EX-99.5

Exhibit 99.5

SPECTRUM BRANDS GLOBAL AUTO CARE DIVISION

(Combined Carve-Out Financial Statements of Global Auto Care Division of Spectrum Brands Holdings, Inc.)

INTERIM CONDENSED COMBINED FINANCIAL STATEMENTS

As of December 30, 2018 and for the three month periods ended December 30, 2018 and December 31, 2017 (Unaudited)

SPECTRUM BRANDS GLOBAL AUTO CARE DIVISION

(Condensed Combined Carve-Out Financial Statements of Global Auto Care Division of Spectrum Brands Holdings, Inc.)

TABLE OF CONTENTS


	Page
Condensed Combined Balance Sheets		1
Condensed Combined Statements of Income		2
Condensed Combined Statements of Comprehensive Income		2
Condensed Combined Statements of Net Parent Investment		3
Condensed Combined Statements of Cash Flows		4
Notes to Condensed Combined Financial Statements		5

SPECTRUM BRANDS GLOBAL AUTO CARE DIVISION

Condensed Combined Balance Sheets

As of December 30, 2018 (unaudited) and September 30, 2018 (audited)


	As of December 30,			As of September 30,
(in millions)	2018			2018
Assets
Trade receivables, net	$	37.6		$	55.3
Other receivables		4.4			4.6
Inventories		78.9			74.4
Prepaid expenses and other current assets		2.9			3.9

Total current assets		123.8			138.2
Property, plant and equipment, net		59.3			58.2
Deferred charges and other		1.8			1.8
Goodwill		734.3			841.8
Intangible assets, net		381.6			384.4

Total assets	$	1,300.8		$	1,424.4

Liabilities and Net Parent Investment
Current portion of capital lease obligations	$	0.3		$	0.4
Accounts payable		29.6			54.6
Accrued wages and salaries		3.0			3.7
Accrued expenses and other		9.7			16.4

Total current liabilities		42.6			75.1
Capital lease obligations, net of current portion		31.8			32.3
Deferred income taxes		71.2			72.4
Other long-term liabilities		2.1			2.1

Total liabilities		147.7			181.9
Net parent investment		1,164.0			1,248.8
Accumulated other comprehensive loss		(10.9	)		(6.3	)

Total net parent investment		1,153.1			1,242.5

Total liabilities and net parent investment	$	1,300.8		$	1,424.4

See accompanying notes to the interim condensed combined financial statements.

SPECTRUM BRANDS GLOBAL AUTO CARE DIVISION

Condensed Combined Statements of Income

For the three month periods ended December 30, 2018 and December 31, 2017

(unaudited)


	For the three months period ended
(in millions)	December 30, 2018			December 31, 2017
Net sales		65.5			68.9
Cost of goods sold		38.8			35.8
Restructuring and related charges		—			1.7

Gross profit		26.7			31.4
Selling		4.6			4.5
General and administrative		19.3			17.5
Research and development		1.1			1.1
Restructuring and related charges		—			2.4
Write-off for impairment of goodwill		107.2			—

Total operating expenses		132.2			25.5

Operating (loss) income		(105.5	)		5.9
Interest expense		0.5			0.6

(Loss) income before income taxes		(106.0	)		5.3
Income tax (benefit) expense		0.3			(35.0	)

Net (loss) income		(106.3	)		40.3

See accompanying notes to the interim condensed combined financial statements.

SPECTRUM BRANDS GLOBAL AUTO CARE DIVISION

Condensed Combined Statements of Comprehensive Income

For the three month periods ended December 30, 2018 and December 31, 2017

(unaudited)


	For the three month periods ended
(in millions)	December 30, 2018			December 31, 2017
Net (loss) income		(106.3	)		40.3
Other comprehensive (loss) income
Foreign currency translation (loss) income		(5.0	)		—
Unrealized (loss) gain on derivative instruments
Unrealized gain on hedging activity before reclassification		0.6			0.3
(Loss) gain on hedging activity reclassified from accumulated other comprehensive income		(0.1	)		0.1

Unrealized gain on hedging instruments after reclassification		0.5			0.4
Deferred tax effect		0.1			0.1

Net unrealized gain on hedging derivative instruments		0.4			0.3
Net change in comprehensive (loss) income		(4.6	)		0.3

Comprehensive (loss) income		(110.9	)		40.6

See accompanying notes to the interim condensed combined financial statements.

SPECTRUM BRANDS GLOBAL AUTO CARE DIVISION

Condensed Combined Statement of Net Parent Investment

Three month period ended December 30, 2018

(unaudited)


(in millions)	Net Parent Investment			Accumulated Other Comprehensive Loss			Total
Balances as of September 30, 2018	$	1,248.8		$	(6.3	)	$	1,242.5
Net loss		(106.3	)		—			(106.3	)
Foreign currency translation loss		—			(5.0	)		(5.0	)
Unrealized loss on hedging activity		—			0.4			0.4
Net transfer to Parent		21.5			—			21.5

Balances as of December 30, 2018	$	1,164.0		$	(10.9	)	$	1,153.1

See accompanying notes to the interim condensed combined financial statements.

SPECTRUM BRANDS GLOBAL AUTO CARE DIVISION

Condensed Combined Statements of Cash Flows

Three month periods ended December 30, 2018 and December 31, 2017

(unaudited)


	For the three month periods ended
(in millions)	December 30, 2018			December 31, 2017
Cash flows from operating activities
Net (loss) income	$	(106.3	)	$	40.3
Adjustments to reconcile net income to net cash from operating activities:
Depreciation on property plant and equipment		1.7			1.3
Amortization of intangible assets		2.6			2.6
Share based compensation		0.4			0.5
Write-off for impairment of goodwill		107.2			—
Deferred tax benefit		(1.2	)		(39.9	)
Net changes in operating assets and liabilities:
Receivables		17.4			8.9
Inventories		(4.5	)		(23.3	)
Prepaid expenses and other current assets		1.0			1.5
Accounts payable and accrued liabilities		(29.3	)		1.6
Other		(3.0	)		(4.7	)

Net cash (used) provided by operating activities		(14.0	)		(11.2	)
Cash flows from investing activities
Purchases of property, plant and equipment		(2.2	)		(1.8	)
Other investing activities		—			—

Net cash used by investing activities		(2.2	)		(1.8	)
Cash flows from financing activities
Net transfer to Parent		16.4			13.0
Payment of capital lease obligations		(0.2	)		—

Net cash (used) provided by financing activities		16.2			13.0

Net change in cash and cash equivalents		—			—
Cash and cash equivalents, beginning of period		—			—

