The following table summarizes the components of “Income (loss) from discontinued operations, net of tax” in the accompanying Condensed Consolidated Statements of Operations for the three and six months ended March 31, 2018 and 2017:



	Three months ended March 31,					Six months ended March 31,
	2018		2017			2018		2017
(Loss) income from discontinued operations, net of tax attributable to Insurance Operations	$	—	$	(62.7	)	$	459.9	$	187.7
Income from discontinued operations, net of tax attributable to GBA segment	0.7		19.1			41.6		71.5
Income (loss) from discontinued operations, net of tax	$	0.7	$	(43.6	)	$	501.5	$	259.2

Insurance Operations

On November 30, 2017, FGL completed the FGL Merger pursuant to which, except for certain shares specified in the FGL Merger Agreement, each issued and outstanding share of common stock of FGL was automatically canceled and converted into the right to receive $31.10 in cash, without interest. The total consideration received by the Company as a result of the completion of the FGL Merger was $1,518.3, which includes $26.6 related to the 338 Tax Election.

Also on November 30, 2017, Front Street Re (Delaware) Ltd. sold to the CF Entities all of the issued and outstanding shares of Front Street for $65.0, which is subject to reduction for customary transaction expenses. In addition, $6.5 of the purchase price was deposited in escrow for a period of 15 months to support any indemnification claims that might be made (if any) by the CF Entities.

The Insurance Operations were classified as held for sale in the accompanying Condensed Consolidated Balance Sheets at September 30, 2017 and as discontinued operations through November 30, 2017 in the accompanying Condensed Consolidated Statements of Operations and Condensed Consolidated Statements of Cash Flows.

The following table summarizes the major categories of assets and liabilities of the Insurance Operations classified as held for sale in the accompanying Condensed Consolidated Balance Sheets at September 30, 2017:



	September 30, 2017
Assets
Investments, including loans and receivables from affiliates	$	23,211.1
Funds withheld receivables	742.7
Cash and cash equivalents	914.5
Accrued investment income	231.3
Reinsurance recoverable	2,358.8
Deferred acquisition costs and value of business acquired, net	1,163.6
Other assets	125.4
Write-down of assets of businesses held for sale to fair value less cost to sell	(421.2		)
Total assets of businesses held for sale	$	28,326.2
Liabilities
Insurance reserves	$	24,989.6
Debt	405.0
Accounts payable and other current liabilities	56.2
Deferred tax liabilities	68.0
Other liabilities	831.9
Total liabilities of businesses held for sale	$	26,350.7

In accordance with ASC 360, Property, Plant and Equipment, long-lived assets classified as held for sale are measured at the lower of their carrying value or fair value less cost to sell at the balance sheet date. At September 30, 2017, the carrying value of the Company’s interest in FGL and Front Street exceeded their respective estimated fair value less cost to sell by $402.2 and $19.0, respectively.

The higher carrying value of FGL was primarily due to the increase in unrealized gains, net of offsets in FGL’s investment portfolio, with the effects of the unrealized gains, net of offsets, being recorded in accumulated other comprehensive income (“AOCI”). Upon the completion of the FGL Merger, the Company deconsolidated its ownership interest in FGL, which resulted in the reclassification of $445.9 of AOCI attributable to FGL to income from discontinued operations during the six months ended March 31, 2018.

The following table summarizes the components of “Net income (loss) from discontinued operations” in the accompanying Condensed Consolidated Statements of Operations for the two months ended November 30, 2017 and the three and six months ended March 31, 2017:



	Two months ended November 30, 2017			Three months ended March 31, 2017			Six months ended March, 31 2017
	Two months ended November 30, 2017			Three months ended March 31, 2017			Six months ended March, 31 2017
Revenues:
Insurance premiums	$	6.8		$	3.1		$	14.3
Net investment income	181.9			258.7			509.2
Net investment gains	154.8			112.0			134.6
Insurance and investment product fees and other	35.1			44.6			83.6
Total revenues	378.6			418.4			741.7
Operating costs and expenses:
Benefits and other changes in policy reserves	241.3			301.1			309.4
Selling, acquisition, operating and general expenses	52.8			35.7			66.4
Amortization of intangibles	35.8			36.5			156.5
Total operating costs and expenses	329.9			373.3			532.3
Operating income	48.7			45.1			209.4
Interest expense	(3.9		)	(6.0		)	(12.1		)
Other (expense) income	(0.1		)	0.1			0.1
(Write-down) write-up of assets of businesses held for sale to fair value	(14.2		)	(72.8		)	71.7
Reclassification of accumulated other comprehensive income	445.9			—			—
Income (loss) from discontinued operations before income taxes	476.4			(33.6		)	269.1
Income tax expense	16.5			29.1			81.4
Net income (loss) from discontinued operations	459.9			(62.7		)	187.7
Net income from discontinued operation attributable to noncontrolling interest	5.4			6.4			27.5
Net income (loss) from discontinued operations attributable to controlling interest	$	454.5		$	(69.1	)	$	160.2

