Item 1. Business.

Overview

Edgewell Personal Care Company, and its subsidiaries, is one of the world'sworld’s largest manufacturers and marketers of personal care products in the wet shave, sun and skin care, feminine care and infantfeminine care categories. We operate in more than 20 countries and have a portfolio of over 25 brands and a broad global footprint in more than 50 countries.

History and Development

We were incorporated in the state of Missouri on September 23, 1999 and, prior to April 2000, were a wholly-owned subsidiary of Ralston Purina Company. On April 1, 2000, all of the outstanding shares of our common stock were distributed to shareholders of Ralston Purina Company and we became an independent publicly-owned company. During the years that followed, we implemented a strategy of acquiring several personal care brands, which created the foundation for the company we are today.

In 2007, we acquired Playtex Products, Inc. ("Playtex"(“Playtex”), expanding our branded consumer products portfolio. Playtex was a leading manufacturer and marketer of well-recognized brands such as Playtex® feminine care products, Playtex infant care products, Diaper Genie® diaper disposal systems, Wet Ones® pre-moistened wipes, and Banana Boat® and Hawaiian Tropic® sun care products, and Playtex household gloves.thereby expanding our branded consumer products portfolio.

In 2009, we completed the acquisition of the Edge® and Skintimate® shave preparation brands from S.C. Johnson & Son, Inc., adding market leading United States ("(“U.S."”) market leading shave preparation brands to our existing wet shave product portfolio. In 2010, we completed the acquisition of American Safety Razor, LLC ("ASR"(“ASR”), a leading global manufacturer of private label and value wet shaving razors and blades and specialty blades. ASR was founded in 1875.

Strengthening the company'sour company’s feminine care product portfolio, in 2013 we acquired the Stayfree® pad, Carefree® liner and o.b.® tampon feminine hygiene brands in the U.S., Canada and the Caribbean from Johnson & Johnson.

On July 1,In 2015, we completed the separation of our Household Products business, which manufactures and markets batteries and portable lighting, into a separate publicly-traded company (the "Spin"“Spin” or the "Separation"“Separation”). We completed the tax-free Separation by distributing 100% of the outstanding shares of common stock of Energizer SpinCo, Inc. to our shareholders. The newly formed company assumed the name Energizer Holdings, Inc. ("(“New Energizer"Energizer”) and began trading under the symbol "ENR"“ENR” on the New York Stock Exchange ("NYSE"(“NYSE”). Edgewell retained the Personal Care business and trades on the NYSE under the symbol "EPC."“EPC.” Following the Separation, we do not beneficially own any shares of New Energizer. In connection with the Separation, we changed our name to Edgewell Personal Care Company on June 30, 2015.

In recent years, we have entered the men’s grooming and skin care markets through several acquisitions. On October 31, 2016, we completed the acquisition of Bulldog Skincare Holdings Limited (“Bulldog”), a men'smen’s grooming and skincare products company based in the United Kingdom (the "U.K."(“U.K.”). TheOn March 1, 2018, we completed the acquisition of Jack Black, L.L.C. (“Jack Black”), a men’s luxury skincare company based in the U.S. Finally, on September 2, 2020, we completed the acquisition of Cremo Holding Company, LLC (“Cremo”), one of the strongest and fastest growing masstige brands in men’s grooming, offering a complete line of beard, hair, body wash, shave prep and skin care products. These more recent acquisitions have created opportunities to expand our personal care portfolio into athe growing, global grooming category, and have allowed us to leverage our international geographic footprint.

Our Business Segments and Product Strategies

We manage our business in four reportablethree operating segments: Wet Shave, Sun and Skin Care, and Feminine CareCare. The Company previously had an All Other segment that consisted primarily of our infant and All Other. Prior to the Separation, ourpet care products business that was managedsold in two reportable segments: Personal Care and Household Products. Prior periods have been recast to reflect our current segment reporting.December 2019. Segment performance is evaluated based on segment profit, exclusive of general corporate expenses, share-based compensation costs, costs associated with restructuring initiatives and other items that are not representative of management'smanagement’s view on how segment performance is evaluated. Information regarding the product portfolios of these segments is included within the following discussion. Financial information regarding each of our reportable segments, as well as other geographical information, is included in Item 7. Management'sManagement’s Discussion and Analysis of Financial Condition and Results of Operations and in Note 18 of Notes to Consolidated Financial Statements included within Item 8. Financial Statements and Supplementary Data of this Annual Report on Form 10-K.

Wet shaveShave products are sold under the Schick®, Wilkinson Sword®, Edge, Skintimate, Shave Guard and Personna® brand names. We manufacture and distribute Schick and Wilkinson Sword razor systems, composed of razor handles and refillable blades, and disposable shave products for men and women. While we market our wet shave products throughout the world, our primary markets are the U.S., Canada, Japan, Germany, France and the U.K. We believe we hold the #2number two global market share position in wet shaving. The category is highly competitive, with manufacturers vying for consumer loyalty and retail shelf space.

In 2021, we relaunched Schick Hydro Skin Comfort™ with innovation led by the Stubble Eraser™ and includes four new razors including a unique SmoothProtect™ four-blade design to protect skinSensitive Razor, Dry Skin Razor, Slim Head Sensitive Razor, and a slimmer handle for greater control. We intend to continue to develop and expand across our Wet Shave brands, including Hydro, Quattro, Intuition and Xtreme 3.4-in-1 Groomer.

In the U.S., Canada and Japan, we also sell market-leading shave preparation products, including shaving gels and creams under the Edge, Skintimate and Shave Guard brands.

