HRG SPV Sub II, LLC, a Delaware limited liability company and a direct wholly owned subsidiary of HRG (“Merger Sub 2”, and together with Merger Sub 1, “Merger Sub”).

The Merger Agreement provides that, subject to the terms and conditions thereof, Merger Sub 1 will merge with and into the Company (the “First Merger”, and if the Second Merger Opt-Out Condition has occurred, the “Merger”), with the Company continuing as the surviving corporation (the “Surviving Corporation”) and a wholly owned subsidiary of HRG. Following the effective time of the First Merger (the “Effective Time”) but only if HRG or the Company (or both) do not receive and provide to the other, on the closing date but prior to the Effective Time, a tax opinion to the effect that, assuming the Second Merger does not occur, the Merger will qualify as a “reorganization” within the meaning of Section 368(a) of the Internal Revenue Code (the “Second Merger Opt-Out Condition”), the Surviving Corporation will merge with and into Merger Sub 2 (the “Second Merger”, and if the Second Merger Op-Out Condition has not occurred, together with the First Merger, the “Merger”), with Merger Sub 2 surviving as a wholly owned subsidiary of HRG.

Immediately prior to the Effective Time, the certificate of incorporation of HRG will be amended and restated (the “Amended HRG Charter”, a form of which is attached as an exhibit to the Merger Agreement, a copy of which is filed herewith as Exhibit 2.2), pursuant to which, among other things, at or as soon as practicable following the Effective Time, the corporate name of HRG will change to “Spectrum Brands Holdings, Inc.”, and each issued and outstanding share of common stock, par value $0.01 per share, of HRG (“HRG Common Stock”) will, by means of a reverse stock split (the “Reverse Split”), be combined into a fraction of a share of HRG Common Stock equal to (i) the number of shares of common stock, par value $0.01 per share, of the Company (“Company Common Stock”) held by HRG and its subsidiaries as of immediately prior to the Effective Time, adjusted for HRG’s net indebtedness as of closing, certain transaction expenses of HRG that are unpaid as of closing and a $200.0 million upward adjustment, divided by (ii) as of immediately prior to the Reverse Split, the number of outstanding shares of HRG Common Stock on a fully-diluted basis.

At the Effective Time, by virtue of the Merger each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than shares held in the treasury of the Company or owned or held, directly or indirectly, by HRG or any wholly owned subsidiary of the Company or HRG, which shall be cancelled and no consideration will be paid with respect thereto) will be converted into the right to receive one share of newly issued HRG Common Stock (and the issuance of HRG Common Stock in the Merger, the “Share Issuance”). No HRG Common Stock will be issued in the Merger in violation of the Amended HRG Charter, including if as a result of such issuance a person would become a holder of more than 4.9% of Corporation Securities (as defined in the Amended HRG Charter). Any shares of HRG Common Stock that would be issuable to a Company stockholder but for the operation of the Merger Agreement and the provisions of Article XIII of the Amended HRG Charter shall instead be treated as Excess Securities (as defined in the Amended HRG Charter) and be delivered to one or more 501(c)(3) charitable organizations or escheated to the state of residence, incorporation or formation (as applicable) of the relevant Company stockholder.

At the Effective Time, pursuant to the Merger Agreement, each restricted stock award, restricted stock unit and performance stock unit granted under an equity plan of the Company, whether vested or unvested (collectively, the “Company Equity Awards”), that is outstanding immediately prior to the Effective Time, will be assumed by HRG and will be automatically converted, by virtue of the Merger, into a corresponding equity-based award in HRG (each a “New HRG Equity Award”) with the right to hold or acquire shares of HRG Common Stock equal to the number of shares of Company Common Stock previously underlying such Company Equity Award. Each New HRG Equity Award will be subject to the same terms and conditions as the corresponding Company Equity Award. At the effective time, pursuant to the Merger Agreement, HRG will assume all rights and obligations in respect of each equity-based plan of the Company.

