DIVESTITURES

9 Months Ended

Jul. 03, 2022

Discontinued Operations and Disposal Groups [Abstract]

The following table summarizes the components of Income from Discontinued Operations, Net of Tax in the accompanying Condensed Consolidated Statements of Income for the three and nine month periods ended July 3, 2022 and July 4, 2021:


	Three Month Periods Ended				Nine Month Periods Ended
(in millions)	July 3, 2022		July 4, 2021		July 3, 2022		July 4, 2021
Income from discontinued operations before income taxes – HHI	$	57.9	$	65.7	$	188.9	$	229.4
Loss from discontinued operations before income taxes – Other	(0.2)		(5.2)		(3.6)		(6.5)

Interest on corporate debt allocated to discontinued operations	11.9		10.2		33.3		34.8
Income from discontinued operations before income taxes	45.8		50.3		152.0		188.1
Income tax expense from discontinued operations	15.9		17.7		42.2		58.0
Income from discontinued operations, net of tax	29.9		32.6		109.8		130.1
Income (loss) from discontinued operations, net of tax attributable to noncontrolling interest	0.2		—		0.7		(0.2)
Income from discontinued operations, net of tax attributable to controlling interest	$	29.7	$	32.6	$	109.1	$	130.3

Interest from corporate debt allocated to discontinued operations includes interest expense from Term Loans required to be paid down using proceeds received on disposal on sale of a business, and interest expense from corporate debt not directly attributable to or related to other operations based on the ratio of net assets of the disposal group held for sale to the consolidated net assets of the Company plus consolidated debt, excluding debt assumed in transaction, required to be repaid, or directly attributable to other operations of the Company. Corporate debt, including Term Loans required to be paid down, are not classified as held for sale as they are not directly attributable to the identified disposal group.

Hardware and Home Improvement ("HHI")

On September 8, 2021, the Company entered into a definitive Asset and Stock Purchase Agreement (the "ASPA") with ASSA ABLOY AB ("ASSA") to sell its HHI segment for cash proceeds of $4.3 billion, subject to customary purchase price adjustments (the "HHI Transaction"). The Company's assets and liabilities associated with the HHI disposal group have been classified as held for sale and the respective operations have been classified as discontinued operations and reported separately for all periods presented.

The ASPA provides that ASSA will purchase the equity of certain subsidiaries of the Company, and acquire certain assets and assume certain liabilities of other subsidiaries used or held for the purpose of the HHI business. The Company and ASSA have made customary representations and warranties and have agreed to customary covenants relating to the acquisition. Among other things, prior to the consummation of the HHI Transaction, the Company will be subject to certain business conduct restrictions with respect to its operation of the HHI business. The Company and ASSA have agreed to indemnify each other for losses arising from certain breaches of the ASPA and for certain other matters. In particular, the Company has agreed to indemnify ASSA for certain liabilities relating to the assets retained by the Company, and ASSA has agreed to indemnify the Company for certain liabilities assumed by ASSA, in each case as described in the ASPA. The Company and ASSA have agreed to enter into related agreements ancillary to the HHI Transaction that will become effective upon the consummation of the HHI Transaction, including customary transition services agreements ("TSA") and reverse TSAs.

The consummation of the HHI Transaction is subject to certain customary closing conditions, including, among other things, (i) the absence of a material adverse effect on HHI, (ii) the expiration or termination of required waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, (iii) the receipt of certain other antitrust approvals in certain specified foreign jurisdictions, (iv) the accuracy of the representations and warranties of the parties generally subject to a customary material adverse effect standard (as described in the ASPA) or other customary materiality qualifications), (v) the absence of governmental restrictions on the consummation of the acquisition in certain jurisdictions, and (vi) material compliance by the parties with their respective covenants and agreements under the ASPA. The consummation of the HHI Transaction is not subject to any financing condition.

Pursuant to the ASPA, either party may terminate the ASPA if the HHI Transaction has not occurred on or prior to December 8, 2022 (the “End Date”). On July 14, 2022, the parties entered into an amendment to the ASPA (the “Amendment”) pursuant to which the End Date was extended to June 30, 2023. Except for the foregoing amendment to the End Date, the ASPA remains in full force and effect as written, including with respect to a termination fee of $350 million. The Company continues to engage with antitrust regulators in the regulatory review of the HHI Transaction and the extension is intended to provide the parties with additional time (to the extent needed) to satisfy the conditions related to receipt of governmental clearances. The parties are committed to closing the HHI Transaction and the Company and ASSA both continue to expect that they will obtain all the required governmental clearances and will close the HHI Transaction.

