ARMORED AUTOGROUP INC.
(Exact Name of Registrant as Specified in Its Charter)

Indicate by checkmark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o No ý

Indicate by checkmark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o No ý

Indicate by check whether the registrant: (1) has 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. Yes ý No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.05 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ý No o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ý

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):

Armored AutoGroup Intermediate Inc. owns 100% of the registrant's outstanding common stock and there is currently no established public trading market for such common stock. As a result, as of June 28, 2013, the aggregate market value of the registrant's voting and non-voting common equity held by non-affiliates of the registrant was $0.

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No ý

The aggregate number of shares of the registrant's common stock outstanding on March 3, 2014 was 1,000 shares of common stock $.01 par value.

Some of the statements contained in this Annual Report are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements are subject to risks and uncertainties, including, in particular, statements about our plans, strategies, prospects and industry estimates. These statements identify prospective information can generally be identified by the use of forward-looking terminology, including the terms "believes," "estimates," "anticipates," "expects," "seeks," "projects," "intends," "plans," "may," "will" or "should" or, in each case, their negative or other variations or comparable terminology. Examples of forward-looking statements include, but are not limited to, statements we make regarding: (i) our liquidity, including our belief that our existing cash, cash equivalents and anticipated revenues are sufficient to fund our existing operating expenses, capital expenditures and liquidity requirements for at least the next twelve months; (ii) our outlook and expectations including, without limitation, statements made regarding continued market expansion and penetration for our products and (iii) expected new product launch dates and market exclusivity periods. The foregoing is not an exclusive list of all forward-looking statements we make. Forward-looking statements are based on our current expectations and assumptions regarding our business, the economy and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict. Our actual results may differ materially from those contemplated by the forward-looking statements. They are neither statements of historical fact nor guarantees or assurances of future performance. The matters referred to in the forward-looking statements contained in this Annual Report may not in fact occur. We caution you therefore against relying on any of these forward-looking statements. Important factors that could cause actual results to differ materially from those in the forward-looking statements include regional, national or global political, economic, business, competitive, market and regulatory conditions and the following:

Any forward-looking statement made by us in this Annual Report speaks only as of the date on which it is made. Factors or events that could cause our actual results to differ may emerge from time to time, and it is not possible for us to predict all of them. We undertake no obligation to publicly update any forward-looking statement, whether as a result of new information, future developments or otherwise, except as may be required by law.

Armored AutoGroup Inc. (and together with its subsidiaries, the "Company," "Successor," "we" or "us") is a consumer products company consisting primarily of Armor All® and STP®, two of the most recognizable brands in the automotive aftermarket appearance products and performance chemicals categories, respectively. Armor All and STP were founded in 1962 and 1954, respectively. Both brands have leading category shares in the United States, with Armor All having a #1 value share of market in the appearance products category and STP a #3 value share of market in the performance chemicals category, in each case, based on sales volumes in U.S. dollars in the year ended December 31, 2013 as measured by NPD Group, Inc. and Nielsen Holdings, N.V. ("Nielsen"), our primary sources for U.S. third party industry data and forecasts. Armor All's current product line of protectants, wipes, tire and wheel care products, glass cleaners, leather care products, air fresheners and washes is designed to clean, shine, refresh and protect interior and exterior automobile surfaces. STP's offering of oil and fuel additives, functional fluids and automotive appearance products has a broad customer base ranging from professional racers to car enthusiasts and "Do-it-Yourselfers." Our brands offer multiple automotive appearance and performance chemicals that can be found in most of the major developed countries around the world. We have a diversified geographic footprint with direct operations in the United States, Canada, Mexico, Australia, the United Kingdom, and China and distributor relationships in approximately 50 countries.

Armor All is the most recognized automotive aftermarket appearance product brand in the United States with a comprehensive and competitively priced product line. Armor All's advertising campaigns, such as the "Go ahead. Stare," "Care for your car", "Armor All Way" and the new "A car is a privilege. Respect it." build on what we believe to be Armor All's strong brand equity established over its 50 year history to maintain a high level of consumer awareness. We further believe that Armor All has distinguished itself as the leader in the automotive aftermarket appearance products category based upon its household name, high quality product formulations, convenient application methods and tradition of innovation.

The STP brand has been characterized by a commitment to technology, performance and motor sports partnerships for over 50 years. Regular use of STP additives as part of basic maintenance helps engines run better by boosting the cleaning performance of gas and saving gas by keeping fuel systems clean. We believe the STP brand's fuel and oil additives, functional fluids and automotive appearance products benefit from a rich heritage in the car enthusiast and racing scenes.

On November 5, 2010, affiliates of Avista Capital Holdings, L.P. ("Avista") acquired the Armor All, STP and certain other brands from The Clorox Company ("Clorox") pursuant to the terms of a Purchase and Sale Agreement dated September 21, 2010 (the "Purchase and Sale Agreement") pursuant to which Armored Autogroup Inc. (formerly, Viking Acquisition Inc.) acquired certain equity interests, assets and liabilities of Clorox's AutoCare Products Business excluding the Prestone and YPF licensed brands (the "Acquisition"), which we refer to as "Global AutoCare" or "Predecessor," with respect to periods prior to the completion of the Acquisition. The majority of the acquired assets were in the United States, Australia, Canada and Europe, including the worldwide rights to distribute the leading Armor All and STP brands. Pursuant to the Purchase and Sale Agreement, upon the terms and subject to the conditions thereof we acquired from Clorox all of the outstanding equity interests in Clorox Europe Ltd., The Armor All / STP Products Company and STP Products Manufacturing Company. Additionally, certain assets and liabilities relating to Global AutoCare were transferred to the Company as part of the transaction; consisting of two auto care manufacturing facilities, one in the United States and one in the United Kingdom. Employees at these facilities, the existing auto care

business management team and other employees affiliated with Global AutoCare transferred to or remained with the business.

Following the Acquisition, we began to implement initiatives to grow the business. Specifically, we invested in increased television advertising, merchandising support and increased racing sponsorships. In 2012 and 2013 we continued these initiatives in an effort to generate incremental sales and awareness. We continue to focus on innovation and building a pipeline of new products. We continue to invest in the business to build upon what we believe are strong brand equity and category positions of Armor All and STP and create strong growth momentum.

The automotive aftermarket industry is generally defined as the manufacturing, distribution, sales and service of all automotive products other than the purchase of an automobile from a new car dealer, according to the Automotive Aftermarket Industry Association ("AAIA"). It includes hard parts such as brakes and tires, and consumables such as Armor All and STP.

With an estimated size of $240.0 billion in the United States, according to the AAIA Digital Aftermarket Factbook and Lang Annual, the automotive aftermarket provides consumers with access to automotive maintenance services and products through several categories. Consumers have the option of repairing or improving their vehicles themselves (known as the consumer or "Do it Yourself," or "DIY" market) or taking their vehicle to a professional service facility (the "Do it for Me," or "DIFM" market). The consumer market can be segmented further into casual users and car enthusiasts. Automotive aftermarket purchases are driven by car maintenance, beautification, performance enhancements and personalization. Based on our internal market research, the typical U.S. automotive aftermarket consumer is a 40-something male whose car has between 85,000 and 90,000 miles.

As a subcategory of the automotive aftermarket, the U.S. appearance products category serves retail consumers and the commercial car care and professional detailing channels. The appearance products category can be further classified into interior and exterior products, which include protectants, tire and wheel care, waxes/polishes, wipes, car wash and fabric conditioners. We believe sales of appearance products, such as Armor All, are correlated to new car purchases or "new to consumer" (e.g., used car purchases) because these car owners tend to be more dedicated to upkeep and beautification. Since purchasing a car, whether new or new to consumer, is generally the first or second most expensive purchase made by consumers, we believe auto appearance and performance are of high importance. As a result, we believe consumers exhibit strong brand loyalty by using products they trust. We believe that brand loyalty coupled with competitive price points for the average product discourages consumers from switching to private label products, which we believe explains the low level of private label penetration in this category. Countries outside the United States and Western Europe with a developing middle class and increasing automobile penetration (e.g., China), present attractive growth opportunities for appearance products.

The U.S. performance chemicals category for additives serves consumers who are interested in increasing the performance of their automobiles or performing their own mechanical-related maintenance. This category can be further classified into fuel additives, oil additives and functional fluids and other niche performance chemicals. Regular use of STP additives as part of basic maintenance helps clean deposits that build up from engine operation and helps engines run better and be more fuel efficient. STP fuel additives also help to maintain a clean fuel system and boost the cleaning performance of gasoline. Our oil additives products reduce metal-to-metal friction by providing

a thicker cushion between the moving engine parts, thus protecting against engine wear and reducing oil consumption. STP's functional fluids include brake and power steering fluids designed to prevent corrosion, wear and breakdown. We believe the need for fuel additives will increase, driven by our anticipation of a rising use of ethanol in fuel blends and our expectation of a growing prevalence of smaller engines. At the same time, lower fuel quality in many emerging markets is creating an acute need for fuel additives. These trends result in less clean combustion in engines and the need for more performance chemicals. Similar to the appearance products category, brand awareness and the consumer relationship with performance chemicals brands is strong, resulting in low private label penetration.

Armor All is the most recognized automotive aftermarket appearance product brand in the United States with a comprehensive product line. We believe that Armor All has distinguished itself as the leader in the automotive aftermarket appearance products category based upon its household name, high quality product formulations, convenient application methods and tradition of innovation. Armor All's current product line of protectants, wipes, tire and wheel care products, glass cleaners, leather care products, air fresheners and washes is designed to clean, shine, refresh and protect interior and exterior automobile surfaces.

systems clean. We believe the STP brand's fuel and oil additives, functional fluids and automotive appearance products benefit from a rich heritage in the car enthusiast and racing scenes.

We operate a broad distribution network, which includes big box auto, auto specialty retail, mass retailers, food and drug retailers, and convenience retailers. We utilize an experienced sales force dedicated to serving major clients globally. We also sell our products directly through brokers, distributors and licensees and via other methods.

We market our products in the United States through a number of channels and use a number of sales strategies. Our top three U.S. sales channels, mass merchandisers, auto retailers and dollar stores, account for a majority of total shipments in the United States. Sales personnel call directly on major accounts and have support teams for supply and marketing. Our small regional and convenience store customers are serviced by brokers and distributors.

We have significant penetration of our products into flagship retailers and our top seven largest customers represented approximately 66%, 69% and 65% of U.S. net sales for the years ended December 31, 2013, 2012 and 2011, respectively. Typically, these large retailers focus their efforts and shelf space on leading brands. We provide distinctive customer support through category advisory services (CAS), shopper and sales-based information used to improve assortment, shelving, pricing and merchandising strategies to maximize category sales. CAS, coupled with brand marketing efforts, help to create programs that allow customers to drive purchases by people already in-store and attract new category purchasers.

International distribution varies by region and is often executed on a country-by-country basis. A majority of our international sales are completed using distributors, except in Canada, Mexico, the United Kingdom and Australia, where the direct model is often used.

Armor All and STP are two of the most recognizable brands in the auto care appearance products and performance chemicals categories. Our marketing strategies have historically been targeted toward the auto enthusiast. In particular, we believe our sponsorships of local and national racing series and rally teams help gain the trust of these consumers. Armor All's brand awareness is aided by its advertising programs which capture a significant share of the advertising voice within the appearance products category. In contrast, STP received little marketing investment due to our prior owner's priorities in recent years.

We believe the DIY consumer is our greatest growth opportunity and represents the focus of our marketing strategies for Armor All and STP. We believe our growth and value are driven through the integration of marketing communication, pulse period merchandising, partnering with retailers with their promotional merchandising programs and linking auto care to other DIY behavior. Empowering DIY-prone consumers to use Armor All and STP products and promoting overall auto care represents significant market opportunities. We seek to combine marketing efforts for STP and Armor All wherever appropriate, leveraging the brand equity of both brands to expand audience and reach. Additionally, we are continuing to drive value through efficient innovation in aesthetics, packaging and positioning in new and existing segments.

We also reach customers through our distributors, providing print ads, point of sale, promotional materials and digital assets—all with the focus on reaching the DIY audience. Shelving is extremely important in the marketing of the product and in attracting consumers who are already in the store. Premium brands are typically found on the upper shelves, mid-tier brands at eye-level and value brands on the lower shelves. In smaller set sizes, only one brand representation per price tier is feasible; in appearance and fuel additives, Armor All and STP are the leading mid-tier brands, respectively, which insures distinction across a variety of set configurations. We believe this explains our success in gaining extensive distribution outside of the automotive channel with mass, food and drug retailers.

We are also very active in providing category management for our customers. By sharing our expertise for assortment, merchandising, pricing and shelving, we help the retailers grow their overall appearance and performance chemicals business. In addition to strengthening our overall retailer relationships, providing these services leads to clean and well-planned shelving, which favors key brands like Armor All and STP.

We rely upon a limited base of suppliers for some of the primary components and raw materials for our products. Our primary components and raw materials include resin based packaging, silicone and petroleum based products, which are manufactured from commodities that are subject to market price changes. The availability of these components and raw materials is affected by a variety of supply and demand factors, including global market trends, the cost of petroleum based products, plant capacity decisions and natural disasters. We expect these components and raw materials to continue to be readily available in the future. However, should any of our current third party suppliers be unable or

unwilling to fulfill its obligations to us, we believe that arrangements for alternative service providers could be made with minimal interruption or cost to our business.

We recognize the importance of innovation and renovation to our long-term success and are focused on and committed to research and new product development activities. Our product development team engages in consumer research, product development, current product improvement and testing activities, and also leverages our development capabilities by partnering with a network of outside resources, including our current and prospective outsource suppliers.

We have historically achieved our highest sales levels during the period from March to June. This pattern is largely reflective of our customers' seasonal purchasing patterns, as well as the timing of our promotional activities. Weather can also influence consumer behavior, especially for appearance products. Our products sell best during warm, dry weather, but perform less strongly if weather is cold and wet.

Manufacturing is heavily focused on mixing, filling, and packaging as ingredients are purchased in varied finished states. For Armor All, we manufacture in-house or purchase bottles and fill them with products made primarily from two silicone greases, which are blended with various other ingredients. For STP, we manufacture and purchase bottles and mix the core cleaning additives packages with jet fuel. Aerosols and wipes are co-packed.

We rely on two manufacturing facilities for our molding, filling, and packaging needs. The Painesville, Ohio facility is a 104,000 square foot facility situated on approximately six acres and is the supplier of Armor All and STP protectants, fuel and oil additives. The Wales, United Kingdom plant, consisting of a 50,000 square foot production unit and 30,000 square foot warehouse unit, satisfies manufacturing needs in Europe. Our major suppliers are located in the United States and Europe, relatively close to the respective plants.

Most of our brand name consumer products are protected by registered trademarks. As of December 31, 2013, we owned 1,058 trademark registrations and applications, and 76 domain name registrations, around the world, some of which are of material importance to our business. Maintenance of brand equity value is critical to our success. We take steps to maintain and protect our trademarks and pursue apparent infringements of our trademarks wherever we think the infringement could have a material adverse impact on our business. We have 65 patents and patent applications, some of which are material to our business. We are not currently engaged in any material intellectual property litigation, nor are there material intellectual property claims pending either by or against us.

On March 17, 2014, we acquired a non-controlling equity interest in IDQ Acquisition Corp. ("IDQ" or "IDQ Investment") and our sole shareholder, Armored AutoGroup Parent, Inc. and its subsidiary, AAG IDQ Acquisition Corporation, acquired a controlling equity interest in IDQ (collectively, the "IDQ Acquisition"). IDQ is a leading manufacturer of do-it-yourself air conditioner recharge and retrofit kits and related products for the automotive aftermarket. IDQ products are sold in over 25,000 retail stores principally in the United States under the brands A/C PRO, Arctic Freeze®, Sub Zero®, and Super Seal Stop Leak. Following the IDQ Acquisition, both the Company's and IDQ's

existing capital structures will remain in place. Our minority investment in IDQ did not result in IDQ becoming an obligor of our existing 9.25% senior notes due 2018 or any of our existing credit facilities and we did not become an obligor of IDQ's debt instruments. All required steps to complete the acquisition, including amending the Change of Control definition in IDQ's existing notes, have been completed. In connection with the IDQ Investment we entered into a Shared Services and Supply Agreement (the "Shared Services Agreement") with IDQ and our sole shareholder pursuant to which certain products and services will be provided on an arm's-length basis by one party to another with the purpose of utilizing the assets and operations of each company to increase sales and lower the combined costs for the mutual benefit of both IDQ and us.

The markets for auto care products are highly competitive. Most of our products compete with other widely advertised brands and with private label brands, which typically are sold at lower prices. We also encounter competition from similar and alternative products, many of which are produced and marketed by major multinational or national companies. Some of our competitors are larger and have greater financial resources than we do. Our products generally compete on the basis of product performance, brand recognition, price, value, quality or other benefits to consumers. Newly introduced consumer products (whether improved or newly developed) usually encounter intense competition requiring substantial expenditures for advertising, sales promotion and trade merchandising. If a product gains consumer acceptance, it normally requires continued advertising and promotional support and ongoing product improvement to maintain its relative market position.

For further details regarding the impact of government regulations on us, see Part I. Item 1A. Risk Factors—Risks related to our business—Compliance with environmental law and other government regulations could impose material costs and Risk factors—Risks related to our business—Operations outside the United States expose us to uncertain conditions and other risks in international markets.

We are subject to various federal, state and local environmental regulations. Compliance with applicable environmental regulations has not been material to our capital expenditures, financial condition, results of operations or competitive position. However, increased focus by the United States and overseas governmental authorities on environmental matters is likely to lead to new governmental initiatives, particularly in the area of climate change. To the extent that these initiatives cause an increase in our supplies or distribution costs, they may impact our business both directly and indirectly. Furthermore, climate change may exacerbate adverse weather conditions, which could adversely impact our operations or increase our costs in ways which we cannot predict at this time. For more information, see Part I. Item 1A. Risk factors—Compliance with environmental law and other government regulations could impose material costs.

As of December 31, 2013, we employed approximately 242 employees. None of our employees is covered by collective bargaining agreements. We consider our relationship with our employees to be good.

The following risk factors, among others, could cause our financial performance to differ significantly from the goals, plans, objectives, intentions and expectations expressed in this Annual Report on Form 10-K. If any of the following risks and uncertainties or other risks and uncertainties not currently known to us or not currently considered to be material actually occurs, our business, financial condition or operating results could be harmed substantially.

Our historical financial information may not be indicative of our future financial performance.

Demand for products sold by our customers depends on many factors including the weather, economy and rising energy prices.

All of these macroeconomic conditions could adversely affect our sales growth and margins and overhead which could adversely affect our financial condition and operations.

We cannot be sure that our operating results and cash flows will meet expectations. If our assumptions and estimates are incorrect or do not come to fruition, or if we do not achieve all of our key goals, then our actual performance could vary materially from our expectations. Our operating results and net earnings may be influenced by a number of factors, including the following:

In addition, sales volume growth, whether due to acquisitions or internal growth, can place burdens on management resources and financial controls that, in turn, can have a negative impact on operating results and net earnings. To some extent, we plan our expense levels in anticipation of future revenues. If actual revenues fall short of these expectations, operating results and net earnings are likely to be adversely affected.

Our quarterly results of operations are subject to fluctuations due to the seasonality of our business and other events.

Our business is moderately seasonal. Our sales in the Northern Hemisphere are typically higher in the first half of the calendar year as our customers purchase stock for the spring and summer seasons when weather is warmer than in the fall and winter months. Because our business is moderately seasonal, results for any one quarter are not necessarily indicative of the results that may be achieved for any other quarter or for the full fiscal year. In addition, weather conditions in North America and Europe can have a significant impact on the timing of sales in the spring selling season and overall annual sales. An abnormally wet and/or cold spring throughout North America or Europe could adversely affect appearance products category sales and, therefore, our financial results.

Our financial results could suffer if we are unable to implement and successfully manage our core strategic initiatives or if our core strategic initiatives do not achieve the intended results.

Our success is partly dependent upon properly executing, and realizing the anticipated benefits from, our ongoing core strategic initiatives. There is no assurance that we will be able to implement and successfully manage our core strategic initiatives, including our five major strategic initiatives, or that the core strategic initiatives will achieve the intended results. Our five major strategic initiatives include: (i) maximizing the Armor All and STP brands through geographic expansion and market penetration; (ii) becoming the global leader in the Company's product categories within its prioritized platforms; (iii) developing strategic business relationships; (iv) pursuing global innovation efforts; and (v) attracting, developing and retaining essential people. These initiatives are primarily designed to increase our revenue and market share and to make us more efficient in the sales, manufacture, and distribution of our products. If we are unable to implement and successfully manage our core strategic initiatives in accordance with its business plans, our business and financial results could be materially adversely affected. Moreover, we cannot be certain that implementation of our core strategic initiatives will necessarily advance the business or financial results as intended.

Our ability to achieve sales growth will depend on our ability to drive growth through innovation, investment in our established brands and enhanced and more effective merchandising and promotional activity. Accelerated growth is partially dependent on our ability to capture market share from competitors and our ability to acquire additional brands. We may be forced to increase prices on one or more of our products in response to increased costs for components and raw materials. Product price increases may slow sales volume growth or create declines in volume in the short term as customers adjust to sales price increases. If we are unable to increase market share in existing product lines, secure additional shelf share, develop product improvements, undertake sales, advertising and trade promotions to grow our product categories, develop, acquire or successfully launch new products, provide attractive trade terms or successfully penetrate new and developing markets, we may not achieve our sales growth objectives.

We face intense competition in our business, which could lead to reduced profitability if we cannot compete effectively.

We face intense competition from automotive aftermarket product companies both in the United States and in international markets for the limited space available for the display of these products to the consumer. Most of our products compete with other widely-promoted and advertised brands within each of our product categories. We also encounter competition from similar and alternative products, many of which are produced and marketed by major multinational or domestic companies.

Our products generally compete on the basis of product performance, brand recognition, price, value, quality or other benefits to consumers. Advertising, promotion, merchandising and packaging also have a significant impact on consumer purchasing decisions. A newly introduced consumer product, whether improved or newly developed, usually encounters intense competition requiring substantial expenditures for advertising, sales promotion and trade merchandising. If a product gains consumer acceptance, it normally requires continued advertising, promotional support and product enhancements to maintain its relative competitive position.

Some of our competitors are larger and have greater financial resources than we do. These competitors may be able to spend more aggressively on advertising and promotional activities, introduce competing products more quickly, offer customers more attractive trade terms and respond more effectively to changing business and economic conditions than we can. We also compete against premium and niche competitors. In addition, our competitors have attempted in the past, and may attempt in the future, to gain market share by offering products at prices at or below those typically offered by us. Competitive activity may require us to increase spending on advertising and promotions or reduce prices and could lead to reduced profits or a loss of market share, either of which could adversely affect our results of operations. We may not be able to compete successfully against current and future competitors and competitive pressures we face may have a material adverse effect on our business, financial condition and results of operations.

A significant portion of our net sales and net earnings is derived from a few key customers. The loss of any one or more of these customers could cause a material decline in our operating results.

A limited number of customers account for a large percentage of our net sales. We had one customer (Wal-Mart) who represented more than 10% of total net sales, specifically 20%, 19% and 20% in the years ended December 31, 2013, 2012 and 2011, respectively. Further, net sales to our seven largest customers represented approximately 66%, 69% and 65% of U.S. net sales for the years ended December 31, 2013, 2012 and 2011, respectively. Additionally, each of our individual brands may also be subjected to customer sales concentration. The loss of, or reduction in, orders from any of our most significant customers could have a material adverse effect on our brands, business, financial condition and results of operations. In addition, continued consolidation within the retail industry has resulted in an increasingly concentrated retail base. To the extent such consolidation continues to occur, our net sales and profitability may be increasingly sensitive to deterioration in the financial condition of, or other adverse developments involving our relationship with, one or more customers.

Large customers also seek price reductions, added support or promotional concessions, which may negatively impact our ability to maintain existing profit margins. We expect that a significant portion of our net sales will continue to be derived from a small number of customers. As a result, changes in the strategies of our largest customers, including a reduction in merchandising support for our products, a reduction in the number of brands they carry or a shift of shelf space to "private label" or competitors' products, may harm our sales. Reduced support from our customers has a negative effect on our profitability and may reduce our ability to bring new innovative products to consumers.

In addition, our business is based primarily upon individual sales orders, and we typically do not enter into long-term contracts with our customers. Accordingly, these customers could reduce their purchasing levels or cease buying products from us at any time and for any reason. We are also subject to changes in customer purchasing patterns. These types of changes may result from changes in the manner in which customers purchase and manage inventory levels, or display and promote products within their stores. Other potential factors such as customer disputes regarding shipments, fees, merchandise condition or related matters may also impact operating results. If we do not effectively respond to the demands of our customers, they could decrease their purchases from us or cease doing business with us, causing harm to our business, financial condition and results of operations.

Changes in marketing distributor relationships that are not managed successfully could result in a disruption in one or more of the affected markets.

We distribute our products throughout the world in one of two ways: (1) through direct distribution, in which products are sold directly by us to wholesalers and retailers, for example, in the United States, Canada, Mexico, Australia and the United Kingdom; and (2) through marketing distribution, in which products are sold to exclusive marketing distributors who in turn sell to wholesalers and retailers. The marketing distribution model is generally used in countries where we do not have direct company owned operations. Instead, we partner with local companies who perform the sales, marketing and distribution functions. We invest time and resources in these relationships. Should key personnel change and/or the relationship change or terminate, we could be at risk until such time as a suitable replacement can be found and our key marketing strategies implemented. There is a risk that changes in such marketing distributor relationships that are not managed successfully could result in a disruption in one or more of the affected markets and that such disruption could have an adverse material effect on our business, financial condition and results of operations. Additionally, in some countries, local laws may require substantial payments to terminate existing relationships, which could also have an adverse material effect on our business, financial condition and results of operations.

Customer support of our marketing and advertising programs and new product launches is critical for our success.

The support of our customers is critical for the success of our marketing and trade promotion programs and any new strategic initiatives we seek to undertake, and the successful execution of these initiatives, will depend on our ability to maintain alignment with and support from our customers. We depend on our customers for merchandising and checkout support, and our customers set the prices for end consumers. If our efforts to build alignment with our customers are unsuccessful, it may result in a delay in the implementation of our marketing and advertising programs and other key initiatives. The failure of our customers to support our marketing programs and strategic initiatives could adversely affect our ability to implement our business strategy and could materially harm our business, results of operations and financial condition. Additionally, the success of any new product introductions will be dependent upon our ability to secure distribution from our retail partners.

Providing price concessions or trade terms that are acceptable to our customers, or the failure to do so, could adversely affect our sales and profitability.

Consumer products, particularly those that are value-priced like many of our products, are subject to significant price competition. As a result, we may need to reduce the prices for some of our products, or increase prices by an amount that does not cover manufacturing cost increases, to respond to competitive and customer pressures and to maintain market share. Any reduction in prices, or inability to raise prices sufficiently to cover manufacturing cost increases, in response to these pressures would harm profit margins. In addition, if our sales volumes fail to grow sufficiently to offset any reduction in margins, our results of operations would suffer.

Because of the competitive environment facing many of our customers, particularly our high-volume retail store customers, have increasingly sought to obtain pricing concessions or better trade terms. To the extent we provide concessions or better trade terms, our margins are reduced. Further, if we are unable to maintain terms that are acceptable to our trade customers, these trade customers could reduce purchases of our products and increase purchases of products from our competitors, which would harm our sales and profitability.

We may not successfully develop and introduce new products and line extensions.

Our future performance and growth depend, in part, on our ability to successfully develop and introduce new products and line extensions. We may not be able to successfully achieve those goals. We compete in product categories where there are frequent introductions of new products and line extensions. The ability to understand consumer preferences and identify technological trends is critical to maintaining and improving the competitiveness of our product offerings. Our success depends on our ability to identify, originate and define automotive consumer product trends, as well as to anticipate, gauge and react to changing consumer demands in a timely manner and engender retailer support for new product introductions. Our automotive consumer products must appeal to a broad range of consumers whose preferences cannot be predicted with certainty and are subject to rapid change. We may not be able to continue to develop appealing automotive aftermarket products or meet changing consumer demands in the future. If we misjudge the market for our products, we may be faced with significant excess inventories for some products and missed opportunities for other products.

The development and introduction of new products, as well as the improvement of current products and product lines, require substantial and effective research, development and marketing expenditures, which we may be unable to recoup if the new or renovated products and line extensions do not gain widespread market acceptance. There are inherent risks associated with new product development and new product launches, including:

As we continue to focus on innovation, our business, financial condition or results of operations could be adversely affected in the event that we are not able to effectively develop and introduce new or renovated products and line extensions.

Our dependence upon third parties for the manufacture and supply of a substantial portion of our products could prevent us from delivering our products to our customers in the required quantities or within the required timeframe, which could result in order cancellations and decreased net sales.

We rely on a limited number of suppliers, including single source suppliers for certain of our raw materials, packaging, product components and other necessary supplies. Because we do not control the actual production of many of the products we sell, we may be subject to delays caused by interruptions in production based on conditions outside of our control. If we are unable to maintain supplier arrangements and relations or if we are unable to contract with suppliers at the quantity and quality levels needed for our business, find alternative suppliers or if any of our key suppliers becomes insolvent or experience other financial distress, we could experience disruptions in production, which could have a material adverse effect on our business, financial condition, results of operations and cash flows.

Volatility and cost increases in raw materials, energy, shipping and transportation and other necessary supplies or services could harm our financial condition and results of operations.

Volatility and increases in the cost of raw materials, and increases in the cost of transportation and other necessary supplies or services may harm the Company's financial condition and results of operations. The raw materials for the products that we produce include silicone, jet fuel, base oil and other chemicals. Our packaging includes resin products, which is sensitive to change in fuel costs, and corrugated materials. Petroleum based products, which constitute a significant portion of the costs for many of the Company's products, have experienced significant price volatility in the past, and may continue to do so in the future. Fluctuations in oil and diesel fuel prices have also impacted the Company's cost of transporting its products. As raw material costs are the principle component of cost of goods sold for all of the Company's products, any significant fluctuation in the costs of raw materials could have a material impact on the gross margins realized on our products. Specifically, the costs of petroleum based materials, which are included in many of our products, are exposed to fluctuations resulting from the increase in the cost of petroleum and there has been significant volatility in such costs in recent years. In the event there is significant volatility in the Company's cost of goods or increases in raw material and/or the costs of transportation and other necessary supplies or services, the Company may not be able to maintain its gross margins if it chooses not to raise its product sales prices. Should we choose to increase product sales prices to offset cost increases, such increases may adversely affect demand and unit sales. Sustained increases in the cost of raw materials, transportation and other necessary supplies or services, or significant volatility in such costs, could have a material adverse effect on the Company's financial condition and results of operations.

We are exposed to commodity fluctuation risk and may not be able to adequately hedge our exposure, if at all.