We also manufacture, distribute and sell a complete line of private label and value-priced wet shaving disposable razors, shaving systems and replacement blades. These wet shave products are sold primarily under a retailer'sretailer’s store name or under our value brand names such as Personna.

Sun and Skin Care products are sold under the Banana Boat, Hawaiian Tropic, Bulldog®, Jack Black®, Cremo® and Wet Ones brand names. We market sun careSun Care products under the Banana Boat and Hawaiian Tropic brands and believe these brands, on a combined basis, hold a leading market share position in the U.S. sun care category. We compete across the full spectrum of sun careSun Care categories: general protection, sport, kids, baby, tanning and after sun. Outside of the U.S., we believe we are also the leading sun careSun Care manufacturer in Australia and Mexico. We expect to continue to drive our worldwide business through product innovation, increased distribution and geographic expansion.

We have acquired a portfolio of men’s grooming skin care products that have grown under our direction. Our Bulldog skincare products are purpose builtpurpose-built for men and were created to work simply and efficiently while dealing with issues specific to men'smen’s skin. Since acquiring the brand in October 2016,Bulldog, we have expanded sales geographically and are committed to further growth and distribution for the brand. We also offer Wet Ones,acquired the leaderJack Black brand to obtain a footprint in the U.S. portable hand wipes category,luxury men’s skincare market and offered Playtex household gloves untilwe will use resources at our disposal to grow the saleJack Black brand globally. Finally, we further expanded our portfolio of this businessmen’s skincare and grooming brands with the acquisition of Cremo, a masstige brand in October 2017.men’s grooming that offers a complete line of “barber quality” beard, hair and skin care products.

In Feminine Care, we market products under the Playtex, Stayfree, Carefree and o.b. brands. We offer tampons under the Playtex Gentle Glide® 360°™®, Playtex Sport®, Playtex and o.b. brands, including the new Playtex Sport compact tampon launched in 2017. We also market pads and liners under the Stayfree and Carefree brands. We believe we are one of the top threetwo manufacturers of feminine care products in North America, with unique, competitive product technologies and well-known brands that address complementary consumer needs. We intend to continue to invest in innovation in our feminine care brands.

Competition

The personal care product categories are highly competitive, both in the U.S. and on a global basis,globally, as large manufacturers with global operations and new entrants attempting to disrupt the market compete for consumer acceptance and increasingly limited retail shelf space. Competition is based upon several factors, including brand perception, product performance, customer service and price.price and promotion. The continued growth in online sales also puts additional competitive pressure on our Company.

The global shaving products category is comprised of wet shave blades and razors, electric shavers and shaving gels and creams. The wet shave segment of that business is further segmented between razor systems and disposable products. This category is characterized by high margins, significant barriers to entry and international growth opportunities. Geographically, North America, Western Europe, Australia and Japan represent relatively developed and stable markets. With our established brands and product lines and global presence, we believe we compete effectively in this market. Our principal competitors in the global wet shave business areare: The Procter & Gamble Company, which owns the Gillette brand and is the leading company in the global wet shave segment,segment; Bic Group, which is expanding beyond its historical strength in the disposable segment; and Bic Group,Dorco, which competes primarily in the disposableprivate label segment. We also compete with newer entrants to the Wet Shave market for both direct-to-consumer online competitors such as Dollarand traditional retail shelf space including Unilever (Dollar Shave Club owned by Unilever,brand), Harry's, Perio (Barbasol and Harry's.PureSilk brands), Beiersdorf (Nivea branded women’s wet shave product in Germany) and numerous other online start-ups.

The markets for sun and skin care feminine care and other personal care products are also highly competitive, characterized by the frequent introduction of new products accompanied by major advertising and promotional programs. Our competitors in these markets consist of a large number of domestic and foreign companies, including The Procter & Gamble Company and Kimberly-Clark Corp. in feminine care; Bayer AG and Johnson & Johnson in sun and skin care; and a variety of competitors in the fragmented infant care market.Johnson.

The market for sun care products is also characterized historically by global growth and is impacted by trends in skin care. With our balanced sun care portfolio, depth of sun care formulation expertise and global presence, we believe we compete effectively and have more than doubled our international sun care business since acquiring the Banana Boat and Hawaiian Tropic brands in 2008. We intend to continue to compete by driving product innovation, building differentiated brand equity and focusing on in-store visibility.

The global men's skincaremen’s skin care market is expected to continue to grow, with increased demand for men'smen’s personal care products. Our competitors in this market include large companies such as Johnson & Johnson, L'OréL’Oréal S.A., The Estee Lauder Companies, Inc. and Unilever, as well as smaller companies. We compete in the market by creating simple and effective skincareskin care products with natural ingredients at an affordable price.multiple price points through our Bulldog and Cremo skin care products and in the luxury men’s skin care market with Jack Black.

The markets for feminine care and other personal products is characterized by large manufacturers with global presence, as well as new market entrants, and is likewise very competitive, with a large number of domestic and foreign competitors, including The Procter & Gamble Company and Kimberly Clark Corp. With our fiscal 2014 acquisition of the Stayfree, Carefree and o.b. brands, we have expanded our presence within the feminine care product category and have becomebecame one of the top threetwo manufacturers in North America. We compete by having a portfolio of well-known brands that address complementary consumer needs.

