UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Form FORM 10-Q

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2019March 31, 2020
or
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _______________ to _______________

Commission File Number: 001-15401

epc-20200331_g1.jpg
EDGEWELL PERSONAL CARE COMPANY
(Exact name of registrant as specified in its charter)
Missouri43-1863181
(State or other jurisdiction of incorporation or organization)(I. R. S. Employer Identification No.)
6 Research Drive(203)(203)944-5500
Shelton,CT06484(Registrant’s telephone number, including area code)
(Address of principal executive offices and zip code)codes)
Securities registered pursuant to Section 12(b) of the Act:
Title of each classStock symbolTrading symbol(s)Name of each exchange on which registered
Common Stock, par value $0.01 per shareEPCNew York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes No
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filerAccelerated filer
Non-accelerated filer (Do not check if a smaller reporting company)Smaller reporting company
Large Accelerated FilerAccelerated FilerEmerging growth company
Non-accelerated Filer (Do not check if a smaller reporting company)Smaller Reporting Company
Emerging Growth Company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes No
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date:
Common shares, $0.01 par value - 54,160,96654,338,877 shares as of July 31, 2019.
April 30, 2020.



EDGEWELL PERSONAL CARE COMPANY
INDEX TO FORM 10-Q

PART I.FINANCIAL INFORMATION
Item 1.Financial Statements (Unaudited).
Condensed Consolidated Statements of Earnings and Comprehensive Income for the three and ninesix months ended June 30, 2019March 31, 2020 and 2018.2019.
Condensed Consolidated Balance Sheets as of June 30, 2019March 31, 2020 and September 30, 2018.2019.
Condensed Consolidated Statements of Cash Flows for the ninesix months ended June 30, 2019March 31, 2020 and 2018.2019.
Condensed Consolidated Statements of Changes in Shareholders’ Equity for the three and ninesix months ended June 30, 2019March 31, 2020 and 2018.2019.
Notes to Condensed Consolidated Financial Statements.
Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations.
Item 3.Quantitative and Qualitative Disclosures About Market Risk.
Item 4.Controls and Procedures.
PART II.OTHER INFORMATION
Item 1A.Risk Factors
Item 2.Unregistered Sales of Equity Securities and Use of Proceeds.
Item 6.Exhibits.
SIGNATURE



2



PART I - FINANCIAL INFORMATION

Item 1. Financial Statements (Unaudited).

EDGEWELL PERSONAL CARE COMPANY
CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS AND COMPREHENSIVE INCOME
(unaudited, in millions, except per share data)  

 Three Months Ended
March 31,
Six Months Ended
March 31,
 2020201920202019
Net sales$523.0  $546.7  $977.0  $1,003.8  
Cost of products sold280.0  295.8  540.9  559.4  
Gross profit243.0  250.9  436.1  444.4  
Selling, general and administrative expense121.5  98.1  216.5  185.4  
Advertising and sales promotion expense47.0  47.9  88.1  99.5  
Research and development expense13.9  14.0  27.7  26.6  
Restructuring charges6.5  13.5  12.6  30.6  
Gain on sale of Infant and Pet Care business1.1  —  (4.1) —  
Interest expense associated with debt13.9  16.4  28.2  32.4  
Other expense (income), net10.9  (2.7) 9.3  (1.4) 
Earnings before income taxes28.2  63.7  57.8  71.3  
Income tax provision8.7  15.5  15.9  23.5  
Net earnings$19.5  $48.2  $41.9  $47.8  
Earnings per share:
Basic net earnings per share$0.36  $0.89  $0.77  $0.88  
Diluted net earnings per share$0.36  $0.89  $0.77  $0.88  
Statements of Comprehensive Income:
Net earnings$19.5  $48.2  $41.9  $47.8  
Other comprehensive (loss) income, net of tax
Foreign currency translation adjustments(27.9) (11.2) (6.4) (22.0) 
Pension and postretirement activity, net of tax of $0.5, $0.2, $(0.1) and $0.30.8  0.3  (0.7) 0.3  
Deferred gain (loss) on hedging activity, net of tax of $0.7, $0.2, $0.1 and $(0.5)1.6  0.3  0.3  (1.0) 
Total other comprehensive loss, net of tax(25.5) (10.6) (6.8) (22.7) 
Total comprehensive (loss) income$(6.0) $37.6  $35.1  $25.1  
 
Three Months Ended
June 30,
 
Nine Months Ended
June 30,
 2019 2018 2019 2018
Net sales$609.2
 $620.6
 $1,613.0
 $1,697.0
Cost of products sold317.0
 318.9
 876.4
 894.9
Gross profit292.2
 301.7
 736.6
 802.1
        
Selling, general and administrative expense94.8
 101.3
 280.2
 303.5
Advertising and sales promotion expense91.8
 105.3
 191.3
 229.9
Research and development expense12.9
 14.9
 39.5
 46.5
Impairment charges549.0
 24.4
 549.0
 24.4
Restructuring charges7.1
 15.4
 37.7
 19.1
Sale of Playtex gloves
 0.6
 
 (15.3)
Interest expense associated with debt15.6
 16.5
 48.0
 52.5
Other expense, net2.7
 1.9
 1.3
 1.2
(Loss) earnings before income taxes(481.7) 21.4
 (410.4) 140.3
Income tax (benefit) provision(40.3) 9.3
 (16.8) 56.4
Net (loss) earnings$(441.4) $12.1
 $(393.6) $83.9
        
Earnings per share:       
Basic net (loss) earnings per share$(8.16) $0.23
 $(7.27) $1.54
Diluted net (loss) earnings per share(8.16) 0.22
 (7.27) 1.54
        
Statements of Comprehensive Income:       
Net (loss) earnings$(441.4) $12.1
 $(393.6) $83.9
Other comprehensive income (loss), net of tax       
Foreign currency translation adjustments12.6
 (36.3) (9.4) (10.4)
Pension and postretirement activity, net of tax of $(0.2), $0.9, $0.1 and $1.1(0.5) 1.9
 (0.2) 2.6
Deferred (loss) gain on hedging activity, net of tax of $(0.9), $(2.0), $(1.4) and $(1.3)(2.0) 4.4
 (3.0) 2.9
Total other comprehensive income (loss), net of tax10.1
 (30.0) (12.6) (4.9)
Total comprehensive (loss) income$(431.3) $(17.9) $(406.2) $79.0

See accompanying Notes to Condensed Consolidated Financial Statements.

3


EDGEWELL PERSONAL CARE COMPANY
CONDENSED CONSOLIDATED BALANCE SHEETS
(unaudited, in millions, except share data)  
 
March 31,
2020
September 30,
2019
Assets
Current assets 
Cash and cash equivalents$308.8  $341.6  
Trade receivables, less allowance for doubtful accounts of $8.5 and $5.6209.8  205.6  
Inventories340.1  357.2  
Other current assets130.5  140.0  
Total current assets989.2  1,044.4  
Property, plant and equipment, net372.0  396.0  
Goodwill1,023.6  1,032.8  
Other intangible assets, net836.2  912.9  
Other assets87.5  34.8  
Total assets$3,308.5  $3,420.9  
Liabilities and Shareholders’ Equity
Current liabilities
Current maturities of long-term debt$—  $117.0  
Notes payable17.7  14.4  
Accounts payable190.3  222.8  
Other current liabilities278.2  305.4  
Total current liabilities486.2  659.6  
Long-term debt1,098.3  1,097.8  
Deferred income tax liabilities84.7  101.1  
Other liabilities292.0  258.9  
Total liabilities1,961.2  2,117.4  
Shareholders’ equity
Preferred shares, $0.01 par value, 10,000,000 authorized; none issued or outstanding—  —  
Common shares, $0.01 par value, 300,000,000 authorized; 65,251,989 issued; 54,323,530 and 54,206,746 outstanding0.7  0.7  
Additional paid-in capital1,626.1  1,627.7  
Retained earnings756.7  714.8  
Common shares in treasury at cost, 10,928,459 and 11,045,243(793.5) (803.8) 
Accumulated other comprehensive loss(242.7) (235.9) 
Total shareholders’ equity1,347.3  1,303.5  
Total liabilities and shareholders’ equity$3,308.5  $3,420.9  
 June 30,
2019
 September 30,
2018
Assets   
Current assets   
Cash and cash equivalents$279.0
 $266.4
Trade receivables, less allowance for doubtful accounts of $5.7 and $6.0241.6
 226.5
Inventories372.7
 329.5
Other current assets142.3
 128.8
Total current assets1,035.6
 951.2
Property, plant and equipment, net400.7
 424.1
Goodwill1,060.2
 1,450.8
Other intangible assets, net921.4
 1,099.0
Other assets34.4
 28.2
Total assets$3,452.3
 $3,953.3
    
Liabilities and Shareholders’ Equity   
Current liabilities   
Current maturities of long-term debt$125.0
 $184.9
Notes payable12.6
 8.2
Accounts payable221.9
 238.4
Other current liabilities319.1
 285.5
Total current liabilities678.6
 717.0
Long-term debt1,097.5
 1,103.8
Deferred income tax liabilities118.7
 176.1
Other liabilities203.0
 211.8
Total liabilities2,097.8
 2,208.7
Shareholders’ equity   
Preferred shares, $0.01 par value, 10,000,000 authorized; none issued or outstanding
 
Common shares, $0.01 par value, 300,000,000 authorized; 65,251,989 issued; 54,129,125 and 54,040,386 outstanding0.7
 0.7
Additional paid-in capital1,632.8
 1,628.3
Retained earnings693.4
 1,083.1
Common shares in treasury at cost, 11,122,864 and 11,211,603(811.5) (819.2)
Accumulated other comprehensive loss(160.9) (148.3)
Total shareholders’ equity1,354.5
 1,744.6
Total liabilities and shareholders’ equity$3,452.3
 $3,953.3

See accompanying Notes to Condensed Consolidated Financial Statements.



4


EDGEWELL PERSONAL CARE COMPANY
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited, in millions)  
 
 Six Months Ended
March 31,
 20202019
Cash Flow from Operating Activities  
Net earnings$41.9  $47.8  
Depreciation and amortization44.5  46.4  
Share-based compensation expense10.2  10.0  
Loss on sale of assets0.3  0.9  
Gain on sale of Infant and Pet Care business(4.1) —  
Deferred compensation payments(8.7) (5.2) 
Deferred income taxes(15.5) (0.3) 
Other, net8.9  4.5  
Changes in operating assets and liabilities(60.3) (136.0) 
Net cash from (used by) operating activities17.2  (31.9) 
Cash Flow from Investing Activities
Capital expenditures(16.8) (22.9) 
Proceeds from sale of Infant and Pet Care business95.8  —  
Proceeds from sale of assets—  4.0  
Collection of deferred purchase price on accounts receivable sold3.3  5.0  
Other, net(1.2) —  
Net cash from (used by) from investing activities81.1  (13.9) 
Cash Flow from Financing Activities
Cash proceeds from debt with original maturities greater than 90 days50.0  253.0  
Cash payments on debt with original maturities greater than 90 days(167.0) (45.0) 
Term Loan repayment—  (185.0) 
Net increase in debt with original maturities of 90 days or less2.4  3.5  
Net financing (outflow) inflow from the Accounts Receivable Facility(14.4) 2.3  
Employee shares withheld for taxes(1.5) (1.5) 
Net cash (used by) from financing activities(130.5) 27.3  
Effect of exchange rate changes on cash(0.6) (3.3) 
Net decrease in cash and cash equivalents(32.8) (21.8) 
Cash and cash equivalents, beginning of period341.6  266.4  
Cash and cash equivalents, end of period$308.8  $244.6  
 
Nine Months Ended
June 30,
 2019 2018
Cash Flow from Operating Activities   
Net (loss) earnings$(393.6) $83.9
Impairment charges549.0
 24.4
Depreciation and amortization69.2
 73.4
Share-based compensation expense13.8
 14.0
Loss (gain) on sale of assets1.4
 (13.0)
Deferred compensation payments(7.3) (15.4)
Deferred income taxes(56.8) (22.9)
Other, net(0.3) 32.0
Changes in operating assets and liabilities(77.2) 5.1
Net cash from operating activities98.2
 181.5
    
Cash Flow from Investing Activities   
Capital expenditures(38.7) (41.8)
Acquisitions, net of cash acquired
 (90.2)
Playtex gloves sale
 19.0
Proceeds from sale of assets4.1
 4.7
Collection of deferred purchase price on accounts receivable sold9.0
 7.2
Other, net(1.3) 
Net cash used by investing activities(26.9) (101.1)
    
Cash Flow from Financing Activities   
Cash proceeds from debt with original maturities greater than 90 days316.0
 477.0
Cash payments on debt with original maturities greater than 90 days(198.0) (722.0)
Term Loan repayment(185.0) 
Net increase in debt with original maturities of 90 days or less5.7
 0.2
Common shares purchased
 (124.4)
Net financing inflow from the Accounts Receivable Facility5.6
 4.6
Employee shares withheld for taxes(1.8) (2.2)
Net cash used by financing activities(57.5) (366.8)
    
Effect of exchange rate changes on cash(1.2) 2.0
    
Net increase (decline) in cash and cash equivalents12.6
 (284.4)
Cash and cash equivalents, beginning of period266.4
 502.9
Cash and cash equivalents, end of period$279.0
 $218.5

See accompanying Notes to Condensed Consolidated Financial Statements.



5


EDGEWELL PERSONAL CARE COMPANY
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY
(unaudited, in millions)


Common SharesTreasury Shares
NumberPar ValueNumberAmountAdditional Paid-In CapitalRetained EarningsAccumulated Other Comprehensive LossTotal Shareholders’ Equity
Balance at December 31, 201965.2  $0.7  (10.9) $(795.3) $1,622.7  $737.2  $(217.2) $1,348.1  
Net earnings—  —  —  —  —  19.5  —  19.5  
Foreign currency translation adjustments—  —  —  —  —  —  (27.9) (27.9) 
Pension and postretirement activity—  —  —  —  —  —  0.8  0.8  
Deferred gain on hedging activity—  —  —  —  —  —  1.6  1.6  
Activity under share plans—  —  —  1.8  3.4  —  —  5.2  
Balance at March 31, 202065.2  $0.7  (10.9) $(793.5) $1,626.1  $756.7  $(242.7) $1,347.3  

Common SharesTreasury Shares
NumberPar ValueNumberAmountAdditional Paid-In CapitalRetained EarningsAccumulated Other Comprehensive LossTotal Shareholders’ Equity
Balance at September 30, 201965.2  $0.7  (11.0) $(803.8) $1,627.7  $714.8  $(235.9) $1,303.5  
Net earnings—  —  —  —  —  41.9  —  41.9  
Foreign currency translation adjustments—  —  —  —  —  —  (6.4) (6.4) 
Pension and postretirement activity—  —  —  —  —  —  (0.7) (0.7) 
Deferred gain on hedging activity—  —  —  —  —  —  0.3  0.3  
Activity under share plans—  —  0.1  10.3  (1.6) —  —  8.7  
Balance at March 31, 202065.2  $0.7  (10.9) $(793.5) $1,626.1  $756.7  $(242.7) $1,347.3  

Common SharesTreasury Shares
NumberPar ValueNumberAmountAdditional Paid-In CapitalRetained EarningsAccumulated Other Comprehensive LossTotal Shareholders’ Equity
Balance at December 31, 201865.2  $0.7  (11.1) $(812.6) $1,625.0  $1,086.6  $(160.4) $1,739.3  
Net earnings—  —  —  —  —  48.2  —  48.2  
Foreign currency translation adjustments—  —  —  —  —  —  (11.2) (11.2) 
Pension and postretirement activity—  —  —  —  —  —  0.3  0.3  
Deferred gain on hedging activity—  —  —  —  —  —  0.3  0.3  
Activity under share plans—  —  —  0.2  5.0  —  —  5.2  
Balance at March 31, 201965.2  $0.7  (11.1) $(812.4) $1,630.0  $1,134.8  $(171.0) $1,782.1  