Prior to the closing of the Merger, each stock option, warrant and restricted stock award granted under an equity-based plan of HRG that is outstanding and unvested immediately prior to the closing will become fully vested and each stock option and warrant (the “HRG Exercisable Awards”) will become exercisable. Each HRG Exercisable Award that is unexercised shall be adjusted (including to give effect to the Reverse Split) and shall remain outstanding, subject to the same terms and conditions as applied to the corresponding award as of immediately prior to the Effective Time. Immediately prior to the Reverse Split, pursuant to the Merger Agreement, each HRG restricted stock award shall become fully vested and be treated as a share of HRG Common Stock for purposes of the Reverse Split and the Merger.

The consummation of the Merger, the filing of the Amended HRG Charter and the Share Issuance are subject to the satisfaction or waiver of certain closing conditions, including, (i) the approval of Company stockholders (including the approval of the holders of a majority of the Company Common Stock not held by HRG, its affiliates and the executive officers of the Company, and the approval required under Section 12 of the Company’s certificate of incorporation in connection with a “Going-Private Transaction” (as defined therein)), (ii) the approval of HRG stockholders, (iii) the effectiveness of a registration statement on Form S-4 registering the HRG Common Stock to be issued in the Merger, (iv) the approval of the shares of HRG Common Stock to be issued in the Merger for listing on the NYSE, (v) the absence of any temporary restraining order, injunction or other judgment, order or decree issued by any governmental entity or other legal restraint or prohibition preventing the consummation of the Merger, (vi) the receipt of certain tax opinions by the Company and/or HRG that the Merger will qualify as a reorganization under the Internal Revenue Code, (vii) the accuracy of certain representations and warranties of the Company, Merger Sub and HRG contained in the Merger Agreement and the compliance by the parties with the covenants contained in the Merger Agreement, and (viii) other conditions specified in the Merger Agreement.

At the Effective Time of the Merger, the Board of Directors of the Company will be designated as the Board of Directors of HRG with an individual to be designated by Leucadia National Corporate (“Leucadia”) and the officers of the Company will become the officers of HRG. Further, HRG will operate under the name of Spectrum Brands Holdings, Inc. and the NYSE tick symbol of HRG Common Stock will be “SPB”.

The HRG Merger will be accounted for as an acquisition of a non-controlling interest under Accounting Standard Codification Topic 810-10 by the Company’s majority interest owner, HRG. The Company will obtain control of HRG, which will operate as Spectrum Brand Holdings, Inc. upon consummation of the Merger, and the on-going consolidated financial statements of the Company will be reflected as a wholly consolidated subsidiary.

During the three and six month periods ended April 1, 2018, the Company incurred costs of $11.6 million and $14.1 million, respectively, associated with the HRG Merger. During the three and six month periods ended April 2, 2017, the Company incurred costs of $2.6 million associated with the HRG Merger. The Company anticipates the HRG Merger to close prior to the end of the fiscal year ending September 30, 2018. Transaction costs associated with the HRG Merger are reported as General & Administrative Expenses on the Statement of Income of SBH.

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NOTE 4 – ACQUISITIONS (continued)

Voting Agreements

Concurrently with the execution and delivery of the Merger Agreement, HRG, which beneficially owns approximately 62% of the outstanding Company common stock, entered into a voting agreement with the Company (the “HRG Voting Agreement”). The HRG Voting Agreement requires that the HRG Stockholder vote its shares of Company common stock to approve and adopt the Merger Agreement and the transactions contemplated thereby and take certain other actions, including voting against any alternative acquisition proposal or other proposal which frustrate the purposes, or prevent, delay or otherwise adversely affect the consummation of the transactions contemplated by the Merger Agreement. The HRG Voting Agreement and the obligations thereunder terminate upon the termination of the Merger Agreement in accordance with its terms.