Cash and cash equivalents, end of period	$	—		$	—

Non cash investing activities
Acquisition of property, plant and equipment through capital leases	$	0.7		$	—

See accompany notes to the interim condensed combined financial statements

SPECTRUM BRANDS GLOBAL AUTO CARE DIVISION

NOTES TO THE INTERIM CONDENSED COMBINED FINANCIAL STATEMENTS

Three month periods ended December 30, 2018 and December 31, 2017

(unaudited)

NOTE 1 - DESCRIPTION OF BUSINESS

The accompanying interim condensed combined financial statements include the historical accounts of Spectrum Global Auto Care Division (“GAC”) of Spectrum Brands Holdings, Inc. (“SBH” or “Parent”). GAC consists of auto appearance, performance, and A/C recharge products sold primarily to big-box auto, auto specialty retail, mass retailers, food and drug retailers, and small regional and convenience store retailers. Auto appearance products include protectants, wipes, tire and wheel care products, glass cleaners, leather care products, air fresheners and washes designated to clear, shine, refresh and protect interior and exterior automobile surfaces under the brand name Armor All®. Auto performance products include STP® branded fuel and oil additives, functional fluids and automotive appearance products. A/C recharge products include do-it-yourself automotive air conditioner recharge products under the A/C Pro® brand name, along with other refrigerant and oil recharge kits, sealants and accessories.

NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES AND PRACTICES

Basis of Presentation

The accompanying interim condensed combined financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP) from the interim condensed combined financial statements and accounting records of SBH using the historical results of GAC segment operations and historical cost basis of the assets and liabilities that comprise GAC. These financial statements have been prepared solely to demonstrate its historical results of operations, financial position, and cash flows for the indicated periods under SBH’s management. All intercompany balances and transactions within GAC have been eliminated. Transactions and balances between GAC and SBH and its subsidiaries are reflected as related party transactions and are considered to be effectively settled at the time the transaction is incurred, therefore no intercompany balances are reflected as outstanding on the interim condensed combined financial statements. Discrete financial information was not available for GAC within certain legal entities of SBH with shared operations including the operations of GAC and other SBH businesses. Certain transactions of SBH are not recorded by GAC but at the legal entity level of the Parent or its subsidiary. For shared entities for which discrete financial information was not available, allocation methodologies were applied to certain accounts to allocate amount to GAC discussed further in Note 13 – Related Parties.

Certain costs related to GAC have been allocated from the Parent. Those costs are derived from multiple levels of the organization including geographic business unit expenses, product line expenses, shared corporate expenses, and fees from the Parent. Costs incurred by the Parent for the acquisition and integration of the GAC business have been excluded from the interim condensed combined statements if they did not benefit the operations of GAC. GAC receives service and support functions from SBH and its subsidiaries and are dependent upon SBH and its subsidiaries’ ability to perform these services and support functions. The costs associated with these services and support functions have been allocated to GAC using the most meaningful respective allocation methodologies which were primarily based on proportionate sales, headcount, direct labor costs or other measures of GAC or its Parent. These allocated costs are primarily related to corporate administrative expenses, employee related costs including pensions and other benefits for corporate and shared employees, and rental and usage fees for shared assets for the functional groups such as accounting and finance services, human resources, information technology, facilities, legal services and contract support, tax and treasury management, corporate compliance and risk management, and other corporate and other corporate and infrastructural services.

The assets and liabilities related to GAC are primarily specifically identified as assets and liabilities of the business. In some instances, assets and liabilities may be considered shared with GAC other businesses of the Parent or its subsidiary, where they are allocated based upon an allocation methodology that is primarily based on proportionate sales, headcount or other measures of GAC or its Parent. In particular, property plant and equipment not specifically identified as a component of GAC operations, but shared with GAC and other businesses of the Parent or its subsidiary, are allocated to the predominant user of the facility, if one can be determined. Shared assets consist of corporate headquarters, shared service facilities, shared distribution centers, and sales offices, among others. Predominant user is based upon the proportionate net sales, headcount, square footage, and other measures deemed reasonable to define usage of the assets. When GAC is recognized as the predominant user of the assets, the asset is recognized as property plant and equipment on the Condensed Combined Balance Sheet, a usage charge is assessed on the other businesses of SBH for use of the asset and recognized as a reduction to general & administrative expenses on the Condensed Combined Statement of Income. When GAC is not recognized as the predominant user of the asset, the asset is not recognized on the Condensed Combined Balance Sheet.

SBH uses a centralized approach to cash management and financing its operations. As a result, substantially all cash is commingled with corporate funds and is not specifically identifiable to GAC. The net results of these transactions between GAC and SBH are reflected as net parent investment in the Condensed Combined Balance Sheets. In addition, the net parent investment represents SBH’s interest in the net assets of GAC and the cumulative net investment by SBH in GAC through the dates presented. Outside of certain capital leases of GAC operations, there is no debt that is specifically identified or attributable to GAC and therefore not recognized on the Condensed Combined Balance Sheet.

Management believes the assumptions and allocations underlying the interim condensed combined financial statements are reasonable and appropriate under the circumstances. The expenses and cost allocations have been determined on a basis considered by SBH to be a reasonable reflection of the utilization of services provided to or the benefit received by the GAC during the periods presented relative to the total costs incurred by SBH. However, the amounts recorded for these transactions and allocations are not necessarily representative of the amount that would have been reflected in the financial statements had GAC been an entity that operated independently of SBH. Actual costs that would have been incurred if the Company has been a stand-alone company would depend upon multiple factors, including organization structure and strategic decision made in various areas, including information technology and infrastructure. Consequently, future results of operations should the GAC be separated from SBH will include costs and expenses that may be materially different than historical results of operations, financial position, and cash flows. Accordingly, the financial statements for these periods are not indicative of the future results of operations, financial position, and cash flows.

Use of Estimates

The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Basis of Combination

All significant intercompany accounts and transactions within GAC have been eliminated in the preparation of the accompanying interim condensed combined financial statements. All significant intercompany transactions with SBH are deemed to have been paid in the period the cost was incurred.

SPECTRUM BRANDS GLOBAL AUTO CARE DIVISION

NOTES TO THE INTERIM CONDENSED COMBINED FINANCIAL STATEMENTS

Three month periods ended December 30, 2018 and December 31, 2017

(unaudited)

NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES AND PRACTICES (continued)

Cash and Cash Equivalents

Treasury activities, including activities related to GAC, are centralized by SBH such that cash collections are distributed to SBH and reflected as net parent investment. As a result, GAC does not recognize cash on its interim condensed combined financial statements.