6


Common SharesTreasury Shares
Common Shares Treasury Shares        NumberPar ValueNumberAmountAdditional Paid-In CapitalRetained EarningsAccumulated Other Comprehensive LossTotal Shareholders’ Equity
Number Par Value Number Amount Additional Paid-In Capital Retained Earnings Accumulated Other Comprehensive Loss Total Shareholders’ Equity
Balance at March 31, 201965.2
 $0.7
 (11.1) $(812.4) $1,630.0
 $1,134.8
 $(171.0) $1,782.1
Net loss
 
 
 
 
 (441.4) 
 (441.4)
Balance at September 30, 2018Balance at September 30, 201865.2  $0.7  (11.2) $(819.2) $1,628.3  $1,083.1  $(148.3) $1,744.6  
Net earningsNet earnings—  —  —  —  —  47.8  —  47.8  
Foreign currency translation adjustments
 
 
 
 
 
 12.6
 12.6
Foreign currency translation adjustments—  —  —  —  —  —  (22.0) (22.0) 
Pension and postretirement activity
 
 
 
 
 
 (0.5) (0.5)Pension and postretirement activity—  —  —  —  —  —  0.3  0.3  
Deferred loss on hedging activity
 
 
 
 
 
 (2.0) (2.0)Deferred loss on hedging activity—  —  —  —  —  —  (1.0) (1.0) 
Impact of ASU 2016-16Impact of ASU 2016-16—  —  —  —  —  3.9  —  3.9  
Activity under share plans
 
 
 0.9
 2.8
 
 
 3.7
Activity under share plans—  —  0.1  6.8  1.7  —  —  8.5  
Balance at June 30, 201965.2
 $0.7
 (11.1) $(811.5) $1,632.8
 $693.4
 $(160.9) $1,354.5
Balance at March 31, 2019Balance at March 31, 201965.2  $0.7  (11.1) $(812.4) $1,630.0  $1,134.8  $(171.0) $1,782.1  

 Common Shares Treasury Shares        
 Number Par Value Number Amount Additional Paid-In Capital Retained Earnings Accumulated Other Comprehensive Loss Total Shareholders’ Equity
Balance at September 30, 201865.2
 $0.7
 (11.2) $(819.2) $1,628.3
 $1,083.1
 $(148.3) $1,744.6
Net loss
 
 
 
 
 (393.6) 
 (393.6)
Foreign currency translation adjustments
 
 
 
 
 
 (9.4) (9.4)
Pension and postretirement activity
 
 
 
 
 
 (0.2) (0.2)
Impact of ASU 2016-16
 
 
 
 
 3.9
 
 3.9
Deferred loss on hedging activity
 
 
 
 
 
 (3.0) (3.0)
Activity under share plans
 
 0.1
 7.7
 4.5
 
 
 12.2
Balance at June 30, 201965.2
 $0.7
 (11.1) $(811.5) $1,632.8
 $693.4
 $(160.9) $1,354.5

 Common Shares Treasury Shares        
 Number Par Value Number Amount Additional Paid-In Capital Retained Earnings Accumulated Other Comprehensive Loss Total Shareholders’ Equity
Balance at March 31, 201865.2
 $0.7
 (11.2) $(822.7) $1,625.2
 $1,034.4
 $(106.3) $1,731.3
Net earnings
 
 
 
 
 12.1
 
 12.1
Foreign currency translation adjustments
 
 
 
 
 
 (36.3) (36.3)
Pension and postretirement activity
 
 
 
 
 
 1.9
 1.9
Deferred gain on hedging activity
 
 
 
 
 
 4.4
 4.4
Repurchase of shares
 
 
 
 
 
 
 
Activity under share plans
 
 
 0.3
 4.2
 
 
 4.5
Balance at June 30, 201865.2
 $0.7
 (11.2) $(822.4) $1,629.4
 $1,046.5
 $(136.3) $1,717.9



 Common Shares Treasury Shares        
 Number Par Value Number Amount Additional Paid-In Capital Retained Earnings Accumulated Other Comprehensive Loss Total Shareholders’ Equity
Balance at September 30, 201765.2
 $0.7
 (9.2) $(703.9) $1,623.4
 $952.9
 $(131.4) $1,741.7
Net earnings
 
 
 
 
 83.9
 
 83.9
Foreign currency translation adjustments
 
 
 
 
 
 (10.4) (10.4)
Pension and postretirement activity
 
 
 
 
 
 2.6
 2.6
Deferred gain on hedging activity
 
 
 
 
 
 2.9
 2.9
Repurchase of shares
 
 (2.1) (124.4) 
 
 
 (124.4)
Activity under share plans
 
 0.1
 5.9
 6.0
 9.7
 
 21.6
Balance at June 30, 201865.2
 $0.7
 (11.2) $(822.4) $1,629.4
 $1,046.5
 $(136.3) $1,717.9


See accompanying Notes to Condensed Consolidated Financial Statements.



7


EDGEWELL PERSONAL CARE COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited, in millions, except per share data)

Note 1 - Background and Basis of Presentation
Background
Edgewell Personal Care Company, and its subsidiaries (collectively, “Edgewell” or the “Company”), is one of the world’s largest manufacturers and marketers of personal care products in the wet shave, sun and skin care, feminine care, and infantfeminine care categories. Edgewell has a portfolio of over 25 brands and a global footprintoperates in more than 20 countries with extensive retail reach across 50 countries.markets.
The Company conducts its business in the following fourthree segments:

Wet Shave consists of products sold under the Schick®, Wilkinson Sword®, Edge, Skintimate®, Shave Guard® and Personna® brands, as well as non-branded products. The Company’s wet shave products include razor handles and refillable blades, disposable shave products, and shaving gels and creams.
Wet Shave
Sun and Skin Care consists of Banana Boat® and Hawaiian Tropic® sun care products, Jack Black® and Bulldog® men’s skin care products, and Wet Ones® wipes.
Feminine Care includes tampons, pads, and liners sold under the Playtex Gentle Glide® and Sport®, Stayfree®, Carefree®, and o.b.® brands.
Through December 2019, the Company also conducted business in its All Other segment which included infant care products, such as bottles, cups, and pacifiers, sold under the Playtex®, OrthoPro® and Binky® brand names, as well as the Diaper Genie® and Litter Genie® disposal systems. The Company completed the sale of the Infant and Pet Care business in December 2019. consists of products sold under the Schick®, Wilkinson Sword®, Edge®, Skintimate®, Shave Guard® and Personna® brands, as well as non-branded products. The Company’s wet shave products include razor handles and refillable blades, disposable shave products, and shaving gels and creams.
Sun and Skin Care consists of Banana Boat® and Hawaiian Tropic® sun care products, Jack Black® and Bulldog® men’s skin care products, Wet Ones® wipes, and, until its sale in October 2017, the Playtex® household gloves business.
Feminine Care includes tampons, pads, and liners sold under the Playtex Gentle Glide® and Sport®, Stayfree®, Carefree®, and o.b.® brands.
All Other includes infant care products, such as bottles, cups, and pacifiers, sold under the Playtex, OrthoPro® and Binky® brand names, as well as the Diaper Genie® and Litter Genie® disposal systems.

Basis of Presentation
The accompanying unaudited Condensed Consolidated Financial Statements include the accounts of the Company and its controlled subsidiaries and have been prepared in accordance with United States (“U.S.”) generally accepted accounting principles (“GAAP”), under the rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”). The preparation of the unaudited Condensed Consolidated Financial Statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amount of assets and liabilities, disclosure of contingent assets and liabilities and the reported amounts of revenues and expenses. Actual results may differ materially from those estimates. All intercompany balances and transactions have been eliminated in consolidation and, in the opinion of management, all normal recurring adjustments considered necessary for a fair presentation have been included in the interim results reported. The fiscal year-end balance sheet data was derived from audited consolidated financial statements, but do not include all of the annual disclosures required by GAAP; accordingly, these unaudited Condensed Consolidated Financial Statements should be read in conjunction with the Company’s Audited Annual Consolidated Financial Statementsaudited annual consolidated financial statements included in its Annual Report on Form 10-K filed with the SEC on November 19, 2018 (“2018 Annual Report”).26, 2019.
Statement of Cash Flows Presentation. Certain amounts within Cash Flows from Operating Activities for the nine months ended June 30, 2018 have been reclassified to conform with the current period presentation.  Net cash from operating activities for the nine months ended June 30, 2018 was not impacted by this change.
Recently Adopted Accounting Pronouncements.
In May 2014,February 2016, the Financial AccountingAccount Standards Board (“FASB”) issued an Accounting Standards Update (“ASU”) which provides a single comprehensive revenue recognition model for all contracts with customers to improve comparability within industries, across industries, and across capital markets. During 2016, the FASB issued three ASUs clarifying the revenue recognition implementation guidance on various topics included within the original ASU. The Company adopted the ASU for revenue recognition beginning October 1, 2018 using the modified retrospective method. Revenues are primarily generated from the sale of finished products to customers. Those sales predominantly contain a single delivery element and revenue is recognized at a single point in time when the performance obligations within the contract have been completed. As a result, the adoption of the ASU did not have a material impact on the timing of revenue recognition. The adoption resulted in the recognition of a $5.3 inventory return asset included in Other current assets on the Condensed Consolidated Balance Sheet as of October 1, 2018 with an offsetting increase to the returns reserve in Other current liabilities. The adoption resulted in the recognition of a $1.3 liability for advanced payments from customers in Other current liabilities with a corresponding increase to Trade receivables to reclassify advanced payments from customers from contra-Trade receivables as of October 1, 2018. Refer to Note 2 in the Notes to the Condensed Consolidated Financial Statements for further discussion.


In August 2016, the FASB issued an ASU intended to address diversity in how certain cash receipts and cash payments are presented and classified in the statement of cash flows. The amendments provide guidance on specific cash flow issues, including debt prepayment or debt extinguishment costs, the sale of accounts receivable, contingent consideration payments on business combinations, proceeds from the settlement of insurance claims, and distributions received from equity method investees, among others. The Company adopted the ASU beginning October 1, 2018. The Company noted that the adoption of the ASU resulted in the reclassification of approximately $9.0 and $7.2 in operating cash inflows for the nine months ended June 30, 2019 and 2018, respectively, associated with the $150 uncommitted master accounts receivable purchase agreement entered into on September 15, 2017 with The Bank of Tokyo-Mitsubishi UFJ, Ltd., New York Branch, as the purchaser (the “Accounts Receivable Facility”) to investing cash inflows in the Consolidated Statement of Cash Flows.
In October 2016, the FASB issued ASU 2016-16 intended to improve the accounting for the income tax consequences of intra-entity transfers of assets other than inventory. Under the new guidance, an entity should recognize the income tax consequences of an intra-entity transfer of an asset other than inventory, such as intellectual property and property, plant, and equipment, when the transfer occurs. The Company adopted the standard beginning October 1, 2018. The impact of the adoption of the ASU resulted in the recognition of a deferred tax asset and a credit to retained earnings of $3.9.
In January 2017, the FASB issued an ASU clarifying the definition of a business, reducing the number of transactions that need to be further evaluated, and providing a framework to assist entities in evaluating whether both an input and a substantive process are present. The amendments set forth in the ASU specify that when the fair value of the gross assets acquired or disposed of is concentrated in a single identifiable asset or a group of similarly identifiable assets, the integrated set of assets and activities is not a business. The guidance also requires that an integrated set of assets and activities must include, at a minimum, an input and a substantive process that together significantly contribute to the ability to create output to be considered a business and removes the evaluation of whether a market participant could replace the missing elements. The Company adopted the ASU beginning October 1, 2018. The impact of the ASU will be dependent upon the nature of any future acquisitions or dispositions made by the Company.
In March 2017, the FASB issued an ASU intended to improve the presentation of net periodic pension and post-retirement benefit cost. The amendment changes these requirements so that only the service cost component is recorded in the same line item as other compensation costs for the applicable employees, and all other components of net periodic pension and post-retirement benefit cost are recorded on a separate line item outside of income from operations. The amendments also specify that only the service cost component is eligible for capitalization. The Company adopted the ASU as of October 1, 2018, applied the ASU retrospectively for the presentation of the cost components, and applied the ASU prospectively for the capitalization of the service cost component. The adoption impacted the Consolidated Statement of Operations for the quarter ended June 30, 2018 and resulted in a reclassification that increased Cost of products sold, Selling, general and administrative expense (“SG&A”), and decreased Other expense, net by $1.0, $0.6, and $1.6, respectively. The adoption impacted the Consolidated Statement of Operations for the nine months ended June 30, 2018 and resulted in a reclassification that increased Cost of products sold, SG&A, and decreased Other expense, net by $3.0, $2.1, and $5.1, respectively.
In May 2017, the FASB issued an ASU that clarifies the scope of accounting for modifications of share-based payment awards. The amendments provide guidance about which changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting. The Company adopted the ASU beginning October 1, 2018 and noted that the impact on its financial statements was not material.
Recently Issued Accounting Pronouncements. In February 2016, the FASB issued an ASU2016-02, which amends existing lease accounting guidance to require recognition of lease assets and lease liabilities on the balance sheet for leases previously classified as operating leases. Additionally, this update requires qualitative disclosure along with specific quantitative disclosures. LesseesThe Company adopted the standard effective October 1, 2019, using the modified retrospective approach with no restatement of prior period amounts. As a result of adoption, the Company recognized leased right of use assets and lessors willliabilities of $57.4 and $57.5, respectively. The impact to the Consolidated Statement of Earnings and Consolidated Statement of Cash Flows was not material for the first six months of fiscal 2020. Refer to Note 8 in the Notes to the Condensed Consolidated Financial Statements for further discussion.
In August 2017, the FASB issued ASU 2017-12, which eliminates the requirement to separately measure and report hedge ineffectiveness and generally requires, for qualifying hedges, the entire change in the fair value of a hedging instrument to be requiredpresented in the same income statement line as the hedged item. The guidance also modifies the accounting for components excluded from the assessment of hedge effectiveness, eases documentation and assessment requirements and modifies certain disclosure requirements. The Company adopted the standard effective October 1, 2019. The impact from adoption of this new accounting pronouncement was not material to recognizethe Company's financial statements for the first six months of fiscal 2020.

8


In June 2018, the FASB issued ASU 2018-07, which simplifies the treatment of share-based payment transactions used in acquiring goods and measure leasesservices from non-employees. The amendments note that measurement of share-based payments used to acquire goods or services should be valued at the beginninggrant-date fair value. The grant date is defined as the date at which the grantor and grantee reach a mutual understanding of the earliest period presented usingterms and conditions of the award. Finally, any awards containing a modified retrospective approach.performance condition should be valued considering the probability of satisfying the necessary performance conditions consistent with employee share-based awards. The Company adopted the standard effective October 1, 2019. The impact from adopting this guidance was not material to the Company's financial statements for the first six months of fiscal 2020.
Recently Issued Accounting Pronouncements.
In June 2016, the FASB issued ASU 2016-13 intended to improve financial reporting by requiring timelier recording of credit losses on loans and other financial instruments held by financial institutions and other organizations. The new guidance applies to all financial instruments, including trade receivables, and requires the measurement of all expected credit losses for financial assets held at a reporting date to be based on historical experience, current conditions and reasonable and supportable forecasts. Previous guidance did not include forward-looking information. The update will be effective for the Company beginning October 1, 2019, with2020 and early adoption permitted. The Company has begun assessing the impact of the standard, identified the components of the lease portfolio, and begun implementing business process changes and controls including new lease accounting software required to correctly apply the guidance across the organization. The Company will adopt this guidance October 1, 2019 with no restatement of prior period amounts.is permitted for fiscal years beginning after December 15, 2018. The Company is in the process of evaluating the impact, if any, this guidance will have on its impactfinancial statements but does not expect it will be material and will be dependent on the financial statements; however,credit quality of the Company anticipatestrade receivables outstanding at the primary impacts will be a material increase in both assets and liabilities to include operating leases on the Consolidated Balance Sheet.
No other new accounting pronouncement issued or effective during fiscal 2019 which was not previously disclosed in the 2018 Annual Report had or is expected to have a material impact on our consolidated financial statements or related disclosures.