Rights Agreement

The board of directors of the Company (the “Board”) declared a dividend of one preferred share purchase right (a “Right”), payable on March 8, 2018 for each share of Company Common Stock outstanding on March 8, 2018 (the “Record Date”) to the stockholders of record on that date. In connection with the distribution of the Rights, the Company entered into a Rights Agreement (the “Rights Agreement”), dated as of February 24, 2018, between the Company and Computershare Trust Company, N.A., as Rights Agent. The Rights Agreement is intended to protect Company stockholder interests in connection with the Merger by preserving the value of the combined companies’ substantial net operating and capital loss carryforwards. Each Right entitles the registered holder to purchase from the Company one one-thousandth of a share of Series R Preferred Stock, par value $0.01 per share (the “Preferred Shares”), of the Company at a price of $462.00 per one one-thousandth of a Preferred Share represented by a Right (the “Purchase Price”), subject to adjustment. The Rights are attached to all Company Common Stock certificates and no separate certificates evidencing the Rights will be issued. As long as the Rights are attached to the Company Common Stock, the Company will issue one Right with each new Company Common Stock so that all such shares will have Rights attached. The Rights are not exercisable until the Distribution Date. The Rights will expire on the earlier of (i) close of business on the one-year anniversary of the date of the Rights Agreement and (ii) immediately prior to the Effective Time). The Rights Agreement may also be terminated, or the rights may be redeemed, prior to the scheduled expiration of the Rights Agreement under certain other circumstances. The Board may, in its sole and absolute discretion, determine that a Person is exempt from the Rights Agreement (an “Exempt Person”). Any Person will cease to be an Exempt Person if the Board makes a contrary determination with respect to such Person regardless of the reason therefor. In addition, the Board may, in its sole and absolute discretion, exempt any transaction from triggering the Rights Agreement. Until a Right is exercised, the holder thereof, as such, will have no rights as a stockholder of the Company in respect of such Right, including, without limitation, the right to vote or to receive dividends.

Acquisition & Integration Costs

The following summarizes acquisition and integration related charges, excluding costs associated with the HRG Merger previously discussed, for the three and six month periods ended April 1, 2018 and April 2, 2017:


	Three Month Periods Ended				Six Month Periods Ended
(in millions)	April 1, 2018		April 2, 2017		April 1, 2018		April 2, 2017
HHI Business	$	1.9	$	2.0	$	4.6	$	3.8
PetMatrix		2.1		—		3.7		—
Armored AutoGroup		0.4		0.6		0.6		1.9
Other		0.1		0.6		0.8		0.8
Total acquisition and integration related charges	$	4.5	$	3.2	$	9.7	$	6.5

Acquisition and integration costs include costs directly associated with the completion of the purchase of net assets or equity interest of a business such as a business combination, equity investment, joint venture or purchase of non-controlling interest. Included costs include transactions costs; advisory, legal, accounting, valuation, and other professional fees; and integration of acquired operations onto the Company’s shared service platform and termination of redundant positions and locations.

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NOTE 5 - RESTRUCTURING AND RELATED CHARGES

PET Rightsizing Initiative – During the second quarter of the year ended September 30, 2017, the Company implemented a rightsizing initiative within the PET segment to streamline certain operations and reduce operating costs. The initiative includes headcount reductions and the rightsizing of certain facilities. Total costs associated with this initiative are expected to be approximately $13 million, of which $12.2 million has been incurred to date. The balance is anticipated to be incurred through September 30, 2018.

HHI Distribution Center Consolidation – During the second quarter of the year ended September 30, 2017, the Company implemented an initiative within the HHI segment to consolidate certain operations and reduce operating costs. The initiative includes headcount reductions and the exit of certain facilities. Total costs associated with the initiative are expected to be approximately $67 million, of which $56.2 million has been incurred to date. The balance is anticipated to be incurred through September 30, 2018.

GAC Business Rationalization Initiatives – During the third quarter of the year ended September 30, 2016, the Company implemented a series of initiatives in the GAC segment to consolidate certain operations and reduce operating costs. These initiatives included headcount reductions and the exit of certain facilities. Total costs associated with these initiatives are expected to be approximately $41 million, of which $36.7 million has been incurred to date. The balance is anticipated to be incurred through September 30, 2018.

Other Restructuring Activities – The Company is entering or may enter into small, less significant initiatives and restructuring activities to reduce costs and improve margins throughout the organization. Individually these activities are not substantial, and occur over a shorter time period (less than 12 months).