Receivables

Trade receivables are carried at net realizable value. GAC extends credit to its customers based upon an evaluation of the customer’s financial condition and credit history, but generally does not require collateral. GAC monitors its customers’ credit and financial condition based on changing economic conditions and will make adjustments to credit policies as required. Provisions for losses on uncollectible trade receivables are determined based on ongoing evaluations of GAC’s receivables, principally on the basis of historical collection experience and evaluations of the risks of nonpayment or return for a given customer. The allowance for uncollectible receivables was $1.3 million as of December 30, 2018 and $1.0 million as of September 30, 2018.

Inventories

Inventories are valued at the lower of cost or net realizable value. Cost of inventories is determined using the first-in, first out (FIFO) method. See Note 5 - Inventory for further detail.

Property, Plant and Equipment

Property, plant and equipment are recorded at cost. Depreciation is calculated on the straight-line basis over the estimated useful lives of the assets. Property, plant and equipment held under capital leases are amortized on a straight-line basis over the shorter of the lease term or estimated useful life of the asset; such amortization is included in depreciation expense. GAC uses accelerated depreciation methods for income tax purposes. Useful lives for property, plant and equipment are as follows:


Asset Type		Range
Buildings and improvements		20 - 40 years
Machinery and equipment		2 - 15 years

Expenditures which substantially increase value or extend useful lives are capitalized. Expenditures for maintenance and repairs are charged to operations as incurred. Gains and losses are recorded on the disposition or retirement of property, plant and equipment based on the net book value and any proceeds received.

Long-lived fixed assets held and used are reviewed for impairment when events or changes in business circumstances indicate that the carrying amount of the assets may not be fully recoverable. Circumstances such as the discontinuation of a product or product line, a sudden or consistent decline in the sales forecast for a product, changes in technology or in the way an asset is being used, a history of operating or cash flow losses or an adverse change in legal factors or in GAC climate, among others, may trigger an impairment review. If such indicators are present, GAC performs undiscounted cash flow analyses to determine if impairment exists. The asset value would be deemed impaired if the undiscounted cash flows generated did not exceed the carrying value of the asset. If impairment is determined to exist, any related impairment loss is calculated based on fair value. There were no triggering events identified that necessitated an impairment test over property, plant and equipment other than the recognition of an impairment on goodwill. There was no impairment loss recognized on property, plant and equipment. Assets to be disposed of are reported at the lower of the carrying amount or fair value less costs to sell. See Note 6 - Property, plant and equipment for further detail.

Derivative Financial Instruments

Derivative financial instruments are used by GAC principally in the management of its foreign currency exchange rate exposures. GAC does not hold or issue derivative financial instruments for trading purposes. For derivative instruments that are designated and qualify as cash flow hedges, the gain or loss on the effective portion of the derivative is reported as a component of Other Comprehensive Income and reclassified into earnings in the same period or periods during which the hedged transaction affects earnings. Gains and losses on derivatives representing either hedge ineffectiveness or hedge components excluded from the assessment of effectiveness are recognized in current earnings. See Note 9 – Derivatives for further detail.

Goodwill

Goodwill reflects the excess of acquisition cost over the aggregate fair value assigned to identifiable net assets acquired. Goodwill is not amortized, but instead is assessed for impairment at least annually and as triggering events or indicators of potential impairment are identified. Goodwill has been assigned to reporting units for purposes of impairment testing based upon the relative fair value of the asset to reporting unit. GAC consist of a single reporting unit.

An annual impairment test is performed in the fourth quarter of its fiscal year. The Company may first perform a qualitative assessment to determine if it is more likely than not that an impairment exists to necessitate the need for a quantitative assessment. When a qualitative assessment is performed and an impairment is determined to be more likely than not, the quantitative assessment is performed by comparing the fair value of the business to its carrying value, including goodwill. In estimating the fair value, we use a discounted cash flow methodology, which requires us to estimate future revenues, expenses, and capital expenditures and make assumptions about our weighted average cost of capital and perpetuity growth rate, among other variables. If the fair value of a reporting unit is less than its carrying value, an impairment loss would be recognized equal to that excess; however the loss recognized cannot exceed the total amount of goodwill allocated to that reporting unit. See Note 7 - Goodwill and Intangible Assets for further detail.

SPECTRUM BRANDS GLOBAL AUTO CARE DIVISION

NOTES TO THE INTERIM CONDENSED COMBINED FINANCIAL STATEMENTS

Three month periods ended December 30, 2018 and December 31, 2017

(unaudited)

NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES AND PRACTICES (continued)

Intangible Assets

Intangible assets are recorded at cost or at estimated fair value if acquired in a business combination. Customer lists, proprietary technology and certain trade name intangibles are amortized, using the straight-line method, over their estimated useful lives. The range and weighted average useful lives for definite-lived intangibles assets are as follows:


Asset Type	Range		Weighted Average
Customer relationships		10 - 15 years		14 years
Technology assets		8 - 10 years		10 years

Definite-lived intangible assets held and used are reviewed for impairment when events or changes in business circumstances indicate that the carrying amount of the assets may not be recoverable. If indicators of potential impairment are identified, GAC performs an undiscounted cash flow analysis to determine if impairment exists. The asset value would be deemed impaired if the undiscounted cash flows expected to be generated by the asset did not exceed its carrying value. If impairment is determined to exist, any related impairment loss is calculated based on fair value. There were no triggering events that necessitated an impairment test of definite-lived intangible assets other than the recognition of an impairment on goodwill. There was no impairment loss recognized on definite-lived intangible assets.

Certain trade name intangible assets have an indefinite life and are not amortized; but instead are assessed for impairment at least annually and as triggering events or indicators of potential impairment are identified. GAC performs its annual impairment test in the fourth quarter of its fiscal year. Impairment of indefinite lived intangible assets is assessed by comparing the estimated fair value of the identified trade names to their carrying value to determine if potential impairment exists. If the fair value is less than the carrying value, an impairment loss is recorded for the excess. The fair value of indefinite-lived intangible assets is determined using an income approach, the relief-from-royalty methodology, which requires us to make estimates and assumptions about future revenues, royalty rates, and the discount rate, among others. See Note 7 - Goodwill and Intangible Assets for further detail.

Revenue Recognition

Refer to Recently Issued Accounting Standards in Note 2 for a further description of the revenue recognition policies applied by GAC.

GAC has a broad range of customers including many large retail outlet chains and automotive specialty stores, three of which accounts for a percentage of its sales volume exceeding 10% individually. This major customer represented approximately 24% and 22% of net sales for the three month periods ended December 30, 2018 and December 31, 2017, respectively.