The following table summarizes the assets and liabilities of the HHI disposal group classified as held for sale as of July 3, 2022 and September 30, 2021:


(in millions)	July 3, 2022		September 30, 2021
Assets
Trade receivables, net	$	144.7	$	130.2
Other receivables	5.5		12.1
Inventories	395.1		332.2
Prepaid expenses and other current assets	39.2		39.1
Property, plant and equipment, net	162.6		143.5
Operating lease assets	64.7		55.5
Deferred charges and other	6.8		11.7
Goodwill	706.7		710.9
Intangible assets, net	374.5		374.8
Total assets of business held for sale	$	1,899.8	$	1,810.0
Liabilities
Current portion of long-term debt	$	1.5	$	1.5
Accounts payable	233.9		206.6
Accrued wages and salaries	27.7		41.7
Other current liabilities	69.2		75.9
Long-term debt, net of current portion	54.9		54.4
Long-term operating lease liabilities	49.9		48.6
Deferred income taxes	8.3		7.8
Other long-term liabilities	14.9		17.8
Total liabilities of business held for sale	$	460.3	$	454.3

The following table summarizes the components of income from discontinued operations before income taxes associated with the HHI divestiture in the accompanying Condensed Consolidated Statements of Operations for the three and nine month periods ended July 3, 2022 and July 4, 2021:


	Three Month Periods Ended				Nine Month Periods Ended
(in millions)	July 3, 2022		July 4, 2021		July 3, 2022		July 4, 2021
Net sales	$	417.0	$	418.9	$	1,212.4	$	1,217.2
Cost of goods sold	284.0		275.7		797.4		764.6

Gross profit	133.0		143.2		415.0		452.6
Operating expenses	75.1		75.2		221.6		215.5
Operating income	57.9		68.0		193.4		237.1
Interest expense	0.9		0.8		2.5		2.5
Other non-operating (income) expense, net	(0.9)		1.5		2.0		5.2
Income from discontinued operations before income taxes	$	57.9	$	65.7	$	188.9	$	229.4

Beginning in September 2021, the Company ceased the recognition of depreciation and amortization of long-lived assets associated with the HHI disposal group classified as held for sale. Interest expense consists of interest from debt directly attributable to HHI operations that primarily consist of interest from finance leases. No impairment loss was recognized on the assets held for sale as the purchase price of the business less estimated cost to sell is more than its carrying value. The following table presents significant non-cash items and capital expenditures of discontinued operations from the HHI divestiture for the three and nine month periods ended July 3, 2022 and July 4, 2021:


	Three Month Periods Ended				Nine Month Periods Ended
(in millions)	July 3, 2022		July 4, 2021		July 3, 2022		July 4, 2021
Depreciation and amortization	$	—	$	8.4	$	—	$	25.5
Share based compensation	$	(0.1)	$	(0.2)	$	3.9	$	2.2
Purchases of property, plant and equipment	$	5.6	$	5.5	$	18.1	$	17.0

Other

Loss from discontinued operations before income taxes – other includes incremental pre-tax loss for changes to tax and legal indemnifications and other agreed-upon funding under the acquisition agreements for the sale and divestiture of the Global Batteries & Lighting ("GBL") and Global Auto Care ("GAC") divisions to Energizer Holdings, Inc. ("Energizer") during the year ended September 30, 2019. The Company and Energizer agreed to indemnify each other for losses arising from certain breaches of the acquisition agreement and for certain other matters. The Company has agreed to indemnify for certain liabilities relating to the assets retained, and Energizer agreed to indemnify the Company for certain liabilities assumed, in each case as described in the acquisition agreements. Subsequently, effective January 2, 2020, Energizer closed its divestitures of the European based Varta® consumer battery business in the EMEA region to Varta AG and transferred all respective rights and indemnifications attributable to the Varta® consumer battery business provided by the GBL sale to Varta AG. As of July 3, 2022 and September 30, 2021, the Company recognized $25.5 million and $36.5 million, respectively, related to indemnification payables in accordance with the acquisition agreements, including $9.4 million and $17.3 million within Other Current Liabilities, respectively, and $16.1 million and $19.2 million, within Other Long-Term Liabilities, respectively, on the Company’s Condensed Consolidated Statements of Financial Position, primarily attributable to income tax indemnifications associated with previously recognized uncertain tax benefits.

The Company entered into a series of TSAs and reverse TSAs with Energizer to support various shared back office administrative functions including finance, sales and marketing, information technology, human resources, real estate and supply chain, customer service and procurement. TSAs associated with the Varta® consumer battery business were transferred to Varta AG as part of the subsequent divestiture by Energizer. Charges associated with TSAs were recognized as bundled service costs under a fixed fee structure by the respective service or function and geographic location, including one-time pass-through charges for warehousing, freight, amongst others, with variable expiration dates up to 24 months. Charges associated with TSAs and reverse TSAs are recognized as a reduction to or increase in the respective costs, as a component of operating expense or cost of goods sold, depending upon the functions supported by or provided to the Company. Additionally, due to the commingled nature of the shared administrative functions, cash would be received or paid on behalf of the respective counterparty's operations, resulting in cash flow being commingled with operating cash flow of the Company which would settle on a net basis with TSA charges. During the nine month period ended July 4, 2021, the Company recognized net loss of $1.7 million, consisting of TSA charges of $0.9 million and reverse TSA costs of $2.6 million. The Company exited all outstanding TSAs and reverse TSAs in January 2021.