Sales and Distribution

Our products are marketed primarily through a direct sales force but also throughand supplemented by strategic exclusive and non-exclusive distributors and wholesalers. In the U.S., Japan and the larger countries ofmarkets in Western Europe and Latin America, we have dedicated commercial organizations, reflecting the scale and importance of these businesses. During fiscal 2015, in orderbusinesses to compete more effectively in smaller markets after the Separation,our Company. In several countries where we increased our use ofdo not have dedicated commercial organizations, we utilize third-party distributors and wholesalers and either decreased or eliminated our business operations in certain countries.wholesalers. As a result of increased competition through the expansion of online markets, we launchedhave established e-commerce operations across several business lines, including global Schick.com websites providing men’s and women’s shaving products, Bulldog direct to consumer sites, Jack Black direct to consumer sites, and an acceleration of e-commerce sales in China through our first direct-to-consumer site in the U.S. during 2017, SchickHydro.com. Additionally, we have expanded our eRetail offerings through Amazon.com in the U.S. and Europe, andpartnership with T-Mall in China.T-Mall. We distribute our products to consumers through numerous retail locations worldwide, including mass merchandisers and warehouse clubs, food, drug and convenience stores, and military stores and e-commerce.stores.

Although a large percentage of our sales are attributable to a relatively small number of retail customers, only Wal-Mart Stores,Walmart Inc. and its subsidiaries ("Wal-Mart"(“Walmart”), as a group, account for more than 10% of our consolidated annual net sales. Wal-MartWalmart accounted for approximately 23%21% of our net sales from continuing operations in fiscal 2017.2021. Purchases by Wal-MartWalmart included products from all of our segments. Target Corporation represented approximately 10% and 14%11% of net sales for our Sun and Skin Care segment and All Other segments, respectively,10% for fiscal 2017.our Feminine Care segment, respectively.

Generally, orders are shipped within a month of their order date. Because of the short period of time between order and shipment dates, the dollar amount of current backlog is not material and is not considered to be a reliable indicator of future sales volume.

Government contracts do not represent a material portion of our net sales.

Seasonality

Customer orders for sun care products within our Sun and Skin Care segment are highly seasonal, which has historically resulted in higher sun care sales to retailers during the late winter through mid-summer months. Within our Wet Shave segment, sales of women'swomen’s products are moderately seasonal, with increased consumer demand in the spring and summer months. See "Our“Our business is subject to seasonal volatility"volatility” in Item 1A. Risk Factors.

Sources and Availability of Raw Materials

The principal raw materials used in our products include steel, various plastic resins, plastic based components, textile fibers and non-woven fabrics, organic and inorganic chemicals, soap basedsoap-based lubricants and plastic-pulp based packaging. These materials are sourced on a regional or global basis, as applicable, and are generally available from multiple sources. Price and availability of our raw materials fluctuate over time. While we have confidence our supply assurance plans adequately support our current operational needs, we cannot predict the future with certainty. Both price and supply are subject to risk from global socio- and macroeconomic influences such as, but not exclusivelimited to, force majeure, loss or impairment to key manufacturing sites, transportation, government regulation, currency or other unforeseen circumstances. In the past, we have avoided significant interruption in the availability of our input materials and believe our extensive experience in procurement allows us to manage these risks effectively.

Patents, Technology and Trademarks

We own a number of U.S., Canadian and foreigninternational trademarks, which we consider of substantial importance and which are used individually or in conjunction with our other trademarks. These include, but are not limited to: Edgewell,Edgewell™, Schick, Schick Hydro, Schick Hydro Silk, Hydro Connect,Connect™, Wilkinson Sword, Intuition, Quattro, Xtreme 3, Protector,Protector™, Silk Effects, Slim Twin, Edge, Skintimate, Personna, Banana Boat, Hawaiian Tropic, Bulldog, Binky, Diaper Genie, Litter Genie, Drop-Ins,Jack Black, Cremo, Gentle Glide, 360°, Play On, Twist 'N Click, Sport, Sport Level Protection, VentAire,Protection™, Wet Ones, Stayfree, Carefree and o.b. As a result of the Playtex acquisition, we also own royalty-free licenses in perpetuity to the Playtex trademark in the U.S., Canada and in many foreigninternational jurisdictions related to certain feminine hygiene baby care and other products but excluding certain baby care and apparel-related products.

Our ability to compete effectively in the wet shave, sunWet Shave, Sun and skin care, feminine careSkin Care, and otherFeminine Care personal care categories depends, in part, on our ability to maintain the proprietary nature of technology and manufacturing processes through a combination of patent and trade secret protection, non-disclosure agreements and licensing agreements. We own or license from third parties a considerable number of patents, patent applications and other technology from third parties, which we believe are significantimportant to our business. These relate primarily to shaving product improvements and additional features, feminine care hygiene products including digital and applicator tampons, pads and liners, baby bottles and nipples, disposable liners and plastic holders for nurser systems, children's drinking cups, pacifiers, sunscreen formulations diaper disposal systems, pet care and pet waste disposal products, and manufacturing processes.

As of September 30, 2017,2021, we owned, either directly or beneficially, approximately 916460 unexpired U.S. patents, which have a range of expiration dates from October 20172021 to December 2036,January 2, 2039, and we had approximately 16954 pending U.S. patent applications pending.applications. We routinely prepare additional patent applications for filing in the U.S., as well as and actively pursue foreign patent protection in various foreign countries. As of September 30, 2017,2021, we owned, either directly or beneficially, approximately 2,2371,313 foreign patents, having a range of expiration dates from October 20172021 to May 2041,August 2045, and we had approximately 338103 pending patent applications pending in foreign countries.

We rely on trademark, trade secret, patent and copyright laws to protect our intellectual property rights. We cannot be sure that these intellectual property rights will be effectively utilized or, if necessary, successfully asserted. There is a risk that we will not be able to obtain and perfect our own intellectual property rights, or, where appropriate, license from others intellectual property rights.rights from others.