The Company generates all of its revenue from contracts with customers. The following table disaggregates our revenue by the GAC’s key revenue streams and geographic region (based upon destination):


(in millions)	As of December 30, 2018
North America	$	48.9
EMEA		5.0
LATAM		4.8
APAC		6.8

Total	$	65.5

Shipping and Handling Costs

Shipping and handling costs include costs incurred with GAC third-party carriers to transport products to customers and salaries and overhead costs related to activities to prepare GAC’s products for shipment at distribution facilities. Shipping and handling costs are included in Selling Expenses in the Condensed Combined Statements of Income.

Advertising Costs

Advertising costs include agency fees and other costs to create advertisements, as well as costs paid to third parties to print or broadcast advertisements and are expensed as incurred. Advertising costs are included in Selling Expenses in the Condensed Combined Statements of Income.

Research and Development Costs

Research and development costs are charged to expense in the period they are incurred.

SPECTRUM BRANDS GLOBAL AUTO CARE DIVISION

NOTES TO THE INTERIM CONDENSED COMBINED FINANCIAL STATEMENTS

Three month periods ended December 30, 2018 and December 31, 2017

(unaudited)

NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES AND PRACTICES (continued)

Income Taxes

Income taxes as presented herein attribute current and deferred income taxes of SBH to the GAC stand-alone financial statements in a manner that is systematic, rational, and consistent with the asset and liability method prescribed by ASC 740. Accordingly, GAC income tax provision was prepared following the separate return method. The separate return method applies ASC 740 to the stand-alone financial statements of each member of the combined group as if the group member were a separate taxpayer and a stand-alone enterprise. As a result, actual tax transactions included in the interim condensed combined financial statements of SBH may not be included in the separate Combined Financial Statements of GAC. Similarly, the tax treatment of certain items reflected in the separate Combined Financial Statements of GAC may not be reflected in the interim condensed combined financial statements and tax return of SBH; therefore, such items as net operating losses, credit carryforwards, and valuation allowances may exist in the stand-alone financial statements that may or may not exist in the SBH consolidated financial statements.

The breadth of GAC’s operations and the global complexity of tax regulations require assessments of uncertainties and judgements in estimating the taxes that GAC will ultimately pay. The final taxes paid are dependent upon many factors, including negotiations with taxing authorities in various jurisdictions, outcome of tax litigation and resolution of disputes arising from federal, state and international tax audits in the normal course of business.

The provision for income taxes is determined using the asset and liability approach of accounting for income taxes. Under this approach, deferred taxes represent the future tax consequences expected to occur when the reported amounts of assets and liabilities are recovered or paid. The provision for income taxes represents income taxes paid or payable for the current year plus the change in deferred taxes during the year. Deferred taxes result from differences between the financial and tax basis of GAC assets and liabilities and are adjusted for changes in tax rates and tax laws when changes are enacted. Valuation allowances are recorded to reduce deferred tax assets when it is more likely than not that a tax benefit will not be realized. It is the Parent’s policy to include accrued interest and penalties related to unrecognized tax benefits in the provision for income taxes.

In general, the taxable income (loss) of U.S. GAC entities was included in SBH’s U.S. tax returns and, where applicable, in certain jurisdictions around the world. As such, separate income tax returns were not prepared for many GAC entities. Consequently, income taxes currently payable are deemed to be payable to SBH in the period the liability arose and income taxes currently receivable are deemed to receivable from SBH in the period that a refund could have been recognized by GAC had GAC been a separate taxpayer.

Foreign Currency Translation

For foreign entities where the local currency is the functional currency, assets and liabilities denominated in local currencies are translated into USD at end-of-period exchange rates and the resulting translation adjustments are reported, net of their related tax effects, as a component of Net Parent Investment. Assets and liabilities denominated in other than the functional currency are re-measured into the functional currency prior to translation into USD and the resultant exchange gains or losses are included in income in the period in which they occur. Income and expenses are translated into USD at average exchange rates in effect during the period. Foreign currency transaction gains and losses for transactions denominated in a currency other than the functional currency are recorded in Other Non-Operating Expense, Net on the Combined Statements of Income.

Net Parent Investment

GAC equity on the Combined Balance Sheet represents the Parent’s net investment in GAC and is presented as Net Parent Investment in lieu of stockholders’ equity. The Statement of Changes in Net Parent Investment account includes assets and liabilities incurred by the Parent on behalf of GAC such as accrued liabilities related to corporate allocations including administrative expenses for legal, accounting, treasury, information technology, human resources and other services. Other assets and liabilities recorded by Parent, whose related expenses have been pushed down to GAC, are also included in Net Parent Investment.

All transactions reflected in Net Parent Investment in the accompanying Combined Balance Sheet have been considered cash receipts and payments for purposes of the Combined Statements of Cash Flows and are reflected in financing activities in the accompanying Combined Statements of Cash Flows.

Earnings per share data has not been presented in the accompanying interim condensed combined Financial Statements because GAC does not operate as a separate legal entity with its own capital structure.

Recently Issued Accounting Standards

In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-09, “Revenue from Contracts with Customers (Topic 606)”, which provides a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers. This ASU requires revenue recognition to depict the transfer of goods and services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The new revenue recognition model requires identifying the contract and performance obligations, determining the transaction price, allocating the transaction price to performance obligations and recognizing the revenue upon satisfaction of performance obligations. GAC adopted ASU 2014-09 and all the related amendments on October 1, 2018, using the modified retrospective transition method. GAC recognized the cumulative effect of applying the new revenue standard as a reduction of $ 0.5 million, net of tax, to the opening balance of Accumulated Earnings at the beginning of the fiscal year 2019. The comparative information has not been restated and continues to be reported under the accounting standards in effect for those periods. GAC does not expect the adoption of Topic 606 to have a material impact to its period revenue or net income on an ongoing basis.

The following are changes to GAC’s revenue recognition accounting policies from those previous disclosed in Note 2 – Significant Accounting Policies and Practices to the interim condensed combined financial statements for the three month period ended December 30, 2018.

Product Sales

Our customers mostly consist of retailers, wholesalers and distributors, and construction companies with the intention to sell and distribute to an end consumer. Spectrum recognizes revenue from the sale of products upon transfer of control to the customer. For the majority of our product sales, the transfer of control is recognized when we ship the product from our facilities to the customer. Timing of revenue recognition for a majority of GAC’s sales continues to be consistent. Previously, GAC deferred recognition of revenue if title and risk of loss were retained upon shipment, but the customer arranged and paid for freight such that they had physical possession and control. Under Topic 606, GAC recognizes revenue at the time of shipment for these transactions. This change did not have a material impact on GAC’s adoption on October 1, 2018 or comparability to revenue in prior periods.