Note 2 - Revenue Recognition
On October 1, 2018, the Company adopted ASU 2014-09 which provided guidance for accounting for revenue from contracts with customers.date of adoption. The Company adoptedevaluates the standard beginning October 1, 2018 using the modified retrospective methodcreditworthiness of customers when negotiating contracts and, applied the standard to contracts not completed at the adoption date. No adjustment to retained earnings was required on October 1, 2018. The adoption resulted in changes to how the Company reflects returns and advanced payments received from customers on the Consolidated Balance Sheet. Results for periods ending after October 1, 2018 are recognized and presented in accordance with the new standard, while prior period amounts have not been adjusted and continue to be reported in accordance with the prior accounting guidance.
Other impacts related to the adoption of the standard were not material to the Consolidated Financial Statements. Refer to Note 15 in the Notes to the Condensed Consolidated Financial Statements for the Company’s disaggregation of revenue by operating segments and products.
Practical Expedients
The Company elected to apply the following practical expedients when adopting ASU 2014-09:
Accounting for shipping and handling costs that occur before the customer has obtained control of the goods as a fulfillment activity (i.e., expense) instead of as a promised service.
Performance obligations are completed at a point in time which is less than 12 months from when the costs to obtain the contract are incurred. As such, the Company will continue to expense any costs to obtain a contract.
Principal Revenue Streams and Significant Judgments
Our principal revenue streams can be divided into: i) sale of personal care products primarily through retailers in North America; ii) sale of personal care products through a combination of retailers and distributors internationally; and iii) production and sale of private brands products that are made to customer specifications.
Performance Obligations
The Company’s revenue is from the sale of its products. Revenue is recognized when the customer obtains control of the goods, which occurs when the ability to use and obtain benefits from the goods are passed to the customer, most commonly upon the delivery of goods to the customer. Discounts are offered to customers for early payment and an estimate of the discounts is recorded as a reduction of Net sales in the same period as the sale. The Company’s standard sales terms are final and returns or exchanges are not permitted with the exception of end of season returns for Sun Care products. Reserves are established and recorded in cases where the right of return does exist for a particular sale.

The Company assesses the goods promised in its customers’ purchase orders and identifies a performance obligation to transfer goods (or a bundle of goods) that is distinct. To identify the performance obligations, the Company considers all the goods promised, whether explicitly stated or implied based on customary business practices. The Company’s purchase orderstrade receivables are short term in nature, lasting less than onethe timing between recognition of a credit loss under existing guidance and the new guidance is not expected to differ materially.
In August 2018, the FASB issued ASU 2018-13 adjusting the disclosure requirements for fair value measurements. The guidance updates the disclosure requirements regarding leveling of fair value assets and the valuation of Level 3 fair value measurements. The standard will be effective for the Company beginning October 1, 2020 and early adoption is permitted. The Company is in the process of evaluating the impact, if any, this guidance will have on its financial statements but does not expect it will result in a material change to the financial statements and related disclosures.
In August 2018, the FASB issued ASU 2018-14, which modifies the disclosure requirements for defined benefit pension plans and other post retirement plans. The guidance removes disclosures that are no longer considered cost beneficial, clarifies the specific requirements of disclosures and adds disclosure requirements identified as relevant. The new standard will be effective for the Company beginning October 1, 2020 and early adoption is permitted. The Company is in the process of evaluating the impact, if any, this guidance will have on its financial statement but does not expect it will result in a material change to the financial statements.
In August 2018, the FASB issued ASU 2018-15, which aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software. The amendments in this standard require an entity that is the customer in a hosting arrangement to follow the guidance on internal-use software to determine which implementation costs to capitalize and which costs to expense. The standard also requires a customer to expense the capitalized implementation costs of a hosting arrangement over the term of the hosting arrangement. The new guidance requires an entity to present the expense related to the capitalized implementation costs in the same line item in the statement of income as the fees associated with the hosting element of the arrangement and classify payments for capitalized implementation costs in the statement of cash flows in the same manner as payments made for fees associated with the hosting element. The entity is also required to present the capitalized implementation costs in the statement of financial position in the same line item that a prepayment for the fees of the associated hosting arrangement would be presented. The guidance is effective for the Company beginning October 1, 2020 and early adoption is permitted. The Company is in the process of evaluating the impact, if any, this guidance will have on its financial statements.
In December 2019, the FASB issued ASU 2019-12, which eliminates certain exceptions related to the approach for intra-period tax allocation, the methodology for calculating income taxes in an interim period when interim loss exceeds anticipated loss for the year, and containthe recognition of deferred tax liabilities for outside basis differences related to changes in ownership of equity method investments and foreign subsidiaries. The guidance also simplifies aspects of accounting for franchise taxes and enacted changes in tax laws or rates and clarifies the accounting for transactions that result in a single delivery element. For a purchase order that has more than one performance obligation,step-up in the tax basis of goodwill. The standard will be effective for the Company allocates the total consideration to each distinct performance obligation on a relative stand-alone selling price basis.beginning October 1, 2021, with early adoption permitted. The Company doesis in the process of evaluating the impact, if any, this guidance will have on its financial statements.
9


In March 2020, the FASB issued ASU 2020-04, which provides optional guidance to ease the potential burden in accounting for and recognizing the effects of reference rate reform on financial reporting. The amendments provide expedients and exceptions to GAAP for contracts, hedging relationships, and other transactions affected by reference rate reform including contracts within the scope of Topic 310 Receivables and Topic 470 Debt, which should be accounted for prospectively adjusting the effective interest rate. Modifications within the scope of Topic 842 should be accounted for as a continuation with no reassessment of lease classification and discount rate. Additionally, modifications of contracts do not exclude variable considerationrequire an entity to reassess its original conclusion about whether that contract contains an embedded derivative. The Company is in determining the remaining valueprocess of performance obligations.evaluating the impact, if any, this guidance will have on its financial statements including the evaluation of its debt hedging agreements.

Significant Judgments

Note 2 - Divestitures
Under certain circumstances,Sale of Infant and Pet Care Business
On December 17, 2019, the Company allows customers to return sun care products that have not been sold by the end of the Sun Care season, which is normal practice in the Sun Care industry. The Company records sales at the time that control of goods pass to the customer. The terms of these sales vary but, in all instances, the following conditions are met: (1) the sales arrangement is evidenced by purchase orders submitted by customers; (2) the selling price is fixed or determinable; (3) title to the product has transferred; (4) there is an obligation to pay at a specified date without any additional conditions or actions required by the Company; and (5) collectability is reasonably assured. Simultaneously with the sale, the Company reduces sales and cost of sales and reserves amounts on its Consolidated Balance Sheet for anticipated returns based upon an estimated return level in accordance with GAAP. Customers are required to pay for the Sun Care product purchased during the season under the required terms. The timing of returns of Sun Care products can vary in different regions based on climate and other factors. However, the majority of returns occur in the U.S. from September through January following the summer Sun Care season. The Company estimates the level of Sun Care returns as the Sun Care season progresses using a variety of inputs including historical experience, consumption trends during the Sun Care season, obsolescence factors including expiration dates, and inventory positions at key retailers. The Company monitors shipment activity and inventory levels at key retailers during the season in an effort to more accurately estimate potential returns. This allows the Company to manage shipment activity to its


customers, especially in the latter stages of the Sun Care season, to reduce the potential for returned product. The Company also allows for returns of other products under limited circumstances. Non-Sun Care returns are evaluated each period based on communications with customers and other issues known as of period end. The Company had a reserve for returns of $50.6 and $58.6 at June 30, 2019 and September 30, 2018, respectively. The adoption of ASU 2014-09 required changes in the presentation of returns on the Condensed Consolidated Balance Sheet, namely that a return asset should be recognized for returns expected to be resold, measured at the carrying amount of goods at the time of sale, less the expected costs to recover the goods and any expected reduction in value. The Company had an inventory return asset of $5.3 as of the adoption date. The Company recorded an inventory return asset of $3.2 as of June 30, 2019. The recognition of an inventory return asset resulted in a corresponding increase to the reserve for returns as of June 30, 2019. The inventory return asset and the reserve for returns are included in Other current assets and Other current liabilities, respectively, on the Condensed Consolidated Balance Sheet.
In addition, the Company offers a variety of programs, such as consumer coupons and rebate programs, primarily to its retail customers, designed to promote sales of its products. Such programs require periodic payments and allowances based on estimated results of specific programs and are recorded as a reduction to Net sales. The Company accrues, at the time of sale, the estimated total payments and allowances associated with each transaction. Additionally, the Company offers programs directly to consumers to promotecompleted the sale of its products. Promotions which reduce the ultimate consumer sale prices are recorded as a reduction of Net sales at the time the promotional offer is made using estimated redemptionInfant and participation levels. Taxes the Company collects on behalf of governmental authorities, which are generallyPet Care business included in the priceAll Other segment for $122.5, which included consideration for providing services to the customer, are also recorded aspurchaser for up to one year under a reduction of Net sales.transition services agreement. The Company continually assessesreceived proceeds of $107.5, which includes the adequacy of accrualsconsideration for customerproviding support under the transition services agreement, and consumer promotional program costs not yet paid. To the extent total program payments differ from estimates, adjustments may be necessary. Historically, these adjustments have not been material.

Contract Balances
The timing of revenue recognition is based on the customer’s receipt of goods. Standard payment terms with customers require payment after goods have been deliveredremaining sales price receivable includes $7.5 reported in current assets and risk of ownership has transferred to the customer. The Company has contract liabilities as a result of advanced payments received from certain customers before goods have been delivered and all performance obligations have been completed. Contract liabilities$5.0 reported in other assets as of the adoption date were $1.3. Contract liabilities were $0.9 at June 30, 2019 and were classified within Other current liabilities on our Consolidated Balance Sheets. Of the amount deferred, substantially all will be recognized within a year, with the significant majority to be captured within a quarter following deferral.
Accounts receivable are stated at their net realizable value. The allowance for doubtful accounts reflects the Company’s best estimate of probable losses inherentMarch 31, 2020. Total assets included in the receivables portfolio determined onsale were comprised of $18.8 of inventory, $3.6 of property, plant and equipment, and $77.8 of goodwill and intangible assets. The sale of the basis of historical experience, specific allowances for known troubled accounts,Infant and other currently available information.

Note 3 - Business Combinations and Divestitures
Harry’s, Inc.
On May 9, 2019, the Company announced that it entered into a definitive agreement under which the Company will combine with Harry’s, Inc. (“Harry’s”)Pet Care business resulted in a cash and stock transaction that values Harry’s at $1,370 (the “Merger”). Undergain of $4.1, net of expenses incurred to facilitate the terms of the agreement and based on the Company’s closing share price on May 8, 2019, approximately 79% of the total value of the transaction will be paidand in cash and 21% will be paid in sharessupport of the Company’s common stock. The Merger has been approved by the respective Board of Directors of the Company and Harry’s and is expected to close in the first quarter of the 2020 calendar year, subject to the satisfaction of customary closing conditions and receipt of regulatory clearances. The Company intends to finance the Merger through new debt and equity. The Merger of the Company and Harry’s brings together complementary capabilities to create a next-generation consumer products platform with an expansive runway for accelerated topline growth and enhanced value creation. The Company incurred costs associated with the acquisition of Harry’s totaling $1.8 for the three and nine months ended June 30, 2019, which were included in SG&A on the Consolidated Statement of Earnings.transition services agreement.
Jack Black, L.L.C.
On March 1, 2018, the Company completed the acquisition of Jack Black, L.L.C. (“Jack Black”), a men’s luxury skincare products company based in the U.S., for $90.2, net of cash acquired. The acquisition creates opportunities to expand the Company’s personal care portfolio into a growing global category where it can leverage its international geographic footprint. The acquisition was financed through available operating cash.


The Company has recognized the assets and liabilities of Jack Black based on estimates of their acquisition date fair values. The determination of the fair values of the acquired assets and assumed liabilities, including goodwill and other intangible assets, requires significant judgment. The Company completed the final fair value determination during the fourth quarter of fiscal 2018.
The Company’s purchase price allocation for Jack Black included net assets of $93.9 and consisted of working capital and other net assets of $11.9 (including cash of $3.7), other intangible assets of $47.7 and goodwill of $34.3, representing the value of expansion into new markets. Goodwill is deductible for tax purposes. The intangible assets acquired consisted primarily of the Jack Black trade name, customer relationships and product formulations with a weighted average useful life of 17 years. All assets are included in the Company’s Sun and Skin Care segment.
The Company noted the revenues and net earnings of Jack Black from the beginning of the period through the acquisition date were not material relative to the total revenues and net earnings of the Company during fiscal 2018. Acquisition and integration costs related to Jack Black totaling $0.1 and $1.1 for the three and nine months ended June 30, 2019, respectively, were included in SG&A on the Consolidated Statement of Earnings. Acquisition and integration costs related to Jack Black totaling $0.5 and $3.1 for the three and nine months ending June 30, 2018, respectively, were included in SG&A in the Consolidated Statement of Earnings. Additionally, acquisition and integration costs of $1.8 were included in Cost of products sold for the three and nine months ended June 30, 2018.
Sale of Playtex Gloves Business
On October 3, 2017, the Company entered into an agreement to sell its Playtex gloves business to a household products company (the “Acquirer”) for $19.0 to allow the Company to better focus and utilize its resources on its other product lines. The agreement also provided the Acquirer with indefinite and exclusive worldwide rights to the Playtex trademark for gloves. The sale was completed on October 26, 2017. Total assets sold were approximately $3.7 resulting in a pre-tax gain on sale of $15.3 in fiscal 2018.

Note 43 - Restructuring Charges
Project Fuel
In February 2018, the Company announced Project Fuel, an enterprise-wide transformational initiative that is designed to address all aspects of the Company’s business and cost structure, simplifying and transforming the organization, structure, and key processes that will provide the necessary catalyst for further re-investment in the Company’s growth objectives while enablingenable the Company to achieve its desired future state operations.
Initial costs for Project Fuel incurred by the Company were related to efforts to fully define the scope and reach of the project. In addition, the Company has incurred global severance costs related to the reduction of overhead. The Company has incurred costs and realized savings for Project Fuel beginning in fiscal 2018 and forthrough the first nine monthssecond quarter of fiscal 20192020 and expects to incur additional costs and realize additional savings during the remainder of fiscal 2019 through fiscal 2021.
The Company does not include Project Fuel restructuring costs in the results of its reportable segments. The estimated impact of allocating such charges to segment results for fiscalthe three and six months ended March 31, 2020 and 2019 would have been as follows:
Three Months Ended March 31, 2020
Wet
Shave
Sun and Skin CareFeminine CareCorporateTotal
Project Fuel  
Severance and related benefit costs  $0.2  $—  $—  $0.6  0.8  
Asset impairment and accelerated depreciation1.0  —  —  —  1.0  
Consulting, project implementation and management, and other exit costs  3.0  0.2  0.2  7.2  10.6  
Total Restructuring  $4.2  $0.2  $0.2  $7.8  $12.4  

Six Months Ended March 31, 2020
Wet ShaveSun and Skin CareFeminine CareCorporateTotal
Project Fuel  
Severance and related benefit costs  $0.2  $—  $—  $1.9  2.1  
Asset impairment and accelerated depreciation1.0  —  —  —  1.0  
Consulting, project implementation and management, and other exit costs  5.8  0.2  0.2  11.1  17.3  
Total Restructuring  $7.0  $0.2  $0.2  $13.0  $20.4  

10


Three Months Ended June 30, 2019Three Months Ended March 31, 2019
Wet
Shave
 Sun and Skin Care Feminine Care All Other Corporate TotalWet
Shave
Sun and Skin CareFeminine CareAll OtherCorporateTotal
Project Fuel           Project Fuel  
Severance and related benefit costs$0.5
 $0.1
 $
 $
 $3.0
 $3.6
Severance and related benefit costs  $4.4  $1.7  $0.9  $0.3  $1.8  $9.1  
Asset impairment and accelerated depreciation0.5
 
 
 
 
 0.5
Asset impairment and accelerated depreciation0.5  —  —  —  —  0.5  
Consulting, project implementation and management and, other exit costs0.1
 
 
 
 4.7
 4.8
Consulting, project implementation and management, and other exit costs Consulting, project implementation and management, and other exit costs  —  —  —  —  5.8  5.8  
Total Restructuring$1.1
 $0.1
 $
 $
 $7.7
 $8.9
Total Restructuring  $4.9  $1.7  $0.9  $0.3  $7.6  $15.4  