Governmental Regulation and Environmental Matters

Our operationsWe are subject to various federal, state, foreignlocal and localforeign laws and regulations by governmental agencies intended to protect the public health and environment.environment, including those governing the manufacture, use, discharge and disposal of hazardous materials, labeling and notice requirements related to consumer exposure to certain chemicals, and requirements for the recycling of our products and their packaging. These agencies include, but are not limited to (i) the U.S. Food and Drug Administration (the “FDA”) and equivalent international agencies that regulate ingredients in consumer products; (ii) the U.S. Environmental Protection Agency (“EPA”) and equivalent international agencies that regulate our manufacturing facilities; and (iii) the Chemical Registration/Notification authorities that regulate chemicals that we use in, or transport to, the various countries in which we manufacture and/or market our products. We have seen an increase in registration and reporting requirements concerning the use of certain chemicals in a number of countries, such as the Registration, Evaluation, Authorization and Restriction of Chemicals (“REACH”) regulations in the European Union (the “E.U.”).

Contamination has been identified at certain of our current and former facilities, as well as third-party waste disposal sites, and we are conducting investigation and remediation activities in relation to such properties. In connection with certain sites, we have received notices from the U.S. Environmental Protection Agency ("EPA"),EPA, state agencies and private parties seeking contribution that we have been identified as a potentially responsible party ("PRP"(“PRP”) under the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (“CERCLA”) and, as a result, we may be required to share in the cost of cleanup with respect to a number of federal "Superfund"“Superfund” sites. WeIn addition to potential costs to clean up our own properties, we may also be required to share in the cost of cleanup with respect to state-designated sites and certain international locations, as well as any of our own properties.locations.

The amount of our ultimate liability in connection with those sites may depend on many factors, including the volume and toxicity of material contributed to the site, the number of other PRPs and their financial viability and the remediation methods and technology to be used. Total environmental capital expenditures and operating expenses are not expected to have a material adverse effect on our total capital and operating expenditures, cash flows, earnings or competitive position. Current environmental spending estimates could be modified as a result of changes in our plans or our understanding of the underlying facts, changes in legal requirements, including any requirements related to global climate change or other factors.

Many European countries, as well as the European Union (the "E.U."),E.U, have been very active in adopting and enforcing environmental regulations. As such, it is possible that new regulations may increase the risk and expense of doing business in such countries.

REACH requires manufacturers and importers of chemical substances to register such substances with the European Chemicals Agency, or the ECHA, and enables European and national authorities to track such substances. Depending on the amount of chemical substances to be manufactured or imported, and the specific risks of each substance, REACH requires different sets of data to be included in the registration submitted to the ECHA. Registration of substances with the ECHA imposes significant recordkeeping requirements that can result in significant financial obligations for companies such as ours to import products into Europe. REACH is accompanied by legislation regulating the classification, labeling and packaging of chemical substances and mixtures.

The wellness of our people remains a primary focus and we believe that we generallythe most productive people are those who are at their best, both physically and mentally. Our employees have access to several programs related to employee wellness including: onsite wellness testing and education; mental and emotional health awareness and support; and work-life balance through flex-time, remote working arrangements and parental leave, among others.

Ensuring a good relationship withpositive, purposeful working experience for our employees that is reflective of our purpose and values is central to our business operations. We continually monitor employee retention rates and believe our progressive human resources policies, learning and development, talent acquisition, workplace health and safety, and community engagement and support activities enable us to attract and retain key personnel.

Edgewell’s Sustainable Care 2030 is our ambitious strategy that will enable us to sustain and grow our business while inspiring a world where the joy of caring for yourself is balanced with caring for our shared planet and society. Unveiled in 2020, Sustainable Care 2030 includes key commitments and targets across our brands, operations and supply chain, as well as our workforce and communities. Overall, DEI is an important part of our sustainability strategy with a focus on sustaining the safety and well-being of our employees, the people who use our products, the partners with whom we work and the communities we serve. We will build upon the commitments outlined in our Sustainable Care 2030 strategy to promote an open and inclusive culture where everyone is treated fairly and with respect so that we can retain and attract the unionsbest talent.

We continue to build robust new learning and career development programs, which in fiscal year 2021 included the roll-out of our Spark Growth program. Every People Manager across our company has now graduated from the program – a total of nearly 900 employees. The program has better equipped our People Managers to develop employees, engage in career discussions, and maximize employee performance and potential. This will not only support the learning and growth of People Managers, but also ensure that our leaders effectively enable our employees to do their best work councils that represent certain employees.and to support career aspirations and mobility within the organization.

Executive Officers

Set forth below are the names and ages as of September 30, 2017,2021, and current positions of our executive officers.

Available Information

Our website address is www.edgewell.com. We are not including the information contained on our website as part of, or incorporating it by reference into, this filing. We make available to the public on our website, free of charge, our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 as soon as reasonably practicable after such material is electronically filed with, or furnished to, the U.S. Securities and Exchange Commission ("SEC"(“SEC”). Our reports filed with, or furnished to, the SEC may be read and copied at the SEC's Public Reference Room at 100 F Street, N.E. Washington, DC 20549. Investors may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. These filings are also available on the SEC's website at www.sec.gov.

Item 1A. Risk Factors.

The following risks and uncertainties could materially adversely affect our business, results of operations, financial condition and cash flows. We may amend or supplement the risk factors described below from time to time in other reports we file with the SEC.