Consumer Products Segment - GBA Segment

As previously discussed in Note 1, Description of Business and Basis of Presentation, Spectrum Brands’ GBA segment was classified as held for sale in the accompanying Condensed Consolidated Balance Sheets and as discontinued operations in the accompanying Condensed Consolidated Statements of Operations and Condensed Consolidated Statements of Cash Flows. The following table summarizes the assets and liabilities of Spectrum Brands’ GBA segment classified as held for sale as of March 31, 2018 and September 30, 2017:



	March 31, 2018		September 30, 2017
Assets
Trade receivables, net	$	214.6	$	260.1
Other receivables, net	25.2		24.0
Inventories, net	324.7		279.2
Prepaid expenses and other current assets	41.9		39.7
Property, plant and equipment, net	198.1		196.8
Deferred charges and other assets	17.8		19.3
Goodwill	351.3		348.9
Intangibles, net	802.4		811.9
Total assets of businesses held for sale	$	1,976.0	$	1,979.9
Liabilities
Current portion of long-term debt	$	28.3	$	17.3
Accounts payable	250.8		355.9
Accrued wages and salaries	31.9		37.6
Other current liabilities	90.4		89.8
Long-term debt, net of current portion	52.6		51.7
Deferred income taxes	38.7		38.2
Other long-term liabilities	65.9		66.2
Total liabilities of businesses held for sale	$	558.6	$	656.7



	Three months ended March 31,						Six months ended March 31,
	2018			2017			2018		2017
Revenues:
Net sales	$	427.8		$	413.5		$	1,031.1	$	1,023.0
Operating costs and expenses:
Cost of goods sold	280.7			265.1			684.1		663.7
Selling, acquisition, operating and general expenses	134.4			109.2			266.1		230.5
Total operating costs and expenses	415.1			374.3			950.2		894.2
Operating income	12.7			39.2			80.9		128.8
Interest expense	12.4			11.7			26.1		24.5
Other income (expense), net	0.1			(0.2		)	0.4		(0.2		)
Income from discontinued operations before income taxes	0.2			27.7			54.4		104.5
Income tax (benefit) expense	(0.5		)	8.6			12.8		33.0
Net income from discontinued operations	0.7			19.1			41.6		71.5
Net income from discontinued operation attributable to noncontrolling interest	0.3			7.7			17.1		30.0
Net income from discontinued operations attributable to controlling interest	$	0.4		$	11.4		$	24.5	$	41.5

Interest expense consists of interest from debt directly held by subsidiaries of the business held for sale, including interest from capital leases, and interest on term loans required to be paid down using proceeds received on disposal on sale of a business within 365 days with the exception for funds used for capital expenditures and acquisitions. There has been no impairment loss recognized as the fair value or expected proceeds from the disposal of the businesses are anticipated to be in excess of the asset carrying values. During the three and six months ended March 31, 2018, Spectrum Brands incurred transaction costs of $22.3 and $25.1, respectively, associated with the divestiture and have been recognized as a component of “Net income (loss) from discontinued operations”. Transaction costs are expensed as incurred and include fees for investment banking services, legal, accounting, due diligence, tax, valuation and various other services necessary to complete the transactions.

Energizer Holdings, Inc.

On January 15, 2018, Spectrum Brands entered into a definitive acquisition agreement (the “GBL Sale Agreement”) with Energizer Holdings, Inc. (“Energizer”) pursuant to which Energizer has agreed to acquire from Spectrum Brands its GBL business for an aggregate purchase price of $2,000.0 in cash, subject to customary purchase price adjustments.

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

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

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

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

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

The GBL Sale Agreement also contains certain termination rights, including the right of either party to terminate the GBL Sale Agreement if the consummation of the acquisition has not occurred on or before July 15, 2019 (the “Termination Date”). Further, if the acquisition has not been consummated by the Termination Date and all conditions precedent to Energizer’s obligation to consummate the acquisition have otherwise been satisfied except for one or more of the Antitrust Conditions, then Energizer would be required to pay Spectrum Brands a termination fee of $100.0.

The GBL business is part of Spectrum Brands’ GBA business, which also includes shared operations and assets of the remaining components of Spectrum Brands’ HPC business. Spectrum Brands is actively marketing its HPC business with interested parties for a separate transaction(s) expected to be entered into and consummated prior to December 31, 2018.