 Nine Months Ended June 30, 2019
 Wet
Shave
 Sun and Skin Care Feminine Care All Other Corporate Total
Project Fuel           
Severance and related benefit costs$12.2
 $2.3
 $1.2
 $0.4
 $5.8
 21.9
Asset impairment and accelerated depreciation1.0
 
 
 
 0.5
 1.5
Consulting, project implementation and management and, other exit costs2.4
 
 
 
 17.0
 19.4
Total Restructuring$15.6
 $2.3
 $1.2
 $0.4
 $23.3
 $42.8
 Three Months Ended June 30, 2018
 Wet
Shave
 Sun and Skin Care Feminine Care All Other Corporate Total
Project Fuel           
Severance and related benefit costs$1.6
 $0.2
 $1.0
 $0.1
 $
 2.9
Consulting, project implementation and management and, other exit costs2.0
 0.2
 
 
 10.8
 13.0
Total Restructuring$3.6
 $0.4
 $1.0
 $0.1
 $10.8
 $15.9
Nine Months Ended June 30, 2018Six Months Ended March 31, 2019
Wet
Shave
 Sun and Skin Care Feminine Care All Other Corporate TotalWet ShaveSun and Skin CareFeminine CareAll OtherCorporateTotal
Project Fuel           Project Fuel  
Severance and related benefit costs$3.1
 $0.9
 $1.1
 $0.1
 $
 5.2
Severance and related benefit costs  $11.7  $2.2  $1.2  $0.4  $2.8  $18.3  
Consulting, project implementation and management and, other exit costs2.0
 0.2
 
 
 12.2
 14.4
Asset impairment and accelerated depreciationAsset impairment and accelerated depreciation0.5  —  —  —  0.5  1.0  
Consulting, project implementation and management, and other exit costs Consulting, project implementation and management, and other exit costs  2.3  —  —  —  12.3  14.6  
Total Restructuring$5.1
 $1.1
 $1.1
 $0.1
 $12.2
 $19.6
Total Restructuring  $14.5  $2.2  $1.2  $0.4  $15.6  $33.9  
Pre-tax Selling, General and Administrative expense (“SG&A&A”) of $1.8$5.8 and $5.1$7.7 for the three and ninesix months ended June 30, 2019,March 31, 2020, respectively, and $0.5$1.9 and $3.3 for the three and ninesix months ended June 30, 2018,March 31, 2019, respectively, associated with certain information technology enablement expenses and compensation expenses related to Project Fuel were included in Consulting, project implementation and management, and other exit costs. Pre-tax Cost of products sold of $0.1 for the three and six months ended March 31, 2020, related to inventory write-offs associated with Project Fuel, were included in Asset impairment and accelerated depreciation.
The following table summarizes the restructuringRestructuring activities and related accrual (excluding certain obsolescence charges related to the restructuring) for fiscal 2019:2020:
Utilized
October 1, 2019Charge to
Income
Other (1)
CashNon-CashMarch 31,
2020
Restructuring
Severance and related benefit costs  $8.2  $2.1  $(0.1) $(6.1) $—  $4.1  
Asset impairment and accelerated depreciation—  1.0  —  —  (1.0) —  
Consulting, project implementation and management, and other exit costs  1.3  17.3  —  (17.6) —  1.0  
   Total Restructuring$9.5  $20.4  $(0.1) $(23.7) $(1.0) $5.1  
       Utilized  
 October 1, 2018 Charge to
Income
 
Other (1)
 Cash Non-Cash 
June 30,
2019
Restructuring           
Severance and related benefit costs$5.1
 $21.9
 $
 $(16.9) $
 $10.1
Asset impairment and accelerated depreciation
 1.5
 
 
 (1.5) 
Consulting, project implementation and management, and other exit costs2.6
 19.4
 
 (21.4) 
 0.6
   Total Restructuring$7.7
 $42.8
 $
 $(38.3) $(1.5) $10.7
(1)Includes the impact of currency translation.
       Utilized  
 October 1, 2017 
Charge to
Income
 
Other (1)
 Cash Non-Cash 
September 30,
2018
Restructuring           
Severance and related benefit costs$2.4
 $12.1
 $(0.1) $(9.3) $
 $5.1
Asset impairment and accelerated depreciation
 1.8
 
 
 (1.8) $
Consulting, project implementation and management, and other exit costs
 26.0
 
 (23.4) 
 2.6
   Total Restructuring$2.4
 $39.9
 $(0.1) $(32.7) $(1.8) $7.7

(1)
Includes the impact of currency translation.


Note 54 - Income Taxes
For the three and ninesix months ended June 30, 2019,March 31, 2020, the Company had an income tax benefitexpense of $40.3$8.7 and $16.8,$15.9, respectively, on LossEarnings before income taxes of $481.7$28.2 and $410.4,$57.8, respectively. The effective tax rate for the three and ninesix months ended June 30, 2019March 31, 2020 was 8.4%30.6% and 4.1%27.4%, respectively. The difference between the federal statutory rate and the effective rate is primarily due to the impairment of goodwill and intangible assets, a portion of which are non-deductible, resulting in a lower tax benefit on a net loss. The nine month rate was also unfavorably impacted by a $4.7 net transitional charge resulting from the enactmentunfavorable impact of the Tax Cutssale of the Infant and Jobs Act (the “Tax Act”) in the first quarter of fiscal 2019, as discussed below.Pet Care business.
For the three and ninesix months ended June 30, 2018,March 31, 2019, the Company had income tax expense of $9.3$15.5 and $56.4,$23.5, respectively, on Earnings before income taxes of $21.4$63.7 and $140.3,$71.3, respectively. The effective tax rate for the three and ninesix months ended June 30, 2018March 31, 2019 was 42.9%24.4% and 40.2%33.0%, respectively. The difference between the federal statutory rate and the effective rate for the nine months ended June 30, 2018 is primarily due to a $17.4$4.7 net transitional charge resulting from the enactment ofrelated to the Tax Act, as discussed below,Cuts and Jobs Act. The rate was also unfavorably impacted by $33.9 of restructuring and other related costs in lower tax rate jurisdictions and unfavorable tax adjustments, including the impact of the goodwill impairment.equity compensation.
U.S. Tax Reform
On December 22, 2017, the U.S. government enacted the Tax Act.  This new comprehensive tax legislation reduces the U.S. federal corporate tax rate from 35% to 21% but also limits and/or eliminates certain deductions while creating new taxes on certain foreign sourced earnings.  Since the Company has a September 30 fiscal year end, the lower U.S. corporate income tax rate was phased in, resulting in a blended U.S. statutory federal rate of approximately 24.5% for the fiscal year ended September 30, 2018 and 21% for subsequent fiscal years. The reduction in the U.S. corporate tax rate required the Company to remeasure its U.S. deferred tax assets and liabilities to the lower federal rate of 21%. The Tax Act also imposed a one-time transition tax on historical earnings of certain foreign subsidiaries that were not previously taxed by the U.S.
For the nine months ended June 30, 2019, the discrete tax adjustment for the one-time transition tax on foreign earnings was $4.7 compared to $94.2 for the nine months ended June 30, 2018. The June 30, 2018 transition tax expense was offset by the estimated benefit of remeasurement of U.S. deferred tax assets and liabilities of $76.8, resulting in a net charge of $17.4 for the period, which was included as a component of income tax expense. The Company has tax loss carryforwards and tax credits, a portion of which are expected to be used to partially offset amounts payable over eight years related to the one-time transition tax on foreign earnings.
Subsequent to the Tax Act, the SEC issued rules under Staff Accounting Bulletin (“SAB”) 118 that allow for a measurement period of up to one year after the enactment date of the Tax Act to finalize the recording of the related tax impacts. As of December 31, 2018, the Company has completed the accounting analysis for the Tax Act under SAB 118 based on current guidance, interpretations, and data available. We will continue to monitor and assess the impact of any new guidance and legislative changes.
Due to the Company’s fiscal year end, certain tax provisions of the new Tax Act impacted the Company in fiscal 2018 while others are effective for fiscal year 2019 and beyond. The significant provisions of the Tax Act which the Company is subject to beginning in fiscal 2019 include the full U.S. federal statutory rate reduction to 21%, the repeal of the domestic production activities deduction, tax on global intangible low-taxed income (“GILTI”), base erosion and anti-avoidance tax (“BEAT”), limitation of deductibility of certain executive compensation, limitation on business interest, and a deduction for foreign derived intangible income (“FDII”). The Company has recorded tax liabilities/(benefits) for the various provisions during the first nine months of fiscal 2019.
The Tax Act subjects a U.S. corporation to tax on its GILTI. U.S. GAAP allows companies to make an accounting policy election of either (1) treating taxes due on future U.S. inclusions in taxable income related to GILTI as a current-period expense when incurred (the “period cost method”) or (2) factoring such amounts into the Company’s measurement of deferred taxes (the “deferred method”). The Company has made an accounting policy election to treat GILTI taxes as a current period expense.
The Company generally repatriates a portion of current year earnings from select non-US subsidiaries only if the economic cost of the repatriation is not considered material. The Company has historically considered the undistributed earnings of our foreign subsidiaries to be indefinitely reinvested and, accordingly, no taxes have been provided on such earnings. We continue to evaluate our plans for reinvestment or repatriation of unremitted foreign earnings and have not changed our previous indefinite reinvestment determination following the enactment of the Tax Act. If we determine that all or a portion of such foreign earnings are no longer indefinitely reinvested, the Company may be subject to additional foreign withholding taxes and U.S. federal and state income taxes beyond the Tax Act’s one-time transition tax.


11


Note 65 - Earnings per Share
Basic earnings per share is based on the weighted-average number of common shares outstanding during the period. Diluted earnings per share is based on the number of shares used for the basic earnings per share calculation, adjusted for the dilutive effect of share options and restricted share equivalent (“RSE”) awards.
The following is the reconciliation between the number of weighted-average shares used in the basic and diluted earnings per share calculation: 
 
Three Months Ended
June 30,
 
Nine Months Ended
June 30,
 2019 2018 2019 2018
Basic weighted-average shares outstanding54.1
 54.0
 54.1
 54.5
Effect of dilutive securities:       
RSE awards
 0.1
 
 0.1
Total dilutive securities
 0.1
 
 0.1
Diluted weighted-average shares outstanding54.1
 54.1
 54.1
 54.6

Three Months Ended
March 31,
Six Months Ended
March 31,
 2020201920202019
Basic weighted-average shares outstanding54.3  54.1  54.3  54.1  
Effect of dilutive securities:
RSE awards0.2  0.2  0.2  0.2  
Total dilutive securities0.2  0.2  0.2  0.2  
Diluted weighted-average shares outstanding54.5  54.3  54.5  54.3  
For the three and ninesix months ended June 30,March 31, 2020, the calculation of diluted weighted-average shares outstanding excludes 0.7 of share options and 0.1 of RSE awards because the effect of including these awards was anti-dilutive. For the three and six months ended March 31, 2019, the calculation of diluted weighted-average shares outstanding excludes 0.5 of share options and 0.1 of RSE awards because the effect of including these awards was anti-dilutive. For the three and nine months ended June 30, 2019, the calculation of diluted weighted-average shares outstanding excludes 0.2 of RSE awards that would have otherwise been dilutive, because the Company reported a net loss. For the three and nine months ended June 30, 2018, the calculation of diluted weighted-average shares outstanding excludes 0.5 of share options because the effect of including these awards was anti-dilutive. For the three and nine months ended June 30, 2018, the calculation of diluted weighted-average shares outstanding excludes 0.1 of RSE awards because the effect of these awards was anti-dilutive.

Note 76 - Goodwill and Intangible Assets
The following table sets forth goodwill by segment:
Wet
Shave
Sun and Skin
Care
Feminine
Care
All
Other
Total
Gross balance at October 1, 2019$960.3  $228.3  $207.0  $69.6  $1,465.2  
Accumulated goodwill impairment(369.0) (2.0) —  (61.4) (432.4) 
Net balance at October 1, 2019$591.3  $226.3  $207.0  $8.2  $1,032.8  
Changes in the six-month period ended March 31, 2020
Infant and Pet Care divestiture—  —  —  (8.2) (8.2) 
Cumulative translation adjustment1.2  0.2  (2.4) —  (1.0) 
Gross balance at March 31, 2020$961.5  $228.5  $204.6  $61.4  $1,456.0  
Accumulated goodwill impairment(369.0) (2.0) —  (61.4) (432.4) 
Net balance at March 31, 2020$592.5  $226.5  $204.6  $—  $1,023.6 ��
 Wet
Shave
 Sun and Skin
Care
 Feminine
Care
 All
Other
 Total
Gross balance at October 1, 2018$968.2
 $229.4
 $208.0
 $69.6
 $1,475.2
Accumulated goodwill impairment
 
 
 (24.4) (24.4)
Net balance at October 1, 2018$968.2
 $229.4
 $208.0
 $45.2
 $1,450.8
          
Changes in the nine month period ended June 30, 2019         
Impairment charges$(358.0) $
 $
 $(29.0) $(387.0)
Cumulative translation adjustment(2.5) (0.5) (0.6) 
 (3.6)
          
Gross balance at June 30, 2019$965.7
 $228.9
 $207.4
 $69.6
 $1,471.6
Accumulated goodwill impairment(358.0) 
 
 (53.4) (411.4)
Net balance at June 30, 2019$607.7
 $228.9
 $207.4
 $16.2
 $1,060.2




 June 30, 2019 September 30, 2018
 Gross
Carrying
Amount
 Accumulated
Amortization
 Net Gross
Carrying
Amount
 Accumulated
Amortization
 Net
Trade names and brands$206.6
 $32.8
 $173.8
 $206.7
 $25.4
 $181.3
Technology and patents78.8
 76.4
 2.4
 79.0
 75.9
 3.1
Customer related and other178.6
 101.3
 77.3
 179.3
 96.2
 83.1
Total amortizable intangible assets$464.0
 $210.5
 $253.5
 $465.0
 $197.5
 $267.5

March 31, 2020September 30, 2019
Gross
Carrying
Amount
Accumulated
Amortization
NetGross
Carrying
Amount
Accumulated
Amortization
Net
Trade names and brands$206.5  $40.0  $166.5  $206.4  $35.0  $171.4  
Technology and patents76.1  74.6  1.5  78.5  76.4  2.1  
Customer related and other175.3  103.7  71.6  176.0  100.9  75.1  
Total amortizable intangible assets$457.9  $218.3  $239.6  $460.9  $212.3  $248.6  
Amortization expense was $4.4$4.2 and $13.4$8.5 for the three and ninesix months ended June 30, 2019,March 31, 2020, respectively, and $4.6$4.5 and $13.2$9.0 for the three and ninesix months ended June 30, 2018,March 31, 2019, respectively. Estimated amortization expense for amortizable intangible assets for the remainder of fiscal 20192020 and for fiscal 2020, 2021, 2022, 2023, 2024, and 20242025 is $4.3, $17.1, $16.5,$8.4, $16.3, $16.3,$16.2, $16.2, $16.1, and $16.2,$16.1, respectively, and $166.8$150.3 thereafter.
12