The raw materials for the products that we produce include silicone, jet fuel, base oil and other chemicals. Our packaging includes resin products, which is sensitive to change in fuel costs, and corrugated materials. Our profitability is sensitive to changes in the costs of these commodities caused by changes in supply or other market conditions, over which we have little or no control. Increases in the cost of energy, transportation and other necessary supplies or services, including the cost of diesel or jet fuel, may also harm our profits and operating results. When there are price increases for silicone, jet fuel, base oil or any of the principal raw materials or other supplies or services we use, we may not be able to pass on these increases, in whole or in part, to our customers, or we may be delayed in our ability to do so, or we may be unable to achieve cost savings to offset such price increases. In addition, if we increase the prices of our products in response to increases in the cost of commodities, and the commodity costs decline, we may not be able to sustain our price increases over time. Also, competitors may not adjust their prices, which could lead to sales declines and loss of market share. Sustained price increases may lead to declines in volume, and while we seek to project tradeoffs between price increases and volume, our projections may not accurately predict the volume impact of price increases.

Reliance on a limited base of third party contract manufacturers, logistics, procurement and information systems service providers may result in disruption to our business.

We rely on a limited number of third party contract manufacturers for the production of our finished goods and third party logistics providers for the distribution of our products to customers. We also rely on a third party procurement service provider and information systems service providers. We do not have direct control over the management or business of these third party contract manufacturers, logistics, procurement and information systems service providers, except indirectly through terms as negotiated in contracts with such third parties. Should the terms of doing business with our primary contract manufacturers, logistics, procurement and information systems service providers change, our business may be disrupted, which could have an adverse effect on our business,

financial condition and results of operations. The general availability of contract manufacturing allows new entrants easy access to the consumer product markets in which we compete.

Our facilities and those of our suppliers, service providers and common use facilities operators such as ports are subject to disruption by events beyond our control.

Operations at our facilities and the facilities of our suppliers, service providers and common use facilities operators such as ports are subject to disruption for a variety of reasons, including work stoppages, disease outbreaks or pandemics, acts of war, terrorism, fire, earthquakes, flooding or other natural disasters. If a major disruption were to occur, it could result in harm to people or the natural environment, temporary loss of access to critical data, delays in shipments of products to customers or suspension of operations.

We may not be able to hire or retain the number of qualified personnel required for our business, which would harm the development and sales of our products and limit our ability to grow.

If we are unable to retain existing personnel, or attract and train additional qualified personnel, either because of competition in our industry for such personnel or because of insufficient financial resources, our growth may be limited and it could have a material adverse effect on our business.

If we lose the services of our key personnel, our business could be adversely affected.

Our success is substantially dependent upon the performance, contributions and expertise of our chief executive officer, executive leadership and senior management team. Members of our executive leadership and senior management team, play a significant role in generating new business and retaining existing customers. Our inability to retain our existing executive leadership and senior management team or attract and retain additional qualified personnel could have a materially adverse effect on our business.

We may be adversely affected by the current economic environment or future volatility in global economies.

Our performance is subject to general economic conditions and their impact on levels of consumer confidence and consumer spending. Of late, consumer spending has deteriorated significantly and could remain depressed for an extended period of time. Reduced consumer discretionary spending due to economic uncertainty or unfavorable economic conditions may lead to reduced sales volumes or cause a shift in our product mix from higher margin to lower margin products. Some of the factors that could influence the deterioration of consumer confidence and consumer spending include financial market volatility, fluctuating interest rates and credit availability, fluctuating fuel and other energy costs, fluctuating commodity prices, higher levels of unemployment, higher consumer debt levels, reductions in net worth based on market declines, home foreclosures and reductions in home values, and general uncertainty regarding the overall future economic environment, all of which are beyond our control. The current global economic environment has weakened consumer confidence and impacted the consumer's ability and desire to spend discretionary dollars. Consumer purchases of discretionary items generally decline during periods where disposable income is adversely affected or there is economic uncertainty, and a prolonged reduction in consumer spending levels may negatively impact our financial condition and results of operations. We cannot anticipate all the ways in which the current economic climate or future volatility in global economies could adversely impact our business.

Global economic conditions may negatively impact the Company's financial condition and results of operations.

A general weakening or decline in the global economy or a reduction in business or consumer spending or confidence could delay or significantly decrease purchases of the Company's products by

our customers, including mass retail and home center stores, automotive supply outlets, warehouse club stores, and distributors. Consumer purchases of discretionary items, which could include the Company's automotive appearance and performance chemicals, may decline during periods where disposable income is reduced or there is economic uncertainty, and this may negatively impact the Company's financial condition and results of operations. In addition, during unfavorable or uncertain economic times, consumers may increase purchases of lower-priced or non-branded products and our competitors may increase their level of promotional activities to maintain sales volumes, both of which may negatively impact the Company's financial condition and results of operations.

Our sales and operating results may be affected by uncertain or changing economic and market conditions, including inflation, deflation, prolonged weak consumer demand or other changes which may affect the principal markets in which the Company conducts its business. If economic or market conditions in the United States or other key global markets deteriorate, the Company may experience material adverse effects on its business, financial condition and results of operations. The global economy experienced a recession beginning in calendar year 2008 and the pace of recovery from that recession has been slow. In recent years, the banking system and financial markets have experienced disruptions, including among other things, bank failures and consolidations, diminished liquidity and credit availability and rating downgrades. In addition, the current political and economic environment has resulted in continued economic unpredictability, particularly in Europe where there are concerns regarding the increased sovereign debt levels in several countries and the inability of some of those countries to meet future financial obligations, and the associated overall volatility of the Euro currency. Although these factors are outside of the Company's control, they directly affect its business. The slow pace of economic recovery or any new economic downturn or recession could cause the Company's customers to delay or significantly decrease their purchases, which could reduce the Company's future sales and negatively impact its results of operations and cash flows.

Adverse economic and market conditions could also harm our business by negatively affecting the parties with whom we do business, including our customers, retailers, and distributors, and third party contract manufacturers and suppliers. These conditions could impair the ability of our customers to pay for products they have purchased from the Company. As a result, allowances for doubtful accounts and write-offs of accounts receivable from the Company's customers may increase. In addition, the Company's third party contract manufacturers and its suppliers may experience financial difficulties that could negatively affect their operations and their ability to supply us with finished goods and the raw materials, and packaging required for the Company's products.

Operations outside the United States expose us to uncertain conditions and other risks in international markets.

Our net sales outside the United States were approximately 32% of net sales in the years ended December 31, 2013, 2012 and 2011, and our strategy includes expanding our international business. We face, and will continue to face, substantial risks associated with having international operations, including:

These risks could have a significant impact on our ability to sell our products on a competitive basis in international markets and could have a material adverse effect on our business, financial condition and results of operations.

Part of our business strategy is the expansion of our brands internationally. Our ability to identify, originate and define auto care products trends, as well as gauge and react to changing consumer demands, may be more difficult in foreign markets. We may not be able to develop appealing automotive consumer products for international markets or meet changing consumer demands in those markets.

In addition, our operations outside of the United States are subject to risks relating to appropriate compliance with legal and regulatory requirements in local jurisdictions, potential difficulties in staffing and managing local operations, import and export laws, potentially higher incidence of fraud or corruption and greater difficulty in maintaining effective internal controls, credit risk of local customers and distributors and potentially adverse tax consequences, including those related to transfer pricing regulations. We could become subject to inquiries or investigations by government and other regulatory bodies. Any determination that our operations or activities are not in compliance with United States laws, including the Foreign Corrupt Practices Act, or various international laws and regulations could expose us to significant fines, penalties or other sanctions that may harm our business and reputation.

Because we operate and sell our products in foreign countries, changes in currency exchange rates could adversely affect our operations and financial results.

With the exception of Puerto Rico and the United Kingdom, the functional currency of our foreign operations is the applicable local currency. In preparing our financial statements, we translate net sales and expenses in foreign countries from their local currencies into U.S. dollars using weighted average exchange rates. If the value of the U.S. dollar rises relative to the value of local currencies in the countries in which we have operations, the net sales reported on our financial statements for those countries will decrease. We do not use instruments to hedge foreign currency risks and as such, we are not protected against foreign currency fluctuations. Accordingly, we could be adversely affected by changes in currency exchange rates. Given our inability to predict the degree of exchange rate fluctuations, we cannot estimate the effect these fluctuations may have upon future reported results or our overall financial conditions, but they could materially and adversely affect our results of operations and financial condition. Additionally, any favorable impacts to profit margins or financial results from fluctuations in foreign currency exchange rates are likely to be unsustainable over time.

Harm to our reputation or the reputation of one or more of our leading brands could have an adverse effect on our business.

We believe that maintaining and developing our brand names, including Armor All and STP are critical to our success and that the importance of brand recognition increases as competitors offer products similar to our products. Maintaining a strong reputation with consumers, customers and trade partners is critical to the success of our business. We devote significant time and incur substantial marketing and promotional expenditures to create and maintain brand loyalty as well as increase brand awareness of our products. As a company, we also focus on ethics and compliance, sustainability, and product safety and quality initiatives, among others to protect our reputation and brand image. Despite these efforts, adverse publicity about us, including product safety or quality or similar concerns,

whether real or perceived, could harm our image and result in an adverse effect on our business, as well as require resources to rebuild our reputation. Prior to the Acquisition investing in and promoting of our brands was significantly reduced by Clorox as it had ceased promoting motor sports to the same levels it had done in the past, which resulted in a loss of market share and lower brand awareness. If our brand-building strategy is unsuccessful, expenses for rebuilding our brands may never be recovered, and we may be unable to increase our future revenues or implement our business strategy.

We may not attain synergies for our business and the IDQ business following our investment in IDQ Acquisition Corp. which could adversely impact our financial condition and results of operations.

We may not realize the expected benefits of the IDQ Investment because the business may not perform financially as expected or because of delays or difficulties or other challenges in attaining operating synergies. The success of the IDQ Investment will depend, in part, on our ability to utilize our assets and operations and the assets and operations of IDQ to optimize the combined sales and costs for the mutual benefit of IDQ and us. This optimization will include integrating certain operational functions of our business with the IDQ business. However, due to limitations in IDQ's outstanding bonds and credit facilities, our ability to integrate operational functions with IDQ will be limited. The Company, Armored Auto Group Parent, Inc. ("Parent"), IDQ and IDQ's subsidiaries have entered into the Shared Services Agreement, pursuant to which certain products and services to be agreed upon by the parties from time to time, will be provided on an arm's-length basis by one party to another. The integration of certain operations of our business with the IDQ business through this agreement is anticipated to be complex, costly and time-consuming. Complications with the integration could result from the following circumstances, among others: failure to retain key customers; failure to retain key employees; limited ability to achieve cost synergies while IDQ's bonds and current credit facility remain outstanding; and failure to achieve anticipated synergies in purchasing, manufacturing and distribution costs due to the complexity of the cost sharing arrangement between our business and the IDQ business. In addition, following the IDQ Acquisition by Parent, a single management team will be responsible for the operations of our business and the IDQ business. This may put additional strain on management or divert management's attention from our business.

Acquisitions, new venture investments and divestitures may not be successful.

As part of our strategy, we may seek to increase growth through acquisitions and any such acquisition may be significant. Not only is the identification of good acquisition candidates difficult and competitive, but these transactions also involving numerous risks, including the ability to:

Companies, businesses or operations acquired or joint ventures created may not be profitable or may not achieve sales levels and profitability that justify the investments made. Future acquisitions could also result in the incurrence of indebtedness, the assumption of contingent liabilities, material

expenses related to certain intangible assets and increased operating expenses, which could adversely affect our results of operations and financial condition. Future acquisitions of foreign companies would increase our exposure to foreign exchange risks. In addition, to the extent that the economic benefits associated with any of our acquisitions diminish in the future, we may be required to record write downs of goodwill, intangible assets or other assets associated with such acquisitions, which could adversely affect our operating results.

We are currently reviewing the landscape of potential opportunities and pursuing potential acquisitions. There can be no assurance that such efforts will result in a proposed transaction or in a definitive agreement for such a transaction being entered into. As part of our evolving acquisition criteria and as opportunities presented by various potential transactions appear, we may finance a potential transaction with debt, equity or a combination thereof, although any potential transaction and related financing should be accretive across our capital structure.

We may also decide to divest certain assets, businesses or brands that do not meet our strategic objectives or growth targets. With respect to any divestiture, we may encounter difficulty finding potential acquirers or other divestiture options on favorable terms. Any divestiture could affect our profitability, either as a result of the gains or losses on such sale of a business or brand, the loss of the operating income resulting from such sale or the costs or liabilities that are not assumed by the acquirer that may negatively impact profitability subsequent to any divestiture. We may also be required to recognize impairment charges as the result of a divesture.

Any potential future acquisitions, new ventures or divestitures may divert the attention of management and may divert resources from matters that are core or critical to the business.

Our substantial indebtedness, including the terms of our credit agreement governing the Credit Facilities and the indenture that governs the Senior Notes, restricts our current and future operations and could adversely affect our ability to raise additional capital to fund our operations or to exploit business opportunities, limit our ability to respond to changes in the economy or our industry and prevent us from making debt service payments.

We have a significant amount of indebtedness. As of December 31, 2013, we have aggregate gross amount of indebtedness of approximately $566.0 million, exclusive of issuance discounts. Our debt includes a senior secured credit facility ("the Credit Facilities"), consisting of a $300.0 million term loan (the "Term Loan Facility"), of which we have $291.0 million outstanding, notwithstanding $5.0 million remaining unamortized original issue discount, and our undrawn $50.0 million revolving credit facility (the "Revolving Credit Facility"). Our debt also includes $275.0 million in aggregate principle amount of 9.25% Senior Notes due 2018 (the "Senior Notes"), notwithstanding $7.4 million remaining unamortized original issue discount.

In addition, the indenture that governs the Senior Notes and the credit agreement governing the Credit Facilities contain restrictive covenants that limit our ability to engage in activities that may be in our long-term best interest. Our failure to comply with those covenants could result in an event of default which, if not cured or waived, could result in the acceleration of substantially all of our indebtedness.

The credit agreement governing the Credit Facilities and the indenture that governs the Senior Notes contain a number of restrictive covenants that impose significant operating and financial restrictions on us and may limit our ability to engage in acts that may be in our long-term best interest, including, among other things, restrictions on our ability to:

In addition, the restrictive covenants in the credit agreement governing the Revolving Credit Facility require us to maintain specified financial ratios and satisfy other financial condition tests in order to utilize the Revolving Credit Facility. Our ability to meet those financial ratios and tests can be affected by events beyond our control, and we may not be able to meet them.

A breach of the covenants under the indenture that governs the Senior Notes or under the credit agreement governing the Credit Facilities could result in an event of default under the applicable indebtedness. Such a default may allow the creditors to accelerate the related indebtedness and may result in the acceleration of any other indebtedness to which a cross acceleration or cross default provision applies. In addition, an event of default under the credit agreement governing the Revolving

Credit Facility would permit the lenders under the Revolving Credit Facility to terminate all commitments to extend further credit under that facility. Furthermore, if we were unable to repay the amounts due and payable under the Revolving Credit Facility, those lenders could proceed against the collateral granted to them to secure that indebtedness. In the event our lenders or note holders accelerate the repayment of our borrowings, we and our subsidiaries may not have sufficient assets to repay that indebtedness.

Our future liquidity and capital requirements will depend upon numerous factors, some of which are outside our control, including the future development of the markets in which we participate. We may need to raise additional funds to support expansion, develop new or enhanced services, respond to competitive pressures, acquire complementary businesses or technologies or take advantage of unanticipated opportunities. If our capital resources are not sufficient to satisfy our liquidity needs, we may seek to sell additional debt or equity securities or obtain other debt financing. The incurrence of additional indebtedness would result in increased expenses and could include covenants that would further restrict our operations. We may not be able to obtain additional financing, if required, in amounts or on terms acceptable to us, or at all.

Despite our current level of indebtedness, we and our subsidiaries may still be able to incur substantially more indebtedness. This could further exacerbate the risks to our financial condition.

We and our subsidiaries may be able to incur significant additional indebtedness in the future. Although the indenture that governs the Senior Notes and the credit agreement governing the Credit Facilities contain restrictions on the incurrence of additional indebtedness, these restrictions are subject to a number of qualifications and exceptions, and the additional indebtedness incurred in compliance with these restrictions could be substantial. These restrictions also will not prevent us from incurring obligations that do not constitute indebtedness. In addition, our Revolving Credit Facility provides us commitments of up to $50.0 million in the aggregate, none of which is drawn as of December 31, 2013. Our Revolving Credit Facility could increase by $75.0 million, subject to certain conditions. We can also incur additional secured indebtedness if certain specified conditions are met under the credit agreement governing the Credit Facilities. All of those borrowings would be secured indebtedness. If new indebtedness is added to our current indebtedness levels, the related risks that we and the subsidiary guarantors now face could intensify.

We may not be able to generate sufficient cash to service all of our indebtedness and may be forced to take other actions to satisfy our obligations under our indebtedness, which may not be successful.

Our ability to make scheduled payments on or refinance our debt obligations, depends on our financial condition and operating performance, which are subject to prevailing economic, industry and competitive conditions and to certain financial, business, legislative, regulatory and other factors beyond our control. We may be unable to maintain a level of cash flows from operating activities sufficient to permit us to pay the principal, premium, if any, and interest on our indebtedness.

If our cash flows and capital resources are insufficient to fund our debt service obligations, we could face substantial liquidity problems and could be forced to reduce or delay investments and capital expenditures or to dispose of material assets or operations, seek additional indebtedness or equity capital or restructure or refinance our indebtedness. We may not be able to take any such alternative actions on commercially reasonable terms or at all and, even if successful, those alternative actions may not allow us to meet our scheduled debt service obligations. The credit agreement governing the Credit Facilities and the indenture that governs the Senior Notes restrict our ability to dispose of assets and use the proceeds from those dispositions and may also restrict our ability to raise debt or equity capital to be used to repay other indebtedness when it becomes due. We may not be able to consummate those dispositions or to obtain proceeds in an amount sufficient to meet any debt service obligations then due.

In addition, we conduct a substantial portion of our operations through our subsidiaries. Accordingly, repayment of our indebtedness is dependent on the generation of cash flow by our subsidiaries and their ability to make such cash available to us, by dividend, debt repayment or otherwise. Unless they are guarantors of our other indebtedness, our subsidiaries do not have any obligation to pay amounts due on our indebtedness or to make funds available for that purpose. Our subsidiaries may not be able to, or may not be permitted to, make distributions to enable us to make payments in respect of our indebtedness. Each subsidiary is a distinct legal entity, and, under certain circumstances, legal and contractual restrictions may limit our ability to obtain cash from our subsidiaries. While the indenture that governs the Senior Notes and the agreements governing certain of our other existing indebtedness limit the ability of certain of our subsidiaries to incur consensual restrictions on their ability to pay dividends or make other intercompany payments to us, these limitations are subject to qualifications and exceptions. In the event that we do not receive distributions from our subsidiaries, we may be unable to make required principal and interest payments on our indebtedness.

Our inability to generate sufficient cash flows to satisfy our debt obligations, or to refinance our indebtedness on commercially reasonable terms or at all, would materially and adversely affect our financial position and results of operations and our ability to satisfy our debt obligations.

If we cannot make scheduled payments on our indebtedness, we will be in default and holders of the Senior Notes could declare all outstanding principal and interest to be due and payable, the lenders under the Revolving Credit Facility could terminate their commitments to loan money, our secured lenders could foreclose against the assets securing their borrowings and we could be forced into bankruptcy or liquidation. All of these events could result in your losing your entire investment in the Senior Notes.

Our variable rate indebtedness subjects us to interest rate risk, which could cause our debt service obligations to increase significantly.

Borrowings under the Credit Facilities are at variable rates of interest and expose us to interest rate risk. If interest rates increase, our debt service obligations on the variable rate indebtedness will increase even though the amount borrowed remained the same, and our net earnings and cash flows, including cash available for servicing our indebtedness, will correspondingly decrease. Assuming all revolving loans are fully drawn, each quarter point change in LIBOR interest rates above 1.75% would result in a $0.9 million change in annual interest expense on our indebtedness under the Credit Facilities. In the future, we may enter into interest rate swaps that involve the exchange of floating for fixed rate interest payments in order to reduce interest rate volatility. However, we may not maintain interest rate swaps with respect to all of our variable rate indebtedness, and any swaps we enter into may not fully mitigate our interest rate risk, or may create additional risks.

Goodwill, intangible and other long lived assets are subject to impairment risk.

We contemplate changing facts and circumstances that might reveal potential impairment of our long lived assets on an ongoing basis and as part of our financial and operational review of the Company. Further, we specifically assess the potential impairment of our existing goodwill and indefinite lived intangible assets during the fourth fiscal quarter of each fiscal year. In addition to assessing finite lived tangible and intangible assets for potential impairment when events and circumstances indicate that the carrying amount of the asset may not be recoverable, we consider and assess our remaining useful life assumptions for those long lived assets and may adjust our assumptions as may be appropriate. Indicators such as changes in the business, legal or regulatory environment, degradation of current period or projected cash flows, underperformance relative to historical or projected future operating results, changes in our strategy for our overall business or use of acquired assets, unexpected negative industry or economic trends, unanticipated technological change or

competitive activities, loss of key distribution, change in consumer demand, loss of key personnel and acts by governments and courts may signal that an asset has become impaired.

During the fourth quarter of 2012, we determined the fair value of our reporting units in the first step of the goodwill impairment test as described in Item 8. Note 1 to the financial statements. We determined that fair value of our Europe, Middle East and Africa reporting unit and our Australia and New Zealand reporting unit were substantially lower than the carrying value for those reporting units. After having completed the second step of the goodwill impairment test as described in Item 8. Note 1 to the financial statements, the Company recorded a $24.1 million goodwill impairment charge.

We may be required to record further significant charges in our consolidated financial statements during the period in which any further impairment of our goodwill, intangible or other long lived assets is identified and this would negatively impact the Company's financial condition and results of operations.

Failure to protect our intellectual property rights could impact our competitiveness, allow our competitors to develop and market products with features similar to our products and demand for our products could decline.

Our commercial success depends in part on our intellectual property rights and we rely upon the trademark, trade secret, patent and copyright laws of the United States and other countries to protect our brands, products, technologies and formulations and packaging. Our intellectual property rights may not be maximized or may not be successfully asserted against others. Further, we may not be able to obtain and perfect our intellectual property rights or, where appropriate, license the intellectual property necessary to support new product introductions. These rights, if obtained, may later be invalidated, circumvented or challenged, and we could incur significant costs in connection with legal actions to assert our intellectual property rights, or to defend those rights from assertions of invalidity. In addition, even if such rights are obtained in the United States, the laws of some of the other countries in which our products are or may be sold may not protect intellectual property rights to the same extent as the laws of the United States. If other parties infringe on our intellectual property rights, they may dilute the value of our brands in the marketplace, which could diminish their value and harm our business. We will only be able to protect our intellectual property from unauthorized use by third parties to the extent that valid and enforceable patents, trademarks or copyrights cover them, and we may not be able to preempt third parties from infringing our intellectual property rights. The failure to perfect or successfully assert our intellectual property rights could make us less competitive and could have a material adverse effect on our business, financial condition and results of operations.

If we are found to have infringed the intellectual property rights of others or cannot obtain necessary intellectual property rights from others, our competitiveness could be adversely impacted.

We cannot be certain that the conduct of our business does not and will not infringe the intellectual property rights of others. If we are found liable for infringement, we could be required to cease use of a trademark, trade secret, copyrighted work or patented invention in our business, pay damages, pay legal defense fees, enter into licensing agreements, if available on acceptable terms or at all and to cease making or selling certain products. Moreover, we may need to redesign some of our products to avoid future infringement liability. Any of the foregoing could have a material adverse effect on our business, financial condition and results of operations.

In the ordinary course of business, we may be subject to product liability claims and lawsuits, including potential class actions, alleging that our products have resulted in or could result in unsafe condition or injury.

We may be required to pay for losses or injuries purportedly caused by our products. Claims could be based on allegations that, among other things, our products contain contaminants or provide

inadequate instructions regarding their use, or inadequate warnings concerning interactions with other substances, or damage property. Product liability claims could result in negative publicity that could harm our sales, reputation, value of our brands and operating results. In addition, if one of our products is found to be defective, we could be required to recall it, which could result in adverse publicity and significant expenses. Although we maintain product liability insurance coverage, potential product liability claims may exceed the amount of insurance coverage or certain product liability claims may be excluded under the terms of the policy (e.g. breach of contract, product recall, asbestos, lead, bacteria, fungi, benzene, and silica). Any product liability claim brought against us, with or without merit, could be costly to defend and could result in an increase of our insurance premiums. Our other business activities may also expose us to litigation risks, including risks that may not be covered by insurance. If successful claims are asserted by third parties against us for uninsured liabilities or liabilities in excess of applicable insured limits of coverage, our business, financial condition and results of operations may be adversely affected.

Additionally, our products may be associated with competitor products or other products in the same category, which may be alleged to have caused harm to consumers. As a result of this association, we may be named in unwarranted legal actions. The potential costs of defense may materially affect our business, financial condition and results of operations in future periods.

We operate under an FTC consent order, which requires certain compliance policies and procedures. Should we violate our requirements thereunder, we may face significant fines and penalties.

In 1975, a predecessor entered into a consent order with the Federal Trade Commission ("FTC") settling charges that it had engaged in deceptive advertising. The order essentially prohibits certain representations about STP products and requires compliance with the law on truthful advertising. In 1995, a predecessor company settled charges that it had violated that order. Clorox maintained certain compliance practices to ensure compliance with the order which have been continued since the Acquisition. Since the 1995 complaint, the FTC has not raised any issues about our advertising practices. We are still subject to the consent order. While we believe it is unlikely that this order will result in significant future liability, we could become subject to significant fines and penalties should we be found to be in violation of the consent order.

Compliance with environmental law and other government regulations could impose material costs.

We are subject to numerous environmental laws and regulations that impose various environmental controls on our business operations, including, among other things, the discharge of pollutants into the air and water, the handling, use, treatment, storage and clean-up of solid and hazardous wastes and the investigation and remediation of soil and groundwater affected by hazardous substances. Such laws and regulations may otherwise relate to various health and safety matters that impose burdens upon our operations. These laws and regulations govern actions that may have adverse environmental effects and also require compliance with certain practices when handling and disposing of hazardous wastes. These laws and regulations also impose strict, retroactive and joint and several liability for the costs of, and damages resulting from, cleaning up current sites, past spills, disposals and other releases of hazardous substances. We cannot assure you that we have been or will be in compliance with environmental and health and safety laws at all times. If we violate these laws, we could be fined, criminally charged or otherwise sanctioned by regulators. We may be required to incur further costs to comply with current or future environmental and safety laws and regulations. In addition, in the event of accidental contamination or injury from these materials, we could be held liable for any damages that result and any such liability could exceed our resources. We believe that our expenditures related to environmental matters have not had, and are not currently expected to have, a material adverse effect on our business, financial condition or results of operations. However, the environmental laws under which we operate are complicated and often increasingly more stringent, and may be applied retroactively. Accordingly, we may be required to make additional expenditures to remain in, or to

achieve, compliance with environmental laws in the future and such additional expenditures may have a material adverse effect on our business, financial condition or results of operations.

Some of our products have chemical compositions that are controlled by various state, federal and international laws and regulations. We are required to comply with these laws and regulations and we seek to anticipate regulatory developments that could impact our ability to continue to produce and market our products. We invest in research and development to maintain product formulations that comply with such laws and regulations. We may be required to alter the chemical composition of one or more of our products in a way that will have an adverse effect upon the product's efficacy or marketability. A delay or other inability on our part to complete product research and development in response to any such regulatory requirements could have a material adverse effect on our business, financial condition and results of operations.

Generally, the manufacturing, packaging, storage, distribution and labeling of our products and our business operations all must comply with extensive federal, state and foreign laws and regulations. It is possible that the government will increase regulation of the transportation, storage or use of certain chemicals to enhance homeland security or protect the environment and that such regulation could negatively impact raw material, component or finished goods supplies or costs.

Litigation may adversely affect our business, financial condition and results of operations.

Our business is subject to the risk of litigation by employees, customers, consumers, suppliers, stakeholders or others through private actions, class actions, administrative proceedings, regulatory actions or other litigation. The outcome of litigation, particularly class action lawsuits and regulatory actions, is difficult to assess or quantify. Plaintiffs in these types of lawsuits may seek recovery of very large or indeterminate amounts, and the magnitude of the potential loss relating to such lawsuits may remain unknown for substantial periods of time. The cost to defend current and future litigation may be significant. There may also be adverse publicity associated with litigation that could decrease customer acceptance of our products, regardless of whether the allegations are valid or whether we are ultimately found liable. Conversely, we may be required to initiate litigation against others to protect the value of our intellectual property and the goodwill associated therewith or enforce an agreement or contract that has been breached. These matters are extremely time consuming and expensive, but absolutely necessary to maintain enterprise value, protect our assets and realize the benefits of the agreements and contracts that we have negotiated and safeguard our future. As a result, litigation may adversely affect our business, financial condition and results of operations.

Changes in tax laws could adversely affect the taxes we pay and our profitability.

We are subject to income and other taxes in the United States and certain foreign jurisdictions. Our effective income tax rate in the future could be adversely affected by a number of factors, including: changes in the mix of earnings in countries with different statutory tax rates; regulations relating to transfer pricing; changes in the valuation of deferred tax assets and liabilities; changes in tax laws; the outcome of income tax audits in jurisdictions around the world; and any repatriation of non-U.S. earnings for which we have not previously provided for U.S. taxes.

Our judgments regarding the accounting for tax positions and the resolution of tax disputes may impact the Company's earnings and cash flow.

Significant judgment is required in determining the Company's effective tax rate and in evaluating our tax positions. We provide for uncertain tax positions when such tax positions do not meet the recognition thresholds or measurement criteria prescribed by applicable accounting standards. Fluctuations in federal, state, local and foreign taxes or a change to uncertain tax positions, including related interest and penalties, may impact the Company's effective tax rate and our financial results. When particular tax matters arise, a number of years may elapse before such matters are audited and

finally resolved. Unfavorable resolution of any tax matter could increase the effective tax rate. Any resolution of a tax issue may require the use of cash in the year of resolution.

Changes in our effective tax rate may adversely affect our earnings and cash flow.

The Company's future effective tax rate could be affected by changes in tax laws and regulations or their interpretation, changes in the mix of earnings in countries with differing statutory tax rates, or changes in the valuation of deferred tax assets and liabilities. The realization of deferred income tax assets is assessed and a valuation allowance is recorded if it is "more likely than not" that all or a portion of the deferred tax asset will not be realized. If the actual amount of our future taxable income is less than the amount we are currently projecting with respect to specific tax jurisdictions, or if there is a change in the time period within which the deferred tax asset becomes deductible, we could be required to record a valuation allowance against our deferred tax assets. The recording of a valuation allowance would result in an increase in our effective tax rate, and would have an adverse effect on our operating results. In addition, changes in statutory tax rates may change our deferred tax assets or liability balances, which would have either a favorable or unfavorable impact on our effective tax rate.

A failure of a key information technology system could adversely impact our ability to conduct business.