The following summarizes restructuring and related charges for the three and six month periods ended April 1, 2018 and April 2, 2017:


	Three Month Periods Ended				Six Month Periods Ended
(in millions)	April 1, 2018		April 2, 2017		April 1, 2018		April 2, 2017
HHI distribution center consolidation	$	13.6	$	1.2	$	28.8	$	1.2
GAC business rationalization initiative		3.1		5.5		7.1		7.0
PET rightsizing initiative		3.3		0.6		4.0		0.6
Other restructuring activities		3.1		0.6		3.7		1.4
Total restructuring and related charges	$	23.1	$	7.9	$	43.6	$	10.2
Reported as:
Cost of goods sold	$	3.1	$	4.1	$	5.0	$	5.2
Operating expense		20.0		3.8		38.6		5.0

The following is a summary of restructuring and related charges for the three and six month periods ended April 1, 2018 and April 2, 2017 and cumulative costs for current restructuring initiatives as of April 1, 2018, by cost type:


	Termination		Other
(in millions)	Benefits		Costs		Total
For the three month period ended April 1, 2018	$	4.0	$	19.1	$	23.1
For the three month period ended April 2, 2017		1.2		6.7		7.9
For the six month period ended April 1, 2018		5.1		38.5		43.6
For the six month period ended April 2, 2017		2.1		8.1		10.2
Cumulative costs through April 1, 2018		16.1		93.0		109.1
Future costs to be incurred		0.4		18.8		19.2

Termination costs consist of involuntary employee termination benefits and severance pursuant to a one-time benefit arrangement recognized as part of a restructuring initiative. Other costs consist of non-termination type costs related to restructuring initiatives such as incremental costs to consolidate or close facilities, relocate employees, cost to retrain employees to use newly deployed assets or systems, lease termination costs, and redundant or incremental transitional operating costs and customer fines and penalties during transition, among others.

The following is a rollforward of the accrual related to all restructuring and related activities, included within Other Current Liabilities, by cost type for the three and six month periods ended April 1, 2018 and April 2, 2017.


	Termination		Other
(in millions)	Benefits		Costs		Total
Accrual balance at September 30, 2017	$	7.2	$	9.8	$	17.0
Provisions		3.5		1.5		5.0
Cash expenditures		(4.9)		(5.8)		(10.7)
Non-cash items		0.1		0.3		0.4
Accrual balance at April 1, 2018	$	5.9	$	5.8	$	11.7

The following summarizes restructuring and related charges by segment for the three and six month periods ended April 1, 2018 and April 2, 2017, cumulative costs incurred through April 1, 2018, and future expected costs to be incurred by segment:


(in millions)	PET		HHI		GAC			H&G	Corporate		Total
For the three month period ended April 1, 2018	$	3.8	$	13.6	$	3.1	$	0.2	$	2.4	$	23.1
For the three month period ended April 2, 2017		1.0		1.4		5.5		—		—		7.9
For the six month period ended April 1, 2018		4.4		28.8		7.2		0.2		3.0		43.6
For the six month period ended April 2, 2017		1.6		1.6		7.0		—		—		10.2
Cumulative costs through April 1, 2018		12.6		56.2		36.7		0.2		3.4		109.1
Future costs to be incurred		0.5		10.7		4.3		—		3.7		19.2

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NOTE 6 - RECEIVABLES AND CONCENTRATION OF CREDIT RISK

The allowance for uncollectible receivables as of April 1, 2018 and September 30, 2017 was $27.4 million and $23.5 million, respectively. The Company has a broad range of customers including many large retail outlet chains, three of which exceed 10% of consolidated Net Sales and/or Trade Receivables. These three customers represented 40% and 38% of net sales for the three and six month periods ended April 1, 2018 and 38% and 37% of net sales for the three and six month periods ended April 2, 2017; and 30% and 36% of Trade Receivables at April 1, 2018 and September 30, 2017, respectively.