The Company had indefinite-lived intangible assets of $667.9$596.6 ($180.8178.7 in Wet Shave, $388.4$388.0 in Sun and Skin Care, $29.9 in Feminine Care, and $0.0 in All Other) at March 31, 2020, a decrease of $67.7 from September 30, 2019, which was primarily the result of the sale of the Diaper Genie indefinite lived intangible asset, offset by foreign currency fluctuations. The Company had indefinite-lived trade names and brands of $664.3 ($177.7 in Wet Shave, $387.9 in Sun and Skin Care, $29.9 in Feminine Care, and $68.8 in All Other) at JuneSeptember 30, 2019.
Goodwill and intangible assets deemed to have an indefinite life are not amortized but are instead reviewed annually for impairment of value or when indicators of a potential impairment are present. The Company’s annual impairment testing date is July 1. The Company continuously monitors events which could trigger an interim impairment analysis, such as changing business conditions and environmental factors, which included the impact of the COVID-19 pandemic for the quarter ended March 31, 2020. The Company determined there was no triggering event requiring an interim impairment analysis in the quarter ended March 31, 2020. However, the duration and severity of COVID-19 could result in future impairment charges as a prolonged pandemic could impact the results of the Company’s operations and changes to the assumptions utilized in the determination of the estimated fair value of the Company’s goodwill and indefinite-lived intangible assets including long term growth rates and discount rates. This could be significant enough that an interim impairment analysis may indicate that carrying amounts of goodwill and other intangible assets require adjustment or that remaining useful lives should be revised. Refer to the sensitivity analysis in Management's Discussion and Analysis in the Company’s Annual Report on Form 10-K filed with the SEC on November 26, 2019.
During fiscal 2019, the Company recorded impairment charges of $369.0, $2.0, and $37.0 on the goodwill of the Wet Shave, Skin Care, and Infant Care reporting units, respectively. The fair value of these reporting units was close to the carrying value at September 30, 2019 such that a decreasesignificant decline in operations of $163.6 from September 30, 2018, resulting from the reporting unit could potentially result in additional impairment. Additionally, the Company recorded impairment charges of $87.0 and $75.0 during fiscal 2019 on the Wet Ones and Diaper Genie trade names. The Company had indefinite-livedindefinite lived trade names, and brands of $831.5 ($182.2 in Wet Shave, $475.6 in Sun and Skin Care, $29.9 in Feminine Care, and $143.8 in All Other) at September 30, 2018.respectively.
The Company performed an interim impairment analysis using financial information through June 30, 2019 and forecasts for cash flows developed using the Company's three-year strategic plan. The Company’s annual impairment test is performed on July 1. The interim impairment analysis was performed due to the decline in the price of the Company’s common stock in the third quarter of fiscal 2019. The analysis was completed in a manner consistent with the annual impairment test using both the market and income approaches and weighting them based on their application to the reporting units. The interim impairment review was performed across all reporting units and indefinite-lived intangible assets. The analysis indicated that the carrying amount of the goodwill for the Wet Shave and Infant Care reporting units was greater than its fair value. The impairment of the Wet Shave and Infant Care reporting units was calculated as the difference between the fair value, determined in the interim impairment review, and the carrying value. The results of the impairment analysis indicated that the goodwill of the Wet Shave and Infant Care reporting units was impaired $358.0 and $29.0, respectively, as of June 30, 2019. Additionally, the impairment analysis indicated that the indefinite-lived trade names for Wet Ones and Diaper Genie had carrying values that exceeded their fair values. As a result, the Wet Ones and Diaper Genie trade names were impaired $87.0 and $75.0, respectively as of June 30, 2019.
Additionally, the interim impairment analysis indicated the fair values of the Skin Care and Feminine Care reporting units were between 102% and 105% of their carrying values, respectively. Key assumptions used in valuing the reporting units include the weighted average cost of capital of 9.6% and 7.9% for Skin Care and Feminine Care, respectively. The long-term revenue growth rates applied to the valuation models were 2.00% for Skin Care and 0.50% for Feminine Care. Unfavorable fluctuations in the discount rates or declines in forecasted sales and margins could result in impairment of the reporting units and indefinite-lived trade names. The Company will continue to evaluate the fair value of goodwill and intangible assets through the fourth quarter of fiscal 2019 for potential impairment. 
During fiscal 2018, the Company recorded impairment charges of $24.4 on the goodwill of the Infant Care reporting unit. The value of the Infant Care reporting unit decreased and required an impairment because of higher discount rates, lower forecasted revenue growth rates, and earnings margins, which resulted in lower projected long-term future cash flows when the interim impairment analysis was performed.


13


Note 87 - Supplemental Balance Sheet Information

March 31,
2020
September 30,
2019
Inventories  
Raw materials and supplies$55.3  $55.1  
Work in process64.6  66.5  
Finished products220.2  235.6  
Total inventories$340.1  $357.2  
Other Current Assets   
Miscellaneous receivables$13.8  $14.9  
Inventory returns receivable0.6  4.9  
Prepaid expenses67.9  65.0  
Value added tax collectible from customers20.1  23.0  
Income taxes receivable15.5  29.1  
Other12.6  3.1  
Total other current assets$130.5  $140.0  
Property, Plant and Equipment      
Land$18.8  $18.7  
Buildings137.5  137.4  
Machinery and equipment986.0  992.3  
Capitalized software costs46.1  47.8  
Construction in progress34.1  40.9  
Total gross property, plant and equipment1,222.5  1,237.1  
Accumulated depreciation and amortization(850.5) (841.1) 
Total property, plant and equipment, net$372.0  $396.0  
Other Current Liabilities      
Accrued advertising, sales promotion and allowances$42.3  $51.9  
Accrued trade allowances24.9  26.2  
Accrued salaries, vacations and incentive compensation42.8  51.5  
Income taxes payable15.6  11.5  
Returns reserve32.6  60.4  
Restructuring reserve5.1  9.5  
Value added tax payable7.3  3.6  
Deferred compensation6.6  10.4  
Short term lease obligation10.8  —  
Customer advance payments1.9  1.7  
Other88.3  78.7  
Total other current liabilities$278.2  $305.4  
Other Liabilities      
Pensions and other retirement benefits$147.5  $149.8  
Deferred compensation25.1  30.3  
Long term lease obligation38.4  —  
Other non-current liabilities81.0  78.8  
Total other liabilities$292.0  $258.9  
 June 30,
2019
 September 30,
2018
Inventories   
Raw materials and supplies$52.4
 $52.0
Work in process73.4
 67.5
Finished products246.9
 210.0
Total inventories$372.7
 $329.5
Other Current Assets   
Miscellaneous receivables$20.0
 $12.6
Prepaid expenses74.6
 68.4
Value added tax collectible from customers25.4
 25.2
Income taxes receivable20.1
 17.3
Other2.2
 5.3
Total other current assets$142.3
 $128.8
Property, Plant and Equipment   
Land$19.0
 $19.2
Buildings137.6
 141.9
Machinery and equipment1,004.0
 964.8
Capitalized software costs47.9
 48.4
Construction in progress27.4
 59.9
Total gross property, plant and equipment1,235.9
 1,234.2
Accumulated depreciation and amortization(835.2) (810.1)
Total property, plant and equipment, net$400.7
 $424.1
Other Current Liabilities   
Accrued advertising, sales promotion and allowances$64.9
 $28.2
Accrued trade allowances26.7
 29.9
Accrued salaries, vacations and incentive compensation50.9
 44.2
Income taxes payable18.9
 20.3
Returns reserve50.6
 58.6
Restructuring reserve10.7
 7.7
Value added tax payable8.2
 4.0
Deferred compensation6.9
 6.3
Other81.3
 86.3
Total other current liabilities$319.1
 $285.5
Other Liabilities   
Pensions and other retirement benefits$87.7
 $91.5
Deferred compensation33.1
 40.7
Other non-current liabilities82.2
 79.6
Total other liabilities$203.0
 $211.8


14


Note 8 - Leases
The Company adopted ASU 2016-02 on October 1, 2019. The Company has elected to utilize the package of practical expedients permitted under the transition guidance which allows it to carryforward its historical lease classification, its assessment on whether a contract was or contains a lease, and its assessment of initial direct costs for any leases that existed prior to October 1, 2019. Additionally, the Company has elected as an accounting policy not to separate non-lease components from lease components and, instead, account for these components as a single lease component. The Company has made an accounting policy election not to recognize right of use (“ROU”) assets and lease liabilities for leases that, at the commencement date, are for 12 months or fewer. For leases that do not provide an implicit rate, the Company uses its secured incremental borrowing rate, based on the information available for leases, including the lease term and interest rate environment in the country in which the lease exists, to calculate the present value of the future lease payments.
A lease is defined as a contract, or part of a contract, that conveys the right to control the use of identified property, plant, or equipment over a contracted period in exchange for payment. The Company evaluates if an arrangement is a lease at the inception date for the agreement. For operating leases entered into prior to October 1, 2019, the ROU assets and operating lease liabilities are recognized in the balance sheet based on the present value of the remaining future minimum payments over the lease term from the implementation date. Certain leases include an option to either renew or terminate the lease. For purposes of calculating lease liabilities, these options are included within the lease term when it has become reasonably certain that the Company will exercise such options. Leases entered into subsequent to the implementation date calculate the operating lease ROU asset and operating lease liabilities based on the present value of minimum payments over the lease term at the commencement date of the lease.
The Company leases certain offices and manufacturing facilities, warehouses, employee vehicles, and certain manufacturing related equipment. Leases with an initial term of 12 months or fewer are not recorded on the Condensed Consolidated Balance Sheet. All recorded leases are classified as operating leases and lease expense is recognized on a straight-line basis over the lease term.
A summary of the company's lease information is as follows:
March 31,
2020
AssetsClassification
Right of use assetsOther assets $48.8 
Liabilities
Current lease liabilitiesOther current liabilities $10.8 
Long-term lease liabilitiesOther liabilities38.4 
Total lease liabilities$49.2 
Other information
Weighted-average remaining lease term (years)11
Weighted-average incremental borrowing rate6.8 %

Three Months Ended March 31, 2020Six Months Ended March 31, 2020
Statement of Income
Lease cost (1)
$3.4  $7.1  
Other information
Leased assets obtained in exchange for new lease liabilities$0.5  $0.6  
Cash paid for amounts included in the measurement of lease liabilities$3.2  $7.0  
(1)Lease expense is included in cost of products sold or SG&A expenses based on the nature of the lease. Short-term lease expense is excluded from this amount and is not material.

15


The Company's future lease payments including reasonable assured renewal options under lease agreements are as follows:
Operating Leases
Remainder of fiscal 2020$7.1  
202111.1  
20228.3  
20236.9  
20245.5  
2025 and thereafter40.4  
Total future minimum lease commitments79.3  
Less: Imputed Interest(30.1) 
Present value of lease liabilities$49.2  

At September 30, 2019, the aggregate future minimum rental commitments under all non-cancelable operating lease agreements were as follows:
Operating Leases
2020$13.6  
202110.5  
20227.4  
20235.9  
20244.6  
2025 and thereafter12.5  
Total future minimum lease commitments$54.5  


Note 9 - Accounts Receivable Facility
On September 15, 2017, the Company entered into a $150 uncommitted master accounts receivable purchase agreement with The Bank of Tokyo-Mitsubishi UFJ, Ltd., New York Branch, as the purchaser (the “Accounts Receivable Facility”). Transfers under the Accounts Receivable Facility. Transfers under this agreementFacility are accounted for as sales of receivables, resulting in the receivables being de-recognized from the Consolidated Balance Sheet. The purchaser assumes the credit risk at the time of sale and has the right at any time to assign, transfer, or participate any of its rights under the purchased receivables to another bank or financial institution. The purchase and sale of receivables under the agreementAccounts Receivable Facility is intended to be an absolute and irrevocable transfer without recourse by the purchaser to the Company for the creditworthiness of any obligor. The Company continues to have collection and servicing responsibilities for the receivables sold and receives separate compensation for their servicing. The compensation received is considered acceptable servicing compensation and, as such, the Company does not recognize a servicing asset or liability.
As of June 30, 2019,March 31, 2020, the discount rate used to determine the purchase price for the subject receivables is based upon LIBOR plus a margin applicable to the specified obligor.


Accounts receivables sold under this agreement were $308.2$219.5 and $754.2$401.2 for the three and ninesix months ended June 30, 2019,March 31, 2020, respectively, and $328.5$232.1 and $820.1$446.0 for the three and ninesix months ended June 30, 2018,March 31, 2019, respectively. The trade receivables sold that remained outstanding under this agreement as of June 30, 2019March 31, 2020 and September 30, 20182019 were $119.2$114.5 and $77.9,$74.9, respectively. The net proceeds received were included in cash provided by operating activities and cash provided by investing activities on the Consolidated Statement of Cash Flows. The difference between the carrying amount of the trade receivables sold and the sum of the cash received is recorded as a loss on sale of receivables in Other (income) expense, net in the Consolidated Statement of Earnings. The loss on sale of trade receivables was $0.9$0.4 and $2.2$0.9 for the three and ninesix months ended June 30, 2019,March 31, 2020, respectively, and the loss on sale of trade receivables was $0.8$0.7 and $1.8$1.3 for the three and ninesix months ended June 30, 2018,March 31, 2019, respectively.

16


Note 10 - Debt
The detail of long-term debt was as follows:
March 31,
2020
September 30,
2019
Senior notes, fixed interest rate of 4.7%, due 2021$600.0  $600.0  
Senior notes, fixed interest rate of 4.7%, due 2022500.0  500.0  
U.S. revolving credit facility due 2020—  117.0  
Total long-term debt, including current maturities1,100.0  1,217.0  
Less current portion—  117.0  
Less unamortized debt issuance costs and discount (1) (2)
1.7  2.2  
Total long-term debt$1,098.3  $1,097.8  
 June 30,
2019
 September 30,
2018
Senior notes, fixed interest rate of 4.7%, due 2021$600.0
 $600.0
Senior notes, fixed interest rate of 4.7%, due 2022500.0
 500.0
U.S. revolving credit facility due June 2020125.0
 7.0
Term loan, due 2019
 185.0
Total long-term debt, including current maturities1,225.0
 1,292.0
Less current portion125.0
 184.9
Less unamortized debt issuance costs and discount (1) (2)
2.5
 3.3
Total long-term debt$1,097.5
 $1,103.8
(1)At June 30, 2019,(1)At March 31, 2020, the balance for the senior notes due 2021 and the senior notes due 2022 are reflected net of debt issuance costs of $0.5 and $0.9, and $1.2, respectively. At September 30, 2018, the balance for the senior notes due 2021, the senior notes due 2022, and the term loan are reflected net of debt issuance costs of $1.2, $1.5 and $0.1, respectively.
(2)At June 30, 2019 and September 30, 2018, the balance for the senior notes due 2022 was reflected net of discount of $0.4 and $0.5, respectively.

On February 6, 2019, the Company made a $185.0 prepayment to retire its term loanbalance for the senior notes due April2021 and the senior notes due 2022 are reflected net of debt issuance costs of $0.8 and $1.0, respectively.
(2)At March 31, 2020 and September 30, 2019, (the “Term Loan”). The Company funded the payment through additional borrowing on its U.S. revolving credit facilitybalance for the senior notes due June 2020 (“Revolving Credit Facility”). 2022 was reflected net of discount of $0.3 and $0.4, respectively.
The Company had outstanding variable-rate international borrowings, recorded in Notes payable, of $12.6$17.7 and $8.2$14.4 as of March 31, 2020 and September 30, 2019, respectively.
Replacement of Credit Agreement
On April 3, 2020 (the “Closing Date”), the Company closed its new senior secured revolving credit facility in an aggregate principal amount of $425 (the “Revolving Credit Facility”) dated March 28, 2020, by and among, the Company and certain subsidiaries of the Company, and Bank of America, N.A. as administrative agent and collateral agent ("BofA"), MUFG Bank, Ltd., as syndication agent (“MUFG”), TD Securities (USA) LLC, as joint lead arranger (“TD”), and the several lenders from time to time party thereto (together with BofA, MUFG, and TD, the "Lenders") (the "Credit Agreement").
Interest on any borrowings under the Revolving Credit Facility must be paid monthly, bi-monthly or quarterly depending on the interest rate. Any outstanding amounts under the Revolving Credit Facility must be repaid on or before April 3, 2025. Under the Credit Agreement, certain of the Company’s subsidiaries guarantee the Company’s payment and performance obligations. The Revolver will include a letter of credit subfacility of up to $70 and will provide the Company with the ability to incur certain amounts of additional incremental loans in the future, subject to the satisfaction of certain conditions.
The Revolving Credit Facility, expandable under an accordion feature, will provide for a five-year revolving line of credit and will bear interest at a range of 1.50% - 2.25% over LIBOR, depending on the net debt leverage level of the Company.
Effective as of April 3, 2020, and in connection with the Credit Agreement, the Company terminated that certain senior unsecured revolving credit agreement dated as of June 1, 2015, as amended, supplemented or modified from time to time among the Company, as borrower, JPMorgan Chase Bank, N.A., as administrative agent, and the other parties thereto, and the related Subsidiary Guaranty Agreement dated as of June 30, 2019 and September 30, 2018, respectively.
As of June 30, 2019, the2015 (“Prior Revolving Credit Facility”). The Company haddid not have any outstanding borrowings of $125.0 onat the Revolving Credit Facility classified as a current liability. The Company expects to refinance the Revolving Credit Facility prior to its maturity date.termination date and no early termination penalties were incurred.