We rely extensively on information technology systems, some of which are managed by third party service providers, in order to conduct business. These systems may include, but are not limited to, programs and processes relating to communicating internally and externally with other parties, ordering and managing materials from suppliers, converting materials to finished products, shipping products to customers, processing transactions, summarizing and reporting results of operations, complying with regulatory, legal and tax requirements and other processes involved in managing the business. We have implemented core hardware, software and operating systems, including initiating an international enterprise resource planning system ("ERP"), and continue to implement ancillary software and enhancements in order to support our existing operations and future growth. If our technology systems and processes do not adequately support the future growth of our business or we suffer from an ineffective administration of these systems and system changes, our business may be adversely impacted. Although we will have network security measures in place, the systems may be vulnerable to computer viruses, security breaches, and other similar disruptions from unauthorized users. While we have business continuity plans in place, if the systems are damaged or cease to function properly due to any number of causes, including catastrophic events, power outages, security breaches or other similar events, and if the business continuity plans do not effectively resolve such issues on a timely basis, we may suffer interruptions in the ability to manage or conduct business, which may adversely impact our business.

Our continued growth and expansion and increasing reliance on third party service providers could adversely affect our internal control over financial reporting, which could harm our business and financial results.

Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is a process to provide reasonable assurance regarding the reliability of financial reporting for external purposes in accordance with generally accepted accounting principles in the United States ("GAAP"). Because of its inherent limitations, internal control over financial reporting is not intended to provide absolute assurance that a misstatement of our financial statements would be prevented or detected. Our continuing growth and expansion in domestic and globally dispersed markets will place significant additional pressure on our system of internal control over financial reporting. Moreover, we engage the services of third parties to assist with business operations and financial reporting processes, which inserts additional monitoring obligations and risk into the system of internal control. Any failure to maintain an effective system of internal control over financial reporting could limit our ability to report our financial results accurately and on a timely basis or to detect and prevent fraud.

Identification of a material weakness in internal controls over financial reporting may adversely affect our financial results.

The provisions of Section 404 of the Sarbanes-Oxley Act of 2002, or "Sarbanes-Oxley," and the regulations promulgated thereunder provide for the identification and reporting of material weaknesses in our system of internal controls over financial reporting. If such a material weakness is identified, it could indicate a lack of controls adequate to generate accurate financial statements. We assess our internal controls over financial reporting, but we cannot assure you that we will be able to timely remediate any material weaknesses that may be identified in future periods, or maintain all of the controls necessary for continued compliance.

We may incur increased ongoing costs as a result of being obligated to file reports with the SEC and our management will be required to devote substantial time to new compliance initiatives when we are effectively registered.

We incur or will have to incur legal, accounting and other expenses, including costs associated with the periodic reporting requirements applicable to a company whose securities are registered under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), requirements under Sarbanes-Oxley and other SEC rules and regulations. We expect these rules and regulations to increase substantially our legal and financial compliance costs and to make some activities more time-consuming and costly.

Compliance with changing regulations and standards for accounting, corporate governance and public disclosure may result in additional expenses and this could negatively impact the Company's business, financial condition and results of operations.

Changing laws, regulations and standards relating to accounting and financial reporting, corporate governance and public disclosure, including new SEC regulations such as those required by the Dodd-Frank Wall Street Reform and Consumer Protection Act, new accounting requirements, including any that result from the joint convergence projects of the Financial Accounting Standards Board ("FASB") and the International Accounting Standards Board, and the potential future requirement to transition to international financial reporting standards may create uncertainty and additional burdens and complexities for the Company. To establish and maintain high standards of accounting and financial reporting, corporate governance and public disclosure, we intend to invest all reasonably necessary resources to comply with all such evolving standards and requirements. These investments may result in increased general and administrative expenses and a diversion of management time and attention from strategic revenue generating and cost management activities, either of which could negatively impact the Company's business, financial condition and results of operations.

The estimates and assumptions on which our financial statements are based may prove to be inaccurate, which may adversely affect the Company's financial condition and results of operations.

The Company's financial statements are dependent on certain estimates and assumptions related to, among other things, consumer and trade promotion accruals, future product volume and pricing estimates, future cost trends, credit worthiness of customers, allowance for excess and obsolete inventory, share based compensation costs, valuation of acquired intangible assets, useful lives for depreciation and amortization of long lived assets, future cash flows associated with impairment testing for goodwill and indefinite-lived intangible assets, uncertain income tax positions, contingencies and allowance for doubtful accounts. While our estimates and assumptions are based on historical experience and on various other considerations that we believe to be reasonable under the circumstances and at the time they are made, the Company's actual results may differ materially from its estimates which may adversely affect the Company's financial condition and results of operations.

We can be adversely affected by the implementation of new, or changes in GAAP.

Our financial reporting complies with GAAP which is subject to change over time. If new rules or interpretations of existing rules require us to change our financial reporting, our financial condition and results from operations could be adversely affected.

As an "emerging growth company" under the JOBS Act, we are permitted to, and do, rely on exemptions from certain disclosure requirements.

As an "emerging growth company" under the Jumpstart Our Business Startups Act ("JOBS Act"), we are permitted to and do, rely on exemptions from certain disclosure requirements. We are an emerging growth company until the earliest of: (i) the last day of the fiscal year during which we had total annual gross revenues of $1.0 billion or more; (ii) the last day of the fiscal year following the fifth anniversary of the date of the first sale of our common stock pursuant to an effective registration statement; (iii) the date on which we have, during the previous 3-year period, issued more than $1.0 billion in non-convertible debt or (iv) the date on which we are deemed a "large accelerated issuer" as defined under the federal securities laws. For so long as we remain an emerging growth company, we will not be required to:

We may choose to take advantage of some but not all of these reduced burdens and if we do, the information that we provide you in our public filings may be different than that of other public companies in which you hold securities. Although we do rely on certain exemptions provided in the JOBS Act, the exact implications of the JOBS Act for us are still subject to interpretations and guidance by the SEC and other regulatory agencies. In addition, as our business grows, we may no longer satisfy the conditions of an emerging growth company.

In addition, as an "emerging growth company," we have chosen to "opt out" of such extended transition period, and as a result, we will comply with new or revised accounting standards on the relevant dates on which adoption of such standards is required for non-emerging growth companies. Our decision to opt out of the extended transition period is irrevocable.

Our headquarters is located in Danbury, Connecticut where we currently lease approximately 18,819 square feet. This lease expires in September 2019. Our owned facilities consist of approximately 104,000 square feet of manufacturing, office, warehouse and mixed use space in Painesville, Ohio. Further, we lease our research and development facility in Pleasanton, California, manufacturing, office, warehouse and mixed use space in the United Kingdom and office space in Australia, China and Mexico. We believe our facilities, which are adequate for our current needs, are in good operating condition.

The following table summarizes information regarding our significant leased and owned properties as of December 31, 2013:

Location		Owned / Leased

United States
Danbury, Connecticut	18,819	Leased
Pleasanton, California	8,904	Leased
Painesville, Ohio	104,000	Owned
United Kingdom
Ebbw Vale, Gwent, Wales	78,000	Leased
Brentford, Middlesex, England	3,320	Leased
Tonbridge, Kent, England	10,000	Leased
Australia
Sydney, New South Wales	5,200	Leased
China
Shanghai, Shanghai Province	1,500	Leased
Mexico
Cuautitlan Izcalli	700	Leased

We are involved from time to time in various legal proceedings, regulatory investigations and claims incident to the normal conduct of business, which may include proceedings that are specific to us and others generally applicable to business practices within the industries in which we operate. A substantial legal liability or a significant regulatory action against us could have an adverse effect on our business, financial condition and on the results of operations in a particular quarter or year. As of December 31, 2013, we had no material ongoing litigation, regulatory or other proceedings and had no knowledge of any investigations by governmental or regulatory authorities in which we are a target that could have a material adverse effect on our current business.

Item 5. Market for Registrant's Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities

As of March 3, 2014, Armored AutoGroup Parent Inc. ("Parent") indirectly owns all of our issued and outstanding capital stock through its direct subsidiary and our direct parent, Armored AutoGroup Intermediate Inc. There is no established public trading market for our common stock, and there are no plans, proposals, arrangements or understandings with any person with regard to the development of a trading market in our common stock.

As of immediately following the closing of the IDQ Acquisition, Avista Capital Partners II, L.P., Avista Capital Partners (Offshore) II, L.P., Avista Capital Partners (Offshore) II-A, LLP and ACP Viking Co-Invest LLC (together, the "Avista Entities") collectively owned approximately 91.1% of Parent's issued and outstanding common stock and approximately 92.0% of Parent's issued and outstanding Series A Preferred Stock of Parent. As of immediately following the closing of the IDQ Acquisition, KI-IDQ 2012 Holdings, LLC owned approximately 7% of Parent's common stock and 7% of Parent's Series A Preferred Stock. In addition to the Avista Entities and KI-IDQ 2012 Holdings, LLC, there were 24 other holders of record of Parent's capital stock as of immediately following the closing of the IDQ Acquisition, each of which owned less than 1% of the outstanding capital stock of Parent.

We have never declared or paid cash distributions on our common stock. We currently intend to retain all available funds and any future consolidated earnings to fund our operations and the development and growth of our business and therefore do not anticipate paying any cash distributions.

Restrictions imposed by our debt instruments, including the Credit Facilities, significantly restrict us from making dividends or distributions. Future cash dividends, if any, will be at the discretion of the Board of Directors and will depend upon, among other things, our future operations and earnings, capital requirements, general financial condition, contractual restrictions and such other factors as the Board of Directors may deem relevant.

During 2013, there were no unregistered sales of equity securities of the registrant and there were no shares that may yet be purchased under any repurchase plan or programs.

No purchases of equity securities were made during the fourth quarter and there were no shares that may yet be purchased under any repurchase plans or programs.

The following tables set forth our selected financial data for the periods and at the dates indicated. All periods prior to November 5, 2010 are referred to as the Predecessor period and all periods including and after November 5, 2010 are referred to as the Successor period. Concurrent with the Acquisition, on November 5, 2010, our board of directors approved a change in our fiscal year from a fiscal year comprised of the twelve consecutive fiscal months ending on June 30 to a fiscal year

comprised of the twelve consecutive fiscal months ending on December 31 of each year. This change in fiscal year commenced with the transition period beginning on July 1, 2010 and ending on December 31, 2010.

On November 5, 2010, Avista and its affiliates acquired, through the Company, Global AutoCare from Clorox. Global AutoCare, excluding the Prestone and YPF licensed brands, was a business product line of Clorox that operated through various Clorox wholly-owned or controlled legal entities throughout the world. Global AutoCare was not operated by Clorox as a standalone business or as a distinguishable reporting unit, but rather were components of various other individual businesses within the Clorox management reporting structure. In addition, Global AutoCare was not segregated in separate legal entities, the primary method by which Clorox maintained its accounting records. Rather, the revenues, expenses and assets related to Global AutoCare were derived from various data fields that utilized business assignments within the Clorox accounting records.

The combined financial statements of the Predecessor may not be indicative of our future performance and do not necessarily reflect what its combined results of operations, financial position and cash flows would have been had the Predecessor operated as an independent company during the periods presented. Further, we applied purchase accounting and began a new basis of accounting starting as of November 5, 2010 ("Successor periods"). As a result of purchase accounting, the Predecessor periods and Successor period financial statements are not directly comparable.

Moreover, our historical results are not necessarily indicative of results to be expected for any future period. The following selected financial data presented below has been derived from financial statements that have been prepared in accordance with GAAP and should be read with our audited financial statements, including the accompanying notes to the financial statements, and with "Risk

Factors," "Capitalization" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" included elsewhere in this Annual Report on Form 10-K.

	CONSOLIDATED												COMBINED

	Year ended December 31,												Year ended June 30,
	2013			2012(1)			2011			Period from November 5, 2010 to December 31, 2010			Period from July 1, 2010 to November 4, 2010			2010			2009
	(Successor)			(Successor)			(Successor)			(Successor)			(Predecessor)			(Predecessor)			(Predecessor)
Statement of operations data (in thousands):
Net sales	$	289,956		$	306,468		$	281,317		$	35,014		$	94,341		$	299,537		$	292,391
Cost of products sold		158,049			167,570			153,114			20,583			50,201			147,672			156,657
Cost of products sold—acquisition related		—			—			4,439			7,229			—			—			—


Gross profit		131,907			138,898			123,764			7,202			44,140			151,865			135,734
Operating expenses:
Selling and administrative expenses		40,694			48,306			40,240			5,422			10,916			34,028			31,040
Advertising costs		27,787			31,072			24,699			2,240			7,582			23,994			25,163
Research and development costs		2,474			2,211			2,307			609			1,063			3,289			3,591
Amortization of acquired intangible assets		36,788			36,701			36,701			5,709			1			3			2
Goodwill Impairment(1)		—			24,117			—			—			—			—			—
Acquisition related charges		—			—			1,020			16,026			—			—			—
Restructuring costs (benefits)		—			—			—			—			(146	)		11			994


Total operating expenses		107,743			142,407			104,967			30,006			19,416			61,325			60,790


Operating (loss) profit		24,164			(3,509	)		18,797			(22,804	)		24,724			90,540			74,944
Non-operating expenses:
Interest expense		48,024			48,887			48,090			7,350			—			—			—
Other expense (income)		285			445			80			212			(128	)		238			758


(Loss) earnings before income taxes		(24,145	)		(52,841	)		(29,373	)		(30,366	)		24,852			90,302			74,186
(Benefit) provision for income taxes		(10,775	)		(7,040	)		(11,705	)		(8,250	)		8,728			34,277			26,626


Net (loss) earnings	$	(13,370	)	$	(45,801	)	$	(17,668	)	$	(22,116	)	$	16,124		$	56,025		$	47,560




Cash flow data (in thousands):
Net cash provided by (used in) operating activities	$	28,267		$	10,244		$	(9,790	)	$	(16,594	)	$	(5,295	)	$	36,539		$	54,423
Net cash used in investing activities		(7,389	)		(7,698	)		(13,011	)		(756,155	)		(1,463	)		(2,312	)		(2,407	)
Net cash (used in) provided by financing activities		(3,661	)		(3,350	)		(2,875	)		804,466			6,758			(34,227	)		(52,016	)
Capital expenditures		(4,305	)		(7,698	)		(13,011	)		(1,539	)		(1,463	)		(2,312	)		(1,443	)

	CONSOLIDATED								COMBINED

	Balance at December 31,								Balance at June 30,
	2013		2012		2011		2010		Balance at November 4, 2010		2010		2009
	(Successor)		(Successor)		(Successor)		(Successor)		(Predecessor)		(Predecessor)		(Predecessor)
Balance sheet data (in thousands):
Cash	$	21,253	$	4,206	$	4,935	$	31,701	$	—	$	—	$	—
Total current assets		127,296		129,143		118,149		110,831		100,786		112,195		77,704
Total assets(1)		832,247		880,757		927,476		950,918		473,665		484,596		449,555
Total debt		553,511		553,860		554,331		554,977		—		—		—
Total liabilities		678,111		704,152		709,143		713,176		39,640		74,187		64,437
Total equity		154,136		176,605		218,333		237,742		434,025		410,409		385,118

Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations

You should read the following discussion and analysis in conjunction with our financial statements and related notes. This discussion and analysis contains forward-looking statements that are based on management's current expectations, estimates and projections about our business and operations. Our actual results may differ materially from those currently anticipated and expressed in such forward- looking statements as a result of various factors, including the factors we describe under "Cautionary note regarding forward-looking statements," "Risk factors" and elsewhere in this Annual Report.

We are a consumer products company consisting primarily of Armor All and STP, two of the most recognizable brands in the automotive aftermarket appearance products and performance chemical products categories, respectively. Armor All's current product line of protectants, wipes, tire and wheel care products, glass cleaners, leather care products, air fresheners and washes are designed to clean, shine, refresh and protect interior and exterior automobile surfaces. STP's offering of oil and fuel additives, functional fluids and automotive appearance products has a broad customer base ranging from professional racers to car enthusiasts and "Do-it-Yourselfers." Our brands offer multiple automotive appearance and performance chemical products that can be found in most of the major developed countries around the world. We have a diversified geographic footprint with direct operations in the United States, Canada, Mexico, Australia, the United Kingdom and China and distributor relationships in approximately 50 countries.

The STP brand has been characterized by a commitment to technology, performance and motor sports partnerships for over 50 years. Regular use of STP additives as part of basic maintenance helps engines run better by boosting the cleaning performance of gas and saving gas by keeping fuel intake systems clean. We believe the STP brand's fuel and oil additives, functional fluids and automotive appearance products benefit from a rich heritage in the car enthusiast and racing scenes.

The Company was formerly known as The AutoCare Products Business, excluding the Prestone and YPF licensed brands, a business of The Clorox Company ("Clorox") that operated through various Clorox wholly owned or controlled legal entities throughout the world.

The general economic environment in our primary markets has stabilized in the latest 12 to 18 months allowing for moderate growth in the appearance and performance chemical products categories. We believe the current economic environment and category growth trends are indicative of sustaining trends. We also believe the trend toward an aging car fleet in our primary markets has reached its height and will likely decrease somewhat as sales of new cars increased as the economy stabilized.

We believe innovation is an important contributor to category growth because new product introductions stimulate consumer interest in the category by fulfilling unmet consumer needs and bringing attention to the appearance and performance chemical products categories. Truly innovative products have a history of driving category growth in appearance and performance chemical products. We continue to introduce new products and invest in advertising and promotion to elevate engagement of our customers and consumers with our brands.

Competition remains intense in the categories we serve. Recently, smaller brands in both the appearance and performance chemical products categories continued to have success gaining market share. Established brands continue to invest significant resources in advertising campaigns and with trade partners on promotional activities. While we believe our brands and customer relationships are strong, there is no assurance we will be able to maintain or improve our current competitive position.

Management reviews and analyzes several key performance indicators in order to manage our business and assess the quality of, and potential variability of, our earnings and cash flows. These key performance indicators include:

Our sales are typically higher in the first half of the calendar year as our customers purchase stock for the spring and summer seasons when weather is warmer in the northern hemisphere than in the fall and winter months. This pattern is largely reflective of our customers' seasonal purchasing patterns, as well as the timing of our promotional activities. Weather can also influence consumer behavior, especially for appearance products. Our appearance products sell best during warm, dry weather, and sell less strongly if weather is cold and wet.

Net sales for our North America segment include products marketed and sold to customers in the United States and Canada. Our International segment represents net sales to all other regions outside of the United States and Canada, primarily being Europe, Australia and Latin America. The following table summarizes our net sales for the years ended December 31, 2013 and 2012 (in thousands, except percentages):

	Year ended December 31,				Change from Prior Year						% of Net Sales

	2013		2012		$			%			2013			2012
Net sales
North America:
Armor All products	$	153,147	$	163,679	$	(10,532	)		-6	%		53	%		53	%
STP products		54,985		60,875		(5,890	)		-10	%		19	%		20	%
Other brands		7,033		7,913		(880	)		-11	%		2	%		3	%


Total North America		215,165		232,467		(17,302	)		-7	%		74	%		76	%
International		74,791		74,001		790			1	%		26	%		24	%


Consolidated net sales	$	289,956	$	306,468	$	(16,512	)		-5	%

In North America, approximately $10.5 million of the decrease in net sales for 2013 as compared to 2012 was driven by our Armor All products which were impacted by the much colder and wetter weather conditions in the first half of 2013 as compared to the much warmer and drier conditions in 2012. Additionally, volume related to the sale of our holiday gift pack at one retailer was down year over year and drove most of the decline in the fourth quarter. STP was impacted in part due to one less promotional event in the third quarter of 2013 as compared to 2012. Both brands were also impacted by reductions in inventory levels by certain of our customers in the first half of 2013.

The International net sales increase in 2013 as compared to 2012 was primarily driven by the continued momentum of our international growth strategy especially in our export business to Latin America and Asia as well as the addition of a new product line in Europe as the result of an acquisition. Our business in Australia was negatively impacted by unfavorable foreign exchange.

Our gross profit for the years ended December 31, 2013 and 2012 are as follows (in thousands, except percentages):

Gross profit dollars in 2013 were $7.0 million lower than 2012 mainly due to the impact of reduced volume and lower royalty income as a result of management's decision to exit several licensing contracts. Gross profit as a percentage of net sales increased 0.2% in 2013 as compared to 2012 mainly due to improvements in freight and warehousing costs as 2012 included excess costs to transition to a standalone company. Partially offsetting the freight and warehousing favorability was the impact of lower volume on the fixed elements of cost of goods sold.

Selling and administrative expense, advertising costs, and research and development costs

Our selling and administrative expenses, advertising costs, and research and development costs for the years ended December 31, 2013 and 2012 are as follows (in thousands, except percentages):

The decrease in the selling and administrative expenses in 2013 as compared to 2012 of $7.6 million was primarily due to the elimination of excess costs of $13.0 million incurred in 2012 versus $3.9 million incurred in 2013 related to the transition to a standalone company. The lower selling and administrative costs is due to our business reaching its expected selling and administrative cost structure to support growth initiatives.

The decrease in our advertising costs in 2013 as compared to 2012 of $3.3 million was primarily due to lower production costs and other discretionary costs related to advertising.

The increase in our research and development costs in 2013 as compared to 2012 of $0.3 million was primarily due our business reaching its expected research and development cost structure mainly to support new product growth initiatives.

table summarizes our net sales for the years ended December 31, 2012 and 2011 (in thousands, except percentages):

	Year ended December 31,				Change from Prior Year						% of Net Sales

	2012		2011		$			%			2012			2011
Net sales
North America:
Armor All products	$	163,679	$	143,903	$	19,776			14	%		53	%		51	%
STP products		60,875		60,079		796			1	%		20	%		21	%
Other brands		7,913		8,132		(219	)		-3	%		3	%		3	%


Total North America		232,467		212,114		20,353			10	%		76	%		75	%
International		74,001		69,203		4,798			7	%		24	%		25	%


Consolidated net sales	$	306,468	$	281,317	$	25,151			9	%

In North America, approximately $19.8 million of the increase in net sales for 2012 as compared to 2011 was driven by volume related to the launch of new Armor All and STP products and product extensions, with the remaining growth being principally on account of a price increase that was effective June 2011 across both product lines. The increase in the volume of Armor All sales was aided by the warmer and drier weather conditions in much of North America for the early part of 2012. Our investments in racing sponsorships and advertising spend on television, print and online also contributed to our growth. Partially offsetting this new product growth and price increase was the base business decline of STP in the first half of 2012. This trend was reversed in the second half of 2012 primarily as a result of the introduction of new STP products and additional promotional activities.

The International net sales increase in 2012 as compared to 2011 was primarily driven by the continued momentum of our international growth strategy.

Our gross profit for the years ended December 31, 2012 and 2011 are as follows (in thousands, except percentages):

Gross profit in 2011 included the amortization of inventory step-up resulting from purchase accounting stemming from the Acquisition in November 2010. Excluding the impact of that purchase accounting, gross profit as a percentage of net sales for 2011 would have been 45.6%. As discussed above, the impact of the excess freight and warehousing costs negatively impacted our gross profit in 2012. Excluding the excess freight and warehousing costs, the gross profit rates for 2012 would have been approximately 46.9%.

The increase in the cost of products sold is primarily driven by higher sales volumes in 2012 as compared to 2011. We have experienced higher freight and warehouse costs in 2012 as compared to 2011 in part because we have maintained higher average inventory levels as we worked to establish our new supply chain model and information systems independent of Clorox. Further, our overall product costs have been favorably impacted as a result of favorable commodity costs, negotiated reductions in the costs of purchased materials and products, and process improvements.

Selling and administrative expense, advertising costs, and research and development costs

Our selling and administrative expenses, advertising costs, and research and development costs for the years ended December 31, 2012 and 2011 are as follows (in thousands, except percentages):

The increase in the selling and administrative expenses in 2012 as compared to 2011 was due to a redundancy in our workforce as we transitioned from the Clorox Transition Services Agreement ("TSA") to our permanent selling, marketing, finance and administrative staff. This overlap resulted in additional costs of $5.4 million. In addition to these transitional costs, there are $3.7 million of expenses related to our new ERP system during 2012. These redundant costs have declined each quarter in 2012 and are expected to be minimal in 2013. Offsetting these costs on a year over year basis is the overall reduction in the TSA costs as we transition to a standalone company.

The increase in our advertising costs in 2012 as compared to 2011 was primarily due to the increase in spending related to reinvigoration of the STP brand.

The decrease in our research and development costs in 2012 as compared to 2011 was primarily due to the July 1, 2011 cessation of research and development services rendered by Clorox under the TSA.

During the fourth quarter of 2012, we revised our pricing structure for intercompany purchases and sales of goods ("Intercompany Pricing"). The change in Intercompany Pricing had the effect of increasing the cost of intercompany purchases in our Europe, Middle East and Africa reporting unit, our Australia and New Zealand reporting unit and our Latin America and Asia reporting unit. These increased costs of intercompany purchases are offset by increased value of intercompany sales from our North America reporting unit. As a result of this change in Intercompany Pricing, when we determined the fair value of the assets and liabilities of our reporting units in the first step of the goodwill impairment test as described in Part II. Item 8. Note 1 to the financial statements the fair value of our Europe, Middle East and Africa reporting unit and Australia and New Zealand reporting unit were lower than the carrying values of those reporting units. This apparent diminishment in value resulted primarily from the change in the Intercompany Pricing structure. After completing the second step of the goodwill impairment test as described in Item 8. Note 1 to the financial statements, we recorded a $24.1 million non-cash goodwill impairment charge.

The future occurrence of a potential indicator of additional impairment, such as declining net sales or margins caused by competition, changing consumer preferences, technological advances or reductions in advertising and promotional expenses, a decrease in expected net earnings, adverse market conditions, a decline in current market multiples, a significant adverse change in legal factors or business climates, an adverse action or assessment by a regulator, unanticipated competition, strategic decisions made in response to economic or competitive conditions, or a more-likely-than-not expectation that a reporting unit or a significant portion of a reporting unit will be sold or disposed of, could require an interim assessment for some or all of the reporting units before the next required annual assessment. In the event of significant adverse changes of the nature described above, we might have to recognize an additional non-cash impairment of goodwill or other of our long-lived assets.

A reconciliation of the statutory federal income tax rate to our effective tax rate on (loss) earnings before income taxes is summarized as follows:



Statutory federal tax rate	35.0	%	35.0	%	35.0	%
Non-deductible impairment of goodwill	—		(12.3	)	—
State taxes (net of federal tax benefits)	6.8		(1.9	)	0.8
Foreign rate differential	(1.3	)	(3.0	)	2.9
Domestic production activities deduction	0.8		0.6		—
Acquisition related	—		0.4		(0.6	)
Change in Valuation Allowance	(2.3	)	—		—
UK interest deduction	1.8		—		—
Other differences	3.8		(5.5	)	1.7


Effective tax rate	44.6	%	13.3	%	39.8	%

Our effective benefit rate for 2013 differs from the statutory tax rate primarily due to state taxes. Our effective benefit rate for 2012 differed from the statutory tax rate primarily due to the non-deductibility of goodwill impairment charges. Other items impacting our effective benefit rate relate primarily to differences in the foreign rates when compared to the statutory rate, adjustments resulting from the filing of the income tax returns, and changes in valuation allowance in certain foreign jurisdictions.

At December 31, 2013, we have a net deferred tax liability of $86.0 million arising from differences between book and tax carrying amounts of intangible and other long-lived assets. Deferred tax assets, within that net liability, result from book and tax differences in certain Acquisition related items, inventory costs, accruals and reserves and net operating loss carry-forwards. As of December 31, 2013, the Company had aggregate foreign net operating losses of approximately $10.0 million.

Our principle sources of liquidity are our cash of $21.3 million as of December 31, 2013, and our $50.0 million revolving credit loan which is fully available to us as of December 31, 2013. Our principle source of operating cash in-flows is from sales of product to customers. Our principle operating cash out-flows relate to the purchase and production of inventory and related costs, advertising, selling and administrative expenses, and capital expenditures. Approximately $6.4 million of our cash is held by foreign subsidiaries to fund their working capital needs. Excess cash abroad is repatriated largely without restriction to fund domestic operations.

We believe that, as of December 31, 2013, cash on hand, cash expected to be generated from future operating activities and cash available under the Revolving Credit Facility will be sufficient to fund our operations, including contractual obligations and capital expenditures for the next 12 months. During the years ended December 31, 2013 and 2012, net cash generated in operations and borrowed funds under our Revolving Credit Facility were sufficient to service our debts and other obligations and fund seasonal and other cash flow requirements. As of December 31, 2013, we expect that we will generate cash from the underlying operations of the business and we will be able to obtain needed funds under the Revolving Credit Facility when requested. However, in the event that funds are not available from our operating activities or from the Revolving Credit Facility, we may have to delay certain business initiatives and adjust our strategy accordingly.

On March 17, 2014, we invested $11.3 million to acquire a non-controlling equity interest in IDQ Acquisition Corp. ("IDQ" or "IDQ Investment"). The investment was funded from our available cash on hand and was comprised of $10.0 million to purchase common stock of IDQ and $1.3 million for fees and expenses related to the IDQ Investment (of which $0.3 million was paid to a director of the Company). In conjunction with the IDQ Investment, we amended the agreement governing our revolving credit loan to exclude fees and expenses related to the IDQ Investment including potential future costs related to pursuit of cost savings, expense reductions and other operating improvements and synergies related to the IDQ Investment.

Net cash provided by operating activities of $28.3 million for the year ended December 31, 2013 was primarily attributable to our net loss of $13.4 million and a decrease in net operating assets of $8.2 million offset by non-cash charges of $33.4 million for depreciation and amortization of our long lived, tangible and intangible assets, deferred financing costs and debt discount amortization. Net cash provided by operating activities of $10.2 million for the year ended December 31, 2012 was primarily attributable to our net loss of $45.8 million and an increase in net operating assets of $4.7 million, more than offset by non-cash charges of $60.7 million for depreciation and amortization of our long lived, tangible and intangible assets, goodwill impairment charge, deferred financing costs and debt discount amortization. Net cash used in operating activities of $9.8 million for the year ended December 31, 2011 was primarily attributable to our net loss of $17.7 million and an increase in net operating assets of $23.9 million, partially offset by non-cash charges of $31.8 million.

The decrease in our operating assets in 2013 was comprised of a decrease of $9.0 million in accounts receivable which was attributable to better collection efforts and the result of the transition of receivables team from Clorox; a decrease in inventories of $9.3 million which was attributable to our efforts to reduce inventory levels and a decrease of $10.6 in accounts payable and accrued liabilities largely in part due to a lower interest accrual resulting from less borrowings against the Company's revolver and reduced trade accruals.

Our cash flows in operating activities includes significant interest payments attendant to our Credit Facilities and our Term Loan. Cash we paid for interest decreased to $43.1 million in the year ended December 31, 2013 as compared $45.3 million in 2012. Substantial interest payments will continue for the term of our indebtedness. Cash income tax payments decreased to $4.1 million in the year ended December 31, 2013 as compared to $8.2 million in 2012.

Net cash used in investing activities of $7.4 million for year ended December 31, 2013 and $7.7 million for the year ended December 31, 2012 was comprised of capital expenditures and in 2013 $3.8 million for an acquisition made in Europe in the third quarter. Capital spending declined to 1.5%

of net sales in 2013 as compared to 2.5% of net sales in 2012 and is largely attributable to the decline in requisite activity related to our ERP system implementation.

Net cash used in financing activities of $3.7 million for the year ended December 31, 2013 included seasonal borrowings and repayments on our Revolving Credit Facility and $3.0 million of principal payments on our Term Loan Facility. Net cash of $3.4 million used in financing activities for the year ended December 31, 2012 also included seasonal use of the Revolving Credit Facility, $3.0 million of principal payments on our term loan and $0.4 million of debt financing costs incurred related to amending our credit facility.