SPECTRUM BRANDS GLOBAL AUTO CARE DIVISION

NOTES TO THE INTERIM CONDENSED COMBINED FINANCIAL STATEMENTS

Three month periods ended December 30, 2018 and December 31, 2017

(unaudited)

NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES AND PRACTICES (continued)

Licensing Revenue

GAC also sells licenses of its brands to third-party sellers and manufacturers for the development, production, sales & distribution of products that are not directly managed or offered by GAC. GAC maintains all right of ownership over the intellectual property and contracts with its customer over the use of the intellectual property in their operations. Under ASC 606, revenue derived from the right-to-access licenses is recognized using the over time revenue recognition method. We elected to recognize revenue under the ‘as-invoiced’ practical expedient method at the amount we are able to bill using a time-elapsed measure of progress. GAC has assessed that recognizing revenue based on a time-elapsed measure of progress, taking into consideration any minimum guarantee provisions under the contract, appropriately depicts its performance of providing access to GAC’s brands, trade names, logos, etc. This change did not have a material impact on GAC’s adoption of the new standard on October 1, 2018 and comparability to revenue recognition in prior periods.

Variable Consideration and Cash Paid to Customers

GAC measures revenue as the amount of consideration for which it expects to be entitled in exchange for transferring goods or providing services. Certain retailers and/or end customers may receive cash or non-cash incentives such as rebates, volume or trade discounts, cooperative advertising, price protection, service level penalties, and other customer-related programs, which are accounted for as variable consideration. Estimated amounts are included in the transaction price to the extent it is probable that a significant reversal of revenue recognized will not occur when the uncertainty is resolved. Estimates of variable consideration and determination of whether to include estimated amounts in the transaction price are based largely on an assessment of the anticipated performance and all information (historical, current and forecasted) that is reasonably available. The estimated liability for sales discounts and other programs and allowances is calculated using the expected value method or most likely amount and recorded at the time of sale as a reduction of net sales.

GAC also enters into various arrangements, primarily with retail customers, which require GAC to make upfront cash payments to secure the right to distribute through such customers. GAC capitalizes these payments, provided they are supported by a volume-based arrangement with the retailer with a period of 12 months or longer, and amortizes the associated payment over the appropriate time or volume-based term of the arrangement. Capitalized payments are recognized as a contract asset and are reported in the Consolidated Statements of Financial Position as Deferred Charges and Other Assets and related amortization is treated as a reduction in Net Sales.

Product returns

In the normal course of business, GAC business may allow customers to return product per the provisions in a sale agreement. Estimated product returns are recorded as a reduction in reported revenues at the time of sale based upon historical product return experience, adjusted for known trends, to arrive at the amount of consideration expected to receive. For the anticipated value of the returns, the adoption of Topic 606 resulted in the recognition of a return asset included in the Other Current Assets and the returns liability recognized in Other Current Liabilities. GAC recognized an expected returns liability of $0.7 million as of December 30, 2018, most of which GAC does not expect or anticipate a returned asset.

Practical Expedients and Exemptions

•

GAC accounts for shipping and handling activities which occur after control of the related goods transfers as fulfillment activities instead of assessing such activities as performance obligations. The use of the practical expedient did not impact the accounting for the adoption of Topic 606.

•

GAC does not adjust the promised amount of consideration for the effects of a significant financing component, as the period between the transfer of a promised good or service to a customer and the customer’s payment for the good or service will be one year or less.

•

GAC does not assess whether promised goods or services are performance obligations if they are immaterial in the context of the contract with the customer.

•

GAC does not disclose the value of unsatisfied performance obligations for (i) contracts with an original expected length of one year or less and (ii) contracts for which we recognize revenue at the amount to which we have the right to invoice for services performed. The estimated revenue expected to be recognized in the future related to performance obligations that are unsatisfied or partially unsatisfied at the end of the reporting period is immaterial.

•

GAC generally expenses sales commissions and other contract and fulfillment costs when the incurred amortization period would have been less than one year. GAC records these costs within selling, general and administrative expenses. For costs amortized over a period longer than one year, such as fixtures which are much more permanent in nature, GAC will continue to defer and amortize over the supportable period based upon historical assumptions and analysis. The costs for permanent displays are incorporated into the pricing of product sold to customer.

•

GAC excludes all sales taxes that are assessed by a governmental authority from the transaction price.

In January 2017, the FASB issued ASU No. 2018-04, Intangibles – Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment, which simplifies the test for goodwill impairment by removing Step 2 from the goodwill impairment test. If goodwill impairment is realized, the amount recognized will be the amount by which the carrying amount exceeds the reporting unit’s fair value; however the loss recognized cannot exceed the total amount of goodwill allocated to that reporting unit. The ASU must be applied on a prospective basis and will become effective for us beginning in the first quarter of the year ended September 30, 2021, with early adoption available. We adopted the standard during the year ended September 30, 2017, with no impact to the interim condensed combined financial statements.

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

In August 2018, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2018-12, Derivatives and Hedging: Targeted Improvements to Accounting for Hedging Activities (Topic 815), which changes the designation and measurement guidance for qualifying hedging relationships and presentation of hedge results. The amendments in this update make certain targeted improvements to simplify the application of the hedge accounting guidance in current GAAP, better aligning the entity’s risk management activities and financial reporting for hedging relationships. The ASU can only be applied prospectively and will become effective for us beginning in the first quarter of our fiscal year ending September 30, 2020, with early adoption available, based upon the Parent’s effective date requirements as a public company. We are currently assessing the impact this pronouncement will have on the condensed combined financial statements of GAC and have not yet concluded on the materiality or timing of the adoption.

SPECTRUM BRANDS GLOBAL AUTO CARE DIVISION

NOTES TO THE INTERIM CONDENSED COMBINED FINANCIAL STATEMENTS

Three month periods ended December 30, 2018 and December 31, 2017

(unaudited)

NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES AND PRACTICES (continued)

In August 2016, the FASB issued ASU No. 2016-15, Classification of Certain Cash Receipts and Cash Payments, which addresses diversity in practice with the classification and presentation of certain cash receipts and cash payments in the statement of cash flows. The amendments in this update address the classification within the statement of cash flow for debt prepayment or debt extinguishment costs, settlement of zero-coupon debt instruments, contingent payments made after a business combination, proceeds from the settlement of insurance claims and corporate-owned life insurance policies, distributions received from equity method investees, and beneficial interests in securitization transactions, among other separately identifiable cash flows when applying the predominance principle. GAC retrospectively adopted ASU 2016 -15 on October 1, 2018. The adoption of this standard did not have a material impact on the consolidated financial statements.