Note 11 - Retirement Plans
The Company has several defined benefit pension plans covering employees in the U.S. and certain employees in other countries, which are included in the information presented below. The plans provide retirement benefits based on years of service and earnings. The Company also sponsors or participates in several other non-U.S. pension and post-retirementpostretirement arrangements, including various retirement and termination benefit plans, some of which are required by local law or coordinated with government-sponsored plans, which are not significant in the aggregate and, therefore, are not included in the information presented below.
17


The Company’s net periodic pension and postretirement cost (benefit)costs for these plans wasfor the three and six months ended March 31 were as follows: 
 
Three Months Ended
June 30,
 
Nine Months Ended
June 30,
 2019 2018 2019 2018
Service cost$0.7
 $0.7
 $2.2
 $2.2
Interest cost4.7
 4.3
 14.1
 12.9
Expected return on plan assets(6.4) (7.1) (19.0) (21.4)
Recognized net actuarial loss1.1
 1.1
 3.1
 3.4
Net periodic cost (benefit)$0.1
 $(1.0) $0.4
 $(2.9)

Three Months Ended
March 31,
Six Months Ended
March 31,
 2020201920202019
Service cost$1.0  $0.8  $2.1  $1.5  
Interest cost3.5  4.7  6.9  9.4  
Expected return on plan assets(5.7) (6.3) (11.5) (12.6) 
Recognized net actuarial loss2.3  1.0  4.6  2.0  
Settlement loss recognized0.2  —  0.4  —  
Net periodic cost$1.3  $0.2  $2.5  $0.3  
The service cost component of the net periodic cost (benefit) associated with the Company’s retirement plans is recorded to Cost of products sold and SG&A on the Condensed Consolidated Statement of Earnings. The remaining net periodic cost (benefit) is recorded to Other (income) expense, net on the Condensed Consolidated Statement of Earnings.

Note 12 - Shareholders’ Equity
In January 2018, the Board approved an authorization to repurchase up to 10.0 shares of the Company’s common stock, replacing the previous stock repurchase authorization from May 2015. The Company did not repurchase any shares under this authorization during the nine months ended June 30, 2019. The Company has 10.0 shares of its common stock available for repurchase in the future under the Board’s authorization. Any future share repurchases may be made in the open market, privately negotiated transactions, or otherwise, in such amounts and at such times as the Company deems appropriate based upon prevailing market conditions, business needs, and other factors.
The Company has not declared any dividends since the third quarter of fiscal 2015 and does not currently intend to declare dividends in the foreseeable future.


Note 13 - Accumulated Other Comprehensive (Loss) Income
The following table presents the changes in accumulated other comprehensive (loss) income (“AOCI”), net of tax, by component:
Foreign
Currency
Translation
Adjustments
Pension and
Post-retirement
Activity
Hedging
Activity
Total
Balance at October 1, 2019$(77.3) $(159.8) $1.2  $(235.9) 
OCI before reclassifications (1)
(6.4) (4.3) 1.4  (9.3) 
Reclassifications to earnings—  3.6  (1.1) 2.5  
Balance at March 31, 2020$(83.7) $(160.5) $1.5  $(242.7) 
 Foreign
Currency
Translation
Adjustments
 Pension and
Post-retirement
Activity
 Hedging
Activity
 Total
Balance at October 1, 2018$(40.6) $(110.3) $2.6
 $(148.3)
OCI before reclassifications (1)
(9.4) (2.5) 0.1
 (11.8)
Reclassifications to earnings
 2.3
 (3.1) (0.8)
Balance at June 30, 2019$(50.0) $(110.5) $(0.4) $(160.9)

Foreign
Currency
Translation
Adjustments
Pension and
Post-retirement
Activity
Hedging
Activity
Total
Balance at October 1, 2018$(40.6) $(110.3) $2.6  $(148.3) 
OCI before reclassifications (1)
(22.0) (1.2) 1.1  (22.1) 
Reclassifications to earnings—  1.5  (2.1) (0.6) 
Balance at March 31, 2019$(62.6) $(110.0) $1.6  $(171.0) 
(1)OCI is defined as other comprehensive income (loss).
18

 Foreign
Currency
Translation
Adjustments
 Pension and
Post-retirement
Activity
 Hedging
Activity
 Total
Balance at October 1, 2017$(29.0) $(101.3) $(1.1) $(131.4)
OCI before reclassifications (1)
(10.4) 0.2
 1.2
 (9.0)
Reclassifications to earnings
 2.4
 1.7
 4.1
Balance at June 30, 2018$(39.4) $(98.7) $1.8
 $(136.3)

(1)OCI is defined as other comprehensive income (loss).
The following table presents the reclassifications out of AOCI:
Three Months Ended
March 31,
Six Months Ended
March 31,
Affected Line Item in the
Condensed Consolidated
Statements of Earnings
Details of AOCI Components2020201920202019
Gain / (Loss) on cash flow hedges
Foreign exchange contracts$0.7  $1.3  $1.6  $3.1  Other (income) expense, net
0.7  1.3  1.6  3.1  Total before tax
0.2  0.4  0.5  1.0  Income tax provision
0.5  0.9  1.1  2.1  Net of tax
Amortization of defined benefit pension and postretirement items
Actuarial losses$(2.3) $(1.0) $(4.6) $(2.0) (1)
Settlements(0.2) —  (0.4) —  
(2.5) (1.0) (5.0) (2.0) Total before tax
(0.7) (0.2) (1.4) (0.5) Income tax provision
(1.8) (0.8) (3.6) (1.5) Net of tax
Total reclassifications for the period$(1.3) $0.1  $(2.5) $0.6  Net of tax
  For the Three Months Ended
June 30,
 
For the Nine Months Ended
June 30,
Affected Line Item in the
Condensed Consolidated
Statements of Earnings
Details of AOCI Components 2019 2018 2019 2018
Gain / Loss on cash flow hedges         
Foreign exchange contracts $1.4
 $(1.0) $4.5
 $(2.5)Other expense, net
  1.4
 (1.0) 4.5
 (2.5)Total before tax
  0.4
 (0.4) 1.4
 (0.8)Income tax (benefit) provision
  1.0
 (0.6) 3.1
 (1.7)Net of tax
Amortization of defined benefit pension and postretirement items         
Actuarial losses $(1.1) $(1.1) $(3.1) (3.4)(1)
  (1.1) (1.1) (3.1) (3.4)Total before tax
  (0.3) (0.3) (0.8) (1.0)Income tax (benefit) provision
  (0.8) (0.8) (2.3) $(2.4)Net of tax
          
Total reclassifications for the period $0.2
 $(1.4) $0.8
 $(4.1)Net of tax
(1)These AOCI components are included in the computation of net periodic cost (benefit). See Note 11 of Notes to Condensed Consolidated Financial Statements.

(1)These AOCI components are included in the computation of net periodic cost (benefit). See Note 11 of Notes to Condensed Consolidated Financial Statements.



Note 1413 - Financial Instruments and Risk Management
At times,In the course of business, the Company enters into contractual arrangements (also referred to as derivatives), to reduce its exposure to foreign currency. The Company has master netting agreements with all of its counterparties that allow for the settlement of contracts in an asset position with contracts in a liability position in the event of default. The Company manages counterparty risk through the utilization of investment grade commercial banks, diversification of counterparties, and its counterparty netting arrangements. The section below outlines the types of derivatives that existed at June 30, 2019March 31, 2020 and September 30, 2018,2019, as well as the Company’s objectives and strategies for holding derivative instruments.
Foreign Currency Risk
A significant share of the Company’s sales is tied to currencies other than the U.S. dollar, the Company’s reporting currency. As such, a weakening of currencies relative to the U.S. dollar can have a negative impact on reported earnings. Conversely, strengthening of currencies relative to the U.S. dollar can improve reported results. The primary currencies to which the Company is exposed include the euro, the Japanese yen, the British pound, the Canadian dollar, and the Australian dollar.
Additionally, the Company’s foreign subsidiaries enter into internal and external transactions that create non-functional currency balance sheet positions at the foreign subsidiary level. These exposures are generally the result of intercompany purchases, intercompany loans and, to a lesser extent, external purchases and are revalued in the foreign subsidiary’s local currency at the end of each period. Changes in the value of the non-functional currency balance sheet positions in relation to the foreign subsidiary’s local currency results in an exchange gain or loss recorded in Other expense (income), net. The primary currency to which the Company’s foreign subsidiaries are exposed is the U.S. dollar.
Cash Flow Hedges
At June 30, 2019,March 31, 2020, the Company maintained a cash flow hedging program related to foreign currency risk. These derivative instruments hadhave a high correlation to the underlying exposure being hedged and werehave been deemed highly effective by the Company for accounting purposes in offsetting the associated risk.
19


The Company entered into a series of forward currency contracts to hedge cash flow uncertainty associated with currency fluctuations. These transactions are accounted for as cash flow hedges. The Company had an unrealized pre-tax lossgains of $0.5$2.1 and a gain of $3.9$1.7 at June 30, 2019March 31, 2020 and September 30, 2018,2019, respectively, on these forward currency contracts, which are accounted for as cash flow hedges and included in AOCI. Assuming foreign exchange rates versus the U.S. dollar remain at June 30, 2019March 31, 2020 levels over the next 12 months, the majoritymost of the pre-tax gain included in AOCI at June 30, 2019March 31, 2020 is expected to be included in Other (income) expense, net. Contract maturities for these hedges extend into fiscal 2020. At June 30, 2019,March 31, 2020, there were 6164 open foreign currency contracts with a total notional value of $126.9.$131.4.
Derivatives not Designated as Hedges
The Company entered into foreign currency derivative contracts which are not designated as cash flow hedges for accounting purposes to hedge balance sheet exposures. Any gains or losses on these contracts are expected to be offset by exchange gains or losses on the underlying exposures and thus are not subject to significant market risk. The change in estimated fair value of the foreign currency contracts for the three and ninesix months ended June 30, 2019March 31, 2020 resulted in losses of $1.1$0.8 and $1.7,$0.5, respectively, compared to gainsa gain of $3.0$0.7 and $0.2a loss of $0.6, respectively, for the three and ninesix months ended June 30, 2018,March 31, 2019, and was recorded in Other (income) expense, net in the Condensed Consolidated Statements of Earnings. At June 30, 2019,March 31, 2020, there were six5 open foreign currency derivative contracts not designated as cash flow hedges, with a total notional value of $56.1.


$39.0.
The following table provides estimated fair values of derivative instruments:
Fair Value of Asset (Liability) (1)
March 31,
2020
September 30,
2019
Derivatives designated as cash flow hedging relationships:
Foreign currency contracts$2.1  $1.7  
Derivatives not designated as cash flow hedging relationships:
Foreign currency contracts$(0.5) $0.4  
 
Fair Value of Asset (Liability) (1)
 June 30, 2019 
September 30,
2018
Derivatives designated as cash flow hedging relationships:   
Foreign currency contracts$(0.5) $3.9
Derivatives not designated as cash flow hedging relationships:   
Foreign currency contracts$(0.9) $1.3
(1)All derivative assets are presented in Other current assets or Other assets. All derivative liabilities are presented in Other current liabilities or Other liabilities.
(1)All derivative assets are presented in Other current assets or Other assets. All derivative liabilities are presented in Other current liabilities or Other liabilities.
The following table provides the amounts of gains and losses on derivative instruments:
Three Months Ended
March 31,
Six Months Ended
March 31,
2020201920202019
Derivatives designated as cash flow hedging relationships:
Foreign currency contracts 
Loss recognized in OCI (1)
$2.9  $1.8  $2.0  $1.6  
Gain reclassified from AOCI into income (1) (2)
0.7  1.3  $1.6  $3.1  
Derivatives not designated as cash flow hedging relationships:
Foreign currency contracts
Gain (loss) recognized in income (2)
$(0.8) $0.7  $(0.5) $(0.6) 
 
Three Months Ended
June 30,
 
Nine Months Ended
June 30,
 2019 2018 2019 2018
Derivatives designated as cash flow hedging relationships:       
Foreign currency contracts       
Gain (loss) recognized in OCI (1)
$(1.5) $5.4
 $0.1
 $1.7
Gain (loss) reclassified from AOCI into income (effective portion) (1) (2)
1.4
 (1.0) $4.5
 $(2.5)
Derivatives not designated as cash flow hedging relationships:       
Foreign currency contracts       
Gain (loss) recognized in income (2)
$(1.1) $3.0
 $(1.7) $0.2
(1)Each of these derivative instruments had a high correlation to the underlying exposure being hedged for the periods indicated and had been deemed highly effective by the Company in offsetting associated risk.
(2)Gain (loss) was recorded in Other expense (income), net.
20


(1)Each of these derivative instruments had a high correlation to the underlying exposure being hedged for the periods indicated and were deemed highly effective in offsetting associated risk.
(2)Gain (loss) was recorded in Other expense, net.

The following table provides financial assets and liabilities for balance sheet offsetting:
At March 31, 2020At September 30, 2019
Assets (1)
Liabilities (2)
Assets (1)
Liabilities (2)
Foreign currency contracts
Gross amounts of recognized assets (liabilities)$2.6  $(1.2) $2.4  $(0.5) 
Gross amounts offset in the balance sheet—  0.2  —  0.2  
Net amounts of assets (liabilities) presented in the balance sheet$2.6  $(1.0) $2.4  $(0.3) 
(1)
 At June 30, 2019 At September 30, 2018
 
Assets (1)
 
Liabilities (2)
 
Assets (1)
 
Liabilities (2)
Foreign currency contracts       
Gross amounts of recognized assets (liabilities)$0.7
 $(2.3) $5.3
 $
Gross amounts offset in the balance sheet
 0.2
 (0.1) 
Net amounts of assets (liabilities) presented in the balance sheet$0.7
 $(2.1) $5.2
 $

All derivative assets are presented in Other current assets or Other assets.
(1)All derivative assets are presented in Other current assets or Other assets.
(2)All derivative liabilities are presented in Other current liabilities or Other liabilities.



(2)All derivative liabilities are presented in Other current liabilities or Other liabilities.
Fair Value Hierarchy
Accounting guidance on fair value measurements for certain financial assets and liabilities requires that assets and liabilities carried at fair value be classified in one of the following three categories:
Level 1: Quoted market prices in active markets for identical assets or liabilities.
Level 2: Observable market-based inputs or unobservable inputs that are corroborated by market data.
Level 3: Unobservable inputs reflecting the reporting entity’s own assumptions or external inputs from inactive markets.
Under the fair value accounting guidance hierarchy, an entity is required to maximize the use of quoted market prices and minimize the use of unobservable inputs. The following table sets forth the Company’s financial assets and liabilities, which are carried at fair value and measured on a recurring basis during the period, all of which are classified as Level 2 within the fair value hierarchy:
 June 30,
2019
 September 30,
2018
Liabilities at estimated fair value:   
Deferred compensation$(39.8) $(46.9)
Derivatives - foreign currency contracts(1.4) 5.2
Net liabilities at estimated fair value$(41.2) $(41.7)

March 31,
2020
September 30,
2019
Liabilities at estimated fair value:  
Deferred compensation$(31.3) $(40.6) 
Derivatives - foreign currency contracts1.6  2.1  
Net liabilities at estimated fair value$(29.7) $(38.5) 

The estimated fair value of the deferred compensation liability is determined based upon the quoted market prices of the investment options that are offered under the plan. At June 30, 2019,March 31, 2020, the estimated fair value of foreign currency contracts is the amount that the Company would receive or pay to terminate the contracts, considering first the quoted market prices of comparable agreements or, in the absence of quoted market prices, factors such as interest rates, currency exchange rates, and remaining maturities. The estimated fair value of the deferred compensation liability is determined based upon the quoted market prices of the investment options that are offered under the plan.
At June 30, 2019March 31, 2020 and September 30, 2018,2019, the Company had no Level 1 or Level 3 financial assets or liabilities, other than pension plan assets.
At June 30, 2019March 31, 2020 and September 30, 2018,2019, the fair market value of fixed rate long-term debt was $1,066.7$1,045.1 and $1,061.2,$1,071.2, respectively, compared to its carrying value of $1,100.0. The estimated fair value of the long-term debt was estimated using yields obtained from independent pricing sources for similar types of borrowing arrangements. There was no variable rate debt excluding revolving credit facilities as of June 30, 2019. The estimated fair value of variable-rate debt, which consists of bank debt and excludes revolving credit facilities, was $185.0 at September 30, 2018 compared to its carrying value of $184.9 at September 30, 2018. The estimated fair value was equal to the face value of the debt. The estimated fair value of long-term debt, excluding revolving credit facilities, have been determined based on Level 2 inputs.
Due to the nature of cash and cash equivalents and short-term borrowings, including notes payable, carrying amounts on the balance sheets approximate fair value. Additionally, the carrying amounts of the Company’s revolving credit facilities, which are classified as long-term debt on the balance sheet, approximate fair value due to the revolving nature of the balances. The estimated fair value of cash and cash equivalents, short-term borrowings, and the revolving credit agreements have been determined based on Level 2 inputs.