We have a significant amount of indebtedness stemming from the November 5, 2010 Acquisition. As of December 31, 2013, we have aggregate gross amount of indebtedness of approximately $566.0 million, exclusive of issuance discounts, including a remaining $291.0 million owed on our Term Loan having quarterly principal payments of $750,000 and the remaining principal maturing in November 2016, and $275.0 million in aggregate principle amount of 9.25% Senior Notes due 2018. Our significant indebtedness could affect our ability to raise additional capital to fund our operations, limit our ability to react to changes in the economy or our industry and prevent us from making debt service payments. Further, the terms of our credit agreement governing the Credit Facilities and the indenture that governs the Senior Notes contain a number of restrictive covenants that impose significant operating and financial restrictions on our current and future operations, particularly our ability to respond to changes or to take certain actions. Although such encumbrances have not proven unexpectedly burdensome to date, these restrictions may limit our ability to engage in certain financial and operational business activities that may be in our long-term best interest. For additional details related to our debts, please see Note 9 of the Notes to the Consolidated Financial Statements, "Debt", contained in Part II. Item 8. Financial Statements and Supplementary Data.

We have made significant progress since our separation from Clorox in November 2010; we are independent of Clorox with our own sales force, autonomous supply chain, and standalone administration of the business; and we are pursuing our strategy for growth with product innovation and development of our Armor All and STP brands. However, the costs to separate and operate as an independent operation proved greater than we had anticipated, and we have invested considerably in advertising and promoting the Armor All and STP brands. In light of our results during this important period, in September 2012 we entered into an amendment of our Credit Agreement, dated November 5, 2010, among Armored Auto Group Intermediate Inc. (f/k/a Viking Intermediate Inc.), the Company, the several lenders from time to time parties thereto, JPMorgan Chase Bank, N.A., as administrative agent, and the other agents parties thereto (as amended, amended and restated, supplemented or otherwise modified from time to time, the "Credit Facility") revising the maximum consolidated leverage ratio and the minimum consolidated interest coverage ratio as applicable to the Company's $50.0 million Revolving Credit Facility. The amendment to our Credit Facility did not affect our results of operations for 2012 and, although our ability to meet the revised financial ratios can be affected by events beyond our control, we expect to satisfy them.

Inflationary factors such as increases in the costs of raw materials, packaging materials, purchased product and overhead may adversely affect our operating results. Although we do not believe that inflation has had a material impact on our financial condition or results from operations since the Acquisition, a high rate of inflation in the future could have a material adverse effect on our business, financial condition or results from operations. The raw materials for the products that we produce include silicone, jet fuel, base oil and other chemicals. Our packaging includes resin products, which is sensitive to change in fuel costs, and corrugated materials. Petroleum based products, which constitute a significant portion of the costs for many of our products, have experienced significant price volatility in the past, and may continue to do so in the future. Fluctuations in oil and diesel fuel prices have also impacted the Company's cost of transporting its products. Although we take efforts to minimize the impact of inflationary factors, including raising prices to our customers, a high rate of pricing volatility associated with crude oil supplies may have an adverse effect on our operating results.

We lease various manufacturing, warehousing and office facilities under non-cancelable operating lease agreements. We also have engaged a number of third party service providers covering aspects of the administration of the business, including procurement, contract manufacturing, logistics, transportation, warehousing, software maintenance, systems support and hosting. In our marketing and brand support we employ, among other strategies, racing and rally sponsorships, and television, print, digital and online advertising. The following table presents information relating to our contractual obligations. Amounts set forth below are on an actual basis as of December 31, 2013, our most recent fiscal year end for which audited financial statements are available (in thousands). Future events could cause actual payments to differ significantly from these amounts.

	Payments due by Period

	Total		Less than 1 year		1 - 3 years		4 - 5 years		After 5 years
	(in thousands)
Debt, including interest	$	737,938	$	45,898	$	370,405	$	321,635		—
Operating leases		5,504		1,573		2,480		1,119		332
Procurement, contract manufacturing, warehousing and logistics obligations(a)		27,861		19,374		6,511		1,976		—
Software maintenance, systems support and hosting(b)		1,742		1,065		677		—		—
Sponsorship and media agreements(c)		10,466		8,801		1,665		—		—
Advisory services and monitoring(d)		6,000		1,000		2,000		2,000		1,000


Total contractual obligations(e)	$	789,511	$	77,711	$	383,738	$	326,730	$	1,332

(a): Procurement, contract manufacturing, warehousing and logistics obligations—We secure our warehousing facilities and attendant services, logistics and transportation expertise and procurement capabilities under several contracts extending into 2017. These outsourcing arrangements typically provide for a base fee and variable costs determined with reference volume or the provision of additional services, and terms providing for termination for convenience on 120 days' notice and the payment of stipulated fees and additional costs. Only fixed or base fees on an ongoing basis for the term of the contracted services are included in the contractual obligations table. Further, we have ongoing relationships with various suppliers who procure, manufacture and/or package our products ("Contract Manufacturers"). Certain of our Contract Manufacturers maintain title and control of raw materials and components, materials utilized in finished products, and of the finished products themselves until shipment to our customers or third

party distribution centers in accordance with agreed upon shipment terms. We purchase and maintain title and control of raw materials and components packaged by other of our Contract Manufacturers and are only obligated further for the services themselves. We typically do not have definitive minimum purchase obligations included in the contract terms with our Contract Manufacturers or other raw material or component suppliers. In the ordinary course of business, supply and service needs are communicated by us to our Contract Manufacturers based on orders and short-term projections, ranging typically three months. We are committed to purchase the products produced by the Contract Manufacturers based on the projections provided.

(b): Software maintenance, systems support and hosting—We outsource much of our information technology infrastructure. These arrangements typically provide for a base or fixed fee and additional costs associated with added systems users and supplementary services, and terms providing for early contract termination with notice and the payment of stipulated fees. Only fixed or base fees on an ongoing basis for the term of the contracted services are included in the above contractual obligations table.
(c): Sponsorship and media agreements—Our marketing campaigns rely heavily on racing and rally sponsorships, promotional events and television, print and online advertising. Sponsorship commitments extend into 2014 and our firm media plan through 2016.
(d): Advisory Services and Monitoring Agreement—Under our Advisory Services and Monitoring Agreement, Avista is providing us ongoing advisory services with respect to strategic business plans, corporate development and financial monitoring.
(e): Amounts reflected on our consolidated balance sheet as accounts payable, accrued expenses and other liabilities are excluded from the contractual obligation table.

Subsequent to December 31, 2013, there have been no material changes to our contractual obligations that are outside the normal course of business.

The Company is subject to various lawsuits and claims relating to issues such as contract disputes, product liability, patents and trademarks, advertising, employee and other matters. Although the results of claims and litigation cannot be predicted with certainty, it is the opinion of management that the ultimate disposition of these matters will not have a material adverse effect, individually or in the aggregate, on the Company's financial statements taken as a whole.

Preparation of financial statements in conformity with GAAP requires us to make estimates and assumptions that affect the amounts reported in the Consolidated Financial Statements and accompanying notes. These estimates are based on our best knowledge of current events and actions we may undertake in the future.

Estimates are used in accounting for, among other items, consumer and trade promotion accruals, future product volume and pricing estimates, future cost trends, credit worthiness of customers, allowance for excess and obsolete inventory, share based compensation costs, valuation of acquired intangible assets, useful lives for depreciation and amortization of long lived assets, future cash flows associated with impairment testing for goodwill and indefinite-lived intangible assets, uncertain income tax positions, contingencies and allowance for doubtful accounts. Actual results may ultimately differ from our estimates, although we do not generally believe such differences would materially affect the financial statements in any individual year. However, in regard to ongoing impairment testing of goodwill and indefinite-lived intangible assets, significant deterioration in future cash flow projections or other assumptions used in valuation models, versus those anticipated at the time of the valuations,

could result in impairment charges that may materially affect the financial statements in a given year. As to our receivables, the loss of a single significant customer to bankruptcy or otherwise leading to a bad debt write-off could materially affect the financial statements in a given year. Similarly, an unexpected write-off or obsolescence of an item or category of inventory or a material litigation, regulatory or other proceeding against us could materially affect the financial statements.

We believe certain estimates described above are incorporated into our Critical Accounting policies as follows:

Sales are recognized as revenue when: (i) persuasive evidence of a firm sales arrangement exists; (ii) the product has been shipped and the customer takes ownership, which can be on the date of shipment or the date of receipt by the customer, and assumes the risk of loss; (iii) the selling price is fixed or determinable; and (iv) collection of the resulting receivable is reasonably assured. Sales are recorded net of allowances for cash discounts, trade promotions, and damaged goods at the time of the sale based upon customer terms and our historical experience in the same period that the revenue is recognized.

Trade promotions, consisting primarily of customer pricing allowances, merchandising funds and consumer coupons, are offered through various programs to customers and consumers. Sales are recorded net of trade promotion spending, which is accrued at the time of the sale. Most of these arrangements have terms of approximately one year. Accruals for expected payouts under these programs are included as accrued expenses and other liabilities in the Consolidated Balance Sheets.

Trade accruals are calculated based primarily on historical rates and consideration of recent promotional activities. We maintain liability reserves at the end of each financial reporting period for the estimated expenses incurred, but unpaid for these programs. The determination of accrued trade and the related liabilities require us to use judgment for estimates that include current and past trade promotion spending patterns, status of trade promotion activities and the interpretation of historical spending trends by customer and category. We review our assumptions and adjust our reserves accordingly on a quarterly basis. We believe that the estimation methodologies employed, combined with the nature of the promotional campaigns, make the likelihood remote that our obligation would be misstated by a material amount. However, our financial statements could be materially impacted if the actual promotion rates are different from the estimated rates. Our related trade and promotional expense accrual as of December 31, 2013 was $8.8 million as compared to $9.0 million as of December 31, 2012. If our accrual estimates for expected trade payouts at December 31, 2013 were to differ by 10%, the impact on net sales would be approximately $0.9 million.

Cost of products sold is primarily comprised of direct materials and supplies consumed in the manufacture of product, as well as manufacturing labor, depreciation expense and direct overhead expense necessary to acquire and convert the purchased materials and supplies into finished product. Cost of products sold also includes the cost to distribute products to customers, inbound freight costs, internal transfer costs, warehousing costs and other shipping and handling activity.

Under GAAP, shipping and handling costs may be reported as either a component of cost of products sold or selling and administrative expenses. We report such costs, primarily related to warehousing and outbound freight, in the Consolidated Statements of Comprehensive Loss as a component of cost of products sold. Accordingly, our gross profit margin is not comparable with the gross profit margin of those companies that include shipping and handling charges within their selling and administrative expenses.

Inventories include materials, direct labor, and related manufacturing overhead, and are stated at the lower of cost (on a first-in, first-out or average cost basis) or market. Accordingly, we reduce our inventories for the decrease of value resulting from product obsolescence, damage or other issues affecting marketability equal to the difference between the cost of the inventory and its estimated market value. Factors utilized in the determination of estimated market value include (i) current market conditions and sales data, (ii) historical buying patterns and return rates, (ii) estimates of future demand, (iii) competitive pricing pressures, (iv) new product introductions, and (v) component and packaging obsolescence. A significant change in customer demand or market conditions could render certain inventory obsolete and thus could have a material impact on our operating results in the period the change occurs. At December 31, 2013, we reported $34.0 million of inventories, net of our allowance for obsolescence of $2.3 million as compared to a $2.0 million obsolescence allowance on $42.4 million of inventories at the end of 2012. If our allowance for obsolescence at December 31, 2013 were to differ by 10%, the impact on inventories and gross profit would be approximately $0.2 million.

Our effective tax rate is based on income by tax jurisdiction, statutory tax rates and tax planning opportunities available to us in the various jurisdictions in which we operate. Significant judgment is required in determining our effective tax rate and in evaluating our tax positions.

We provide for uncertain tax positions when such tax positions do not meet certain recognition thresholds or measurement standards. Amounts for uncertain tax positions are adjusted in quarters when new information becomes available or when positions are effectively settled.

United States federal income tax expense is provided on remittances of foreign earnings and on unremitted foreign earnings that are not indefinitely reinvested. United States income taxes and foreign withholding taxes are not provided when foreign earnings are indefinitely reinvested. We determine whether our foreign subsidiaries will invest their undistributed earnings indefinitely and reassesses this determination on a periodic basis. A change to our determination may be warranted based on our experience as well as plans regarding future international operations and expected remittances. Changes in our determination would likely require an adjustment to the income tax provision in the quarter in which the determination is made.

A significant change in local tax legislation, market conditions or our performance against the projections used in arriving at our effective tax rate could have a material impact on our provision for income taxes in the period the change occurs. At December 31, 2013, we reported a tax benefit of $10.8 million in our Consolidated Statement of Comprehensive Loss. If our provision for income taxes at December 31, 2013 were to differ by 10%, the impact on our net loss would be approximately $1.1 million.

Goodwill impairment occurs when the carrying amount of one of our reporting unit's goodwill exceeds its implied fair value. We would then record an impairment charge being the difference between the carrying amount and the implied fair value of the reporting unit's goodwill. For trademarks and brand intangible assets with indefinite lives, impairment occurs when the carrying amount of an asset is greater than its estimated fair value and an impairment charge is recorded for the difference between the carrying amount and the fair value. Our estimates of fair value are based primarily on a discounted cash flow approach and supplemented by a market based approach. Significant judgment is necessary in the preparation of assumptions and estimates inherent in such valuation approaches, particularly with respect to the determination of future volumes, revenue and expense growth rates, changes in working capital use, foreign-exchange rates, inflation, the selection of an appropriate discount rate and the calculation of an average earnings before interest, tax,

depreciation and amortization ("EBITDA") multiple of a selected public-company peer group. In particular, the discount rates we utilize in these analyses, as well as expectations for future cash flows, may be influenced by such factors as changes in interest rates, rates of inflation and changes in regional risk. We test our goodwill and trademark and brand intangible assets with indefinite lives annually on October 1st unless there are indications during a different interim period that these assets may have become impaired.

Our property, plant and equipment and finite-lived intangible assets are stated at cost less accumulated depreciation and amortization. We calculate depreciation and amortization expenses by the straight-line method using estimated useful lives of the related assets. We review property, plant and equipment and finite-lived intangible assets for impairment whenever events or changes in circumstances occur that indicate that the carrying amount of an asset or asset group may not be recoverable. Our impairment review is based on an estimate of the undiscounted cash flows at the lowest level for which identifiable cash flows exist and impairment occurs when the book value of the asset group exceeds the estimated future undiscounted cash flows generated by the asset group. When impairment is indicated, a charge is recorded for the difference between the book value of the asset group and its fair value. Depending on the asset or asset group, estimated fair value may be determined either by use of a discounted cash flow model or by reference to estimated selling values of assets in a similar condition.

Our fourth quarter 2012 change in Intercompany Pricing had the effect of increasing the cost of intercompany purchases in our Europe, Middle East and Africa reporting unit, our Australia and New Zealand reporting unit and our Latin America and Asia reporting unit, while increasing the value of intercompany sales from the Company's North America reporting unit. As a result of this change in Intercompany Pricing, when the Company determined the fair value of our reporting units in the first step of the goodwill impairment test as described in Part II. Item 8. Note 1 to the financial statements, the fair value of our Europe, Middle East and Africa reporting unit and our Australia and New Zealand reporting unit were lower than the carrying values of those reporting units. This decrease in value resulted primarily from the change in the Intercompany Pricing structure. After completing the second step of the goodwill impairment test as described in Part II. Item 8. Note 1 to the financial statements, we recorded a $24.1 million non-cash goodwill impairment charge. For more information, see Part II. Item 8. Notes 1 and 7 to the financial statements.

Based on our fourth quarter 2012 analysis, the estimated fair values of our North America ("NA") reporting and our Latin America, Asia ("LAA") and rest of world reporting unit were 76.0% and 66.0% higher, respectively, than their carrying values, including goodwill. The estimated fair values of our Europe, Middle East and Africa ("EMEA") reporting unit and our Australia and New Zealand ("AUZ")reporting unit, however, were 43.0% and 19.0% below their carrying values, including goodwill after impairment charges. This results because of the reduction in fair value of certain finite lived assets within the Europe, Middle East and Africa reporting unit and within the Australia and New Zealand reporting unit, while the asset groups that contain the long-lived assets of those reporting units continue to have undiscounted cash flows in excess of their carrying value. Under GAAP, impairment of finite lived assets only occurs when the carrying value of an asset or asset group exceeds estimated undiscounted cash flows of the asset or asset group. At October 1, 2013, the estimated fair values of our NA, LAA, EMEA and AUZ reporting units exceeded their respective carrying values by 9.0%, 149.0%, 27.0% and 16.0%, respectively.

In addition, during the fourth quarter of 2012 the Company determined the fair value of its Armor All and STP trademarks and brand intangible assets. The Company estimates the fair value of these assets using a relief from royalty method under an income approach as described in Note 1. The key assumptions for this method are revenue projections, a royalty rate and a discount rate. Based on our analysis, the estimated fair value of the indefinite lived Armor All and STP trademarks and brands were 43.0% and 24.0% higher, respectively, than their historical book values and no impairment charge

was required. At October 1, 2013, the estimated fair values of Armor All and STP trademarks and brand intangible assets exceeded their respective carrying values by 31.0% and 18.0%, respectively.

The Company also evaluated the recoverability of its customer relationships and licensing arrangements intangible assets as well as its tangible, long lived assets. When there is prevalent indication of an impairment of a finite and long-lived asset or asset group, the Company tests for recoverability by comparing the carrying value of an asset or asset group to their undiscounted cash flows. However, the Company concluded there was not a prevalence of evidence any impairment was present at the asset group level for any of its definite lived assets.

As an "emerging growth company," we have made an irrevocable decision to opt out of available extended transition periods for complying with new or revised accounting standards. As a result, we will comply with new or revised accounting standards on the relevant dates on which adoption of such standards is required for non-emerging growth companies.

In February 2013 the FASB issued ASU No. 2013-04—Obligations Resulting from Joint and Several Liability Arrangements for Which the Total Amount of the Obligation Is Fixed at the Reporting Date (ASU 2013-04). The ASU requires reporting and disclosure about obligations resulting from joint and several liability arrangements within its scope for which the total amount of the obligation is fixed at the reporting date. For the Company, ASU 2013-04 is effective January 1, 2014 for fiscal year 2014 and interim periods therein. The guidance in ASU 2013-04 is to be applied retrospectively for those obligations resulting from joint and several liability arrangements within its scope that exist at January 1, 2014. Adoption of ASU 2013-04 is not expected to have a material impact on the Company.

In September 2013, Treasury and the Internal Revenue Service issued final regulations regarding the deduction and capitalization of expenditures related to tangible property. The final regulations under IRC Section 162, 167 and 263(a) apply to amounts paid to acquire, produce, or improve tangible property as well as dispositions of such property and are generally effective for tax years beginning on or after January 1, 2014. We have evaluated these regulations and determined they will not have a material impact on our consolidated results of operations, cash flows or financial position.

In July 2013 the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2013-11—Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward exists (ASU 2013-11). The ASU requires an unrecognized tax benefit, or a portion of an unrecognized tax benefit, to be presented in the financial statements as a reduction to a deferred tax asset for a net operating loss carryforward, a similar tax loss, or a tax credit carryforward, with an exception in certain circumstances where an unrecognized tax benefit, or portion thereof, is to be presented in the financial statements as a liability. ASU 2013-11 is effective for the Company January 1, 2014 for fiscal year 2014 and interim periods therein. The guidance in ASU 2013-11 is to be applied prospectively to all unrecognized tax benefits that exist at January 1, 2014. The Company adopted the provisions of ASU 2013-11 in 2013 (see Note 15).

In February 2013, the FASB issued ASU 2013-02—Comprehensive Income (Topic 220): Reporting of Amounts Reclassified out of Accumulated Other Comprehensive Income (ASU 2013-02). Substantially all of the information that this update requires already is required to be disclosed elsewhere in financial statements under U.S. GAAP. However, the new requirement to present information about amounts reclassified out of accumulated other comprehensive income and their corresponding effect on net income will present, in one place, information about significant amounts reclassified and, in some cases, cross-references to related footnote disclosures.

During July 2012, the FASB issued ASU 2012-02 Intangibles—Goodwill and Other (Topic 350) Testing Indefinite-Lived Intangible Assets for Impairment (ASU 2012-02) which was intended to reduce the cost and complexity of performing an impairment test for indefinite-lived intangible assets by simplifying how the Company tests those assets for impairment and to improve consistency in impairment testing guidance among long lived asset categories. Under ASU 2012-02, the Company has the option first to assess qualitative factors to determine whether it is more likely than not that an indefinite-lived intangible asset is impaired as a basis for determining whether it is necessary to perform the quantitative impairment test in accordance with Subtopic 350-30, Intangibles—Goodwill and Other—General Intangibles Other than Goodwill. The more-likely-than-not threshold is defined as having a likelihood of more than 50 percent. The Company also has the option to bypass the qualitative assessment for any indefinite-lived intangible asset in any period and proceed directly to performing the quantitative impairment test. The Company will be able to resume performing the qualitative assessment in any subsequent period.

In December 2011, the FASB issued ASU No. 2011-11, "Balance Sheet (Topic 210): Disclosures about Offsetting Assets and Liabilities" ("ASU 2011-11") to amend the requirement for an entity to disclose information about offsetting and related arrangements to enable users of its financial statements to understand the effect of those arrangements on its financial position. An entity should provide the disclosures required by those amendments retrospectively for all comparative periods presented. Adoption of 2011-11 did not have an impact on the Company.

We are exposed to market risks that may impact our financial statements due primarily to foreign currency exchange risk, changing interest rates, concentration of business in large customers and fluctuations in commodity prices.

We sell our products in many countries outside of the United States and, as such, are exposed to foreign currency exchange risk. However, our foreign currency exchange exposure is limited due to the concentration of our revenues and profitability in the United States. Additionally, our net sales are typically earned in the same currency in which we incur our expenses in the United States and Europe, which also mitigates for foreign exchange exposure. Given management's belief that our business faces limited foreign exchange risk, we currently do not have any currency hedging programs in place; however, we will continue to assess our foreign exchange risk management strategy as our business outside of the United States grows.

We are exposed to interest rate risk associated with our debt instruments. As of December 31, 2013, we have $566.0 million of total debt outstanding, excluding $50.0 million of unused and available commitments under the Revolving Credit Facility, of which $291.0 million bear interest at a variable a rate of the sum of (i) the greater of LIBOR or 1.75% and (ii) 4.25%. As LIBOR is currently more than one percentage point less than 1.75%, even a one percentage point change on our variable rate debt would not have affected our interest expense for the year ended December 31, 2013. However, if six month LIBOR, for example, were 1.5 percentage points higher during the year ended December 31, 2013 and 2012 our interest expense would have increased approximately $0.2 million and $0.6 million, respectively for the periods. We currently do not have any interest rate swaps; however, we continually assess our interest rate risk for purposes of determining whether interest rate swaps would be consistent with our overall risk management strategy.

We have significant penetration of our products into flagship retailers and our top seven largest customers represented approximately 66%, 69% and 65% of U.S. net sales for the years ended December 31, 2013, 2012 and 2011, respectively. We had one customer (Wal-Mart) who represented more than 10% of total net sales, specifically 20%, 19% and 20% of total net sales in the years ended December 31, 2013, 2012 and 2011, respectively.

The raw materials for the products that we produce in the U.S. and the United Kingdom include silicone, jet fuel, base oil and other chemicals. Our packaging includes resin products, which is sensitive to change in fuel costs, and corrugated materials. Our profitability is sensitive to changes in the costs of these commodities caused by changes in supply or other market conditions, over which we have little or no control. Increases in the cost of energy, transportation and other necessary supplies or services, including the cost of diesel or jet fuel, may also harm our profits and operating results. During 2013 we experienced an increase in the prices of certain commodities which negatively impacted our margins, most notably in resins, silicone materials and corrugate, while our commodity prices improved in 2012 versus 2011.

We have audited the accompanying consolidated balance sheets of Armored AutoGroup Inc. as of December 31, 2013 and 2012, and the related consolidated statements of comprehensive loss, shareholder's equity and cash flows for each of the three years in the period ended December 31, 2013. These financial statements are the responsibility of management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. We were not engaged to perform an audit of the Company's internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used, and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of Armored AutoGroup Inc. at December 31, 2013 and 2012, and the consolidated results of its operations and its cash flows for each of the three years in the period ended December 31, 2013 in conformity with U.S. generally accepted accounting principles.

Armored AutoGroup Inc.

CONSOLIDATED BALANCE SHEETS

(In thousands, except per share amounts)

	December 31, 2013			December 31, 2012

ASSETS
Current assets:
Cash	$	21,253		$	4,206
Accounts receivable, net		62,210			69,602
Inventories		34,043			42,444
Other current assets		9,790			12,891


Total current assets		127,296			129,143
Property, plant and equipment, net		28,936			31,473
Goodwill		358,826			362,216
Intangible assets, net		313,470			352,905
Deferred financing costs and other assets, net		3,719			5,020


Total assets	$	832,247		$	880,757




LIABILITIES AND SHAREHOLDER'S EQUITY
Current liabilities:
Accounts payable	$	8,128		$	13,158
Accrued expenses and other current liabilities		23,455			28,571
Due to Clorox		91			137
Due to Parent		745			795
Current portion of long-term debt, less discount		71			279


Total current liabilities		32,490			42,940
Long-term debt, less discount and current portion		553,511			553,581
Other liability		2,500			2,500
Deferred income taxes		89,610			105,131


Total liabilities		678,111			704,152
Commitments and contingencies (Note 11)
Shareholder's Equity:
Common stock ($0.01 par value, one thousand shares authorized, one thousand shares issued and outstanding at December 31, 2013 and 2012)		—			—
Additional paid-in capital		261,040			260,750
Accumulated deficit		(98,955	)		(85,585	)
Accumulated other comprehensive (loss) income		(7,949	)		1,440


Total shareholder's equity		154,136			176,605


Total liabilities and shareholder's equity	$	832,247		$	880,757

The accompanying notes are an integral part of these consolidated financial statements.

Armored AutoGroup Inc.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

(In thousands)

	Year ended December 31, 2013			Year ended December 31, 2012			Year ended December 31, 2011

Net sales	$	289,956		$	306,468		$	281,317
Cost of products sold		158,049			167,570			153,114
Cost of products sold—acquisition related		—			—			4,439


Gross profit		131,907			138,898			123,764
Operating expenses:
Selling and administrative expenses		40,694			48,306			40,240
Advertising costs		27,787			31,072			24,699
Research and development costs		2,474			2,211			2,307
Amortization of acquired intangible assets		36,788			36,701			36,701
Goodwill impairment		—			24,117			—
Acquisition related charges		—			—			1,020


Total operating expenses		107,743			142,407			104,967


Operating profit (loss)		24,164			(3,509	)		18,797
Non-operating expenses:
Interest expense		48,024			48,887			48,090
Other expense		285			445			80


Loss before income taxes		(24,145	)		(52,841	)		(29,373	)
Benefit for income taxes		10,775			7,040			11,705


Net loss	$	(13,370	)	$	(45,801	)	$	(17,668	)




Other comprehensive (loss) income:
Foreign currency translation (loss) gain		(9,389	)		3,807			(2,007	)


Comprehensive loss	$	(22,759	)	$	(41,994	)	$	(19,675	)

The accompanying notes are an integral part of these consolidated financial statements.

Armored AutoGroup Inc.

CONSOLIDATED STATEMENTS OF SHAREHOLDER'S EQUITY

(In thousands)

	Common Stock						Accumulated Other Comprehensive (Loss) Income

	Common Stock				Additional Paid-in Capital					Accumulated Deficit			Total Shareholder's Equity
	Shares		Amount		Additional Paid-in Capital					Accumulated Deficit			Total Shareholder's Equity
Balance at December 31, 2010		1		—	$	260,218	$	(360	)	$	(22,116	)	$	237,742
Share based compensation		—		—		266		—			—			266
Translation adjustments		—		—		—		(2,007	)		—			(2,007	)
Net loss		—		—		—		—			(17,668	)		(17,668	)


Balance at December 31, 2011		1		—		260,484		(2,367	)		(39,784	)		218,333
Share based compensation		—		—		266		—			—			266
Translation adjustments		—		—		—		3,807			—			3,807
Net loss		—		—		—		—			(45,801	)		(45,801	)


Balance at December 31, 2012		1	$	—	$	260,750	$	1,440		$	(85,585	)	$	176,605




Share based compensation		—		—		290		—			—			290
Translation adjustments		—		—		—		(9,389	)		—			(9,389	)
Net loss		—		—		—		—			(13,370	)		(13,370	)


Balance at December 31, 2013		1	$	—	$	261,040	$	(7,949	)	$	(98,955	)	$	154,136

The accompanying notes are an integral part of these consolidated financial statements.

	Year ended December 31, 2013			Year ended December 31, 2012			Year ended December 31, 2011

Cash flows from operating activities:
Net loss	$	(13,370	)	$	(45,801	)	$	(17,668	)
Adjustments:
Depreciation and amortization		47,846			46,813			45,262
Goodwill impairment		—			24,117			—
Share based compensation		290			266			266
Deferred income taxes		(14,783	)		(10,612	)		(14,126	)
Other		63			157			375
Cash effects of changes, net of acquisition effects in:
Accounts receivable		8,955			(15,302	)		(18,934	)
Inventories		9,276			(5,194	)		972
Prepaid taxes		1,215			(4,436	)		306
Other current assets		781			(753	)		(476	)
Book overdraft		—			(1,987	)		1,987
Accounts payable and accrued liabilities		(10,622	)		10,509			2,299
Due to Clorox		(46	)		11,864			(10,053	)
Other		(1,338	)		603			—


Net cash provided by (used in) operating activities		28,267			10,244			(9,790	)


Cash flows from investing activities:
Capital expenditures		(4,305	)		(7,698	)		(13,011	)
Acquisition, net		(3,084	)		—			—


Net cash used in investing activities		(7,389	)		(7,698	)		(13,011	)


Cash flows from financing activities:
Borrowings under revolver		23,000			64,001			29,500
Payments on revolver		(23,000	)		(64,001	)		(29,500	)
Principal payments on notes payable and other		(3,611	)		(3,000	)		(3,000	)
Payment on advance from Parent		(50	)		—			—
Advance from Parent		—			—			795
Deferred financing costs		—			(350	)		(670	)


Net cash used in financing activities		(3,661	)		(3,350	)		(2,875	)


Effect of exchange rate changes on cash		(170	)		75			(1,090	)


Net increase (decrease) in cash		17,047			(729	)		(26,766	)
Cash at beginning of period		4,206			4,935			31,701


Cash at end of period	$	21,253		$	4,206		$	4,935




Supplemental cash flow disclosures:
Cash paid for interest	$	43,878		$	45,314		$	40,866




Cash paid for income taxes	$	4,099		$	8,207		$	2,116

The accompanying notes are an integral part of these consolidated financial statements.