RisksMacroeconomic Conditions and Related Risk Factors

We faceThe Novel Coronavirus 2019 (“COVID-19”) pandemic and efforts to control its spread have materially affected how we and our partners and suppliers are operating our businesses. Specifically, we could continue to experience disruptions in our manufacturing and supply chain operations, commodity volatility (cost and availability), and the availability, retention, and cost of the labor force. Outside of these potential cost impacts, there continues to be a risk of changing consumer behavior and category demands driven by COVID-19 uncertainty, that could impact our net sales. It is not clear what long-term effects the COVID-19 pandemic will have on our business, including the effects on our customers. If we are not able to respond to and manage the impact of the COVID-19 pandemic effectively we may continue to experience unfavorable impacts on our operations. The COVID-19 pandemic may also heighten other risks associated with global economic conditions.described in this Risk Factors section.

Pricing and availability of raw materials, energy, shipping and other services needed for our business can be volatile due to general economic conditions, unemploymentlabor costs, production levels, import duties and uncertainty abouttariffs and other factors beyond our control. There is no certainty that we will be able to offset future economic prospects could reduce consumer demand forcost increases. This volatility can significantly affect our products asproduction costs and may, therefore, have a result of a reduction in discretionary spending or a shift of purchasing patterns to lower-cost options such as private label brands sold by retail chains, which could drive the market towards lower margin product and force us to reduce prices for our products in order to compete. Similarly, our retailer customers could reduce their inventories, shift to different products or require us to lower our prices to retain the shelf placement of our products. Declining financial performance by certain of our retailer customers could impact their ability to pay usmaterial adverse effect on a timely basis, or at all. Worsening economic conditions could harm our sales and profitability. Additionally, disruptions in financial markets could reduce our access to debt and equity capital markets, negatively affecting our ability to implement our business, planresults of operations and strategy.financial condition.

The categories in which we operate are largely mature and highly competitive, both in the U.S. and globally, as a limited number of large manufacturerscompanies compete for consumer acceptance, limited retail shelf space and e-commerce opportunities. Because of the highly competitive environment in which we operate, as well as increasing retailer concentration, our retailer customers, including online retailers, frequently seek to obtain pricing concessions or better trade terms, resulting in either reduction of our margins or losses of distribution to lower cost competitors. Competition is based upon brand perceptions, product performance and innovation, customer service and price. Our ability to compete effectively may be affected by a number of factors, including:

Loss of any of our principal customers could significantly decrease our salesLegal, Regulatory, Tax and profitability.

The manufacture,manufacturing, packaging, labeling, storage, distribution, advertising and sale of our products are subject to extensive regulation. For example, a number of our products are regulated by health authorities both in the U.S. and in the E.U. (such as the U.S. Food and Drug Administration in the U.S.)Administration), and by consumer protection organizations (such as the U.S. Consumer Product Safety Commission in the U.S.)Commission). These regulatory frameworks focus on our ingredients as well as the safety and efficacy of our products. Similarly, the advertising and marketing of our products is regulated by agencies such as the U.S. Federal Trade Commission in the U.S.Commission. All of these regulatory frameworks exist at the federal, state and local level in the United StatesU.S. as well as in foreign countries where we sell our products. New or more restrictive regulations or more restrictive interpretations of existing regulations are likely and could lead to additional compliance costcosts and could have an adverse impact on our business. Additionally, a finding that we are in violation of, or not in compliance with, applicable laws or regulations could subject us to material civil remedies, including fines, damages, injunctions or product recalls, or criminal sanctions. Even if a claim is unsuccessful, is not merited or is not fully pursued, the negative publicity surrounding such assertions could jeopardize our reputation and brand image and have a material adverse effect on our businesses, as well as require resources to rebuild our reputation.

We must comply with various environmental laws and regulations in the jurisdictions in which we operate, including those relating to the handling and disposal of solid and hazardous wastes and the remediation of contamination associated with the use and disposal of hazardous substances. A release of such substances due to an accident or an intentional act could result in substantial liability to governmental authorities or to third parties. Pursuant to certain environmental laws, we could be subject to joint and several strict liability for contamination relating to our or our predecessors'predecessors’ current or former properties or any of their respective third-party waste disposal sites. In addition to potentially significant investigation and remediation costs, any such contamination can give rise to claims from governmental authorities or other third-partiesthird parties for natural resource damage, personal injury, property damage or other liabilities. We have incurred, and will continue to incur, capital and operating expenses and other costs in complying with environmental laws and regulations, including remediation costs relating to our current and former properties and third-party waste disposal sites. As new laws and regulations are introduced, we could become subject to additional environmental liabilities in the future that could cause a material adverse effect on our results of operations or financial condition.

We face exposure to occur, itclaims arising out of alleged defects in our products, including for property damage, bodily injury or other adverse effects. We maintain product liability insurance, but this insurance does not cover all types of claims, particularly claims other than those involving personal injury or property damage or claims that exceed the amount of insurance coverage. Further, we may not be able to maintain such insurance in sufficient amounts, on desirable terms, or at all, in the future. In addition to the risk of monetary judgments not covered by insurance, product liability claims could result in delaysnegative publicity that could harm our products’ reputation and in shipments of products to customerscertain cases require a product recall. Product recalls or suspension of operations. We maintain business interruption insurance to potentially mitigate the impact of business interruption, but such coverage may not be sufficient to offset the financial or reputational impact of an interruption.

There is an increased focus from certain investors, customers, consumers, employees, and other stakeholders concerning corporate citizenship and sustainability matters. From time to time, we announce certain initiatives, including goals, regarding our focus areas, which include environmental matters, packaging, responsible sourcing, social investments and diversity, equity and inclusion. We could fail, or be perceived to have failed, in our achievement of such initiatives or goals, or we could fail in accurately reporting our progress on such initiatives and goals. Such failures could be due to changes in our business (e.g., shifts in business among distribution channels or acquisitions). Moreover, the standards by which citizenship and sustainability efforts and related matters are measured are developing and evolving, and certain areas are subject to various covenants relatingassumptions, which standards and assumptions could change over time. In addition, we could be criticized for the scope of such initiatives or goals or perceived as not acting responsibly in connection with these matters. Adverse incidents related to such indebtedness, whichcorporate citizenship or sustainability matters could limit our discretion to operate and grow our business.