21


Note 1514 - Segment Data
For an overview of the Company’s segments, refer to Note 1 to Notes to Condensed Consolidated Financial Statements.
Segment performance is evaluated based on segment profit, exclusive of general corporate expenses, share-based compensation costs, restructuring charges, and certain costs associated with restructuring initiatives,deemed non-recurring in nature, including acquisition and integration planning costs, the gain on the saledisposal of the Playtex glovesInfant and Pet Care business, Feminine and Infant Care evaluation costs, legal settlement expenses, and the amortization of intangible assets. Financial items, such as interest income and expense, are managed on a global basis at the corporate level. The exclusion of such charges from segment results reflects management’s view on how it evaluates segment performance.
The Company completed the sale of its Infant and Pet Care business in December 2019. As a result, no additional Net Sales or Segment Profit will be reported for the All Other segment in subsequent periods. Net Sales and Operating Profit for the Company’s manicure kits were reclassified to Sun and Skin Care for both the current and prior year periods as these products were not part of the divestiture. The impact of recasting the prior period segment information was not material.
The Company’s operating model includes some shared business functions across the segments, including product warehousing and distribution, transaction processing functions and, in most cases, combined sales force and management teams. The Company applies a fully allocated cost basis in which shared business functions are allocated between the segments. Such allocationsAs a result of the divestiture of the Infant and Pet Care business, some shared costs which were previously allocated to the All Other segment are estimatesnow being allocated to the Wet Shave, Sun and do not representSkin Care and Feminine Care segments, with the costs of such services if performed on a stand-alone basis.


largest impact to Wet Shave, as noted in the discussion in Item 2. Management’s Discussion and Analysis.
Segment net sales and profitability are presented below:
 Three Months Ended
March 31,
Six Months Ended
March 31,
 2020201920202019
Net Sales 
Wet Shave$280.5  $294.4  $557.5  $582.1  
Sun and Skin Care157.5  146.0  232.6  213.4  
Feminine Care85.0  74.6  160.1  149.3  
All Other—  31.7  26.8  59.0  
Total net sales$523.0  $546.7  $977.0  $1,003.8  
Segment Profit 
Wet Shave$44.5  $55.7  $97.4  $110.7  
Sun and Skin Care44.3  40.7  44.4  40.3  
Feminine Care18.3  13.7  31.4  21.2  
All Other—  5.8  3.1  6.8  
Total segment profit107.1  115.9  176.3  179.0  
General corporate and other expenses(10.9) (16.7) (24.2) (30.4) 
Restructuring and related costs (1)
(12.4) (15.4) (20.4) (33.9) 
Acquisition and integration planning costs (2)
(25.5) (0.5) (31.7) (1.0) 
Gain on sale of Infant and Pet Care business(1.1) —  4.1  —  
Feminine and Infant Care evaluation costs (3)
—  (1.0) (0.3) (1.0) 
Sun Care reformulation costs (4)
—  (0.4) —  (0.5) 
Legal settlement expense (5)
—  —  —  (0.9) 
Amortization of intangibles(4.2) (4.5) (8.5) (9.0) 
Interest and other expense, net(24.8) (13.7) (37.5) (31.0) 
Total earnings before income taxes$28.2  $63.7  $57.8  $71.3  
 
Three Months Ended
June 30,
 
Nine Months Ended
 June 30,
 2019 2018 2019 2018
Net Sales       
Wet Shave$327.7
 $341.1
 $909.8
 $980.4
Sun and Skin Care168.4
 162.8
 380.3
 374.2
Feminine Care80.9
 84.1
 230.2
 247.0
All Other32.2
 32.6
 92.7
 95.4
Total net sales$609.2
 $620.6
 $1,613.0
 $1,697.0
        
Segment Profit       
Wet Shave$54.1
 $55.0
 $164.8
 $177.6
Sun and Skin Care42.2
 33.9
 82.1
 76.3
Feminine Care15.5
 11.0
 36.7
 25.7
All Other3.6
 5.4
 10.8
 16.8
Total segment profit115.4
 105.3
 294.4
 296.4
General corporate and other expenses(13.1) (17.7) (43.5) (55.6)
Impairment charges(549.0) (24.4) (549.0) (24.4)
Restructuring and related costs (1)
(8.9) (15.9) (42.8) (19.6)
Harry’s acquisition and integration costs (2)
(1.8) 
 (1.8) 
Feminine and Infant Care evaluation costs (3)
(0.5) 
 (1.5) 
Sun Care reformulation costs (4)
(1.0) 
 (1.5) 
Jack Black acquisition and integration costs (5)
(0.1) (2.3) (1.1) (4.9)
Investor settlement expense (6)

 
 (0.9) 
Sale of Playtex gloves
 (0.6) 
 15.3
Amortization of intangibles(4.4) (4.6) (13.4) (13.2)
Interest and other expense, net(18.3) (18.4) (49.3) (53.7)
Total (loss) earnings before income taxes$(481.7) $21.4
 $(410.4) $140.3
(1)Includes pre-tax SG&A of $5.8 and $7.7 for the three and six months ended March 31, 2020, respectively, and $1.9 and $3.3 for the three and six months ended March 31, 2019, respectively, associated with certain information technology enablement expenses and incentive and retention compensation expenses for Project Fuel. Additionally, includes pre-tax Cost of products sold of $0.1 for the three and six months ended March 31, 2020, related to inventory write-offs associated with Project Fuel.
(2)Includes pre-tax SG&A of $25.5 and $31.7 for the three and six months ended March 31, 2020, respectively, and $0.5 and $1.0 for the three and six months ended March 31, 2019, respectively, related to acquisition and integration planning costs.
(3)Includes pre-tax SG&A of $0.3 for the six months ended March 31, 2020, and $1.0 for the three and six months ended March 31, 2019.
22


(1)Restructuring costs associated with Project Fuel, an enterprise-wide transformational initiative that is designed to address all aspects of our business and cost structure, simplifying and transforming the organization, structure and key processes that will enable us to achieve our desired future state operations. Includes pre-tax SG&A of $1.8 and $5.1 for the three and nine months ended June 30, 2019, respectively, and $0.5 for the three and nine months ended June 30, 2018 associated with certain information technology enablement expenses for Project Fuel.
(2)Acquisition and integration costs related to Harry’s totaling $1.8 for the three and nine months ended June 30, 2019, were included in SG&A on the Consolidated Statement of Earnings.
(3)
Includes pre-tax SG&A of $0.5 and $1.5 for the three and nine months ended June 30, 2019, respectively, associated with consulting costs for the Company to evaluate segments.
(4)Includes pre-tax Cost of products sold of $1.0 and $1.5 for the three and nine months ended June 30, 2019, respectively, associated with supply chain changes on select Sun Care products.
(5)Acquisition and integration costs related to Jack Black totaling $0.1 and $1.1 for the three and nine months ended June 30, 2019, respectively, were included in SG&A on the Consolidated Statement of Earnings. Acquisition and integration costs related to Jack Black totaling $0.5 and $3.1 for the three and nine months ending June 30, 2018, respectively, were included in SG&A in the Consolidated Statement of Earnings. Additionally, acquisition and integration costs of $1.8 were included in Cost of products sold for the three and nine months ended June 30, 2018.
(6)Includes pre-tax SG&A of $0.9 for the nine months ended June 30, 2019, associated with a settlement with an investor.

(4)Includes pre-tax Cost of products sold of $0.4 and $0.5 for the three and six months ended March 31, 2019, respectively.
(5)Includes pre-tax SG&A of $0.9 for the six months ended March 31, 2019.
The following table presents the Company’s net sales by geographic area:
Three Months Ended
June 30,
 
Nine Months Ended
June 30,
Three Months Ended
March 31,
Six Months Ended
March 31,
2019 2018 2019 20182020201920202019
Net Sales to Customers       Net Sales to Customers
United States$362.1
 $368.8
 $923.7
 $967.3
United States$302.3  $310.4  $553.4  $561.7  
International247.1
 251.8
 689.3
 729.7
International220.7  236.3  423.6  442.1  
Total net sales$609.2
 $620.6
 $1,613.0
 $1,697.0
Total net sales$523.0  $546.7  $977.0  $1,003.8  




Supplemental product information is presented below for net sales:
 Three Months Ended
June 30,
 Nine Months Ended
June 30,
 2019 2018 2019 2018
Razors and blades$291.3
 $304.6
 $807.2
 $877.5
Sun care products135.7
 132.1
 285.2
 297.5
Tampons, pads, and liners80.9
 84.1
 230.2
 247.0
Shaving gels and creams36.4
 36.5
 102.6
 102.9
Skin care products32.7
 30.7
 95.1
 76.7
Infant care and other32.2
 32.6
 92.7
 95.4
Total net sales$609.2
 $620.6
 $1,613.0
 $1,697.0

Three Months Ended
March 31,
Six Months Ended
March 31,
 2020201920202019
Razors and blades$246.1  $260.6  $490.4  $515.9  
Tampons, pads, and liners85.0  74.6  160.1  149.3  
Sun care products115.1  116.3  152.3  149.5  
Skin care products42.4  29.7  80.3  63.9  
Shaving gels and creams34.4  33.8  67.1  66.2  
Infant care and other—  31.7  26.8  59.0  
Total net sales$523.0  $546.7  $977.0  $1,003.8  

Note 16 - Guarantor and Non-Guarantor Financial Information
The Company's senior notes issued in May 2011 and May 2012 (collectively, the "Notes") are fully and unconditionally guaranteed on a joint and several basis by the Company's existing and future direct and indirect domestic subsidiaries that are guarantors of any of the Company's credit agreements or other indebtedness for borrowed money (the "Guarantors"). The Guarantors are 100% owned either directly or indirectly by the Company and jointly and severally guarantee the Company's obligations under the Notes and substantially all of the Company's other outstanding indebtedness. The Company's subsidiaries organized outside of the U.S. and certain domestic subsidiaries which are not guarantors of any of the Company's other indebtedness (collectively, the "Non-Guarantors"), do not guarantee the Notes. The subsidiary guarantee with respect to the Notes is subject to release upon sale of all of the capital stock of the Subsidiary Guarantor; if the guarantee under the Company's credit agreements and other indebtedness for borrowed money is released or discharged (other than due to payment under such guarantee); or when the requirements for legal defeasance are satisfied or the obligations are discharged in accordance with the indenture.
Set forth below are the condensed consolidating financial statements presenting the results of operations, financial position, and cash flows of Edgewell Personal Care Company (the “Parent Company” as defined in the Notes), the Guarantors on a combined basis, the Non-Guarantors on a combined basis, and eliminations necessary to arrive at the information for the Company, as reported on a consolidated basis. Eliminations represent adjustments to eliminate investments in subsidiaries and intercompany balances and transactions between or among the Parent Company, the Guarantors, and the Non-Guarantors.



EDGEWELL PERSONAL CARE COMPANY
CONDENSED CONSOLIDATING STATEMENTS OF EARNINGS AND COMPREHENSIVE INCOME
Three Months Ended June 30, 2019

  Parent Company  Guarantors  Non-Guarantors  Eliminations  Total
Net sales$
 $420.9
 $276.5
 $(88.2) $609.2
Cost of products sold
 237.0
 168.2
 (88.2) 317.0
Gross profit
 183.9
 108.3
 
 292.2
          
Selling, general and administrative expense
 58.1
 36.7
 
 94.8
Advertising and sales promotion expense
 58.3
 33.5
 
 91.8
Research and development expense
 12.9
 
 
 12.9
Impairment charges
 437.3
 111.7
 
 549.0
Restructuring charges
 4.8
 2.3
 
 7.1
Interest expense associated with debt13.3
 2.1
 0.2
 
 15.6
Other expense, net
 0.6
 2.1
 
 2.7
Intercompany service fees
 (3.1) 3.1
 
 
Equity in earnings of subsidiaries431.4
 92.1
 
 (523.5) 
Loss before income taxes(444.7) (479.2) (81.3) 523.5
 (481.7)
Income tax (benefit) provision(3.3) (47.8) 10.8
 
 (40.3)
Net loss$(441.4) $(431.4) $(92.1) $523.5
 $(441.4)
          
Statements of Comprehensive Income:         
Net loss$(441.4) $(431.4) $(92.1) $523.5
 $(441.4)
Other comprehensive income, net of tax10.1
 10.1
 10.6
 (20.7) 10.1
Total comprehensive loss$(431.3) $(421.3) $(81.5) $502.8
 $(431.3)



EDGEWELL PERSONAL CARE COMPANY
CONDENSED CONSOLIDATING STATEMENTS OF EARNINGS AND COMPREHENSIVE INCOME
Nine Months Ended June 30, 2019

  Parent Company  Guarantors  Non-Guarantors  Eliminations  Total
Net sales$
 $1,090.6
 $774.9
 $(252.5) $1,613.0
Cost of products sold
 651.2
 477.7
 (252.5) 876.4
Gross profit
 439.4
 297.2
 
 736.6
          
Selling, general and administrative expense
 171.5
 108.7
 
 280.2
Advertising and sales promotion expense
 110.8
 80.5
 
 191.3
Research and development expense
 39.5
 
 
 39.5
Impairment charges
 437.3
 111.7
 
 549.0
Restructuring charges
 24.5
 13.2
 
 37.7
Interest expense associated with debt40.1
 7.3
 0.6
 
 48.0
Other expense, net
 1.6
 (0.3) 
 1.3
Intercompany service fees
 (12.5) 12.5
 
 
Equity in earnings of subsidiaries363.3
 48.6
 
 (411.9) 
Loss before income taxes(403.4) (389.2) (29.7) 411.9
 (410.4)
Income tax (benefit) provision(9.8) (25.9) 18.9
 
 (16.8)
Net loss$(393.6) $(363.3) $(48.6) $411.9
 $(393.6)
          
Statements of Comprehensive Income:         
Net loss$(393.6) $(363.3) $(48.6) $411.9
 $(393.6)
Other comprehensive income, net of tax(12.6) (12.6) (11.2) 23.8
 (12.6)
Total comprehensive loss$(406.2) $(375.9) $(59.8) $435.7
 $(406.2)




EDGEWELL PERSONAL CARE COMPANY
CONDENSED CONSOLIDATING STATEMENTS OF EARNINGS AND COMPREHENSIVE INCOME
Three Months Ended June 30, 2018

  Parent Company  Guarantors  Non-Guarantors  Eliminations  Total
Net sales$
 $425.1
 $278.0
 $(82.5) $620.6
Cost of products sold
 237.5
 163.9
 (82.5) 318.9
Gross profit
 187.6
 114.1
 
 301.7
          
Selling, general and administrative expense
 61.6
 39.7
 
 101.3
Advertising and sales promotion expense
 70.0
 35.3
 
 105.3
Research and development expense
 14.9
 
 
 14.9
Impairment charges
 24.4
 
 
 24.4
Restructuring charges
 13.4
 2.0
 
 15.4
Gain on sale of Playtex gloves
 0.6
 
 
 0.6
Interest expense associated with debt13.4
 2.8
 0.3
 
 16.5
Other (income) expense, net
 (0.2) 2.1
 
 1.9
Intercompany service fees
 (3.5) 3.5
 
 
Equity in earnings of subsidiaries(21.9) (25.7) 
 47.6
 
Earnings before income taxes8.5
 29.3
 31.2
 (47.6) 21.4
Income tax (benefit) provision(3.6) 7.4
 5.5
 