Armored AutoGroup Inc. is a consumer products company consisting primarily of Armor All and STP, two of the most recognizable brands in the automotive aftermarket appearance products and performance chemicals categories, respectively. Armored AutoGroup Inc. delivers its products to distributors, resellers and end users (collectively the customers) through its direct operations in the United States, Canada, Mexico, Australia, China and the United Kingdom and distributor relationships in approximately 50 countries. The Armor All and STP brands offer multiple automotive appearance and performance chemicals that can be found in most of the major developed countries around the world.

In September 2010, Viking Acquisition Inc., an entity owned by affiliates of Avista Capital Holdings, L.P. ("Avista"), entered into an agreement to acquire the AutoCare Products Business, Armor All, STP and certain other brands from Clorox pursuant to the terms of a Purchase and Sale Agreement dated September 21, 2010 (the "Acquisition"). The Acquisition closed on November 5, 2010 and included employees in the United States and other countries dedicated to the Company, related product patent and developed technology and certain other assets, including the manufacturing facilities located in Painesville, Ohio and Wales, U.K. Viking Acquisition Inc. was subsequently renamed as Armored AutoGroup Inc. ("AAG"). Armored AutoGroup Parent Inc. ("AAG Parent" or "Parent") indirectly owns all of AAG's issued and outstanding capital stock through its direct subsidiary and AAG's direct parent, Armored AutoGroup Intermediate Inc., ("Intermediate").

The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States (U.S. GAAP). The Company's fiscal year end is December 31. The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All significant intercompany accounts and transactions have been eliminated.

The preparation of these financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect reported amounts and related disclosures. Specific areas, among others, requiring the application of management's estimates and judgment include assumptions pertaining to allowances for excess and obsolete inventory, provisions for cash discounts on amounts due from customers, share based compensation awards, fair values assigned to assets acquired and liabilities assumed in connection with acquisitions (see Note 7), accruals for consumer and trade promotion programs, future product volume and pricing estimates, future cash flows utilized in impairment testing of goodwill and other long lived assets, creditworthiness of customers and potential income tax. Actual results could differ materially from the estimates and assumptions made.

Note 1—The Company and Summary of Significant Accounting Policies (Continued)

Local currencies are the functional currencies for substantially all of the Company's foreign operations. When the transactional currency is different than the functional currency, transaction gains and losses are included as a component of other expense (income), net. Assets and liabilities of foreign operations are translated into U.S. dollars using the exchange rates in effect at the respective balance sheet reporting date. Income and expenses are translated at the average exchange rate during the period. Gains and losses on foreign currency translations are reported as a component of accumulated other comprehensive (loss) income. Deferred taxes are not provided on cumulative translation adjustments where the Company expects earnings of a foreign subsidiary to be indefinitely reinvested.

We record accounts receivable at net realizable value. This value includes allowances for discounts and estimated uncollectible accounts to reflect losses anticipated on accounts receivable balances. The allowance for uncollectible accounts is based on historical write-offs, an analysis of past due accounts based on the contractual terms of the receivables, and the economic status of customers, if known. We believe that the allowance is sufficient to cover uncollectible amounts; however, there can be no assurance that unanticipated future business conditions of customers will not have a negative impact on our results of operations. Accounts receivable are written off against the allowance for estimated uncollectible accounts should we conclude their collection is improbable.

Financial instruments that potentially subject the Company to significant concentrations of credit risk consist principally of accounts receivable. Concentrations of credit risk with respect to accounts receivable, which are typically unsecured, are limited to an extent due to the large number of entities comprising the Company's customer base and their dispersion across many geographical regions. The Company performs ongoing credit evaluations of the financial condition of its customers and requires credit enhancements, such as letters of credit and bank guarantees, in certain circumstances.

The Company does, however, sell a significant portion of its products through third party distributors, resellers and significant retail customers (See Note 3) and, as a result, maintains at times significant receivables balances with these parties. If the financial condition of these distributors, resellers or significant retail customers should deteriorate substantially, the Company's results of operations, financial position and cash flows could be adversely affected.

Inventories are stated at the lower of cost or market under a first-in, first-out ("FIFO") basis. When necessary, the Company provides allowances to adjust the carrying value of its inventory to the lower of cost or market, including any costs to sell or dispose. Consideration is given to obsolescence, excessive inventory levels, product deterioration and other factors in evaluating net realizable value for the purposes of determining the lower of cost or market.

Note 1—The Company and Summary of Significant Accounting Policies (Continued)

Property, plant and equipment are stated at cost less accumulated depreciation and amortization. Depreciation and amortization expenses are calculated by the straight-line method using the estimated useful lives of the related assets. Routine repairs and maintenance are expensed when incurred. Leasehold improvements are depreciated over a period no longer than the lease term. Internal and external costs incurred in developing or obtaining computer software for internal use are capitalized in property, plant and equipment and are amortized on a straight-line basis, over the estimated useful life of the software. General and administrative costs related to developing or obtaining such software are expensed as incurred.

The following table provides estimated useful lives generally assigned to property, plant and equipment by asset classification:


Classification		Expected Useful Lives
Land improvements		10 - 30 years
Buildings		7 - 40 years
Machinery and equipment		2 - 15 years
Computer software		3 - 7 years

Property, plant and equipment are reviewed for possible impairment whenever events or changes in circumstances occur that indicate that the carrying amount of an asset (or asset group) may not be recoverable. The Company's impairment review requires significant management judgment including estimating the future success of product lines, future sales volumes, revenue and expense growth rates, alternative uses for the assets and estimated proceeds from the disposal of the assets. The Company conducts reviews of idle and underutilized equipment when events or circumstances arise indicating that future cash flows are insufficient to recover the book value of asset groups, and reviews business plans for possible impairment indicators. Impairment occurs when the carrying amount of the asset (or asset group) exceeds its estimated future undiscounted cash flows. When impairment is indicated, an impairment charge is recorded for the difference between the asset's (or asset group's) book value and its estimated fair value. Depending on the asset, estimated fair value may be determined either by use of a discounted cash flow ("DCF") model or by reference to estimated selling values of assets in similar condition. The use of different assumptions would increase or decrease the estimated fair value of assets and would increase or decrease any impairment measurement. There have been no instances of impairment identified.

Amortization of intangible assets with finite lives (customer relationships and licensing arrangements) is recognized over estimated useful lives ranging from 5 to 10 years, which the Company believes reasonably represents the time period in which the economic benefits of the intangible assets are consumed or otherwise realized. The Company has experienced a negligible attrition rate in its customer base, and is not able to identify a reliable pattern of attrition and, as such, is utilizing the straight-line amortization method to amortize customer relationship intangible assets. Finite lived intangible assets are reviewed for possible impairment whenever events or changes in circumstances occur that indicate that the carrying amount of an asset may not be recoverable. There have been no instances of impairment identified.

Note 1—The Company and Summary of Significant Accounting Policies (Continued)

The Company tests its trademarks and brand names with indefinite lives for impairment annually on the first day of the fourth quarter unless there are indications during an interim period that these assets are more likely than not to have become impaired. For trademarks and brand names with indefinite lives, impairment occurs when the carrying amount of an asset is greater than its estimated fair value. An impairment charge is recorded for the difference between the carrying amount and the fair value. The Company uses an income approach, the relief-from-royalty method, to estimate the fair value of its trademarks and trade names with indefinite lives. This method assumes that, in lieu of ownership, a third party would be willing to pay a royalty in order to obtain the rights to use the comparable asset. The determination of the fair values of trademarks and brand name assets with indefinite lives requires significant judgments in determining both the assets' estimated cash flows as well as the appropriate discount and royalty rates applied to those cash flows to determine fair value. Changes in such estimates or the application of alternative assumptions could produce different results. There have been no instances of impairment identified.

The Company tests its goodwill for impairment annually as of the first day of the fourth quarter unless there are indications during an interim period that these assets are more likely than not to have become impaired. The first step of the goodwill impairment test is to compare the fair value of each reporting unit to its carrying amount to determine if there is potential impairment. If the fair value of the reporting unit is less than its carrying value, the second step of the goodwill impairment test is performed to measure the amount of impairment loss.

The second step of the goodwill impairment test compares the implied fair value of the reporting unit's goodwill with the carrying amount of that goodwill. If the carrying amount of the reporting unit's goodwill exceeds the implied fair value of that goodwill, an impairment loss is recognized in an amount equal to that excess. The implied fair value of goodwill is determined in the same manner as the amount of goodwill recognized in a business combination. That is, the fair value of the reporting unit is allocated to all of the assets and liabilities of that unit (including any unrecognized intangible assets) as if the reporting unit had been acquired in a business combination at the date of the evaluation and the fair value was the purchase price paid to acquire the reporting unit.

The Company estimates the fair value of reporting units using a weighting of fair values derived from an income approach and a market approach. Determining the fair value of a reporting unit under the first step of the goodwill impairment test and determining the fair value of individual assets and liabilities of a reporting unit (including unrecognized intangible assets) under the second step of the goodwill impairment test is inherently subjective in nature and often involves the use of significant estimates and assumptions based on known facts and circumstances at the time the Company performs the valuation. The use of different assumptions, inputs and judgments or changes in circumstances could materially affect the results of the valuation and could have a significant impact on whether or not an impairment charge is recognized and the magnitude of any such charge.

Income approach—To determine fair value, the Company uses a DCF approach for each of the reporting units. Under this approach, the Company estimates the future cash flows of each reporting unit and discounts these cash flows at a rate of return that reflects their relative risk. The cash flows

Note 1—The Company and Summary of Significant Accounting Policies (Continued)

used in the DCF are consistent with the Company's long-range forecasts, and give consideration to historic and projected long-term business trends and strategies. The other key estimates and factors used in the DCF include, but are not limited to, discount rates, future sales volumes, revenue and expense growth rates, changes in working capital, capital expenditure forecasts, foreign exchange rates, currency devaluation, inflation, and a perpetuity growth rate.

Market approach—The Company uses the guideline public company method to select reasonably similar/guideline publicly traded companies for each of the Company's reporting units. Using the guideline public company method, the Company calculates earnings before interest, taxes, depreciation and amortization ("EBITDA") multiples for each of the public companies using both historical and forecasted EBITDA figures. By applying these multiples to the appropriate historical and forecasted EBITDA figures for each reporting unit, fair value estimates are calculated.

Sales are recognized when title to the product, ownership and risk of loss transfer to the customer, which can be on the date of shipment or the date of receipt by the customer and when all of the following have occurred: a firm sales arrangement exists, pricing is fixed and determinable, and collection is reasonably assured. Revenue includes shipping and handling costs, which generally are included in the list price to the customer. Taxes collected from customers and remitted to governmental authorities are not included in sales. A provision for payment discounts and product return allowances is recorded as a reduction of sales in the same period that the revenue is recognized.

The Company routinely commits to on-going and one-time trade promotion programs with customers, consisting primarily of customer pricing allowances, merchandising funds and consumer coupons offered through various programs to customers and consumers. Accruals for expected payouts under these programs are included as accrued marketing and promotion in the accrued expenses and other liabilities line item in the Consolidated Balance Sheets and are recorded as a reduction of sales in the Statements of Comprehensive Loss.

Amounts received by the Company from the licensing of certain trademarks are recorded as deferred revenue on the Consolidated Balance Sheets and are recognized as revenue on a straight-line basis over the term of the licensing agreement when the underlying royalties are earned.

Cost of products sold is primarily comprised of direct materials and supplies consumed in the manufacturing of product, as well as manufacturing labor, depreciation expense, direct overhead expense necessary to acquire and convert the purchased materials and supplies into finished product, contract manufacturing costs, and provisions for inventory losses (including losses relating to excess and obsolete inventory). Cost of products sold also includes the cost to distribute products to customers, inbound freight costs, internal transfer costs, warehousing costs and other shipping and handling activity as well as costs associated with developing and designing new packaging.

Selling and administrative expense is primarily comprised of marketing expenses, selling expenses, administrative and other indirect overhead costs, depreciation and amortization expense on

Note 1—The Company and Summary of Significant Accounting Policies (Continued)

non-manufacturing assets and other miscellaneous operating items. Non-advertising related components of the Company's total marketing spending include costs associated with consumer promotions, product sampling and sales aids, all of which are included in selling and administrative expenses.

Advertising and sales promotion costs are expensed as incurred. Costs associated with the Company's television, print, radio, internet and in-store campaigns are expensed when the advertising or promotion is published or presented to consumers. Costs associated with the Company's racing sponsorships and promotional events are expensed at the time or during the period of the race or promotional event.

The Company has granted both time based stock option awards and performance based stock option awards that vest subject to a liquidity event (e.g., an initial public offering or change in control, as defined) and based upon the attainment of specified minimum returns on capital to Parent shareholders. The Company measures share based compensation associated with the time based awards based on their fair values on the dates they were granted. The expense is recognized by amortizing the fair value on a straight-line basis over the vesting period. Although the Company has estimated the fair value of its performance based stock option awards, given that the performance condition (a liquidity event) is not probable of occurrence, the Company has not to-date recognized any share based compensation expense attendant to these awards (see Note 14).

In November 2010, the Company established a defined contribution plan for its U.S. employees, which qualifies as a tax deferred savings plan under Section 401(k) of the Internal Revenue Code ("IRC" or the "Code"). Eligible U.S. employees may contribute a percentage of their pre-tax compensation, subject to certain IRC limitations. The plan provides for employer matching contributions of 100% of participant income deferrals to a maximum of $1,000 and employer contributions up to 10% of a participant's annual base salary, subject to limits prescribed under U.S. federal regulations.

The Company recognizes rental expense for operating leases, including those with rent abatement and escalation provisions, on a straight-line basis over the applicable lease term.

Deferred financing costs represent legal, other professional and bank underwriting fees incurred in connection with the issuance of debt. Such fees are amortized over the life of the related debt using the interest method and are included in interest expense.

Note 1—The Company and Summary of Significant Accounting Policies (Continued)

The Company uses the asset and liability method to account for income taxes. Deferred tax assets and liabilities are recognized for the anticipated future tax consequences attributable to the differences between the financial statement amounts and their respective tax bases. Management reviews the Company's deferred tax assets to determine whether their value can be realized based upon available evidence. A valuation allowance is established when management believes that it is more likely than not that some portion or all of its deferred tax assets will not be realized. Changes in valuation allowances from period to period are included in the Company's tax provision in the period of change. In addition to valuation allowances, the Company provides for uncertain tax positions when such tax positions do not meet the recognition thresholds or measurement standards prescribed by accounting guidance on the accounting for uncertainty in income taxes. Amounts for uncertain tax positions are adjusted when new information becomes available or when positions are effectively settled.

The Company files a consolidated federal and certain state income tax returns with its Parent. Income taxes have been prepared on a separate return basis. The Company pays its tax liability on behalf of its Parent.

Note 1—The Company and Summary of Significant Accounting Policies (Continued)

therein. The guidance in ASU 2013-11 is to be applied prospectively to all unrecognized tax benefits that exist at January 1, 2014. The Company adopted the provisions of ASU 2013-11 in 2013 (see Note 15).

In conjunction with the Acquisition, the Company entered into a Transition Services Agreement ("TSA") with Clorox whereby Clorox would provide certain services, equipment and office space to the Company. Additionally under the TSA, the Company provided certain services to Clorox. Related party transactions and activities involving Clorox are not always consummated on terms equivalent to those that would prevail in an arm's-length transaction where conditions of competitive, free-market dealings may exist. On November 1, 2011, the Company completed the transition of its North American and export operations from Clorox provisioning to standalone operations. The Company completed the transition of certain international operations from Clorox in the second quarter of 2012 and terminated the remaining service components of the TSA.

Further, on conclusion of the TSA we entered into a subsequent arrangement with Clorox for continuation of services in Australia and New Zealand, including warehousing, logistics, customer service and information systems facilities and support. Expenses for these services were (in thousands):

Avista and several of its employees together own approximately 99.3% of Parent, which is the sole stockholder of Intermediate, the Company's parent. As a result, Avista has the power to elect our board of directors and has the ability to exercise significant influence or control over the Company's operations.

The Company has entered into a monitoring agreement with Avista and affiliates of Avista whereby Avista provides services for a fixed fee of $1.0 million annually to the Company. Selling and administrative expenses, including out of pocket expenses related to this monitoring agreement were (in thousands):

In connection with the Acquisition and the issuance of its long-term debt, the Company paid $4.1 million to Avista and affiliates of Avista for consulting expenses and recorded these as deferred financing costs which are amortized over the term of the debt using the effective interest method. Related amortization expense was (in thousands):

In connection with the Acquisition and issuance of the Company's long-term debt, the Company incurred costs of $1.8 million for consulting expenses from individuals that later became directors and officers of the Company. Of this amount, $0.4 million was paid to certain directors and officers of the Company and $1.4 million was reinvested in the Company through the purchase of common stock. Of these consulting expenses, $1.3 million are included in acquisition related charges for the period from November 4, 2010 to December 31, 2010 with the remaining $0.5 million deferred and amortized over the term of the respective debt using the effective interest method. Related amortization expense was (in thousands):

The Company engaged Charles McIlvaine, a former Director of the Company, to provide services associated with corporate development and other strategic initiatives on a consulting basis. Pursuant to this arrangement the Company recorded charges of $0.1 million and $0.2 million in the years ended December 31, 2012 and 2011, respectively, in selling and administrative expenses.

In May 2011, the Company received $795,000 on behalf of its Parent related to the sale of the Parent's stock to certain of the Company's employees. In 2013, the Company repurchased from a certain employee $50,000 of stock as a result of termination. As of December 31, 2013 and December 31, 2012 the Company had $745,000 and $795,000, respectively, non-interest bearing and due on demand to the Company's Parent related to sales of the Parent's stock to the Company's employees.

The percentage of accounts receivable due from the Company's largest customers were:

The percentage of the Company's net sales to the Company's largest customer (Wal-Mart) was:

Sales to the Company's largest customer are principally made in North America. No other customers exceeded 10% of net sales in any period.

The Company's allowance for doubtful accounts is summarized as follows (in thousands):

The Company's allowance for obsolescence is summarized as follows (in thousands):

	December 31, 2013			December 31, 2012

Land and improvements	$	1,784		$	1,405
Buildings		3,769			3,679
Machinery and equipment		27,178			23,096
Capitalized software		12,182			12,040
Construction in progress		1,541			1,999


		46,454			42,219
Less: accumulated depreciation		(17,518	)		(10,746	)


	$	28,936		$	31,473

Depreciation expense related to property, plant and equipment and amortization of capitalized software was (in thousands):

During the fourth quarter of 2012, the Company revised its pricing structure for intercompany purchases and sales of goods ("Intercompany Pricing"). The change in Intercompany Pricing had the effect of increasing the cost of intercompany purchases in the Company's Europe, Middle East and Africa reporting unit, its Australia and New Zealand reporting unit and its Latin America and Asia reporting unit, while increasing the value of intercompany sales from the Company's North America reporting unit. As a result of this change in Intercompany Pricing, when the Company determined the fair value of the assets and liabilities of its reporting units in the first step of the goodwill impairment test as described in Note 1 the fair value of the Company's Europe, Middle East and Africa reporting unit and its Australia and New Zealand reporting unit were lower than the carrying values of those reporting units. This decrease in value resulted primarily from the change in the Intercompany Pricing structure. After completing the second step of the goodwill impairment test as described in Note 1, the Company recorded a $24.1 million non-cash goodwill impairment charge, which is included in impairment of goodwill in the consolidated statement of comprehensive loss.

The Company also evaluated the recoverability of its customer relationships and licensing arrangements intangible assets as well as its tangible, long lived assets. When there is prevalent indication of impairment of a finite and long-lived asset or asset group, the Company tests for recoverability by comparing the carrying value of an asset or asset group to their undiscounted cash flows. However, the Company concluded there was not a prevalence of evidence any impairment was present at the asset group level for any of its finite lived assets.

Changes in the carrying amount of goodwill and intangible assets were as follows (in thousands):

				Trademarks and Other Intangible Assets

	Goodwill			Trademarks and Brands Not Subject to Amortization			Customer Relationships Subject to Amortization			Licensing Arrangements Subject to Amortization			Total
Balance at December 31, 2011	$	384,793		$	99,176		$	284,001		$	4,998		$	388,175
Amortization		—			—			(35,401	)		(1,300	)		(36,701	)
Impairment		(24,117	)		—			—			—			—
Translation adjustments		1,540			421			1,010			—			1,431


Balance at December 31, 2012	$	362,216		$	99,597		$	249,610		$	3,698		$	352,905




Amortization		—			—			(35,488	)		(1,300	)		(36,788	)
Acquisition, net		580			—			1,823			—			1,823
Translation adjustments		(3,970	)		(1,384	)		(3,086	)		—			(4,470	)


Balance at December 31, 2013	$	358,826		$	98,213		$	212,859		$	2,398		$	313,470

Customer relationships and licensing arrangements subject to amortization are reported on the Consolidated Balance Sheet net of accumulated amortization of $114.7 million, and $79.3 million, at December 31, 2013 and 2012, respectively. The weighted average remaining amortization period for customer relationships and licensing arrangements subject to amortization is 6 years and 2 years, respectively. In the third quarter of 2013, the Company made an acquisition in Europe, increasing goodwill and customer relationships by $0.6 million and $1.8 million (which will be amortized over 7 years), respectively. Licensing royalties were $2.3 million, $3.0 million and $3.3 million in the years ended December 31, 2013, 2012 and 2011, respectively. Although licensing agreements may not be renewed for strategic or other reasons, the Company generally maintains and extends its existing license arrangements.

Expected future amortization expense for these intangible assets as of December 31, 2013 is as follows:

The following summarizes the Company's accrued expenses and other current liabilities (in thousands):

In connection with the Acquisition on November 5, 2010, the Company entered into a credit agreement, among Intermediate, the Company, several lenders, JPMorgan Chase Bank, N.A., as administrative agent, and the other agents parties thereto (the "Credit Facility"). Borrowings under the Credit Facility bear interest at a rate of the sum of (i) the greater of the London Interbank Offered Rate ("LIBOR") or 1.75% and (ii) 4.25%. The Credit Facility provided revolving credit and a Term Loan as follows:

Revolver—A secured $50.0 million revolving credit loan (the "Revolver"), which continues into November 2015. Further to interest as described above on the Revolver, an annual commitment fee of 0.75% is charged quarterly based on the average daily unused portion of the Revolver. No amounts were outstanding against the Revolver at December 31, 2013 and 2012.

Term Loan—A $300.0 million term loan (the "Term Loan") with quarterly principal payments of $0.8 million and the remaining principal maturing in November 2016.

In September 2012, the Company entered into an amendment of the Credit Facility revising the maximum consolidated leverage ratio and the minimum consolidated interest coverage ratio as applicable to the Company's $50.0 million Revolver. Costs associated with the amendment of $0.4 million have been deferred and are recorded as other current assets and other non-current assets on the Company's Consolidated Balance Sheets, and will be amortized to interest expense together with other of the Company's deferred financing costs using the effective interest method.

The Credit Facility is collateralized by substantially all of the assets of the Company. The Credit Facility is subject to certain covenants which restrict the payment of dividends, the Company's ability to incur indebtedness or liens, or make certain investments and requires the Company to maintain certain financial ratios. As of December 31, 2012, the Company was in compliance with all covenants related to the Credit Facility. The Company's payment obligations under the Credit Facility are guaranteed, jointly and severally, by all of the Company's wholly owned domestic subsidiaries. See Note 18 for financial information for the Company and its subsidiaries.

In connection with the Acquisition on November 5, 2010, the Company issued 9.25% senior unsecured notes ("Senior Notes") in an aggregate principal amount of $275.0 million, which will mature in November 2018. The coupon interest on these notes is payable semiannually on May 1 and November 1.

Under terms of a registration rights agreement the Company entered into with respect to the Senior Notes, the Company agreed to use commercially reasonable efforts to complete an exchange offer related to the Senior Notes by April 28, 2012. Until the exchange offer was completed on August 23, 2012, additional interest of $0.3 million accrued on the Senior Notes that was paid November 2012.

The indenture that governs the Senior Notes is subject to certain covenants which restrict the payment of dividends, the Company's ability to incur indebtedness or liens, or make certain investments. The Company's payment obligations under the Senior Notes are guaranteed, jointly and

severally, by all of the Company's wholly owned domestic subsidiaries. See Note 18 for financial information for the Company and its subsidiaries.

Interest expense associated with the Credit Facility and the Senior Notes including commitment fees for unused borrowings, and amortization of original issue discount and deferred financing costs was (in thousands):

Costs associated with the establishment of the Credit Facility and Senior Notes have been deferred and are recorded as other current assets and other non-current assets on the Company's Consolidated Balance Sheets as follows (in thousands):

The Company defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The Company established a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value which is intended to increase consistency and comparability and related disclosures. An asset or liability's classification is based on the lowest level of input that is significant to the fair value measurement and is disclosed in one of the following three categories:

The Company's financial instruments consist of cash, trade accounts receivable, trade accounts payable and long-term debt. Due to their short-term maturity, the carrying amounts of cash, trade accounts receivable and trade accounts payable approximate their fair market values. The carrying and fair values of the Company's long-term debt were as follows (in thousands):

The fair value of the Term Loan and Senior Notes was determined using broker quotes (Level 2). The broker quotes are determined on an analysis of discounted cash flows together with applicable forward LIBOR rates.

The Company leases various manufacturing, warehousing and office facilities under non-cancelable operating lease agreements which expire at various dates through 2019. The Company also has a number of third party service providers covering aspects of the administration of the business, including procurement, contract manufacturing, logistics, transportation, warehousing, software maintenance, systems support and hosting. In its marketing and brand support, the Company employs sponsorships, television, print, digital and online advertising. In sourcing of these services the Company generally enters into enforceable and legally binding agreements specifying all significant terms, including quantity, price and the approximate timing of the provision of the good or service to the Company.

Under its existing non-cancelable contracts, as of December 31, 2013 the Company is required to pay minimum annual payments as follows (in thousands):

Year Ended December 31,	Operating Leases		Procurement, Contract Manufacturing, Warehousing and Logistics Obligations		Software Maintenance, Systems Support and Hosting		Sponsorship and Media Agreements		Advisory Services and Monitoring

2014	$	1,573	$	19,374	$	1,065	$	8,801	$	1,000
2015		1,315		3,386		534		820		1,000
2016		1,165		3,125		143		845		1,000
2017		604		1,976		—		—		1,000
2018		515		—		—		—		1,000
Thereafter		332		—		—		—		1,000


	$	5,504	$	27,861	$	1,742	$	10,466	$	6,000

Operating lease arrangements—Certain of the Company's operating lease agreements contain rent abatement and rent escalation clauses. The Company expenses rent on a straight-line basis over the life its leases, which commences on the date the Company has the right to control leased property. Certain of the Company's facility operating lease agreements also provide for additional conditional payments in connection with the lease of the property (e.g., share of operating expenses, insurance, and real estate taxes). These additional payments are not included in the summary of above.

Procurement, contract manufacturing, warehousing and logistics obligations—The Company secures procurement capabilities, its warehousing facilities and attendant services, and logistics and transportation expertise under several contracts extending into 2017. These outsourcing arrangements typically provide for a base fee and variable costs determined with reference to volume or the provision of additional services, and terms providing for termination for convenience on 120 days' notice and the payment of stipulated fees and additional costs. Only fixed or base fees on an ongoing basis for the term of the contracted services are included in the above summary. Further, the Company has ongoing relationships with various suppliers who procure, manufacture and/or package the Company's products ("Contract Manufacturers"). Certain of the Company's Contract Manufacturers maintain title and control of raw materials and components, materials utilized in finished products, and of the finished products themselves until shipment to the Company's customers or third party distribution centers in accordance with agreed upon shipment terms. The Company purchases and maintains title and control of raw materials and components packaged by other of its Contract Manufacturers and is only obligated further for the services themselves. The Company typically does not have definitive minimum purchase obligations included in the contract terms with its Contract Manufacturers or other raw material or component suppliers. In the ordinary course of business, supply and service needs are communicated by the Company to its Contract Manufacturers based on orders and short-term

projections, ranging typically three months. The Company is committed to purchase the products produced by the Contract Manufacturers based on the projections provided.

Software maintenance, systems support and hosting—The Company outsources much of its information technology infrastructure. These arrangements typically provide for a base or fixed fee and additional costs associated with added systems users and supplementary services, and terms providing for early contract termination with notice and the payment of stipulated fees. Only fixed or base fees on an ongoing basis for the term of the contracted services are included in the above summary.

Sponsorship and media agreements—The Company's marketing campaigns rely heavily on racing and rally sponsorships, promotional events, television, print and online advertising. Sponsorship commitments extend into 2016 and the Company's media plan extends through 2014.

Advisory Services and Monitoring Agreement—Under the Company's Advisory Services and Monitoring Agreement, Avista is providing the Company ongoing advisory services with respect to strategic business plans, corporate development and financial monitoring.

In connection with the Acquisition, Clorox retained liability associated with a potential contract claim and the Company has agreed to indemnify and reimburse Clorox for 50% of the first $5.0 million in costs related to the contract claim. As of December 31, 2013 and 2012, the Company has accrued a $2.5 million long-term liability related to this contingency.

The Company has one thousand shares of $0.01 par value common stock authorized, issued and outstanding at December 31, 2013 and 2012. Through Intermediate, Parent indirectly owns all of the Company's common stock. 99.3% of Parent's issued and outstanding common stock is owned by Avista, with the remaining aggregate 0.7% owned by certain members of management and the Board of Directors ("Management Stockholders") and purchased in connection with the Acquisition.

Under the terms of the Stockholders' Agreement dated November 5, 2010 among Parent, Avista, and the Management Stockholders, Parent has the option but not an obligation to repurchase all of the shares of Parent common stock held by former Company employees whether acquired directly on Acquisition or issued pursuant to the exercise of stock options to former Company employees who terminate employment under certain circumstances. The purchase price of the Parent's call option as prescribed in the Stockholders' Agreement is to be determined through a valuation of Parent common stock on a minority, non-marketable interest basis or, under certain circumstances, based on cost, as defined therein. As there is no active market for Parent's common stock, the Company estimates the

fair value of its common stock as determined by the Board of Directors in good faith. If a participant in the 2010 AAG Stock Option Plan (see Note 14) were to terminate employment with the Company, the Parent's exercise of its repurchase right under the Stockholders' Agreement on shares received by the former Company employee through the exercise of stock options may require equity awards to be expensed in the Company's statement of comprehensive loss in the period in which the termination occurs.

The following table presents details of total share based compensation expense that is included in the Company's statements of comprehensive loss (in thousands):

In November 2010, the Parent's board of directors approved the 2010 Equity Incentive Plan (the "2010 AAG Option Plan"), which authorized equity awards to be granted for up to 26,500,000 shares of Parent's common stock. Under the 2010 AAG Option Plan, certain management and key employees of the Company have been or may be granted a combination of time based and performance based options to purchase the Parent's common stock. Share based compensation expense related to employee grants under the 2010 AAG Option Plan has been reflected in these financial statements. As of December 31, 2013, equity awards for approximately 5,992,000 shares of Parent's common stock remain available for grant under the 2010 AAG Option Plan.

The Company utilizes an option pricing method employing a Black Scholes model to estimate the fair value of stock options granted. The following weighted average assumptions were used for time based and performance based option grants in the periods:

Time based and performance based options expire ten years from the date of grant. The expected life of the stock options on the option grants during the period is determined based on the average of the weighted vesting term and the contractual term of the options. The Company estimates stock option forfeitures based on historical data from Clorox and will adjust the rate to expected forfeitures when Company-specific experience indicates a different trend. Expected volatility for the period is determined consistently based on a five-company peer group, all of which have publicly traded stock.