The vast majority of our total net sales are from products bearing proprietary trademarks and brand names. In addition, we own or license from third parties a considerable number of patents, patent applications and other technology. We rely on trademark, trade secret, patent and copyright laws to protect our intellectual property rights. There is a risk that we will not be able to obtain and perfect or maintain our own intellectual property rights or, where appropriate, license intellectual property rights necessary to support new product introductions. In addition, even if such rights are protected in the U.S., the laws of some other countries in which our products are or may be sold do not protect intellectual property rights to the same extent as the laws of the U.S. Our intellectual property rights could be invalidated, circumvented or challenged in the future, and we could incur significant costs in connection with legal actions relating to such rights. As patents expire, we could face increased competition or decreased royalties, either of which could negatively impact our operating results. If other parties infringe our intellectual property rights, they may dilute the value of our brands in the marketplace, which could diminish the value that consumers associate with our brands andwhich may harm our sales.

On June 23, 2016, the United Kingdom (the "U.K.")U.K. held a referendum in which voters approved an exit from the E.U., commonly referred to as "Brexit," and“Brexit.” The U.K. officially exited the E.U. on March 29, 2017,January 31, 2020, however, negotiations between the U.K. beganand E.U. regarding the process to withdraw fromseparation remain ongoing. On December 24, 2020, the E.U. As a result, the global markets and currencies have been adversely impacted, including a sharp decline in the value of the British Pound as compared to the U.S. dollar and other foreign currencies. Volatility in exchange rates is expected to continue as the U.K. negotiates its exit fromagreed on the E.U. Given the lackfinal terms of comparable precedent, the implications of Brexit or how such implications might affect usa trade and our operations are unclear. Brexit could,cooperation agreement relating to their relationship following Brexit. This trade and cooperation agreement covers, among other things, disrupttariffs and quotas on goods, labor and social standards, environmental protection matters, tax transparency and customs provisions. The trade agreements are being continually reviewed and updated and any changes to the free movement of goods, services and peopletrading relationship between the U.K. and the E.U. or other countries, as well as create legalmay result in increased cost of goods imported into and global economic uncertainty.exported from the U.K. which may decrease the profitability of our operations in the U.K. and elsewhere. For fiscal 2017,2021, net sales of our U.K. operations were 4.0%4% of our consolidated net sales. In addition, the Company completed the acquisition of Bulldog Skincare Holdings Limited on October 31, 2016, which is based in the U.K. These and other potential implications of Brexit could adversely affect our business and financial results.

Our systems and networks, as well as those of our retailer customers, suppliers, service providers, and banks, may become the target of advanced cyber-attacks or information security breaches which will pose a risk to the security of our services, systems, networks and supply chain, as well as to the confidentiality, availability and integrity of data of our Company, employees, customers or consumers, and disrupt our operations or damage our facilities or those of third parties. As cybersecurity threats rapidly evolve in sophistication and become more prevalent across the industry globally, we are continually increasing our attention to these threats. We assess potential threats and vulnerabilities and make investments seeking to address them, including ongoing monitoring and updating of networks and systems, increasing specialized information security skills, deploying employee security training, and updating security policies for our Company and our third-party providers. However, because the techniques, tools and tactics used in cyber-attacks frequently change and may be difficult to detect for periods of time, we may face difficulties in anticipating and implementing adequate preventative measures or fully mitigating harms after such an attack. As a result, a cyber-attack could negatively impact our net sales and increase our operating and capital costs. In addition, our employees frequently access our suppliers’ and customers’ systems and we may be liable if our employees are the source of any breaches in these third-party systems. It could also damage our reputation with retailer customers and consumers and diminish the strength and reputation of our brands or require us to pay monetary penalties.

In recent years, retailer consolidation both in the U.S. and internationally has increased. This trend has resulted in the increased size and influence of large consolidated retail customers, including internet-based retailers, who may demand lower pricing, special packaging or impose other requirements on us. These business involvesdemands may relate to inventory practices, logistics or other aspects of the potential for product liabilitycustomer-supplier relationship. Some of our customers, particularly our high-volume retail customers, have sought to obtain pricing and other claims against us,concessions and better trade terms. To the extent we provide concessions or better trade terms to those customers, our margins are reduced. Further, if we are unable to effectively respond to the demands of our customers, these customers could reduce their purchases of our products and increase their purchases of products from competitors, which would harm our sales and profitability. In addition, reductions in inventory by our customers, including as a result of consolidations in the retail industry, or our customers managing their working capital requirements, could result in reduced orders for our products and adversely affect our results of operations for the financial periods affected by such reductions.

Sales of consumer products via e-commerce has gained increasing importance among market participants as more end user customers purchase consumer goods through e-commerce. We are engaged in e-commerce sales channels with respect to many of our products; however, if e-commerce and other sales channels were to take significant market share away from traditional brick and mortar retailers, and if we are not successful in achieving sales growth in these sales channels, our business, financial condition and result in product recalls or withdrawals.results of operations may be negatively impacted. While we are establishing an e-commerce footprint, there can be no assurances that these initiatives will be successful.