In November 2016, the FASB issued ASU No. 2016-18, Restricted Cash, which addresses diversity in practice with the classification and presentation of restricted cash in the statement of cash flow, classifying transfers between cash and restricted cash as operating, investing, or financing activities, or as a combination of those activities, in the statement of cash flows. The amendment requires the statement of cash flows to explain the change during the period in total cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents; and include with cash and cash equivalents when reconciling the beginning-of-period and end-of-period amounts shown on the statement of cash flows. GAC retrospectively adopted ASU 2016-18 on October 1, 2018.

In March 2017, the FASB issued ASU No. 2017-07, Compensation – Retirement Benefits (Topic 715): Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost, which requires an employer to disaggregate the service cost component from the other components of net periodic pension costs within the statement of income. The amendment provides guidance requiring the service cost component to be recognized consistent with other compensation costs arising from service rendered by employees during the period, and all other components to be recognized separately outside of the subtotal of income from operations. Due to the adoption of ASU No. 2017-07, the components of net periodic benefit cost other than the service cost component are recognized as Other Non-Operating (Income) Expense, Net on the Statement of Income. The adoption of ASU No. 2017-07 requires a retrospective restatement of prior periods, which was inconsequential to GAC’s Condensed Consolidated Statement of Income.

In January 2016, the FASB issued ASU No. 2016-01 Financial Instruments-Overall. This new standard enhances the reporting model for financial instruments regarding certain aspects of recognition, measurement, presentation, and disclosure. The provisions of this ASU are effective for annual reporting periods beginning after December 15, 2017, and interim reporting periods within those annual periods. This ASU is to be applied using a cumulative-effect adjustment to the balance sheet as of the beginning of the fiscal year of adoption. GAC adopted this ASU in the first quarter of fiscal 2019. The adoption of this ASU did not have a material impact on the Combined financial statements.

In October 2016, the FASB issued ASU No. 2016-16“Intra-Entity Transfers of Assets Other Than Inventory”, which eliminates the exception of recognizing, at the time of transfer, current and deferred income taxes for intra-entity asset transfers other than inventory. Upon adoption of ASU 2016-16, GAC will recognize the tax expense from the sale of that asset in the seller’s tax jurisdiction when the transfer occurs, even though the pre-tax effects of that transaction are eliminated in consolidation. Any deferred tax asset that arises in the buyer’s jurisdiction would also be recognized at the time of the transfer. Modified retrospective adoption is required with any cumulative-effect adjustment recorded to retained earnings as of the beginning of the period of adoption. The cumulative-effect adjustment, if any, would consist of the net impact from (1) the write-off of any unamortized tax expense previously deferred and (2) recognition of any previously unrecognized deferred tax assets, net of any necessary valuation allowances. GAC implemented this ASU on October 1, 2018. GAC adopted this ASU in the first quarter of fiscal 2019. The adoption of this ASU did not have a material impact on the Interim Condensed Combined financial statements.

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

NOTE 3 - FAIR VALUE OF FINANCIAL INSTRUMENTS

The fair values of the GAC’s financial assets and liabilities are defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants. Fair value measurements are classified using a fair value hierarchy that is based upon the observability of inputs used in measuring fair value. Observable inputs (highest level) reflect market data obtained from independent sources, while unobservable inputs (lowest level) reflect internally developed assumptions about hypothetical transactions in the absence of market data. Fair value measurements are classified under the following hierarchy:

•

Level 1 - Unadjusted quoted prices for identical instruments in active markets.

•

Level 2 - Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations whose inputs are observable or whose significant value drivers are observable.

•

Level 3 - Significant inputs to the valuation model are unobservable.

GAC utilizes valuation techniques that attempt to maximize the use of observable inputs and minimize the use of unobservable inputs. GAC’s derivatives are valued on a recurring basis using internal models, which are based on market observable inputs including both forward and spot prices for currencies and commodities, which are generally based on quoted or observed market prices (Level 2). The fair value of certain derivative financial instruments is estimated using pricing models based on contracts with similar terms and risks. Modeling techniques assume market correlation and volatility, such as using prices of one delivery point to calculate the price of the contract’s different delivery point. In addition, by applying a credit reserve which is calculated based on credit default swaps or published default probabilities for the actual and potential asset value, the fair value of GAC’s derivative financial instrument assets reflects the risk that the counterparties to these contracts may default on the obligations. Likewise, by assessing the requirements of a reserve for non-performance which is calculated based on the probability of default by GAC, GAC adjusts its derivative contract liabilities to reflect the price at which a potential market participant would be willing to assume GAC’s liabilities. GAC has not changed the valuation techniques used in measuring the fair value of any financial assets and liabilities during the year. The fair values of derivative instruments are as follows. See Note 9 – Derivatives for additional detail:

SPECTRUM BRANDS GLOBAL AUTO CARE DIVISION

NOTES TO THE INTERIM CONDENSED COMBINED FINANCIAL STATEMENTS

Three month periods ended December 30, 2018 and December 31, 2017

(unaudited)

NOTE 3 - FAIR VALUE OF FINANCIAL INSTRUMENTS (continued)


	As of December 30, 2018				As of September 30, 2018
(in millions)	Carrying Amount		Fair Value		Carrying Amount		Fair Value
Derivative Liabilities	$	0.1	$	0.1	$	0.1	$	0.1

The carrying values of receivables, payables and accrued expenses approximate fair value based on the short-term nature of these assets and liabilities. The carrying value of capital lease obligations approximate fair value. The carrying values of goodwill, intangible assets and other long-lived assets are tested annually or more frequently if an event occurs that indicates an impairment loss may have been incurred, using fair value measurements with unobservable inputs (Level 3).

NOTE 4 – RESTRUCTURING AND RELATED COSTS

During the third quarter of the year ended September 30, 2016, the Company implemented a series of initiatives to consolidate certain operations and reduce operating costs. These initiatives included headcount reductions and the exit of certain facilities. Total costs associated with these initiatives were $46.6 million to date and was considered completed as of December 30, 2018. The following summarizes restructuring costs for three month period ended December 31, 2017 and December 30, 2018, and cumulative costs of restructuring initiatives as of December 30, 2018 by cost type:


(in millions)	Termination Benefits			Other Costs		Total
For the three month period ended December 30, 2018		—			—		—
For the three month period ended December 31, 2017		(0.1	)		4.2		4.1
GAC business rationalization initiatives cumulative costs through December 30, 2018		1.7			44.9		46.6

The following is a roll forward of the accrual related to all restructuring and related activities, included within Other Current Liabilities, by cost type, for three month period ended December 30, 2018.