The risk-free interest rate is based on the implied yield on a U.S. Treasury yield curve with a term similar to the expected remaining term of the option on the date of the grant. Dividend yield for the period is determined based on projected annual dividend payments.

The following table summarizes stock option activity for time based options under the 2010 AAG Option Plan for the periods presented (in thousands, except per share amounts):



Non-vested at December 31, 2011	5,867		1.01
Granted	493		1.00
Forfeited	(354	)	1.00
Vested	(1,298	)	1.01


Non-vested at December 31, 2012	4,708		1.02
Granted	935		1.00
Forfeited	(614	)	1.00
Vested	(1,153	)	1.01


Non-vested at December 31, 2013	3,876		1.02
Vested and exercisable at December 31, 2013	2,827		1.00


Outstanding at December 31, 2013	6,703		1.01

Under the 2010 AAG Option Plan, time based options vest ratably over the applicable service period, five years, on each anniversary of the date of grant and, regardless, immediately upon a change in control event, subject to certain conditions. The Company recognizes share based compensation expense on a straight-line basis over the vesting period. There have been no vested, time based stock options exercised to date under the 2010 AAG Option Plan and no cash received. The weighted average fair value of time based options granted in 2013, 2012 and 2011 was $0.15, $0.15 and $0.21, respectively. The aggregate fair value of options vested in 2013, 2012 and 2011 was $0.2 million, $0.3 million and $0.2 million, respectively. At December 31, 2013, the total amount of unrecognized compensation cost for time based options granted is $0.6 million. At December 31, 2013, vested and exercisable options and total time based options outstanding have weighted average remaining contractual terms of 7.1 and 7.8 years, respectively, and carry no intrinsic value.

The following table summarizes stock option activity for performance based options under the 2010 AAG Option Plan for the periods presented (in thousands, except per share and year amounts):

Under the 2010 AAG Option Plan, performance based options vest subject to a liquidity event (e.g., an initial public offering or change in control, as defined) and based upon the attainment of specified minimum returns on capital to Parent shareholders. Compensation expense on performance based option grants is not recognized until it is probable that the liquidity event will occur. For all periods the Company did not recognize share based compensation expense related to its performance based grants given that the performance condition (a liquidity event) has not occurred in any of those periods. The weighted average fair value of performance based options granted to date has been $0.06. At December 31, 2013, the total amount of unrecognized compensation costs and the weighted average remaining contractual term for performance based options was $0.8 million and 7.5 years, respectively.

The benefit provision for income taxes on loss before income taxes, by tax jurisdiction, consisted of the following (in thousands):

	Year Ended

	December 31, 2013			December 31, 2012			December 31, 2011
Current:
Federal	$	3,006		$	1,425		$	1,323
State		537			364			994
Foreign		892			1,783			104


Total current		4,435			3,572			2,421
Deferred:
Federal		(11,874	)		(11,060	)		(12,069	)
State		(2,818	)		1,206			(1,343	)
Foreign		(518	)		(758	)		(714	)


Total deferred		(15,210	)		(10,612	)		(14,126	)


Total	$	(10,775	)	$	(7,040	)	$	(11,705	)

The components of loss before income taxes, by tax jurisdiction, were as follows (in thousands):

A reconciliation of the statutory federal income tax rate to the Company's effective tax rate on loss before income taxes follows:

	Year Ended

	December 31, 2013			December 31, 2012			December 31, 2011
Statutory federal tax rate		35.0	%		35.0	%		35.0	%
Non-deductible impairment of goodwill		—			(12.3	)		—
State taxes (net of federal tax benefits)		6.8			(1.9	)		0.8
Foreign rate differential		(1.3	)		(3.0	)		2.9
Domestic production activities deduction		0.8			0.6			—
Acquisition related		—			0.4			(0.6	)
Change in Valuation Allowance		(2.3	)		—			—
UK interest deduction		1.8			—			—
Other differences		3.8			(5.5	)		1.7


Effective tax rate		44.6	%		13.3	%		39.8	%

The Company's effective benefit rate for 2013 differs from the statutory rate primarily due to state taxes. Other items impacting the Company's effective benefit rate relate primarily to differences in the foreign rates when compared to the statutory rate and adjustments resulting from the filing of the income tax returns and change in valuation allowance in certain foreign jurisdictions.

Deferred tax assets and liabilities are recognized for the future tax consequences of differences between the carrying amounts of assets and liabilities and their respective tax bases using enacted tax

rates in effect for the year in which the differences are expected to be reversed. Significant deferred tax assets and liabilities consist of the following (in thousands):

	December 31, 2013			December 31, 2012

Deferred tax assets:
Accrual and reserves	$	1,841		$	1,718
Inventory costs		2,064			2,743
Acquisition related		2,225			2,438
Net operating losses		1,806			1,190
Other		—			42


Total deferred tax assets		7,936			8,131


Deferred tax liabilities:
Fixed and intangible assets		(93,388	)		(108,947	)


Total deferred tax liabilities		(93,388	)		(108,947	)


Valuation Allowance		(603	)		—


Net deferred tax liabilities	$	(86,055	)	$	(100,816	)

The net deferred tax assets and liabilities are included in the balance sheets as follows (in thousands):

The Company periodically reviews its deferred tax assets for recoverability. A valuation allowance is established when the Company believes that it is more likely than not that some portion or all of its deferred tax assets will not be realized. As of December 31, 2013, the Company had aggregate foreign net operating losses of approximately $10.0 million, which is comprised of losses of $8.2 million, $1.1 million, $0.5 million and $0.2 million in the United Kingdom, China, Puerto Rico, and other foreign jurisdictions, respectively. Losses in the United Kingdom are subject to an indefinite carryforward period; however, due to limitations on the ability to utilize such losses to offset income from only certain members of the United Kingdom group, a full valuation allowance has been provided on such losses. Losses in China and Puerto Rico are subject to five and ten year carryforward periods, respectively, and also carry a full valuation allowance.

In connection with Acquisition, Clorox has agreed to indemnify the Company for any taxes and interest associated with the periods prior to November 4, 2010.

The Company recognizes interest and penalties related to uncertain tax positions as a component of income tax expense. As of December 31, 2013 and December 31, 2012, the total balance of accrued interest and penalties related to uncertain tax positions was $0.1 million and $0.2 million, respectively.

The following is a reconciliation of the beginning and ending amounts of the Company's gross unrecognized tax benefits (in thousands):

	Year Ended

	December 31, 2013			December 31, 2012			December 31, 2011
Unrecognized tax benefits—beginning of period	$	379		$	417		$	586
Gross increases—tax positions in prior periods		625			—			—
Gross increase—current period tax positions		—			75			—
Statute of limitations lapse		(51	)		—			—
Settlements		(88	)		(113	)		(169	)


Unrecognized tax benefits—end of period	$	865		$	379		$	417

As of December 31, 2013 and December 31, 2012, the total amount of unrecognized tax benefits was $0.9 million, and $0.4 million, respectively, which would affect the effective tax rate, if recognized. Of the 2013 and 2012 balances above, $0.2 million and $0.3 million, respectively, relates to periods which were included within Clorox tax returns. An offsetting receivable has been recorded in other assets for the Clorox indemnity as of December 31, 2013 and 2012. As of December 31, 2013, the Company had an uncertain tax position of $0.6 million which was offset against a corresponding net operating loss in accordance with ASU 2013-11.

The Company is subject to exam by the U.S. federal, state, and foreign tax authorities on its filings since 2010. During 2013, the U.S. federal tax return filed by the Company for 2010 was examined by the IRS, and resulted in no change.

In the twelve months succeeding December 31, 2013, the Company expects total unrecognized tax benefits to change by $0.1 million due to the lapse of statute of limitations on a portion of the unrecognized tax benefit indemnified by Clorox. Audit outcomes and the timing of audit settlements are subject to significant uncertainty.

The Company provides for U.S. income taxes on the earnings of foreign subsidiaries unless the earnings are considered indefinitely invested outside of the U.S. No provision has been made for U.S. income taxes or foreign withholding taxes on $0.7 million of cumulative unremitted earnings of certain foreign subsidiaries as of December 31, 2013 due to existing tax law and the Company's intention to indefinitely reinvest these earnings outside the U.S. The Company determined that the calculation of the amount of unrecognized deferred tax liability related to these cumulative unremitted earnings was not practicable. If these earnings were distributed to the Company's U.S. entity, the Company would be subject to additional U.S. income taxes and foreign withholding taxes would be reduced by available foreign tax credits.

The Company established a defined contribution plan in the United States for the Company's employees that contain two components, a 401(k) component and a profit-sharing component, which qualifies as a tax deferred savings plan under Section 401(k) of the IRC ("The Plan"). Eligible U.S. employees may contribute a percentage of their pre-tax compensation, subject to certain IRC limitations. The Plan provides for employer matching contributions to be made up to $1,000 per year and profit sharing contributions at the discretion of the Board of Directors. The Company's aggregate cost of the defined contribution plans was (in thousands):

The Company manages its business through two geographic segments: North America and International.

The Company does not allocate its cost of products sold—acquisition related, acquisition related charges, amortization of intangible assets or interest expense between its North America and International segments but includes them in the tables below under Corporate in order to reconcile the North America and International segments' performance to the Company's Statements of Comprehensive Loss. All intersegment sales are eliminated and are not included in the Company's reportable segments' net sales.

The following summarizes the financial performance of the Company's operating segments (in thousands):

The following is a summary of sales by product categories for the Company's North America segment (in thousands):

The Company has not historically tracked net sales by product categories for its International segment.

The Company has three products that have accounted for 10% or more of total net sales:

The Company has operations in the United States and abroad, including Canada, Europe, Australia and other international locations. Net sales based on geography are summarized as follows (in thousands):

Long lived, tangible assets based on geography are summarized as follows (in thousands):

The Company does not allocate intangible assets or debt and its associated deferred financing costs to its North America and International segments but includes them as Corporate balance sheet items. The following summarizes total assets of the Company's operating segments (in thousands):

The Company's payment obligations under the Senior Notes are guaranteed, jointly and severally, by all of the Company's wholly owned domestic subsidiaries that guarantee the obligations of the Company under the Credit Facility. These guarantees are full and unconditional, subject, in the case of the subsidiary guarantors, to customary release provisions. The Company conducts substantially all of its business through its subsidiaries. In servicing payments to be made on the Senior Notes and other indebtedness, and to satisfy other liquidity requirements, the Company will rely, in large part, on cash flows from these subsidiaries, mainly in the form of dividends, royalties and advances or payments on account of intercompany loan arrangements. The ability of these subsidiaries to make dividend payments to the Company will be affected by, among other factors, the obligations of these entities to their creditors, requirements of corporate and other law, and restrictions contained in agreements entered into by or relating to these entities.

Note 18—Financial Information for the Company and Its Subsidiaries (Continued)

The following supplemental consolidating financial information sets forth, on a combining basis, balance sheets, statements of comprehensive income (loss) and statements of cash flows for the Company, the guarantor subsidiaries, the non-guarantor subsidiaries and elimination entries necessary to consolidate the Company and its subsidiaries. This information is presented in lieu of separate financial statements and other related disclosures pursuant to Regulation S-X Rule 3-10 of the Securities Exchange Act of 1934, as amended, "Financial Statements of Guarantors and Issuers of Guaranteed Securities Registered or Being Registered."

The operating and investing activities of the separate legal entities are fully interdependent and integrated. Accordingly, the results of the separate legal entities are not representative of what the operating results would be on a standalone basis.

Note 18—Financial Information for the Company and Its Subsidiaries (Continued)

	Issuer		Combined Guarantor Subsidiaries			Combined Non- Guarantor Subsidiaries			Eliminations			Consolidated Total

ASSETS
Current assets:
Cash	$	14,843	$	—		$	6,410		$	—		$	21,253
Accounts receivable		78		44,885			17,247			—			62,210
Inventory		—		24,553			9,490			—			34,043
Other current assets		53,853		(45,072	)		1,009			—			9,790


Total current assets		68,774		24,366			34,156			—			127,296
Property, plant and equipment		8,061		18,037			2,838			—			28,936
Goodwill		—		310,576			48,250			—			358,826
Intangible assets		—		276,461			38,198			(1,189	)		313,470
Investment in subsidiaries		647,107		115,394			—			(762,501	)		—
Other assets		3,632		87			—			—			3,719


Total assets	$	727,574	$	744,921		$	123,442		$	(763,690	)	$	832,247




LIABILITIES AND SHAREHOLDER'S EQUITY
Current liabilities:
Accounts payable	$	169	$	5,103		$	2,856		$	—		$	8,128
Accrued expenses and other current liabilities		10,063		8,263			5,129			—			23,455
Due to Clorox		69		23			(1	)		—			91
Due to Parent		745		—			—			—			745
Notes payable, current portion		71		—			—			—			71


Total current liabilities		11,117		13,389			7,984						32,490
Notes payable, less current portion and discount		553,511		—			—			—			553,511
Other liabilities		2,500		—			—			—			2,500
Deferred income taxes		5,121		84,425			64			—			89,610


Total liabilities		572,249		97,814			8,048			—			678,111
Shareholder's equity		155,325		647,107			115,394			(763,690	)		154,136


Total liabilities and shareholder's equity	$	727,574	$	744,921		$	123,442		$	(763,690	)	$	832,247

Note 18—Financial Information for the Company and Its Subsidiaries (Continued)

	Issuer		Combined Guarantor Subsidiaries			Combined Non- Guarantor Subsidiaries		Eliminations			Consolidated Total

ASSETS
Current assets:
Cash	$	1,477	$	—		$	2,729	$	—		$	4,206
Accounts receivable		105		49,635			19,862		—			69,602
Inventory		—		31,718			10,726		—			42,444
Other current assets		50,116		(38,357	)		1,132		—			12,891


Total current assets		51,698		42,996			34,449		—			129,143
Property, plant and equipment		8,682		19,397			3,394		—			31,473
Goodwill		—		310,577			51,639		—			362,216
Intangible assets		—		307,401			45,887		(383	)		352,905
Investment in subsidiaries		687,226		122,893			—		(810,119	)		—
Other assets		4,943		77			—		—			5,020


Total assets	$	752,549	$	803,341		$	135,369	$	(810,502	)	$	880,757




LIABILITIES AND SHAREHOLDER'S EQUITY
Current liabilities:
Accounts payable	$	888	$	8,868		$	3,402	$	—		$	13,158
Accrued expenses and other current liabilities		12,397		7,215			8,959		—			28,571
Due to Clorox		—		22			115		—			137
Due to Parent		795		—			—		—			795
Notes payable, current portion		279		—			—		—			279


Total current liabilities		14,359		16,105			12,476					42,940
Notes payable, less current portion and discount		553,581		—			—		—			553,581
Other liabilities		2,500		—			—		—			2,500
Deferred income taxes		5,121		100,010			—		—			105,131


Total liabilities		575,561		116,115			12,476		—			704,152
Shareholder's equity		176,988		687,226			122,893		(810,502	)		176,605


Total liabilities and shareholder's equity	$	752,549	$	803,341		$	135,369	$	(810,502	)	$	880,757

Note 18—Financial Information for the Company and Its Subsidiaries (Continued)

Condensed Consolidating Statement of Comprehensive (Loss) Income
Year Ended December 31, 2013

	Issuer			Combined Guarantor Subsidiaries			Combined Non- Guarantor Subsidiaries			Eliminations			Consolidated Total

Net sales	$	—		$	235,897		$	75,557		$	(21,498	)	$	289,956
Cost of products sold		—			124,194			55,353			(21,498	)		158,049


Gross profit		—			111,703			20,204			—			131,907
Operating expenses:
Selling and administrative expenses		19,316			10,903			10,475			—			40,694
Advertising costs		—			21,549			6,238			—			27,787
Research and development costs		—			2,463			11			—			2,474
Amortization of acquired intangible assets		—			30,181			6,607			—			36,788


Total operating expenses		19,316			65,096			23,331			—			107,743


Operating (loss) profit		(19,316	)		46,607			(3,127	)		—			24,164
Non-operating expenses (income):
Interest expense		48,015			1			8			—			48,024
Other (income) expense		(72	)		82			275			—			285


(Loss) earnings before income taxes		(67,259	)		46,524			(3,410	)		—			(24,145	)
(Benefit) provision for income taxes		(19,194	)		8,045			374			—			(10,775	)
Equity earnings (loss) of subsidiaries, net of taxes		34,695			(3,784	)		—			(30,911	)		—


Net (loss) earnings	$	(13,370	)	$	34,695		$	(3,784	)	$	(30,911	)	$	(13,370	)




Other comprehensive (loss) income:
Foreign currency translation gain (loss)		(9,389	)		(9,389	)		(9,389	)		18,778			(9,389	)


Comprehensive (loss) income	$	(22,759	)	$	25,306		$	(13,173	)	$	(12,133	)	$	(22,759	)

Note 18—Financial Information for the Company and Its Subsidiaries (Continued)

Condensed Consolidating Statement of Comprehensive (Loss) Income
Year Ended December 31, 2012

	Issuer			Combined Guarantor Subsidiaries			Combined Non- Guarantor Subsidiaries			Eliminations			Consolidated Total

Net sales	$	154		$	255,078		$	79,693		$	(28,457	)	$	306,468
Cost of products sold		—			137,302			58,725			(28,457	)		167,570


Gross profit		154			117,776			20,968			—			138,898
Operating expenses:
Selling and administrative expenses		23,788			13,434			11,084			—			48,306
Advertising costs		—			24,296			6,776			—			31,072
Research and development costs		—			2,211			—			—			2,211
Amortization of acquired intangible assets		—			30,181			6,520			—			36,701
Goodwill impairment		—			—			24,117			—			24,117


Total operating expenses		23,788			70,122			48,497			—			142,407


Operating (loss) profit		(23,634	)		47,654			(27,529	)		—			(3,509	)
Non-operating expenses (income):
Interest expense		48,887			—			—			—			48,887
Other (income) expense		61			(48	)		432			—			445


(Loss) earnings before income taxes		(72,582	)		47,702			(27,961	)		—			(52,841	)
(Benefit) provision for income taxes		(2,751	)		(5,312	)		1,023			—			(7,040	)
Equity earnings (loss) of subsidiaries, net of taxes		24,030			(28,984	)		—			4,954			—


Net (loss) earnings	$	(45,801	)	$	24,030		$	(28,984	)	$	4,954		$	(45,801	)




Other comprehensive (loss) income:
Foreign currency translation gain (loss)		3,807			3,807			3,807			(7,614	)		3,807


Comprehensive (loss) income	$	(41,994	)	$	27,837		$	(25,117	)	$	(2,660	)	$	(41,994	)

Note 18—Financial Information for the Company and Its Subsidiaries (Continued)

Condensed Consolidating Statement of Comprehensive (Loss) Income
Year Ended December 31, 2011

	Issuer			Combined Guarantor Subsidiaries			Combined Non- Guarantor Subsidiaries			Eliminations			Consolidated Total

Net sales	$	—		$	233,176		$	77,870		$	(29,729	)	$	281,317
Cost of products sold		—			123,721			59,122			(29,729	)		153,114
Cost of products sold—acquisition related		—			4,439			—			—			4,439


Gross profit		—			105,016			18,748			—			123,764
Operating expenses:
Selling and administrative expenses		17,475			11,766			10,999			—			40,240
Advertising costs		—			17,941			6,758			—			24,699
Research and development costs		—			2,307			—			—			2,307
Amortization of acquired intangible assets		—			30,181			6,520			—			36,701
Acquisition related charges		1,020			—			—			—			1,020


Total operating expenses		18,495			62,195			24,277			—			104,967


Operating (loss) profit		(18,495	)		42,821			(5,529	)		—			18,797
Non-operating expenses (income):
Interest expense		48,090			—			—			—			48,090
Other (income) expense		(64	)		(95	)		239			—			80


(Loss) earnings before income taxes		(66,521	)		42,916			(5,768	)		—			(29,373	)
(Benefit) provision for income taxes		(35,194	)		24,099			(610	)		—			(11,705	)
Equity earnings (loss) of subsidiaries, net of taxes		13,659			(5,158	)		—			(8,501	)		—


Net (loss) earnings	$	(17,668	)	$	13,659		$	(5,158	)	$	(8,501	)	$	(17,668	)




Other comprehensive (loss) income:
Foreign currency translation loss		(2,007	)		(2,007	)		(2,007	)		4,014			(2,007	)


Comprehensive (loss) income	$	(19,675	)	$	11,652		$	(7,165	)	$	(4,487	)	$	(19,675	)

Note 18—Financial Information for the Company and Its Subsidiaries (Continued)

	Issuer			Combined Guarantor Subsidiaries			Combined Non- Guarantor Subsidiaries			Eliminations			Consolidated Total

Cash flows from operating activities:
Net earnings (loss)	$	(13,370	)	$	34,695		$	(3,784	)	$	(30,911	)	$	(13,370	)
Adjustments:
Depreciation and amortization		6,066			34,194			7,586			—			47,846
Share based compensation		290			—			—			—			290
Deferred income taxes		765			(15,589	)		41			—			(14,783	)
Equity (loss) earnings of subsidiaries, net of taxes		(34,695	)		3,784			—			30,911			—
Other		—			75			(12	)		—			63
Cash effect of changes, net of acquisition effects, in:
Receivables		27			4,750			4,178			—			8,955
Inventory		—			7,165			2,111			—			9,276
Due from Clorox		69			—			(115	)		—			(46	)
Other current assets		(5,782	)		6,709			(146	)		—			781
Prepaid taxes		1,215			—			—			—			1,215
Accounts payable and accrued liabilities		(3,052	)		(2,717	)		(4,853	)		—			(10,622	)
Intercompany		66,019			(70,338	)		2,981			—			(1,338	)


Net cash provided by operating activities		17,552			2,728			7,987			—			28,267


Cash flows from investing activities:
Capital expenditures		(1,136	)		(2,728	)		(441	)		—			(4,305	)
Acquisition, net		—			—			(3,084	)		—			(3,084	)


Net cash used in investing activities		(1,136	)		(2,728	)		(3,525	)		—			(7,389	)


Cash flows from financing activities:
Borrowings under revolver		23,000			—			—			—			23,000
Payments on revolver		(23,000	)		—			—			—			(23,000	)
Principal payments on notes payable and other		(3,000	)		—			(611	)		—			(3,611	)
Advance from Parent		(50	)		—			—			—			(50	)


Net cash used in financing activities		(3,050	)		—			(611	)		—			(3,661	)


Effect of exchange rate on cash		—			—			(170	)		—			(170	)


Net increase in cash		13,366			—			3,681			—			17,047
Cash at beginning of period		1,477			—			2,729			—			4,206


Cash at end of period	$	14,843		$	—		$	6,410		$	—		$	21,253

Note 18—Financial Information for the Company and Its Subsidiaries (Continued)

	Issuer			Combined Guarantor Subsidiaries			Combined Non- Guarantor Subsidiaries			Eliminations			Consolidated Total

Cash flows from operating activities:
Net earnings (loss)	$	(45,801	)	$	24,030		$	(28,984	)	$	4,954		$	(45,801	)
Adjustments:
Depreciation and amortization		5,651			33,958			7,204			—			46,813
Goodwill impairment		—			—			24,117			—			24,117
Share based compensation		266			—			—			—			266
Deferred income taxes		—			(11,360	)		748			—			(10,612	)
Equity (loss) earnings of subsidiaries, net of taxes		(24,030	)		28,984			—			(4,954	)		—
Other		—			157			—			—			157
Cash effect of changes, net of acquisition effects, in:
Receivables		661			(7,214	)		(8,749	)		—			(15,302	)
Inventory		—			(2,354	)		(2,840	)		—			(5,194	)
Due from Clorox		(244	)		11,455			653			—			11,864
Other current assets		(40,890	)		38,822			1,315			—			(753	)
Accounts payable and accrued liabilities		(2,885	)		6,567			6,827			—			10,509
Book overdraft		(1,987	)		—			—			—			(1,987	)
Income taxes payable		31,173			(35,531	)		(78	)					(4,436	)
Intercompany		83,755			(81,930	)		(820	)		(402	)		603


Net cash (used in) provided by operating activities		5,669			5,584			(607	)		(402	)		10,244


Cash flows from investing activities:
Capital expenditures		(1,453	)		(4,976	)		(1,269	)		—			(7,698	)


Net cash used in investing activities		(1,453	)		(4,976	)		(1,269	)		—			(7,698	)


Cash flows from financing activities:
Borrowings under revolver		64,001			—			—			—			64,001
Payments on revolver		(64,001	)		—			—			—			(64,001	)
Principal payments on notes payable		(3,000	)		—			—			—			(3,000	)
Debt financing costs		(350	)		—			—			—			(350	)


Net cash used in financing activities		(3,350	)		—			—			—			(3,350	)


Effect of exchange rate on cash		611			(608	)		(330	)		402			75


Net (decrease) increase in cash		1,477			—			(2,206	)		—			(729	)
Cash at beginning of period		—			—			4,935			—			4,935


Cash at end of period	$	1,477		$	—		$	2,729		$	—		$	4,206

Note 18—Financial Information for the Company and Its Subsidiaries (Continued)

	Issuer			Combined Guarantor Subsidiaries			Combined Non- Guarantor Subsidiaries			Eliminations			Consolidated Total

Cash flows from operating activities:
Net earnings (loss)	$	(17,668	)	$	13,659		$	(5,158	)	$	(8,501	)	$	(17,668	)
Adjustments:
Depreciation and amortization		4,316			33,319			7,627			—			45,262
Share based compensation		266			—			—			—			266
Deferred income taxes		(1,716	)		(12,410	)		—			—			(14,126	)
Equity (loss) earnings of subsidiaries, net of taxes		(13,659	)		5,158			—			8,501			—
Other		—			80			295						375
Cash effect of changes, net of acquisition effects, in:
Receivables, net		(615	)		(15,881	)		(2,438	)		—			(18,934	)
Inventory		—			(932	)		1,904			—			972
Due from Clorox		(820	)		(7,807	)		(1,426	)		—			(10,053	)
Other current assets		1,040			(541	)		(975	)		—			(476	)
Book overdraft		1,987			—			—			—			1,987
Accounts payable and accrued liabilities		8,855			(6,044	)		(512	)		—			2,299
Intercompany receivable / payable		34,712			(40,710	)		5,612			386			—
Income taxes payable		(35,142	)		35,448			—			—			306


Net cash (used in) provided by operating activities		(18,444	)		3,339			4,929			386			(9,790	)


Cash flows from investing activities:
Capital expenditures		(8,647	)		(3,339	)		(1,025	)		—			(13,011	)


Net cash used in investing activities		(8,647	)		(3,339	)		(1,025	)		—			(13,011	)


Cash flows from financing activities:
Borrowings under revolver		29,500			—			—			—			29,500
Payments on revolver		(29,500	)		—			—			—			(29,500	)
Principal payments on notes payable		(3,000	)		—			—			—			(3,000	)
Advance from Parent		795			—			—			—			795
Debt financing costs		(670	)		—			—			—			(670	)


Net cash used in financing activities		(2,875	)		—			—			—			(2,875	)


Effect of exchange rate on cash		—			—			(704	)		(386	)		(1,090	)


Net (decrease) increase in cash		(29,966	)		—			3,200			—			(26,766	)
Cash at beginning of period		29,966			—			1,735			—			31,701


Cash at end of period	$	—		$	—		$	4,935		$	—		$	4,935

The following table presents selected unaudited financial information for the eight quarters in the two year period ended December 31, 2013. The Company's business is moderately seasonal. Sales are typically higher in the first half of the calendar year as the Company's customers purchase stock for the spring and summer seasons when weather is warmer in the northern hemisphere than in the fall and winter months. This pattern is largely reflective of our customers' seasonal purchasing patterns, as well as the timing of our promotional activities. Weather can also influence consumer behavior, especially for appearance products. Our appearance products sell best during warm, dry weather, and sell less strongly if weather is cold and wet. For these reasons, among others, the Company's results for any quarter are not necessarily indicative of future quarterly results and, accordingly, period-to-period comparisons should not be relied upon as an indication of future performance (in thousands).

On March 17, 2014, the Company paid $10.0 million to acquire a non-controlling equity interest in IDQ Acquisition Corp. ("IDQ") and also paid $1.2 million in transaction fees and closing costs. The transaction fees and closing costs included $0.3 million paid to a board member for services rendered in connection with the transaction. On the same date, Parent acquired a controlling equity interest in IDQ. In connection with the investment the Company entered into a Shared Services and Supply Agreement (the "Shared Services Agreement") with IDQ and Parent pursuant to which certain products and services will be provided on an arm's-length basis by one party to another, as agreed by the Company and IDQ, with the purpose of utilizing the assets and operations of each company to increase sales and lower the combined costs for the mutual benefit of both IDQ and us. In anticipation of the IDQ investment, on March 11, 2014, the Company entered into an amendment of the Credit Facility revising a defined term, Consolidated EBITDA. Consolidated EBITDA is used in the calculation certain financial condition covenants under the Credit Facility. The revision to the definition of Consolidated EBITDA excludes from Consolidated EBITDA fees and expenses incurred for the Company's investment in IDQ Acquisition Corp., the Company's implementation of a management services agreement with IDQ Acquisition Corp. and the Company's pursuit of cost savings, expense reductions and other operating improvements and synergies related to IDQ.

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

Our management team, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, have evaluated the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) as of December 31, 2013, including controls and procedures to timely alert management to material information relating to the Company and its subsidiaries required to be included in the reports the Company files or submits under the Exchange Act. Based on such evaluation, our chief Executive Officer and Chief Financial Officer have concluded that, as of such date, our disclosure controls and procedures were effective.

There have not been any changes in the Company's internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during our fourth fiscal quarter to which this report relates that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.

Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with generally accepted accounting principles. Because of inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

Management assessed the effectiveness of our internal control over financial reporting as of December 31, 2013. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control—Integrated Framework (1992 Framework). Based on this assessment and those criteria, management believes that we maintained effective internal control over financial reporting as of December 31, 2013.

On May 30, 2013, the Board of Directors of Armored AutoGroup Inc. (the "Company") promoted Guy J. Andrysick from Executive Vice President, Sales & Marketing, to Executive Vice President and Chief Operating Officer. In this new role, Mr. Andrysick oversees Company research and development, operations, and sales and marketing. In connection with his new responsibilities, Mr. Andrysick's annual salary was increased to $408,750 and his option grant was increased by 350,000 options.

Pursuant to the Advisory Services and Monitoring Agreement, Avista Capital Holdings is entitled to an annual fee of $1.0 million as consideration for ongoing advisory services. For additional information concerning compensation of Avista Capital Holdings, see Item 13. "Certain Relationships and Related-Party Transactions, and Director Independence" and "Advisory services and monitoring agreement."

The following table sets forth the names, ages and positions of the executive officers and directors of the Company as of immediately following the closing of the IDQ Acquisition. Armored AutoGroup Parent Inc. ("Parent") is our parent company, and our Board of Directors (the "Board of Directors") mirrors the board of directors of Parent.