NOTE 7 - INVENTORIES

Inventories consist of the following:



(in millions)	April 1, 2018		September 30, 2017
Raw materials	$	112.4	$	95.7
Work-in-process		48.1		35.5
Finished goods		450.0		365.1
	$	610.5	$	496.3

NOTE 8 – PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment consist of the following:


(in millions)	April 1, 2018		September 30, 2017
Land, buildings and improvements	$	153.9	$	145.7
Machinery, equipment and other		399.9		379.3
Capital leases		212.0		210.2
Construction in progress		43.8		40.4
Property, plant and equipment	$	809.6	$	775.6
Accumulated depreciation		(305.7)		(272.5)
Property, plant and equipment, net	$	503.9	$	503.1

Depreciation expense from property, plant and equipment for the three month periods ended April 1, 2018 and April 2, 2017 was $19.7 million and $16.2 million, respectively; and for the six month periods ended April 1, 2018 and April 2, 2017 was $37.7 million and $30.8 million, respectively.

NOTE 9 - GOODWILL AND INTANGIBLE ASSETS

Goodwill, by segment, consists of the following:



(in millions)	HHI		PET		H&G		GAC		Total
As of September 30, 2017		708.7		437.1		196.5		934.8		2,277.1
Foreign currency impact		(0.5)		3.2		—		0.4		3.1
As of April 1, 2018	$	708.2	$	440.3	$	196.5	$	935.2	$	2,280.2

Certain tradename intangible assets have an indefinite life and are not amortized. The balance of tradenames not subject to amortization was $1,029.0 million and $1,024.3 million as of April 1, 2018 and September 30, 2017, respectively. There was no impairment loss on indefinite-lived trade names for the three and six month periods ended April 1, 2018 and April 2, 2017. The carrying value and accumulated amortization for definite lived intangible assets subject to amortization are as follows:



	April 1, 2018						September 30, 2017
(in millions)	Gross Carrying Amount		Accumulated Amortization		Net		Gross Carrying Amount		Accumulated Amortization		Net
Customer relationships	$	675.1	$	(243.1)	$	432.0	$	671.7	$	(222.3)	$	449.4
Technology assets		194.7		(68.7)		126.0		194.6		(59.7)		134.9
Tradenames		5.5		(3.0)		2.5		18.5		(15.1)		3.4
Total	$	875.3	$	(314.8)	$	560.5	$	884.8	$	(297.1)	$	587.7

The range and weighted average useful lives for definite-lived intangible assets are as follows:


Asset Type	Range	Weighted Average
Customer relationships	2 - 20 years	17.9 years
Technology assets	6 - 18 years	11.4 years
Tradenames	5 - 13 years	6.2 years

Amortization expense from intangible assets for the three month periods ended April 1, 2018 and April 2, 2017 was $14.4 million and $15.1 million, respectively, and for the six month periods ended April 1, 2018 and April 2, 2017 was $29.4 million and $30.5 million, respectively. Excluding the impact of any future acquisitions or changes in foreign currency, the Company estimates annual amortization expense of intangible assets for the next five fiscal years will be as follows:


(in millions)	Amortization
2018	$	57.5
2019		57.4
2020		55.0
2021		49.7
2022		48.0

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NOTE 10 - DEBT

Debt for SBH and SB/RH consists of the following:


	April 1, 2018				September 30, 2017
(in millions)	Amount		Rate		Amount		Rate
Term Loan, variable rate, due June 23, 2022	$	1,237.9	3.9	%	$	1,244.2	3.4	%
CAD Term Loan, variable rate, due June 23, 2022		33.4	5.2	%		59.0	4.9	%
4.00% Notes, due October 1, 2026		522.8	4.0	%		500.9	4.0	%
5.75% Notes, due July 15, 2025		1,000.0	5.8	%		1,000.0	5.8	%
6.125% Notes, due December 15, 2024		250.0	6.1	%		250.0	6.1	%
6.625% Notes, due November 15, 2022		570.0	6.6	%		570.0	6.6	%
Revolver Facility, variable rate, expiring March 6, 2022		570.5	4.3	%

Spectrum Brands Holdings, Inc. 10-Q