(in millions)	Termination Benefits			Other Costs			Total
Accrual balance at September 30, 2018	$	0.7		$	1.1		$	1.8
Provisions		—			—			—
Cash expenditures		(0.2	)		(0.9	)		(1.1	)

Accrual balance at December 30, 2018		0.5			0.2			0.7

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

NOTE 5 - INVENTORY

Inventory consists of the following:


	As of December 30,		As of September 30,
(in millions)	2018		2018
Raw materials	$	25.5	$	27.5
Work in process		1.6		2.5
Finished goods		51.8		44.4

	$	78.9	$	74.4

NOTE 6 - PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment consist of the following:


	As of December 30,			As of September 30,
(in millions)	2018			2018
Land, buildings and improvements	$	4.4		$	4.4
Machinery, equipment and other		36.0			35.7
Capital leases		32.8			32.2
Construction in progress		2.9			1.0

Property, plant and equipment	$	76.1		$	73.3
Accumulated depreciation		(16.8	)		(15.1	)

Property, plant and equipment, net	$	59.3		$	58.2

Depreciation expense from property plant and equipment for the three month periods ended December 30, 2018 and December 31, 2017 was $1.7 million and $1.3 million, respectively.

SPECTRUM BRANDS GLOBAL AUTO CARE DIVISION

NOTES TO THE INTERIM CONDENSED COMBINED FINANCIAL STATEMENTS

Three month periods ended December 30, 2018 and December 31, 2017

(unaudited)

NOTE 7 - GOODWILL AND INTANGIBLE ASSETS

Goodwill consists of the following:


	As of December 30,			As of September 30,
(in millions)	2018			2018
Goodwill - beginning balance	$	841.8		$	934.8
Impairment		(107.2	)		(92.5	)
Foreign currency impact		(0.3	)		(0.5	)

Goodwill - ending balance	$	734.3		$	841.8

During the three month period ended December 30, 2018, SPB recognized a $107.2 million write-down on net assets held for sale associated with the GAC divestiture attributable to the expected fair value to be realized from the sale, net estimated transaction costs, primarily driven by the change in value of stock consideration to be received as a component of the purchase price from Energizer. This write-down was recorded as an impairment of goodwill.

Certain tradename intangible assets have an indefinite life and are not amortized. Indefinite-lived intangible assets were $295.0 million as of December 30, 2018. There was no impairment loss on indefinite-lived trade names for the three month period ended December 30, 2018. The carrying value and accumulated amortization for definite lived intangible assets subject to amortization are as follows:


	As of December 30, 2018							As of September 30, 2018
(in millions)	Gross Carrying Amount		Accumulated Amortization			Net		Gross Carrying Amount		Accumulated Amortization			Net
Customer relationships	$	80.7	$	(21.6	)	$	59.1	$	80.9	$	(20.1	)	$	60.8
Technology assets		42.6		(15.1	)		27.5		42.6		(14.0	)		28.6

Total	$	123.3	$	(36.7	)	$	86.6	$	123.5	$	(34.1	)	$	89.4

Amortization expense from intangible assets was $2.6 million and $2.6 million for the three month periods ended December 30, 2018 and December 31, 2017, respectively. Excluding the impact of any future acquisitions or changes in foreign currency, GAC anticipates the annual amortization expense of intangible assets for the next five fiscal years will be as follows:


(in millions)	Amortization
2019	$	10.3
2020		10.3
2021		10.3
2022		10.3
2023		10.3

NOTE 8 - LEASES

Operating Leases

Leases primarily pertain to land, buildings and equipment that expire at various times through July 2026. Minimum rent payments under operating leases are recognized on a straight-line basis over the term of the leases.

NOTE 9 - DERIVATIVES

GAC periodically enters into forward foreign exchange contracts to hedge the risk from forecasted foreign currency denominated third party and intercompany sales or payments. These obligations generally require GAC to exchange foreign currencies for CAD. These foreign exchange contracts are cash flow hedges of fluctuating foreign exchange rates related to material purchases. Until the purchase is recognized, the fair value of the related hedge is recorded in Other Comprehensive Income and as a hedge asset or liability, as applicable. At the time the purchase is recognized, the fair value of the related hedge is reclassified as an adjustment to purchase price variance in Cost of Goods Sold on the Combined Statements of Income.

The fair value of outstanding derivative instruments is as follows:


(in millions)	Line Item	As of December 30,		As of September 30,
(in millions)	Line Item	2018		2018
Derivative Liabilities
Foreign exchange contracts	Accounts payable	$	0.1	$	0.1

Total Derivative Liabilities		$	0.1	$	0.1

GAC is exposed to the risk of default by the counterparties with which it transacts and generally does not require collateral or other security to support financial instruments subject to credit risk. GAC monitors counterparty credit risk on an individual basis by periodically assessing each such counterparty’s credit rating exposure. The maximum loss due to credit risk equals the fair value of the gross asset derivatives that are concentrated with certain domestic and foreign financial institution counterparties. GAC considers these exposures when measuring its credit reserves on its derivative assets, which was not material for the three month period ended December 30, 2018.

GAC standard contracts do not contain credit risk related contingent features whereby GAC would be required to post additional cash collateral as a result of a credit event. However, GAC is typically required to post collateral in the normal course of business to offset its liability positions. As of December 30, 2018 there was no cash collateral outstanding. As of December 30, 2018 GAC had no posted standby letters of credit related to such liability positions.

SPECTRUM BRANDS GLOBAL AUTO CARE DIVISION

NOTES TO THE INTERIM CONDENSED COMBINED FINANCIAL STATEMENTS

Three month periods ended December 30, 2018 and December 31, 2017

(unaudited)

NOTE 9 - DERIVATIVES (continued)

The following table summarizes the impact of the effective and ineffective portions of designated hedges and the gain (loss) recognized in the Combined Statement of Income for the three month periods ended December 30, 2018 and December 31, 2017.


	Effective Portion
	Gain (Loss) in OCI		Reclassified to Earnings					Ineffective portion
(in millions)	Gain (Loss) in OCI		Line Item		Gain (Loss)			Line Item		Gain (Loss)
Three month period ended December 30, 2018	$	0.6		Cost of goods sold	$	0.1			Cost of goods sold	$	—
Three month period ended December 31, 2017	$	0.3		Cost of goods sold	$	(0.1	)		Cost of goods sold	$	—

NOTE 10 - INCOME TAXES

The effective tax rate for the three month periods ended December 30, 2018 and December 31, 2017 was -0.3% and -660.4% respectively.

The effective tax rate for the three month period ended December 30, 2018 differs from the U.S. federal statutory rate principally due to nondeductible goodwill impairment expense.