Name		Position

David P. Lundstedt	61	Chairman, President and Chief Executive Officer
J. Andrew Bolt	56	Executive Vice President and Chief Financial Officer
Guy J. Andrysick	52	Executive Vice President and Chief Operating Officer
David F. Burgstahler	45	Director
David Durkin	45	Director
Jackson Phillips	33	Director
Allen Yurko	62	Director
Michael Klein	56	Director
Christian Michalik	45	Director

David P. Lundstedt is the Chairman and a member of our Board of Directors and President and Chief Executive Officer, a position he has held since November 2010. Prior to joining us, Mr. Lundstedt was president of Sun Products (a merger of Huish detergents and the Unilever North American laundry business) from September 2008 to January 2010. From February 2008 to September 2008, he served as President and Chief Executive Officer of Huish Detergents. Mr. Lundstedt has had a career extending over 30 years in the automotive aftermarket industry, including serving as President of the Consumer Products division of Honeywell International from 1997 to 2007 and as President and CEO of Prestone Products Corporation from 1994 to 1997. He serves on the board of directors of AireDock Systems. Mr. Lundstedt graduated with a Bachelor degree in Business and Marketing from the University of Illinois. Mr. Lundstedt was chosen as Chairman of Parent and our Board of Directors because of his extensive experience in the consumer products industry in senior positions. His prior leadership roles at consumer products companies provides him with key experience in the consumer products industry and contributes to his ability to make strategic decisions with respect to our business.

J. Andrew Bolt is Executive Vice President and Chief Financial Officer, a position he has held since August 2011. From November 2000 to December 2010, Mr. Bolt served as Executive Vice President, Chief Financial Officer and Director of American Safety Razor Company, a privately-held global wet shaving razor and blade manufacturer based in Cedar Knolls, NJ. American Safety Razor filed for Chapter 11 bankruptcy protection in July 2010 and was purchased by Energizer Holdings Inc. in November 2010. Mr. Bolt also held chief financial officer and other senior financial positions with Maple Leaf Foods USA Inc. and Maple Leaf Bakery Inc., US subsidiaries of a publicly- traded Canadian food company, Bidermann Industries, Inc., a privately- held apparel business in New York, NY and with Federal Resources Corporation, a publicly traded manufacturing, retail consumer and natural resources business in New York, NY. He holds a B.S. in Business Administration (Accounting) from Auburn University and M.A. in Accounting from The University of Alabama.

Guy J. Andrysick is Executive Vice President and Chief Operating Officer, a position he has held since May 2013. Prior to this and since joining us in January 2011 he held the position of Executive Vice President of Sales & Marketing. Prior to joining us, Mr. Andrysick was Senior Vice President for Honeywell's Consumer Products Group, a division of Honeywell International Inc. Mr. Andrysick

joined the division of AlliedSignal that ultimately became Honeywell's Consumer Products Group in 1997. At Honeywell, Mr. Andrysick managed approximately 150 employees and was responsible for the marketing and sales of its automotive aftermarket products brands including Prestone ®, Fram ® and Autolite ®. He holds a B.S. in Business Administration from Wake Forest University.

David F. Burgstahler is a Director and the Chairman of our Compensation Committee. He was a founding partner of Avista in 2005 and, since 2009, has been President of Avista. Prior to forming Avista, he was a partner of DLJ Merchant Banking ("DLJMB"). He was at DLJ Investment Banking from 1995 to 1997 and at DLJMB from 1997 through 2005. Prior to that, he worked at Andersen Consulting (now known as Accenture) and McDonnell Douglas (now known as Boeing). He currently serves as a Director of AngioDynamics (Nasdaq: ANGO), ConvaTec, INC Research Holdings, Inc., Lantheus Medical Imaging, Strategic Partners, Inc., Vertical/Trigen Holdings, LLC and Visant Corporation. He previously served as a Director of a number of public and private companies, including Warner Chilcott plc (Nasdaq: WCRX) and BioReliance Holdings, Inc. He holds a Bachelor of Science in Aerospace Engineering from the University of Kansas and an M.B.A. from Harvard Business School. Mr. Burgstahler was chosen as a Director of Parent because of his strong finance and management background, with over 18 years in banking and private equity finance. He has extensive experience serving as a director for a diverse group of private and public companies.

David Durkin is a Director and the Chairman of our Audit Committee. He was one of the founding partners of Avista in 2005. Prior to forming Avista, Mr. Durkin was a partner of DLJMB. Mr. Durkin was at DLJ Investment Banking from 1996 to 2000 and DLJMB from 2000 to 2005. Prior to joining DLJ Investment Banking, Mr. Durkin worked as a public accountant for Arthur Andersen where he achieved the designation of CPA. Mr. Durkin currently serves as a Director of IWCO, Strategic Partners and Top-Co. He previously served as a Director of Anthony International, Arcade Marketing, Frontier Drilling ASA, Merrill Corporation, Prometheus Laboratories and Seabulk International. Mr. Durkin received a B.A. in Economics from Stanford University and an M.B.A. from The Wharton School. Mr. Durkin was chosen as a Director of Parent because of his strong finance, accounting and management background, with over 16 years in investment banking and private equity, and his experience serving as director of public and private companies.

Jackson Phillips is a Director and member of our Audit Committee. He is a Principal of Avista and was a founding member of Avista in 2005. Prior to forming Avista, Mr. Phillips was an investment professional with DLJ Merchant Banking during 2005. He also worked in the investment banking division of JP Morgan from 2002 to 2004. Mr. Phillips currently serves as a director for Zest Anchors and previously served as a director of Anthony International. Mr. Phillips holds a B.S. in Business Administration from the University of North Carolina at Chapel Hill and an M.B.A. from The Wharton School. Mr. Phillips was chosen as a director of the Company because of his strong finance and management background, with over 10 years in investment banking and private equity.

Allen Yurko is a Director and member of our Compensation Committee. He joined Avista in July 2010, where he is an Industrials Industry Executive, focused on investing in growth oriented industrial and business services companies. Prior to joining Avista, Mr. Yurko was an Industrial Partner at DLJMB from May 2007 to June 2010. From February 2002 to May 2007, he worked at Compass Partners, where he served as an Operating Partner and Director. Mr. Yurko was also the Chairman of three successful Compass Partners buy-outs; SSD Drives plc, FlaktWoods Ag, and Eco Group SpA. Mr. Yurko's public company career spans nearly 25 years, including early management positions with Eaton Corporation and Joy Manufacturing Company in the United States. His prior experience includes serving as Chief Executive Officer of both UK Industrials Group Siebe plc (London) and Invensys plc. He has served as a Director of 22 other public and private companies in 7 different countries and is currently on the Board of Directors of Guala Closures SpA and is Chairman of the Board of Top-Co Inc. and Telular Inc. Mr. Yurko holds a Bachelors of Business from Lehigh University

and an M.B.A. from Baldwin- Wallace College. Mr. Yurko was chosen as a Director of Parent because of his extensive experience as an operator of a variety of industrial businesses, many of which had consumer facing components. He also has valuable financial experience after having served as the Chief Financial Officer and in other finance roles at several companies.

On March 17, 2014, Michael Klein was appointed as a member of our Board of Directors. Mr. Klein will become our Chief Executive Officer effective March 24, 2014. Mr. Klein previously was President, Chief Executive Officer and a Director of IDQ Holdings, Inc. Mr. Klein joined IDQ Holdings, Inc. in 2007 and led its merger with EF Products and the subsequent facility move to Garland, Texas. Mr. Klein formerly served as Chief Executive Officer of Murray's Discount Auto Stores, a 100+ store chain based out of Belleville, Michigan and now part of O'Reilly Auto Parts. Mr. Klein worked for Murray's Discount Auto Stores from 1978 to early 2005 in various capacities, including Chief Executive Officer, Chief Financial Officer, Chief Operating Officer, President and Chairman of the Board. Prior to joining Murray's Discount Auto Stores, Mr. Klein was a Certified Public Accountant and Certified Financial Planner with the Michigan accounting firm of Gordon & Company. Mr. Klein graduated (with High Distinction) in 1979 from Wayne State University in Detroit and holds a B.S. in Business Administration.

On March 17, 2014, Cristian Michalik was appointed as a member of our Board of Directors. Mr. Michalik is a Managing Director of Kinderhook Industries and has been a director of IDQ Holdings Inc. since 2012. From 1999 through 2003, Mr. Michalik was a partner at Soros Private Equity Partners, a multi-billion dollar leveraged buyout fund sponsored by George Soros. From 1996 to 1999, Mr. Michalik was an investment manager with Capital Resource Partners, a middle market growth mezzanine investment firm based in Boston, MA. Prior to Capital Resource Partners, Mr. Michalik was an associate at Colony Capital, a real estate investment firm in Los Angeles. Mr. Michalik began his career as an M&A analyst at Salomon Brothers, Inc. Mr. Michalik graduated from Yale University and received his MBA with Distinction from Harvard Business School. Mr. Michalik serves on the Board of Directors of Wellcare Health Plans, Inc., Longevity Alliance and several other privately-held companies. He is also the Chairman of Clinical Research Advantage, Global Health and E4 Health. He has relevant investment experience in healthcare services, business services and light manufacturing. Mr. Michalik was chosen as a Director because of his extensive background in mergers and banking, and his experience serving as director of several other public and private companies.

The Board of Directors is responsible for the management of our business. In connection with the closing of the IDQ Acquisition, the size of the Board of Directors was increased to seven members. The composition of our Board of Directors mirrors that of Parent's board of directors. Pursuant to the Amended and Restated Stockholders Agreement (the "Stockholders Agreement"), dated as of March 17, 2014 by and among Parent, Avista Capital Partners II, L.P., Avista Capital Partners (Offshore) II, L.P., Avista Capital Partners (Offshore) II-A, LLP and IDQ's former stockholders, described in Part III. Item 13—Certain Relationships and Related Transactions, and Director Independence Avista has the right to appoint five members of the Parent's board of directors. Pursuant to the Stockholders Agreement, KI-IDQ 2012 Holdings, LLC has the right to appoint one member of the Parent's board of directors so long as it (or its permitted transferees) continues to own 50% of the shares of Parent's capital stock it received in the IDQ Acquisition. Our then current Chief Executive Officer shall also serve as a member of the Board of Directors. Messrs. Burgstahler, Durkin, Phillips and Yurko were appointed by Avista pursuant to the Stockholders Agreement and, once Mr. Lundstedt ceases to serve as our CEO, Mr. Lundstedt will be appointed by Avista pursuant to the Stockholders Agreement. KI-IDQ 2012 Holdings, LLC appointed Mr. Michalik to serve on the Parent's board of directors pursuant to the Stockholders Agreement.

Although not formally considered by the Board of Directors because our securities are not registered or traded on any national securities exchange, we believe that Mr. Michalik would be considered independent for the Board of Directors purposes based upon the listing standards of the New York Stock Exchange.

The Audit Committee is composed of Messrs. Durkin and Phillips. In light of our status as a closely held company and the absence of a public trading market for our common stock, Mr. Durkin has been designated by the Board of Directors the Company's "audit committee financial expert." The Compensation Committee is composed of Messrs. Burgstahler and Yurko.

We have adopted a code of conduct and ethics for all of our employees, including our principal executive, principal financial and accounting officer, and our controller, or persons performing similar functions, and each of the non-employee directors on our Board of Directors.

The following discussion and tabular disclosure describes the material elements of compensation for our most highly compensated executive officers as of December 31, 2013 (collectively our named executive officers). Our named executive officers for 2013 were:

The only named executive officer for which we have an employment agreement is Mr. Lundstedt.

The term of the employment agreement was the two years following the Acquisition, with automatic extensions for one-year periods unless either Mr. Lundstedt or we elect not to renew. Pursuant to the employment agreement, so long as Mr. Lundstedt continues to serve as our Chief Executive Officer and Chairman of our Board of Directors, he will receive $650,000 in annual base salary, subject to any increases in base salary as may be determined from time to time at the sole discretion of the Compensation Committee of our Board of Directors. In addition, Mr. Lundstedt shall be eligible to receive an annual bonus award of at least 75% of his base salary based upon the achievement of certain performance targets. Mr. Lundstedt is also eligible to participate in our health, life and disability insurance, and retirement and fringe employee benefit plans on the same basis as those benefits are generally made available to our other senior executives.

If we terminate Mr. Lundstedt with cause, Mr. Lundstedt resigns without good reason or Mr. Lundstedt elects not to renew the employment agreement, then he will be entitled to receive his base salary through the date of termination and reimbursement for any unreimbursed business expenses properly incurred by Mr. Lundstedt prior to termination, so long as these claims are submitted within 30 days of termination. In the event of Mr. Lundstedt's resignation without good reason, he will also be entitled to such vested or accrued employee benefits as to which he is entitled under our employee benefit plans.

If Mr. Lundstedt's employment terminates as a result of his death or if we terminate Mr. Lundstedt due to his physical or mental illness, injury or infirmity which is reasonably likely to prevent or prevents him from performing his essential job functions for 90 consecutive calendar days or an aggregate of 120 calendar days out of any consecutive twelve month period, then Mr. Lundstedt or his estate will be entitled to receive: (a) his base salary through the date of termination; (b) reimbursement for any unreimbursed business expenses properly incurred; (c) any vested or accrued employee benefits as to which he is entitled under our employee benefit plans; (d) the portion of his target annual bonus that has been earned but not paid for any fiscal year that ended prior to the date of termination; and (e) the pro-rata portion of his annual bonus for the fiscal year in which his employment was terminated based on actual results for such fiscal year payable at the same time bonuses are paid to our other senior executives.

If we terminate Mr. Lundstedt without cause, Mr. Lundstedt resigns with good reason or we elect not to renew the employment agreement, then he will be entitled to receive: (a) his base salary through the date of termination; (b) reimbursement for any unreimbursed business expenses properly incurred; (c) any vested or accrued employee benefits as to which he is entitled under our employee benefit plans; (d) the portion of his target annual bonus that has been earned but not paid for any fiscal year that ended prior to the date of termination; (e) the pro-rata portion of his annual bonus for the fiscal year in which his employment was terminated based on actual results for such fiscal year payable at the same time bonuses are paid to our other senior executives; (f) subject to Mr. Lundstedt's continued compliance with the non-competition, non-solicitation and confidentiality clauses within his employment agreement, continued payment of his base salary in accordance with our normal payroll practices for a period equal to twelve months following the date of termination; and (g) for a period equal to twelve months following the date of termination, continued life insurance and group medical coverage for Mr. Lundstedt and his eligible dependents upon the same terms as provided to our other senior executive officers and at the same coverage levels, except that such coverage shall cease upon Mr. Lundstedt becoming employed by another employer and eligible for life insurance and/or medical coverage with such other employer. Mr. Lundstedt shall only be entitled to receive the benefits described above in clause (d), (e), (f) and (g) to the extent that he executes an effective general release of claims against us.

In conjunction the IDQ Investment and the IDQ Acquisition, we entered into a Shared Services and Supply Agreement (the "Shared Services Agreement") with Parent, IDQ Acquisition Corp ("IDQ") and its subsidiaries. Pursuant to the Shared Services Agreement, among other things, AAG will be responsible for a portion of the compensation costs, severance and benefits costs and expenses (attributable to AAG as determined by Parent) associated with Mr. Klein's and Mr. Rooney's employment agreements.

Mr. Klein's employment agreement provides for an initial term of one year following the IDQ Acquisition, with automatic one day extensions such that the remaining term is always not less than one year. Pursuant to the employment agreement, so long as Mr. Klein continues to serve as our Chief Executive Officer, he will receive $650,000 in annual base salary, subject to any increases in base salary as may be determined from time to time in the sole discretion of the Compensation Committee of our Board of Directors. In addition, Mr. Klein shall be eligible to receive an annual bonus award with the target amount of such bonus equal to 100% of his base salary, subject to the achievement of specified performance targets. Mr. Klein is also eligible to participate in our health, life and disability insurance, and retirement and fringe employee benefit plans on the same basis as those benefits are generally made available to our other employees.

If (i) Parent terminates Mr. Klein for cause, (ii) Mr. Klein resigns without good reason, (iii) Mr. Klein's employment terminates as a result of his death or (iv) Parent terminates Mr. Klein for his inability to perform the material duties of his employment for a continuous period of 90 days or an

aggregate period of 150 days during any consecutive 365 day period due to his incapacity due to physical or mental injury, infirmity or incapacity, then he will be entitled to receive: (a) his base salary through the date of termination; (b) accrued but unused vacation time as of the date of such termination; and (c) reimbursement for any unreimbursed business expenses properly incurred by Mr. Klein prior to termination.

If (i) Parent terminates Mr. Klein without cause or (ii) Mr. Klein resigns with good reason, then he will be entitled to receive: (a) cash severance equal to one year of base salary, commencing on the first payroll period on or following the 60th day after the date of termination, (b) a pro-rated bonus, (c) accrued but unused vacation time as of the date of such termination, (d) any properly incurred but unreimbursed business expenses through the date of such termination, (e) if Mr. Klein so timely elects, continued health benefits (to the extent permitted under applicable law and the applicable plan) through the first anniversary of the date of termination at Parent's expense, subject to continued copayment of premiums at the same level and cost to Mr. Klein as if Mr. Klein was an employee of the Company.

If Parent terminates Mr. Klein because Parent has failed to meet at least 90% of the budgeted EBITDA over a consecutive 18-month period, then Mr. Klein will be entitled to receive: (a) cash severance payments equal to six months of his base salary, commencing on or following the 60th day after the date of termination, (b) accrued but unused vacation time as of the date of such termination, and (c) any properly incurred but unreimbursed business expenses through the date of such termination.

Mr. Klein shall only be entitled to receive the benefits described in the above (except for terminations for cause or death or disability) to the extent that he executes an effective general release of claims against us.

Mr. Klein's employment agreement further contains the following restrictive covenants: (a) confidentiality covenant; (b) non-solicitation covenant for the employment period and 36 months following termination with respect to customers or suppliers of Parent and its current and future subsidiaries (the "Parent Group") who have been customers or suppliers of the Parent Group within 24 months prior to Mr. Klein's termination; (c) non-solicitation covenant for the employment period and 36 months following termination with respect to employees of the Parent Group who have been employed by the Parent Group within 12 months prior to any solicitation; (d) 36-month post-termination non-competition covenant covering current and potential business of the Parent Group; (e) non-disparagement covenant; and (f) employee inventions covenant.

In connection with the IDQ Acquisition, in his capacity as a former stockholder of IDQ, Michael Klein received consideration equal to (i) approximately $2.4 million in cash, (ii) 803,731 shares of Parent's common stock and (iii) 188 shares of Parent's Series A Preferred Stock.

Gerard Rooney was appointed as Executive Vice President, Operations effective March 24, 2014. Prior to that, Mr. Rooney was Chief Financial Officer of IDQ Holdings, Inc., which he joined in March 2002 as Chief Financial Officer. Mr. Rooney served as President of Interdynamics, Inc. before the merger of IDQ with EF Products in 2007 and was instrumental in IDQ's growth and development of key strategic initiatives. Prior to joining IDQ, Mr. Rooney was a Divisional Chief Financial Officer at Pennzoil-Quaker State Corporation, where, in addition to his duties as Chief Financial Officer, he also managed the integration of Medo Industries following its acquisition by Pennzoil-Quaker State. Prior to Pennzoil-Quaker State, Mr. Rooney was an investment fund controller at Stratum Group LP, a New York based financial services firm, was Financial Controller at Lotepro Corporation, a subsidiary of the German-based Linde AG, served in several senior financial positions with Amerada Hess Corporation,

and was an auditor at KPMG Peat Marwick. Mr. Rooney is a Certified Public Accountant and holds his B.B.A. in Accounting from Pace University.

Mr. Rooney entered into an employment agreement with IDQ Acquisition Corp. on May 10, 2010. Pursuant to the Shared Services Agreement, AAG will be responsible for its pro rata portion of the compensation costs associated with Mr. Rooney's employment agreement.

Mr. Rooney's employment agreement provides for an initial term of one year, with automatic one day extensions such that the remaining term is always not less than one year. Pursuant to the employment agreement, so long as Mr. Rooney continues to serve as our Vice President of Operations, he will receive an annual base salary, currently $303,400, subject to any increases in base salary as may be determined from time to time in the sole discretion of the Compensation Committee of our Board of Directors. In addition, Mr. Rooney shall be eligible to receive an annual bonus award with the target amount of such bonus equal to 50% of his base salary, subject to the achievement of specified performance targets. Mr. Rooney is also entitled to certain other benefits under his existing employment agreement.

If (i) IDQ terminates Mr. Rooney for cause, (ii) Mr. Rooney resigns without good reason, (iii) Mr. Rooney's employment terminates as a result of his death or (iv) Parent terminates Mr. Rooney for his inability to perform the material duties of his employment for a continuous period of 90 days or an aggregate period of 150 days during any consecutive 365 day period due to his incapacity due to physical or mental injury, infirmity or incapacity, then he will be entitled to receive: (a) his base salary through the date of termination; (b) accrued but unused vacation time as of the date of such termination; and (c) reimbursement for any unreimbursed business expenses properly incurred by Mr. Rooney prior to termination.

If (i) IDQ terminates Mr. Rooney without cause or (ii) Mr. Rooney resigns with good reason, then he will be entitled to receive: (a) cash severance equal to the base salary that would otherwise be paid to Mr. Rooney for the remainder of the term (not to exceed one year base salary) had Mr. Rooney not otherwise terminated employment, commencing on the first payroll period on or following the 60th day after the date of termination, (b) a pro-rated bonus, (c) accrued but unused vacation time as of the date of such termination, (d) any properly incurred but unreimbursed business expenses through the date of such termination, (e) reimbursement of his COBRA premiums through the first anniversary of the date of termination.

If IDQ terminates Mr. Rooney because IDQ has failed to meet at least 90% of the budgeted EBITDA over a consecutive 18-month period, then Mr. Rooney will be entitled to receive: (a) cash severance payments equal to six months of his base salary, commencing on or following the 60th day after the date of termination, (b) accrued but unused vacation time as of the date of such termination, (c) reimbursement of his COBRA premiums through the first anniversary of the date of termination and (d) any properly incurred but unreimbursed business expenses through the date of such termination.

Mr. Rooney shall only be entitled to receive the benefits described in the above (except for terminations for cause or death or disability) to the extent that he executes an effective general release of claims against us.

Mr. Rooney's employment agreement further contains the following restrictive covenants: (a) confidentiality covenant; (b) non-solicitation covenant for the employment period and 36 months following termination with respect to customers or suppliers of IDQ or any of its subsidiaries or affiliates (the "Company Group") who have been customers or suppliers of the Company Group within 24 months prior to Mr. Rooney's termination; (c) non-solicitation covenant for the employment period and 36 months following termination with respect to employees of the Company Group who have been

employed by the Company Group within 12 months prior to any solicitation; (d) 36-month post-termination non-competition covenant covering current and potential business of the Company Group; (e) non-disparagement covenant; and (f) employee inventions covenant.

In connection with the IDQ Acquisition, in his capacity as a former stockholder of IDQ, Gerard Rooney received consideration equal to (i) approximately $1.7 million in cash, (ii) 551,077 shares of Parent's common stock and (iii) 129 shares of Parent's Series A Preferred Stock.

The Compensation Committee is generally charged with the oversight of our executive compensation program. The Compensation Committee is composed of Messrs. Burgstahler and Yurko. Our compensation program is heavily weighted towards performance based compensation, reflecting our philosophy of increasing our long-term value and supporting strategic imperatives. Total compensation and other benefits consist of the following elements:

We do not offer a defined benefit pension plan. The Compensation Committee supports a competitive employee benefit package, but does not support executive perquisites or other supplemental programs targeted to executives.

Base salaries are intended to provide reasonable and competitive fixed compensation for regular job duties and are established by the Chief Executive Officer in consultation with the Compensation Committee for key executive hires. The level of compensation for any individual is influenced by what similarly situated officers of similarly sized consumer products companies are paid and also recognizes the level of responsibility associated with the position the executive is assuming, the experience level of the employee and other subjective factors.

On March 27, 2012, the Compensation Committee approved an Incentive Bonus Plan for our employees. The purpose of the Incentive Bonus Plan is to annually recognize and reward employees for their contribution to the performance and overall increased profitability and growth of the company. It provides rewards and recognition based on achievement of the Company's designated annual financial targets. An employee's capacity for their position to measurably impact the success of the organization in their job position is a criterion for the level of participation in the plan. Bonus levels are set as a percentage of base salary and are established based upon the scope of an individual's job (the "Target"). The Chief Executive Officer makes the final determination of participant eligibility.

The primary measurement used to determine bonus awards is consolidated earnings before interest, tax, depreciation and amortization ("EBITDA"). All participants will have a minimum of 50% of their bonus based on EBITDA. Based on position responsibilities, individual plan design may also contain additional target metrics. EBITDA may be adjusted by the Board of Directors to exclude the impact of non-recurring items.

Each year, the Compensation Committee will approve a Base Business Plan and a Stretch Business Plan for EBITDA. The Chief Executive Officer will approve the Base Business Plan and Stretch Business Plan targets for any other target metrics. All performance targets will be established no later than ninety days following the commencement of the applicable fiscal year. Financial performance metrics (EBITDA and other financial metrics, if applicable) will be weighted based on job responsibility and scope. Annually, the Chief Executive Officer will approve the weighting of these metrics for all program participants.

The Company will use the approved Base Business Plan and Stretch Business Plan targets to determine the incremental amount of EBITDA dollar growth required for an additional one percent increase in bonus payout above the Base Business Plan EBITDA. Other financial metrics used for bonus calculation will work in a similar fashion.

The Compensation Committee must approve the proposed bonus payout subsequent to the finalization of year end results. Bonus awards will be paid within a reasonable period of time following such approval. Payment of any bonus amount related to performance in excess of the Stretch Business Plan or 200% of a target bonus in a given year will be deferred until the next year. The deferred bonus will be deemed earned in the subsequent year if the Company achieves at least 90% of the actual Base Business Plan EBITDA from the prior year. If the deferred bonus is earned, it will be paid in conjunction with the subsequent year bonus or as approved by the Compensation Committee. If the subsequent year of EBITDA is less than 90% of the prior year's actual EBITDA, the deferred portion of the prior year's bonus is forfeited. Deferred bonuses will earn interest at the Company's cash balance floating interest rate.

In connection with the Acquisition, the Board of Directors approved and adopted the 2010 Equity Incentive Plan (the "2010 Equity Plan"), which allows grants of options, stock appreciation rights, restricted stock, dividend equivalents or other stock-based awards of Parent. As determined by our Compensation Committee, non-employee directors, officers and employees of, and consultants to us and our subsidiaries will be eligible for grants under the 2010 Equity Plan. The purpose of the 2010 Equity Plan is to:

Although we look at competitive long-term equity incentive award values when assessing our compensation programs, we do not make annual executive option grants because, following the Acquisition, we issued large upfront stock option grants that vest over time and with the achievement of certain performance goals in lieu of annual grants. The Compensation Committee believes these stock option grants establish performance objectives and incentives and help align our executives' interests with the interests of the stockholders in fostering long-term value. They also motivate sustained increases in our financial performance and help ensure that the investors have received an appropriate return on their invested capital before executive officers receive significant value from these options.

The maximum number of Parent shares available for issuance under the 2010 Equity Plan is 26,500,000 which may be either authorized and unissued shares or shares held in or acquired for our treasury. In general, if awards under the 2010 Equity Plan for any reason are cancelled, forfeited, expired or terminated, shares covered by such awards will be available for the grant of awards under the 2010 Equity Plan.

The Compensation Committee has full authority to administer and interpret the 2010 Equity Plan, including the power to determine the form, amount and other terms and conditions of awards. Awards granted under the 2010 Equity Plan will be evidenced by award agreements (which need not be identical) that provide additional terms, conditions, restrictions and/or limitations covering the grant of the award. Except as otherwise provided in the applicable award agreement, a participant has no rights as a stockholder with respect to shares covered by any award until the participant becomes the record holder of such shares. The Compensation Committee, in its sole discretion, may provide in an award agreement that such award is subject to cancellation, in whole or in part, due to violation of covenants relating to non-competition, non-solicitation, non-disclosure and certain other activities that conflict with, or are adverse to, our interests. Notwithstanding any other provision of the 2010 Equity Plan, the Board of Directors may at any time amend any or all of the provisions of the 2010 Equity Plan, or suspend or terminate it entirely, retroactively or otherwise, subject to certain limitations. Awards granted under the 2010 Equity Plan are generally non-transferable (other than by will or the laws of descent and distribution) except that the Compensation Committee may provide for the transferability awards to certain family members and related trusts, partnerships and limited liability companies.

In 2013, the Compensation Committee approved grants of options to Messr. Andrysick under the 2010 Equity Plan. The options have an exercise price not less than fair value on the date of grant. Since our common stock is not currently traded on a national securities exchange, fair value is determined reasonably and in good faith by the Board of Directors.

Generally, the options have a ten-year term and are subject to vesting that is either based on the passage of time (the "Time Vesting Options") or performance targets based on returns achieved by our equity investors (the "Performance Vesting Options"). The combination of Time Vesting Options and Performance Vesting Options is designed to compensate our executive officers, including our named executive officers, for their long-term commitment to us. They are also designed to motivate sustained increases in our financial performance and help ensure that the investors have received an appropriate return on their invested capital before executive officers receive significant value from these options.

The Time Vesting Options are granted to aid in retention. Consistent with this goal, the Time Vesting Options granted to Mr. Lundstedt vests ratably on the grant date over the following five years and are subject to forfeiture or acceleration upon the occurrence of certain events. The Performance

Vesting Options are intended to motivate the realization of financial returns in line with our equity investors' expectations. As such, our Performance Vesting Options vest upon the achievement of certain financial return targets for our equity investors.

For additional information concerning the options awarded in 2013, see "—Summary Compensation Table" and "—Outstanding Equity Awards at 2013 Fiscal Year-End."

In order to attract, retain and pay market levels of compensation, we aim to provide benefits to our named executive officers that are consistent with market practices. We offer a 401(k) qualified defined contribution retirement plan for U.S.-based employees, including named executive officers, with a dollar-for-dollar employer match, up to $1,000 per year on any pre-tax or Roth 401(k) contributions. In addition, we may make additional discretionary payments annually to eligible employees. Retirement benefits outside the U.S. offer an employer contribution, with contributions varying by country.

In the event of exercise of an option grant, the resulting shares of Parent that are issued are subject to the provisions of the Stockholders Agreement which, among other things, restricts the transferability of such shares in order to ensure alignment with our equity investors. We do not maintain formal ownership guidelines.

As noted above, Mr. Lundstedt has entered into an employment agreement which details, among other things his rights upon a termination of employment in exchange for non-competition, non-solicitation and confidentiality covenants. See "—Potential Payment Upon Termination or Change in Control."

We believe that reasonable severance benefits are appropriate in order to be competitive in our executive retention efforts. These benefits reflect the fact that it may be difficult for such executive to find comparable employment within a short period of time. We also believe formalized severance arrangements are at times a competitive requirement to attract the required talent for the role.