In the normal course of alleged defectsbusiness, we may initiate projects which change our manufacturing footprint or our operations in order to gain production efficiencies and reduce costs. The execution of cost savings initiatives may present a number of significant risks, including:

Operations of our manufacturing and packaging facilities worldwide, and of our corporate offices, and the methods we use to obtain supplies and to distribute our products, may be subject to disruption for a variety of reasons, including availability of raw materials, work stoppages, industrial accidents, disruptions in logistics, loss or impairment of key manufacturing sites, product quality or safety issues, licensing requirements and other regulatory issues, trade disputes between countries in which we have operations, and acts of war, terrorism, pandemics, fire, earthquake, hurricanes, flooding or other natural disasters. The supply of our raw materials may be similarly disrupted. There is also a possibility that third-party manufacturers, which produce a significant portion of certain of our products, could discontinue production with little or no advance notice, or experience financial problems or problems with product quality or timeliness of product delivery, resulting in manufacturing delays or disruptions, regulatory sanctions, product liability claims or consumer complaints. If a major disruption were to occur, it could result in delays in shipments of products to customers or suspension of operations. We maintain product liabilitybusiness interruption insurance to potentially mitigate the impact of business interruption, but this insurance does not cover all types of claims, particularly claims other than those involving personal injury or property damage or claims that exceed the amount of insurance coverage. Further, wesuch coverage may not be ablesufficient to maintain such insuranceoffset the financial or reputational impact of an interruption.

We depend on the continuing reputation and success of our brands, particularly the Schick, Wilkinson Sword, Edge, Skintimate, Playtex, Wet Ones, Banana Boat, Hawaiian Tropic, Bulldog, Cremo, Jack Black, Stayfree, Carefree and o.b. brands. Our operating results could be adversely affected if one of our leading brands suffers damage to its reputation due to real or perceived quality issues. Further, the success of our brands can suffer if our marketing plans or new product offerings do not improve or have a negative impact on our brands’ image or ability to attract and retain consumers. Additionally, if claims made in sufficient amounts, on desirable terms,our marketing campaigns become subject to litigation alleging false advertising, it could damage our brand, cause us to alter our marketing plans in ways that may materially and adversely affect sales, or at all,result in the future. In addition to the riskimposition of monetary judgments not covered by insurance, product liability claimssignificant damages against us. Further, a boycott or other campaign critical of us, through social media or otherwise, could result in negative publicity that could harmnegatively impact our products'brands’ reputation and, consequently, our products’ sales.

Customer orders for sun care products within our Sun and Skin Care segment are highly seasonal, which has historically resulted in certain cases requirehigher sun care sales to retailers during the late winter through mid-summer months. Accordingly, our sales, financial performance, working capital requirements and cash flow may experience volatility during these periods. Further, purchases of our sun care products can be significantly impacted by unfavorable weather conditions during the summer period, and as a result we may suffer decreases in net sales if conditions are not favorable for use of our products, which could in turn have a material adverse effect on our financial condition, results of operation and cash flows. Within our Wet Shave segment, sales of women’s products are moderately seasonal, with increased consumer demand in the spring and summer months.

We have a rigorous process for the continuous development and financial condition.evaluation of new product concepts, led by executives in marketing, sales, research and development, product development, operations, legal and finance. However, consumer preference and spending patterns change rapidly and cannot be predicted with certainty. There can be no assurance that we will anticipate and respond to trends for consumer products effectively. Each new product launch, including those resulting from our product development process, carries risks, as well as the possibility of unexpected consequences, including:

Each of the risks referred to above could delay or impede our ability to achieve our sales objectives, which could have been directed against numerous public companies. If a proxy contest or an unsolicited takeover proposal was made with respect to us, we could incur significant costs in defending the Company, which would have anmaterial adverse effect on our business, prospects, results of operations, financial results. Shareholder activistscondition and/or cash flows.

We have a material amount of goodwill, trademarks and other intangible assets, as well as other long-lived assets, which are periodically evaluated for impairment in accordance with current accounting standards. Declines in our profitability and estimated cash flows related to specific intangible assets, as well as potential changes in market valuations for similar assets and market discount rates, may also seekresult in an impairment charge, which could have an adverse impact on our operating results.

Additionally, certain of our debt instruments are subject to certain financial and other covenants, including debt ratio tests. We may be in breach of such covenants in the governance, strategic directionevent of future declines in our operating cash flows or earnings performance, foreign currency movements or other events. In the event of such breach, our lenders may be entitled to accelerate the related debt as well as any other debt to which a cross-default provision applies, and we could be required to seek amendments or waivers under the debt instruments or to refinance the debt. There is no assurance that we would obtain such amendments or waivers or effect such refinancing, or that we would be able to do so on terms similar to those of our current debt instruments. The covenants and financial ratio requirements contained in our debt instruments could also:

Our Revolving Credit Facility (See Liquidity and Capital Resources for details) contains customary representations and warranties, and affirmative and negative covenants, including limitations on additional indebtedness, dividends, and other distributions, entry into new lines of business, use of loan proceeds, restrictions on liens on the assets of the Company and our subsidiaries, transactions with affiliates and dispositions. The breach of any of these covenants could result in a default under the lossRevolving Credit Facility. In addition, the Revolving Credit Facility contains customary events of potential business opportunities,default that include, among others, non-payment of principal, interest or fees, violation of covenants, inaccuracy of representations and warranties, failure to make payment on, or defaults with respect to, certain other material indebtedness, bankruptcy and insolvency events, material judgments and change of control provisions. Upon the occurrence of an event of default, and after the expiration of any applicable grace period, payment of any outstanding loans under the Revolving Credit Facility could be exploited byaccelerated and the lenders thereunder could foreclose on their security interests in the assets of the Company and certain of our competitors, cause concernsubsidiaries.