The Tax Cuts and Jobs Act of December 22, 2017 (the “Tax Reform Act”) reduced the U.S. corporate income tax rate from a maximum of 35% to a flat 21% effective January 1, 2018. The Tax Reform Act also provided for a one-time deemed mandatory repatriation of post-1986 undistributed foreign subsidiary earnings and profits (“E&P”), payable in installments over 8 years. During the three month period ended December 30, 2017, GAC recorded a $38.4 million tax benefit from revaluing its ending net U.S. deferred tax liabilities as a result of the reduction in the U.S. corporate income tax rate from 35% to 21%, and recognized $1.9 million of income tax expense for GAC’s share of the tax from the one-time deemed mandatory repatriation.

In response to the enactment of the Tax Reform Act, the SEC staff issued Staff Accounting Bulletin No. 118 (“SAB 118”) to address the application of U.S. GAAP in situations when a registrant does not have the necessary information available, prepared, or analyzed (including computations) in reasonable detail to complete the accounting for certain income tax effects of the Tax Reform Act. SAB 118 allows registrants to record provisional amounts during a one year measurement period in a manner similar to accounting for business combinations. The measurement period ended December 30, 2018 and the Company did not recognize changes to the provisional tax impacts during the three month period ended December 30, 2018. Portions of the Tax Reform Act are unclear or have not yet been clarified and interpretations and regulations continued to be issued, which could have a material impact on what the Company has recorded to date.

NOTE 11 – SHARE BASED COMPENSATION

GAC participates in the Spectrum Brands Holdings, Inc. 2011 Omnibus Equity Award Plan (the “Equity Plan”) of the Parent through the use of time based and performance-based Restricted Stock Units (“RSUs”). Compensation expense of its RSUs is measured based on the fair value of the award as determined by the market price of SBH shares of common stock on the grant date; and recognizes those costs on a straight-line basis over the requisite period of the awards. Certain RSUs are performance-based awards that are dependent upon achieving specified financial metrics of the consolidated SBH group over a designated period of time. SBH also provides for a portion of its annual management incentive compensation plan to be paid in common stock of SBH, in lieu of cash payment. In addition to stock compensation for employees directly attributable to GAC, stock compensation for employees attributable to corporate and shared operations were allocated on a proportional basis of combined sales and headcount.

Share based compensation expense recognized by GAC for the three month periods ended December 30, 2018 and December 31, 2017 were $0.4 million and $0.5 million, respectively. The remaining unrecognized pre-tax compensation cost for GAC is not material.

NOTE 12 - COMMITMENTS AND CONTINGENCIES

The Company is a defendant in various litigation matters generally arising out of the ordinary course of business. GAC does not believe that any of the matters or proceedings presently pending will have a material adverse effect on its results of operations, financial condition, liquidity, or cash flows.

NOTE 13 - RELATED PARTIES

GAC does not sell or purchase product from other businesses of SBH. The Combined Statement of Income include allocations for certain support functions that are provided on a centralized basis by the Parent and subsequently recorded at the business unit level, such as expenses related to employee benefits, finance, human resources, risk management, information technology, facilities, legal, tax and treasury management, corporate compliance and risk management, among others. These expenses have been allocated to GAC on the basis of direct usage when identifiable, with the remainder allocated on a proportional basis of combined sales, headcount or other measures of GAC or its Parent. Management believes the assumptions underlying the interim condensed combined financial statements, including the assumptions regarding allocating general corporate expenses from the Parent, are reasonable. Nevertheless, the interim condensed combined financial statements may not include all actual expense that would have been incurred by the Company and may not reflect the combined results of operations, financial position and cash flows had it been a stand-alone company during the periods presented. Actual costs that would have been incurred if the Company had been a stand-alone company would depend upon multiple factors, including organization structure and strategic decisions made in various areas, including information technology and infrastructure. For the three month periods ended December 30, 2018 and December 31, 2017, general corporate expenses allocated to GAC were $0.3 million and $0.4 million, respectively. General corporate expenses are recognized as General & Administrative Expenses on the Combined Statements of Income.

GAC also uses the shared technology infrastructure with SBH. There were no individual businesses of SBH that are considered a predominant user and therefore a proportionate share of the costs for the shared technology infrastructure was allocated to GAC for use of shared assets. Shared asset cost for the use of the SBH headquarters is recognized as General & Administrative Expenses on the Combined Statements of Income. For the three month periods ended December 30, 2018 and December 31, 2017, charges to other SBH businesses for shared assets was $0.1 million and $0.1 million respectively.

SPECTRUM BRANDS GLOBAL AUTO CARE DIVISION

NOTES TO THE INTERIM CONDENSED COMBINED FINANCIAL STATEMENTS

Three month periods ended December 30, 2018 and December 31, 2017

(unaudited)

NOTE 13 - RELATED PARTIES (continued)

GAC participates in a centralized cash management and financing programs of SBH. Disbursements are made through centralized accounts payables which are operated by SBH. Cash receipts are transferred to centralized accounts, also maintained by SBH. As cash is disbursed and received by SBH, it is accounted for by GAC through SBH Net Parent Investment. All short and long-term debt is financed by SBH and financing decisions for subsidiaries is determined by centralized SBH treasury operations, with the exception of certain capital lease obligations directly attributable to GAC operations that are recognized on the Combined Balance Sheets.

NOTE 14 – SUBSEQUENT EVENTS

In connection with the preparation of the interim condensed combined financial statements, GAC evaluated subsequent events through February 24, 2020, the date the unaudited combined three financial statements were available to be issued.

On January 28, 2019, Spectrum completed the disposition of the GAC business to Energizer per the terms of the Agreement to sell the GAC business to Energizer for a $1.25 billion purchase price comprised of $937.5 million of cash and $312.5 million of Energizer equity.

The Agreement provided that Energizer would purchase the equity of certain subsidiaries of SBH, and acquire certain assets and assume certain liabilities of other subsidiaries used or held for the purpose of the GAC business. SBH and Energizer had made customary representations and warranties and had agreed to customary covenants relating to the acquisition. Among other things, prior to the consummation of the acquisition, SBH was subject to certain business conduct restrictions with respect to its operation of the GAC business. SBH and Energizer had agreed to indemnify each other for losses arising from certain breaches of the Agreement and for certain other matters. In particular, the SBH had agreed to indemnify Energizer for certain liabilities relating to the assets retained by SBH, and Energizer had agreed to indemnify SBH for certain liabilities assumed by Energizer, in each case as described in the Agreement. SBH and Energizer had agreed to enter into related agreements ancillary to the acquisition that would become effective upon the consummation of the acquisition, including a customary transition services agreement and reverse transition services agreement.