We were not subject to Section 162(m) of the Internal Revenue Code, as amended in 2010. The Compensation Committee will consider the impact of Section 162(m) in the design of its compensation strategies annually. Under Section 162(m), compensation paid to executive officers in excess of $1.0 million cannot be taken by us as a tax deduction unless the compensation qualifies as performance based compensation. We have determined, however, that we will not necessarily seek to limit executive compensation to amounts deductible under Section 162(m) if such limitation is not in the best interests of our stockholders. While considering the tax implications of its compensation decisions, the Compensation Committee believes its primary focus should be to attract, retain and motivate executives and to align the executives' interests with those of our stockholders.

The Compensation Committee operates its compensation programs with the good faith intention of complying with Section 409A of the Internal Revenue Code. We account for stock based payments with respect to our long-term equity incentive award programs in accordance with the requirements of Accounting Standards Codification 718.

The following table sets forth certain information with respect to compensation for the years ended December 31, 2013 and 2012 earned by or paid to our named executive officers.

Name and Principal Position		Salary ($)		Bonus ($)		Option Awards ($)		Non-Equity Incentive Plan Compensation ($)		All Other Compensation ($)			Total ($)

David P. Lundstedt	2013	$	650,000	$	71,204	$	—	$	—	$	28,056	(1)	$	749,260
Chairman, President and	2012		650,000		—		—		—		27,556	(1)		677,556
Chief Executive Officer
J. Andrew Bolt	2013		331,500		34,835		—		—		26,876	(2)		393,211
Executive Vice President,	2012		326,500		—		—		—		81,626	(2)		408,126
Chief Financial Officer
Guy J. Andrysick	2013		389,519		44,463		31,872		—		27,009	(3)		492,863
Executive Vice President,	2012		356,394		—		—		—		26,448	(3)		382,842
Chief Operating Officer

(1): Includes employer matched contributions to 401(k) plan of $1,000 each year ended December 31, 2013 and 2012; employer discretionary contributions to 401(k) plan of $25,000 and $24,500, respectively, for the years ended December 31, 2013 and 2012; life insurance premiums of $1,056 each year ended December 31, 2013 and 2012; and a credit of $1,000 for opting out of the Company's medical plan in each year ended December 31, 2013 and 2012. Employer discretionary contributions to 401(k) plan are subject to five-year service vesting.
(2): Includes employer match contributions to 401(k) plan of $1,000 in each of the years ended December 31, 2013 and 2012; employer discretionary contributions to 401(k) plan of $25,000 and $24,500 the years ended December 31, 2013 and 2012, respectively; and life insurance premiums of $876 in each of the years ended December 31, 2013 and 2012, respectively. Employer discretionary contributions to 401(k) plan are subject to five-year service vesting.
(3): Includes employer match contributions to 401(k) plan of $1,000 in each of the years ended December 31, 2013 and 2012; employer discretionary contributions to 401(k) plan of $25,000 and $24,500 in the years ended December 31, 2013 and 2012, respectively, and life insurance premiums of $1,009 and $948 in the years ended December 31, 2013 and 2012, respectively. Employer discretionary contributions to 401(k) plan are subject to five-year service vesting.

The following table includes certain information with respect to options held by the named executive officers as of December 31, 2013.

	Option Awards

Plan Category	Number of Securities Underlying Unexercised Options (#) Exercisable		Number of Securities Underlying Unexercised Options (#) Unexercisable		Option Exercise Price ($)		Option Expiration Date
David P. Lundstedt:
Stock Options		1,060,000		4,240,000	$	1.00	11/4/2020
J. Andrew Bolt:
Stock Options		282,667		1,837,333		1.00	11/14/2021
Guy J. Andrysick:
Stock Options		353,333		2,646,667		1.00	1/31/2021 and 5/20/2023

The named executive officers did not exercise any options during 2013. We do not offer any stock awards, other than stock options, from which vesting would occur. During the year ended December 31, 2013, 1,060,000, 282,667 and 353,333 options were granted to Messrs. Lundstedt, Bolt and Andrysick vested, respectively.

We do not offer our executives or others a pension plan. Retirement benefits are limited in the U.S. to participation in our 401(k) plan with a dollar-for-dollar (100%) employer match up to $1,000 per year on any pre-tax or Roth 401(k) contributions. In addition, we may make additional payments to eligible employees under a profit sharing program. Retirement benefits outside of the U.S. offer an employer contribution, varying by country.

The information below describes and quantifies certain compensation that would become payable under certain named executive officer's employment agreements if, as of December 31, 2013, his employment had terminated or there was a change in control. Due to the number of factors that affect the nature and amount of any benefits provided upon the events discussed below, any actual amounts paid or distributed may be different. Factors that could affect these amounts include the timing during the year of any such event.

The Armored AutoGroup Parent Inc. 2010 Incentive Equity Plan and each individual Stock Option Agreement provides for accelerated vesting of both Time Vesting Options and Performance Vesting Options granted under the 2010 Equity Plan upon a change of control and, as to Performance Vesting Options, if net cumulative cash proceeds received by our investors exceed certain multiples of their initial investment. If such a change in control occurred on December 31, 2013, each named executive officer's unvested Time Vesting Options and Performance Vesting Options would immediately vest and become exercisable. The aggregate dollar value of unvested stock options held by such named executive officers on December 31, 2013 is as follows:

Our directors are reimbursed for any expenses incurred in connection with their service.

We pay Avista a management fee of $1.0 million plus out-of-pocket expenses annually pursuant to the Advisory Services and Management Agreement, dated as of November 5, 2010. See Part III. Item 13. Certain Relationships and Related Transactions, and Director Independence.

During 2013, the members of our compensation committee were Messrs. Burgstahler and Yurko. Mr. Burgstahler is the President of Avista. Mr. Yurko is an Industry Executive of Avista. Avista provides us with advisory services pursuant to an advisory services and monitoring agreement and has entered into other transactions with us. See Part III. Item 13. Certain Relationships and Related Transactions, and Director Independence.

Our compensation committee has reviewed and discussed the "Compensation Discussion and Analysis" section, as set forth above, by our management. Based upon this review and discussion, the compensation committee recommended to the Board of Directors that the "Compensation Discussion and Analysis" section set forth above be included in this Annual Report on Form 10-K.

Respectfully, submitted by the Compensation Committee of the Board of Directors.

Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLER MATTERS

As of December 31, 2013, Parent indirectly owns all of our issued and outstanding capital stock through its direct subsidiary and our direct parent, Intermediate. Avista Capital Partners II, L.P., Avista Capital Partners (Offshore) II, L.P., Avista Capital Partners (Offshore) II-A, LLP and ACP Viking Co-Invest LLC (together, the "Avista Entities") collectively own approximately 99.3% of Parent's issued and outstanding capital stock. Avista Capital Partners II GP, LLC ultimately exercises voting and dispositive power over the shares held by the Avista Entities. Voting and disposition decisions at Avista Capital Partners II GP, LLC with respect to such shares are made by an investment committee, the members of which are Thompson Dean, Steven Webster, David Burgstahler and David Durkin In connection with the Acquisition, certain members of management and the Board of Directors purchased shares of Holdings' common stock equaling approximately 0.7% of Parent's issued and outstanding capital stock.

The following table gives information as of December 31, 2013 about the common stock that may be issued under all of our existing equity compensation plans.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED-PARTY TRANSACTIONS, AND DIRECTOR INDEPENDENCE

Our board of directors is primarily responsible for developing and implementing processes and controls to obtain information from our directors, executive officers and significant shareholders regarding related person transactions and then determining, based on the facts and circumstances, whether a related person has a direct or indirect material interest in these transactions. Our audit committee is responsible for review, approval and ratification of "related person transactions" between us and any related person. Under SEC rules, a related person is an officer, director, nominee for director or beneficial holder of more than 5% of any class of our voting securities since the beginning of the last fiscal year or an immediate family member of any of the foregoing. In the course of its review and approval or ratification of a related person transaction, the audit committee considers:

Any member of the audit committee who is a related person with respect to a transaction under review will not be able to participate in the deliberations or vote on the approval or ratification of the transaction. However, such a director may be counted in determining the presence of a quorum at a meeting of the committee that considers the transaction.

Other than agreements and other transactions entered into in connection with the Acquisition or the IDQ Investment and IDQ Acquisition as described below, since December 31, 2011, there has not been, and there is not currently proposed, any transaction or series of similar transactions to which we were or will be a party in which the amount involved and in which any related person had or will have a direct or indirect material interest.

In connection with the Acquisition, Parent entered into a Stockholders Agreement with the Avista Entities and David Lundstedt, Allen Yurko and Charles McIlvaine, as Management Stockholders, dated November 5, 2010 (the "Stockholders Agreement"), which agreement was amended and restated on March 17, 2014 in connection with the closing of the IDQ Acquisition. The Stockholders Agreement governs the parties' respective rights, duties and obligations with respect to the ownership of Parent's securities including actions that require the approval of the Avista Entities, restrictions on the transferability of Parent's securities, tag-along and drag-along rights and obligations, pre-emptive rights, repurchase provisions, registrations rights or international rights. Each stockholder party thereto must vote their shares and take such actions to ensure that the composition of the Board of Directors is consistent with the terms of the Stockholders Agreement.

In connection with the closing of the Acquisition, we entered into an advisory services and monitoring agreement with Avista Capital Holdings, L.P. ("Avista Capital Holdings"), dated as of November 5, 2010 (the "Advisory Services and Monitoring Agreement"), pursuant to which we paid Avista Capital Holdings a one-time closing fee equal to $13.5 million for the consulting and advisory and monitoring services to us, our subsidiaries and our parent companies, and reimbursed Avista for all of its fees and expenses incurred in connection with the Acquisition. In addition, the agreement

provides for the payment of an annual fee equal to $1.0 million as consideration for ongoing advisory services. In the year ended December 31, 2013 we paid approximately $1.1 million under the Advisory Services and Monitoring Agreement. To the extent of any future transaction entered into by us or our affiliates, Avista Capital Holdings may be entitled to receive an additional fee that is reasonable and customary for the services it provides in connection with such future transaction. Avista received a $2.0 million transaction fee from Parent pursuant to the Advisory Services and Monitoring Agreement in connection with the closing of its IDQ Acquisition ($0.2 million of which was paid to Kinderhook Industries). In addition, we will pay directly, or reimburse Avista Capital Holdings for, its out-of-pocket expenses in connection with its performance of services under the Advisory Services and Monitoring Agreement.

In connection with the IDQ Acquisition, we entered into the Shared Services Agreement with IDQ and its subsidiaries and Parent pursuant to which certain products and services to be agreed upon by the parties from time to time will be provided on an arm's-length basis by one party to another. Under the Shared Services Agreement, we are responsible for our pro-rata portion of the compensation costs due to certain of our executives under their employment agreements or otherwise. Transactions under the Shared Services Agreement are required to be, in aggregate, fair and reasonable to us.

Mr. Klein is the sole member of Las Colinas Investments, LLC, which is entitled to receive $125,280 per annum from IDQ Operating, Inc. pursuant to, and subject to the terms and conditions of, the consulting Agreement, dated as of January 28, 2013, as amended, subject to an aggregate cap of $360,000 following April 1, 2014. Mr. Rooney is the sole member of Windy Hill Investments LLC, which is entitled to receive $83,250 per annum from IDQ Operating, Inc. pursuant to, and subject to the terms and conditions of, the consulting Agreement, dated as of January 28, 2013, as amended, subject to an aggregate cap of $240,000 following April 1, 2014. Pursuant to the Shared Services Agreement, AAG will be responsible for a portion of the costs and expenses (attributable to AAG as determined by Parent) associated with such consulting agreements.

In connection with the IDQ Acquisition, in their capacities as former stockholders of IDQ, Michael Klein and Gerard Rooney received consideration equal to (i) approximately $2.4 million and $1.7 million in cash, respectively, (ii) 803,731 and 551,077 shares of Parent's common stock, respectively and (iii) 188 and 129 shares of Parent's Series A Preferred Stock, respectively.

In consideration for services rendered in connection with the IDQ investment, Mr. Yurko received a transaction fee equal to $250,000.

Independence, Avista has the right to appoint five members of Parent's board of directors. Pursuant to the Stockholders Agreement, KI-IDQ 2012 Holdings, LLC has the right to appoint one member of Parent's board of directors so long as it (or its permitted transferees) continues to own 50% of the shares of Parent's capital stock it received in the IDQ Acquisition. Our then current Chief Executive Officer shall also serve as a member of the Board of Directors. Messrs. Burgstahler, Durkin, Phillips and Yurko were appointed by Avista pursuant to the Stockholders Agreement and, once Mr. Lundstedt ceases to serve as our CEO, Mr. Lundstedt will be appointed by Avista pursuant to the Stockholders Agreement. KI-IDQ 2012 Holdings, LLC appointed Mr. Michalik to serve on Parent's board of directors pursuant to the Stockholders Agreement.

The following table sets forth the aggregate fees billed by Ernst & Young LLP during the fiscal years ended December 31, 2013 and 2012.

Audit Fees include fees for professional services rendered for the consolidated audit and quarterly reviews of the Company's financial statements, assistance and review of the Company's Registration Statement, consent in connection with the Registration Statement, international statutory audits, accounting consultations billed as audit services and other accounting and financial reporting consultation and research work necessary to comply with the standards of the Public Company Accounting Oversight Board.

Audit-Related Fees consisted principally of assurance and related services that are reasonably related to the performance of the audit or review of financial statements including accounting consultation in connection with the Acquisition and an employee benefit plan audit in the United Kingdom.

Tax Fees consisted principally of professional services related to U.S. domestic and international tax compliance, tax planning and tax advice. Tax compliance generally involves preparation of original and amended tax returns, claims for refund and tax payment-planning services. Tax planning and tax advice encompass a diverse range of services, including assistance with tax audits and appeals, customs related matters, and requests for rulings or technical advice from taxing authorities.

All Other Fees consisted of amounts billed to the Company for the use of an online accounting research tool.

The charter of the Audit Committee provides that the Committee is responsible for the pre-approval of all audit and permitted non-audit services to be performed for the Company by the independent registered public accounting firm. The Audit Committee has adopted a policy for the pre-approval of services provided by the independent registered public accounting firm.

Each year management requests Audit Committee pre-approval of the annual audits, quarterly reviews and any other engagements of the independent registered public accounting firm known at that time. In connection with these requests, the Committee may consider information about each engagement, including the budgeted fees; the reasons management is requesting the services to be provided by the independent registered public accounting firm; and any potential impact on the independence of the firm. As additional proposed audit and non-audit engagements of the independent registered public accounting firm are identified, or if pre-approved services exceed the pre-approved budgeted amount for those services, the Audit Committee will consider similar information in connection with the pre-approval of such engagements or services. If Audit Committee pre-approvals are required between regularly scheduled committee meetings, the Audit Committee has delegated to the Chairman of the Audit Committee, or an alternate member of the Audit Committee, the authority to grant pre-approvals. Pre-approvals by the Chairman or the alternate member are reviewed with the Audit Committee at its next regularly scheduled meeting.

The following is a list of exhibits filed as part of this Annual Report on Form 10-K.

		DESCRIPTION

2.1		Purchase and Sale Agreement, dated September 21, 2010, by and among Armored AutoGroup Inc. (formerly Viking Acquisition Inc.) and The Clorox Company (incorporated by reference to Exhibit 2.1 to the Registrant's Registration Statement on Form S-4, File No. 333-180736, filed on April 13, 2012).

2.2		Amendment No. 1 to Purchase and Sale Agreement, dated November 5, 2010, by and among Armored AutoGroup Inc. (formerly Viking Acquisition Inc.) and The Clorox Company (incorporated by reference to Exhibit 2.2 to the Registrant's Registration Statement on Form S-4, File No. 333-180736, filed on April 13, 2012).

3.1		Amended and Restated Certificate of Incorporation of Armored AutoGroup Inc. (formerly Viking Acquisition Inc.) (incorporated by reference to Exhibit 3.1 to the Registrant's Registration Statement on Form S-4, File No. 333-180736, filed on April 13, 2012).

3.2	*	Amended and Restated Bylaws of Armored AutoGroup Inc. (formerly Viking Acquisition Inc.).

4.1		Indenture, dated November 5, 2010, by and among Armored AutoGroup Inc. (formerly Viking Acquisition Inc.) and Wells Fargo Bank, National Association, as Trustee (incorporated by reference to Exhibit 4.1 to the Registrant's Registration Statement on Form S-4, File No. 333-180736, filed on April 13, 2012).

4.2		Supplemental Indenture, dated November 5, 2010, by and among Armored AutoGroup Inc. (formerly Viking Acquisition Inc.), the Guarantors party thereto and Wells Fargo Bank, National Association, as Trustee (incorporated by reference to Exhibit 4.2 to the Registrant's Registration Statement on Form S-4, File No. 333-180736, filed on April 13, 2012).

4.3		Registration Rights Agreement, dated November 5, 2010, by and among Armored AutoGroup Inc. (formerly Viking Acquisition Inc.) and J.P. Morgan Securities LLC, for itself and on behalf of the Initial Purchasers listed on Schedule 1 thereto (incorporated by reference to Exhibit 4.3 to the Registrant's Registration Statement on Form S-4, File No. 333-180736, filed on April 13, 2012).

4.4		Joinder to Registration Rights Agreement, dated November 5, 2010, by STP Products Manufacturing Company and The Armor All / STP Products Company (incorporated by reference to Exhibit 4.4 to the Registrant's Registration Statement on Form S-4, File No. 333-180736, filed on April 13, 2012).

4.5	*	Amended and Restated Stockholders Agreement, dated March 17, 2014, by and among Armored AutoGroup Parent Inc. (former Viking Parent Inc.), Avista Capital Partners II, L.P., Avista Capital Partners (Offshore) II, L.P., Avista Capital Partners (Offshore) II-A, L.P., KI-IDQ 2012 Holdings, LLC and the other parties thereto.

10.1	†	Employment Agreement, dated November 5, 2010, by and among Armored AutoGroup Inc. (formerly Viking Acquisition Inc.) and David P. Lundstedt (incorporated by reference to Exhibit 10.1 to the Registrant's Registration Statement on Form S-4, File No. 333-180736, filed on April 13, 2012).

		DESCRIPTION

10.2	†	Consulting Letter Agreement dated November 5, 2010, by Armored AutoGroup Parent Inc. (formerly Viking Parent Inc.) and accepted by Allen Yurko (incorporated by reference to Exhibit 10.2 to the Registrant's Registration Statement on Form S-4, File No. 333-180736, filed on April 13, 2012).

10.3	†	Form of Nonqualified Stock Option Award Agreement (incorporated by reference to Exhibit 10.7 to the Registrant's Registration Statement on Form S-4, File No. 333-180736, filed on April 13, 2012).

10.4		Armored AutoGroup Parent Inc. (formerly Viking Parent Inc.) 2010 Equity Incentive Plan (incorporated by reference to Exhibit 10.8 to the Registrant's Registration Statement on Form S-4, File No. 333-180736, filed on April 13, 2012).

10.5		Amended and Restated Credit Agreement, dated March 16, 2011, by and among Armored AutoGroup Inc. (formerly Viking Acquisition Inc.), as borrower, Armored AutoGroup Intermediate Inc. (formerly Viking Intermediate Inc.), the several lenders from time to time parties thereto, Natixis, New York Branch, as Syndication Agent, Royal Bank of Canada, as Documentation Agent, and J.P. Morgan Chase Bank, N.A., as Administrative Agent (incorporated by reference to Exhibit 10.9 to the Registrant's Registration Statement on Form S-4, File No. 333-180736, filed on April 13, 2012).

10.6		First Amendment, dated as of September 28, 2012, to the Amended and Restated Credit Agreement, dated as of March 16, 2011, among Armored AutoGroup Intermediate Inc., Armored AutoGroup Inc., the several lenders from time to time parties thereto, JPMorgan Chase Bank, N.A., as administrative agent and the other agents parties thereto (incorporated by reference to Exhibit 10.1 to the Registrant's Current Report on Form S-4, File No. 333-180736, filed on October 1, 2012).

10.7		Guarantee and Collateral Agreement, dated November 5, 2010, by and among Armored AutoGroup Inc. (formerly Viking Acquisition Inc.), Armored AutoGroup Intermediate Inc. (formerly Viking Intermediate Inc.) and certain of its subsidiaries party thereto, in favor of J.P. Morgan Chase Bank, N.A., as Administrative Agent (incorporated by reference to Exhibit 10.10 to the Registrant's Registration Statement on Form S-4, File No. 333-180736, filed on April 13, 2012).

10.8	†	Employment Separation Agreement and Release, dated December 31, 2011, by and among Armored AutoGroup Inc. and Derek Gordon (incorporated by reference to Exhibit 10.13 to the Registrant's Registration Statement on Form S-4, File No. 333-180736, filed on April 13, 2012).

10.9		Shared Services and Supply Agreement, dated March 17, 2014, by and among Armored AutoGroup Parent Inc., Armored AutoGroup Inc., IDQ Acquisition Corp., IDQ Holdings, Inc. and IDQ Operating, Inc. (incorporated by reference to Exhibit 10.1 to the Registrant's Form 8-K, filed on March 17, 2014).

12.1	*	Computation of Ratio of Earnings to Fixed Charges

21.1	*	Subsidiaries of the registrant

31.1	*	Certificate by Chief Executive Officer pursuant to Exchange Act Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2	*	Certificate by Chief Financial Officer pursuant to Exchange Act Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

		DESCRIPTION

32.1	*	Certification by Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2	*	Certification by Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101		The following financial statements from Armored AutoGroup's Annual Report on Form 10-K for the year ended December 31, 2013, filed with the Securities and Exchange Commission on March 19, 2014, formatted in XBRL (eXtensible Business Reporting Language): (i) the Consolidated Balance Sheets; (ii) the Consolidated Statements of Comprehensive Loss; (iii) the Consolidated Statements of Cash Flows; (iv) the Consolidated Statements of Stockholders' Equity and (iv) the Notes to Consolidated Financial Statements.

All schedules have been omitted because they are not applicable or because the required information is shown in the financial statements or notes thereto.

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant in the capacities and on the dates indicated.


(Mark One)
ý		ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.
For the fiscal year ended December 31, 2013
OR
o		TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT
For the transition period from TO


Delaware (State or Other Jurisdiction of Incorporation or Organization)		27-3620112 (I.R.S. Employer Identification No.)
44 Old Ridgebury Road, Suite 300 Danbury, Connecticut (Address of Principal Executive Offices)		06810 (Zip Code)


Large accelerated filer o		Accelerated filer o		Non-accelerated filer ý (Do not check if a smaller reporting company)		Smaller reporting company o

		Year ended December 31, 2013			Year ended December 31, 2012			Year ended December 31, 2011

Avista monitoring agreement fees		$	1,127		$	1,055		$	1,114

	December 31, 2013			December 31, 2012

Finished goods	$	28,400		$	33,386
Raw materials and packaging		7,896			11,087
Allowances for obsolescence		(2,253	)		(2,029	)


	$	34,043		$	42,444



Part I
Item 1.	Business	6
Item 1A.	Risk Factors	13
Item 1B.	Unresolved Staff Comments	34
Item 2.	Properties	34
Item 3.	Legal Proceedings	34
Item 4.	Mine Safety Disclosures	34
Part II
Item 5.	Market for Registrant's Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities	35
Item 6.	Selected Financial Data	35
Item 7.	Management's Discussion and Analysis of Financial Condition and Results of Operations	38
Item 7A.	Quantitative and Qualitative Disclosures about Market Risk	53
Item 8.	Financial Statements and Supplementary Data	55
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	99
Item 9A.	Controls and Procedures	99
Item 9B.	Other Information	99
Part III
Item 10.	Directors, Executive Officers and Corporate Governance	100
Item 11.	Executive Compensation	103
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	114
Item 13.	Certain Relationships and Related Transactions, and Director Independence	115
Item 14.	Principal Accountant Fees and Services	117
Part IV
Item 15.	Exhibits and Financial Statement Schedules	119
Signatures		122

		Page

Report of Independent Registered Public Accounting Firm			56
Consolidated Balance Sheets as of December 31, 2013 and 2012			57
Consolidated Statements of Comprehensive Loss for the years ended December 31, 2013, 2012 and 2011			58
Consolidated Statements of Shareholder's Equity for the years ended December 31, 2013, 2012 and 2011			59
Consolidated Statements of Cash Flows for the years ended December 31, 2013, 2012 and 2011			60
Notes to Consolidated Financial Statements			61

	Year ended December 31, 2013		Year ended December 31, 2012		Year ended December 31, 2011

Cost of products sold	$	—	$	—	$	6,616
Selling and administrative expense		—		732		3,436
Research and development costs		—		—		621


Total TSA expenses	$	—	$	732	$	10,673

	Year ended December 31, 2013		Year ended December 31, 2012		Year ended December 31, 2011

Cost of products sold	$	—	$	1,326	$	1,154
Selling and administrative expense		—		712		333


Total TSA expenses	$	—	$	2,038	$	1,487

		Year ended December 31, 2013			Year ended December 31, 2012			Year ended December 31, 2011

Amortization of directors' and officers' consulting expenses		$	68		$	68		$	68

	Beginning Balance		Provision for Doubtful Accounts		Amounts Written- Off			Other Deductions— Purchase Accounting		Ending Balance

Year ended December 31, 2013	$	682	$	174	$	(408	)	$	—	$	448
Year ended December 31, 2012		390		370		(78	)		—		682
Year ended December 31, 2011		108		282		—			—		390

Year Ended December 31,	Beginning Balance		Provision for obsolescence		Amounts Written- Off			Other Deductions— Purchase Accounting		Ending Balance

2013	$	2,029	$	3,599	$	(3,375	)	$	—	$	2,253
2012		2,051		1,195		(1,217	)		—	$	2,029
2011		20		2,480		(449	)		—		2,051

	December 31, 2013		December 31, 2012

Current deferred taxes	$	3,555	$	4,315
Deferred financing costs		1,767		1,843
Prepaid income taxes		2,453		3,963
Other		2,015		2,770


	$	9,790	$	12,891

	Year ended

	December 31, 2013		December 31, 2012		December 31, 2011
Depreciation	$	4,953	$	4,639	$	4,505
Amortization of capitalized software		2,017		1,605		220


	$	6,970	$	6,244	$	4,725

Fiscal Years

2014	$	36,961
2015		36,759
2016		35,661
2017		34,173
2018		26,090
Thereafter		49,117


	$	218,761

	December 31, 2013

	Credit Facility
	Credit Facility								Total Long-Term Debt
	Revolver		Term Loan			Senior Notes			Total Long-Term Debt
Balance	$	—	$	291,000		$	275,000		$	566,000
Less: discount		—		(5,018	)		(7,400	)		(12,418	)


	$	—		285,982			267,600			553,582




Less: current portion, net of discount				(1,324	)		1,253			(71	)


Long-term portion, net of discount			$	284,658		$	268,853		$	553,511

	December 31, 2013		December 31, 2012

Trade, sales promotion and advertising	$	8,777	$	9,022
Accrued interest		8,029		8,191
Accrued taxes		50		3,421
Compensation and benefits		2,156		2,928
Other		4,443		5,009


	$	23,455	$	28,571

	December 31, 2013			December 31, 2012

Balance	$	9,979		$	9,979
Less: accumulated amortization		(4,814	)		(3,228	)


		5,165			6,751
Less: current portion, net of amortization		(1,767	)		(1,843	)


Long-term portion, net of amortization	$	3,398		$	4,908

	December 31, 2013				December 31, 2012

	Carrying Value		Fair Value		Carrying Value		Fair Value
Term loan	$	285,982	$	291,000	$	287,390	$	281,138
Senior notes		267,600		267,438		266,470		233,063

	Year ended December 31, 2013	Year ended December 31, 2012	Year ended December 31, 2011

Expected life	6.5 years	6.5 years	6.5 years
Expected volatility	34.0%	35.0%	50.0%
Risk-free interest rate	1.23% - 2.03%	0.91% - 1.36%	1.45% - 3.05%
Dividend yield	0%	0%	0%



Non-vested at December 31, 2011	12,848		1.01
Granted	985		1.00
Forfeited	(971	)	1.00


Non-vested at December 31, 2012	12,862		1.01
Granted	1,869		1.00
Forfeited	(926	)	1.00


Non-vested and outstanding at December 31, 2013	13,805		1.01

	December 31, 2013			December 31, 2012

Current deferred tax assets	$	3,555		$	4,315
Non-current deferred tax liabilities		(89,610	)		(105,131	)


Net deferred tax liabilities	$	(86,055	)	$	(100,816	)

	Year ended December 31, 2013

	North America		International		Corporate			Consolidated
Net sales	$	215,165	$	74,791	$	—		$	289,956
Earnings (loss) before income taxes		52,118		8,549		(84,812	)		(24,145	)
Capital expenditures		3,848		457		—			4,305
Depreciation and amortization		6,133		841		36,788			43,762
Share based compensation		266		24		—			290

	December 31, 2013		December 31, 2012

U.S.	$	26,095	$	28,079
Rest of world		2,841		3,394


Total long lived tangible assets	$	28,936	$	31,473

	December 31, 2013		December 31, 2012

North America	$	123,964	$	128,461
International		30,823		30,424
Corporate		677,460		721,872


Total assets	$	832,247	$	880,757

	March 31, 2013			June 30, 2013			September 30, 2013			December 31, 2013

Net sales	$	74,413		$	80,075		$	71,007		$	64,461
Gross profit		33,928			37,736			32,524			27,719
Income from operations		10,939			4,093			6,102			3,030
Net loss		(506	)		(5,286	)		(2,275	)		(5,303	)

	March 31, 2012		June 30, 2012			September 30, 2012			December 31, 2012

Net sales	$	86,396	$	82,695		$	68,348		$	69,029
Gross profit		43,306		38,565			28,620			28,407
Income (loss) from operations(1)		15,206		3,683			27			(22,425	)
Net earnings (loss)		1,106		(4,103	)		(9,773	)		(33,031	)

	Termination with Cause or quit without Good Reason		Termination without Cause or quit with Good Reason		Change in Control		Death or Disability

David P. Lundstedt
Cash Severance Payments(1)	$	—	$	650,000	$	—	$	—
Employee benefits(2)		—		—		—		—

Plan Category			Weighted Average Exercise Price of Outstanding Options, Warrants and Rights

Equity compensation plans approved by security holders	20,506,250	(1)	$	1.01	5,993,750
Equity compensation plans not approved by security holders	—			—	—


Total	20,506,250				5,993,750

	2013		2012

Fees Billed:
Audit Fees	$	849,692	$	838,000
Audit-Related Fees		16,684		—
Tax Fees		895,916		1,273,000
All Other Fees		1,980		1,000


Total	$	1,764,272	$	2,112,000


	ARMORED AUTOGROUP INC.
Dated: March 19, 2014	/s/ DAVID P. LUNDSTEDT
	Name:	David P. Lundstedt
	Title:	Chairman, President and Chief Executive Officer

Signature	Title	Date


/s/ DAVID P. LUNDSTEDT David P. Lundstedt	Chairman, President and Chief Executive Officer	March 19, 2014
/s/ J. ANDREW BOLT J. Andrew Bolt	Executive Vice President, Chief Financial Officer and Principal Accounting Officer	March 19, 2014
/s/ DAVID F. BURGHSTAHLER David F. Burgstahler	Director	March 19, 2014
/s/ DAVID DURKIN David Durkin	Director	March 19, 2014
/s/ ALLEN YURKO Allen Yurko	Director	March 19, 2014
/s/ JACKSON PHILLIPS Jackson Phillips	Director	March 19, 2014