Our businesses are conducted on temporary or speculative market perceptions or other factors that do not necessarily reflect the underlying fundamentals and prospectsa worldwide basis, with nearly 43% of our business.sales in fiscal 2021 arising outside the U.S., and a significant portion of our production capacity and cash are located overseas. Consequently, we are subject to a number of risks associated with doing business in foreign countries, including:

Our future performance depends in significant part upon the continued service of our executive officers and other key personnel. The loss of the services of one or more of our executive officers or other key employees could have a material adverse effect on our business, prospects, financial condition and results of operations. Our success also depends on our continuing ability to attract, retain and develop highly qualified personnel. Competition for such personnel is intense, and there can be no assurance that we can retain and motivate our key employees or attract and retain other highly qualified personnel in the future.

The funding obligations for our pension plans are impacted by the performance of the financial markets, interest rates and governmental regulations. While the pension benefit earned to date by active participants under our legacy U.S. pension plan was frozen effective January 1, 2014, and retirement service benefits no longer accrue under this retirement program, our pension obligations are expected to remain significant. If the investment of plan assets does not provide the expected long-term returns, if interest rates or other assumptions change, or if governmental regulations change the timing or amounts of required contributions to the plans, we could be required to make significant additional pension contributions which may have an adverse impact on our liquidity, our ability to comply with debt covenants and may require recognition of increased expense within our financial statements.

Item 1B. Unresolved Staff Comments.

None.

Item 2. Properties.

As of September 30, 2017,2021, we owned or leased 6057 properties, 2527 in the U.S. and 35 in other countries. 1230 globally. Ten of these properties are used as production plants consisting of 1.8 million square feet that is owned and 0.70.9 million square feet that is leased. Five of these plants are located in the U.S., and sevenfive are in other countries. SevenSix of these plants are used exclusively by our Wet Shave segment, one by our Feminine Care segment, two are shared by our Sun and Skin Care and All Other segments, one is shared by our Wet Shave and All Other segmentssegment and one is shared by our Wet Shave and Sun and Skin Care segments. We also have thirteen12 warehouses totaling 0.7consisting of 1.4 million square feet of which 0.6that is owned and 1.3 million square feet that is leased. We operate from 35 different offices throughout the world, totaling 0.4 million square feet, all of which isare leased, and includes our corporate headquarters in Chesterfield, Missouri.Shelton, Connecticut. We believe all of our facilities are well-maintained and suitable for the operations conducted in them.

We, and our affiliates, are subject to a number of legal proceedings in various jurisdictions arising out of our operations during the ordinary course of business. Many of these legal matters are in preliminary stages and involve complex issues of law and fact, and may proceed for protracted periods of time. The amount of liability, if any, from these proceedings cannot be determined with certainty. We review our legal proceedings and claims, regulatory reviews and inspections and other legal proceedings on an ongoing basis and follow appropriate accounting guidance when making accrual and disclosure decisions. We establish accruals for those contingencies when the incurrence of a loss is probable and can be reasonably estimated, and disclose the amount accrued and the amount of a reasonably possible loss in excess of the amount accrued, if such disclosure is necessary for our financial statements to not be misleading. We do not record liabilities when the likelihood that the liability has been incurred is probable, but the amount cannot be reasonably estimated. Based upon present information, we believe that our liability, if any, arising from such pending legal proceedings, asserted legal claims and known potential legal claims, which are likely to be asserted, is not reasonably likely to be material to our financial position, results of operations or cash flows, taking into account established accruals for estimated liabilities.

See also the discussion captioned "Governmental“Governmental Regulation and Environmental Matters"Matters” and “Legal, Regulatory, Tax and Other Risks” included within Item 1. Business of this Annual Report on Form 10-K.

 

Item 4. Mine Safety Disclosures.

Not applicable.

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

Market Information

Edgewell common shares arestock is listed and traded on the New York Stock Exchange ("NYSE"(“NYSE”) under the symbol "EPC." The following table presents the high and low sales prices of our common shares for the periods indicated, as reported by the NYSE.

There were approximately 8,0515,507 shareholders of record of our common sharesstock as of October 31, 2017.2021.

Issuer Purchases of Equity Securities

In May 2015,January 2018, our Board of Directors approved an authorization to repurchase up to ten10.0 million shares of our common stock. This authorization replaced a prior share repurchase authorization. Duringauthorization from May 2015. The following table sets forth the purchases of our Company’s securities by our Company and any affiliated purchasers within the meaning of Rule 10b-18(a)(3) (17 CFR 240.10b-18(a)(3)) during the fourth quarter of fiscal 2017,2021:

During fiscal 2021, we repurchased 953,812 shares of our common stock under this resolution.

During fiscal 2017,2021, we repurchased 225,306116,247 shares related to the surrender of shares of common stock to satisfy tax withholding obligations in connection with the vesting of restricted stock equivalent awards.

Performance Graph

The following graph compares the cumulative 5-yearfive-year total return provided to shareholders of Edgewell Personal Care Company'sCompany’s common sharesstock relative to the cumulative total returns of the S&P Midcap 400 index and the S&P Household Products index. An investment of $100 (with reinvestment of all dividends and other distributions, including the New Energizer shares distributed on July 1, 2015)distributions) is assumed to have been made in our common sharesstock and in each of the indexesindices on September 30, 20122016 and its relative performance is tracked through September 30, 2017.2021. These indices are included only for comparative purposes as required by Securities and Exchange CommissionSEC rules and do not necessarily reflect management'smanagement’s opinion that such indices are an appropriate measure of the relative performance of our common shares.stock. They are not intended to forecast possible future performance of our common shares,stock, nor is our historichistorical common sharestock price performance necessarily indicative of our future common sharestock price performance.