 9.3
Net earnings$12.1
 $21.9
 $25.7
 $(47.6) $12.1
          
Statements of Comprehensive Income:         
Net earnings$12.1
 $21.9
 $25.7
 $(47.6) $12.1
Other comprehensive loss, net of tax(30.0) (30.0) (30.5) 60.5
 (30.0)
Total comprehensive income$(17.9) $(8.1) $(4.8) $12.9
 $(17.9)



EDGEWELL PERSONAL CARE COMPANY
CONDENSED CONSOLIDATING STATEMENTS OF EARNINGS AND COMPREHENSIVE INCOME
Nine Months Ended June 30, 2018

  Parent Company  Guarantors  Non-Guarantors  Eliminations  Total
Net sales$
 $1,143.9
 $788.5
 $(235.4) $1,697.0
Cost of products sold
 663.7
 466.6
 (235.4) 894.9
Gross profit
 480.2
 321.9
 
 802.1
          
Selling, general and administrative expense
 189.0
 114.5
 
 303.5
Advertising and sales promotion expense
 139.3
 90.6
 
 229.9
Research and development expense
 46.5
 
 
 46.5
Impairment charges
 24.4
 
 
 24.4
Restructuring charges
 15.8
 3.3
 
 19.1
Sale of Playtex gloves
 (15.3) 
 
 (15.3)
Interest expense associated with debt40.1
 11.6
 0.8
 
 52.5
Other (income) expense, net
 (1.1) 2.3
 
 1.2
Intercompany service fees
 (14.6) 14.6
 
 
Equity in earnings of subsidiaries(113.2) (79.1) 
 192.3
 
Earnings before income taxes73.1
 163.7
 95.8
 (192.3) 140.3
Income tax (benefit) provision(10.8) 50.5
 16.7
 
 56.4
Net earnings$83.9
 $113.2
 $79.1
 $(192.3) $83.9
          
Statements of Comprehensive Income:         
Net earnings$83.9
 $113.2
 $79.1
 $(192.3) $83.9
Other comprehensive loss, net of tax(4.9) (4.9) (6.5) 11.4
 (4.9)
Total comprehensive income$79.0
 $108.3
 $72.6
 $(180.9) $79.0


23


EDGEWELL PERSONAL CARE COMPANY
CONDENSED CONSOLIDATING BALANCE SHEETS
June 30, 2019


  Parent Company  Guarantors  Non-Guarantors  Eliminations  Total
Assets         
Current assets         
Cash and cash equivalents$
 $1.6
 $277.4
 $
 $279.0
Trade receivables, net
 60.4
 181.2
 
 241.6
Inventories
 201.0
 171.7
 
 372.7
Other current assets
 47.1
 95.2
 
 142.3
Total current assets
 310.1
 725.5
 
 1,035.6
Investment in subsidiaries3,387.8
 1,127.1
 
 (4,514.9) 
Intercompany receivables, net (1)

 907.9
 21.9
 (929.8) 
Property, plant and equipment, net
 295.7
 105.0
 
 400.7
Goodwill
 762.1
 298.1
 
 1,060.2
Other intangible assets, net
 714.8
 206.6
 
 921.4
Other assets0.8
 (0.1) 33.7
 
 34.4
Total assets$3,388.6
 $4,117.6
 $1,390.8
 $(5,444.7) $3,452.3
          
Liabilities and Shareholders' Equity         
Current liabilities$6.8
 $445.1
 $226.7
 $
 $678.6
Intercompany payables, net (1)
929.8
 
 
 (929.8) 
Long-term debt1,097.5
 
 
 
 1,097.5
Deferred income tax liabilities
 98.3
 20.4
 
 118.7
Other liabilities
 186.4
 16.6
 
 203.0
Total liabilities2,034.1
 729.8
 263.7
 (929.8) 2,097.8
Total shareholders' equity1,354.5
 3,387.8
 1,127.1
 (4,514.9) 1,354.5
Total liabilities and shareholders' equity$3,388.6
 $4,117.6
 $1,390.8
 $(5,444.7) $3,452.3

(1)Intercompany activities include product purchases between Guarantors and Non-Guarantors, charges for services provided by the Parent Company and various subsidiaries to other affiliates within the consolidated entity, and other intercompany activities in the normal course of business.




EDGEWELL PERSONAL CARE COMPANY
CONDENSED CONSOLIDATING BALANCE SHEETS
September 30, 2018

  Parent Company  Guarantors  Non-Guarantors  Eliminations  Total
Assets         
Current assets         
Cash and cash equivalents$
 $2.5
 $263.9
 $
 $266.4
Trade receivables, net
 46.1
 180.4
 
 226.5
Inventories
 175.4
 154.1
 
 329.5
Other current assets
 48.8
 80.0
 
 128.8
Total current assets
 272.8
 678.4
 
 951.2
Investment in subsidiaries3,760.0
 1,227.4
 
 (4,987.4) 
Intercompany receivables, net (1)

 836.1
 63.9
 (900.0) 
Property, plant and equipment, net
 316.7
 107.4
 
 424.1
Goodwill
 1,037.5
 413.3
 
 1,450.8
Other intangible assets, net
 886.5
 212.5
 
 1,099.0
Other assets1.0
 0.1
 27.1
 
 28.2
Total assets$3,761.0
 $4,577.1
 $1,502.6
 $(5,887.4) $3,953.3
          
Liabilities and Shareholders’ Equity         
Current liabilities$19.7
 $471.8
 $225.5
 $
 $717.0
Intercompany payables, net (1)
900.0
 
 
 (900.0) 
Long-term debt1,096.7
 7.1
 
 
 1,103.8
Deferred income tax liabilities
 142.6
 33.5
 
 176.1
Other liabilities
 195.6
 16.2
 
 211.8
Total liabilities2,016.4
 817.1
 275.2
 (900.0) 2,208.7
Total shareholders’ equity1,744.6
 3,760.0
 1,227.4
 (4,987.4) 1,744.6
Total liabilities and shareholders’ equity$3,761.0
 $4,577.1
 $1,502.6
 $(5,887.4) $3,953.3

(1)Intercompany activities include product purchases between Guarantors and Non-Guarantors, charges for services provided by the Parent Company and various subsidiaries to other affiliates within the consolidated entity, and other intercompany activities in the normal course of business.




EDGEWELL PERSONAL CARE COMPANY
CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS
Nine Months Ended June 30, 2019

  Parent Company  Guarantors  Non-Guarantors  Eliminations  Total
Net cash flow (used by) from operations$(27.0) $99.8
 $70.4
 $(45.0) $98.2
          
Cash Flow from Investing Activities         
Capital expenditures
 (22.7) (16.0) 
 (38.7)
Collection of deferred purchase price from accounts receivable sold
 9.0
 
 
 9.0
Proceeds from sale of assets
 4.0
 0.1
 
 4.1
Intercompany receivables and payables, net
 (29.8) 
 29.8
 
Payment for equity contributions(1.0) 
 
 1.0
 
Other, net
 (1.3) 
 
 (1.3)
Net cash used by investing activities(1.0) (40.8) (15.9) 30.8
 (26.9)
          
Cash Flow from Financing Activities         
Cash proceeds from debt with original maturities greater than 90 days
 316.0
 
 
 316.0
Cash payments on debt with original maturities greater than 90 days
 (198.0) 
 
 (198.0)
Term Loan repayment
 (185.0) 
 
 (185.0)
Net increase in debt with original maturities of 90 days or less
 1.5
 4.2
 
 5.7
Intercompany dividend
 
 (45.0) 45.0
 
Net financing outflow from the Accounts Receivable Facility
 5.6
 
 
 5.6
Intercompany receivables and payables, net29.8
 
 
 (29.8) 
Proceeds for equity contribution
 
 1.0
 (1.0) 
Employee shares withheld for taxes(1.8) 
 
 
 (1.8)
Net cash from (used by) financing activities28.0
 (59.9) (39.8) 14.2
 (57.5)
          
Effect of exchange rate changes on cash
 
 (1.2) 
 (1.2)
          
Net (decline) increase in cash and cash equivalents
 (0.9) 13.5
 
 12.6
Cash and cash equivalents, beginning of period
 2.5
 263.9
 
 266.4
Cash and cash equivalents, end of period$
 $1.6
 $277.4
 $
 $279.0




EDGEWELL PERSONAL CARE COMPANY
CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS
Nine Months Ended June 30, 2018

  Parent Company  Guarantors  Non-Guarantors  Eliminations  Total
Net cash flow from operations$126.6
 $331.4
 $73.7
 $(350.2) $181.5
          
Cash Flow from Investing Activities         
Capital expenditures
 (31.3) (10.5) 
 (41.8)
Acquisitions, net of cash acquired
 (90.2) 
 
 (90.2)
Collection of deferred purchase price from accounts receivable sold
 7.2
 
 
 7.2
Playtex gloves sale
 19.0
 
 
 19.0
Proceeds from sale of assets
 4.7
 
 
 4.7
Net cash used by investing activities
 (90.6) (10.5) 
 (101.1)
          
Cash Flow from Financing Activities         
Cash proceeds from debt with original maturities greater than 90 days
 477.0
 
 
 477.0
Cash payments on debt with original maturities greater than 90 days
 (722.0) 
 
 (722.0)
Net increase in debt with original maturities of 90 days or less
 (1.2) 1.4
 
 0.2
Common shares purchased(124.4) 
 
 
 (124.4)
Intercompany dividend
 
 (350.2) 350.2
 
Net financing inflow from the Accounts Receivable Facility
 4.6
 
 
 4.6
Employee shares withheld for taxes(2.2) 
 
 
 (2.2)
Net cash used by financing activities(126.6) (241.6) (348.8) 350.2
 (366.8)
          
Effect of exchange rate changes on cash
 
 2.0
 
 2.0
          
Net decline in cash and cash equivalents
 (0.8) (283.6) 
 (284.4)
Cash and cash equivalents, beginning of period
 6.4
 496.5
 
 502.9
Cash and cash equivalents, end of period$
 $5.6
 $212.9
 $
 $218.5




Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
(in millions, except per share data, unaudited)
The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our unaudited Condensed Consolidated Financial Statements and the accompanying notes included in this Quarterly Report on Form 10-Q and our Annual Report on Form 10-K filed with the SEC on November 19, 201826, 2019 (the “2018“2019 Annual Report”). The following discussion may contain forward-looking statements that reflect our plans, estimates, and beliefs and involve risks, uncertainties, and assumptions. Our actual results could differ materially from those discussed in these forward-looking statements. Factors that could cause or contribute to these differences include those discussed within “Forward-Looking Statements” below and in Item 1A. Risk Factors and “Forward-Looking Statements” included within our 20182019 Annual Report.
Forward-Looking Statements
This document contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934.1934, as amended. The Private Securities Litigation Reform Act of 1995 provides a safe harbor for forward-looking statements made by or on behalf of Edgewell Personal Care Company (“Edgewell”, “we” or “our Company”) or any of our businesses. Forward-looking statements generally can be identified by the use of words or phrases such as “believe,” “expect,” “expectation,” “anticipate,” “may,” “could,” “intend,” “belief,” “estimate,” “plan,” “target,” “predict,” “likely,” “will,” “should,” “forecast,” “outlook,” or other similar words or phrases. These statements are not based on historical facts, but instead reflect our expectations, estimates, or projections concerning future results or events, including, without limitation, the future earnings and performance of our Company or any of our businesses. Many factors outside our control (including the ongoing COVID-19 outbreak), could affect the realization of these estimates. These statements are not guarantees of performance and are inherently subject to known and unknown risks, uncertainties and assumptions that are difficult to predict and could cause our actual results to differ materially from those indicated by those statements. We cannot assure you that any of our expectations, estimates or projections will be achieved. The forward-looking statements included in this report are only made as of the date of this report, and we disclaim any obligation to publicly update any forward-looking statement to reflect subsequent events or circumstances, except as required by law. You should not place undue reliance on these statements.
In addition, other risks and uncertainties not presently known to us or that we presently consider immaterial could significantly affect the forward-looking statements. All forward-looking statements should be evaluated with the understanding of their inherent uncertainty. Risks and uncertainties include those detailed from time to time in our publicly filed documents, including in Item 1A. Risk Factors of Part I of our 20182019 Annual Report.Report on Form 10-K and Item 1A Risk Factors of Part II of this Quarterly Report on Form 10-Q.
Non-GAAP Financial Measures
While we report financial results in accordance with GAAP, this discussion also includes Non-GAAPnon-GAAP measures. These Non-GAAP measures are referred to as “adjusted” or “organic” and exclude items such as impairment charges, restructuring charges, Harry’s, Inc. (“Harry’s”) acquisition and integration planning costs, advisory expenses in connection with the evaluationdisposition of the Infant and Pet Care business, Feminine and Infant Care businesses, Sun Care reformulation charges, the Jack Black, L.L.C. (“Jack Black”) acquisition and integrationevaluation costs, investorlegal settlement expense, the disposition of the Playtex® gloves business,expenses, and the impactamortization of the Tax Cuts and Jobs Act (the “Tax Act”).intangibles. Reconciliations of Non-GAAPnon-GAAP measures are included within this Management’s Discussion and Analysis of Financial Condition and Results of Operations.
This Non-GAAPnon-GAAP information is provided as a supplement to, not as a substitute for, or as superior to, measures of financial performance prepared in accordance with GAAP. We use this Non-GAAPnon-GAAP information internally to make operating decisions and believe it is helpful to investors because it allows more meaningful period-to-period comparisons of ongoing operating results. Given the various significant events, including the Project Fuel restructuring, the efforts to acquire Harry’s, Inc. and acquisitionthe subsequent termination of Jack Black,the merger agreement with Harry's, we view the use of Non-GAAPnon-GAAP measures that take into account the impact of these unique events as particularly valuable in understanding our underlying operational results and providing insights into future performance. The information can also be used to perform trend analysis and to better identify operating trends that may otherwise be masked or distorted by the types of items that are excluded. This Non-GAAPnon-GAAP information is also a component in determining management’s incentive compensation. Finally, we believe this information provides more transparency. The following provides additional detail on our Non-GAAPnon-GAAP measures:

We analyze our net sales and segment profit on an organic basis to better measure the comparability of results between periods. Organic net sales and organic segment profit exclude the impact of changes in foreign currency, acquisitions, and dispositionsdivestitures (including the acquisition of Jack Black through February 2019 and the disposition of the Playtex gloves business through October 2018)Infant and Pet Care business). This information is provided because these types of fluctuations can distort the underlying change in net sales and segment profit either positively or negatively.


Adjusted net earnings and adjusted earnings per share are defined as net earnings and diluted earnings per share excluding items such as impairment charges, restructuring charges, Harry’s acquisition and integration planning costs, advisorythe gain or loss on the disposal of a business, business development evaluation costs, legal settlement expenses, in connection with the evaluation of the Feminine and Infant Care businesses, Sun Care reformulation charges, Jack Black acquisition and integration costs, investor settlement expense, the disposition of the Playtex gloves business, the related tax effects of these items, and the impact of the Tax Act.items.
24


Adjusted effective tax rate is defined as the effective tax rate excluding items such as impairment charges, restructuring charges, Harry’s acquisition and integration planning costs, advisorythe gain or loss on the disposal of a business, business development evaluation costs, legal settlement expenses, in connection with the evaluation of the Feminine and Infant Care businesses, Sun Care reformulation charges, Jack Black acquisition and integration costs, investor settlement expense, the disposition of the Playtex gloves business, the related tax effects of these items and the impact of the Tax Act from the income tax provision and earnings before income taxes.
Free cash flow is defined as net cash from operating activities less net capital expenditures. Free cash flow conversion is defined as free cash flow as a percentage of net earnings adjusted for the net impact of non-cash impairments.
All comparisons are with the same period in the prior year, unless otherwise noted.
Industry and Market Data
Unless we indicate otherwise, we base the information concerning our industry contained or incorporated by reference herein on our general knowledge of and expectations concerning the industry. Our market position, market share, and industry market size are based on our estimates using internal data and external data from various industry analyses, our internal research and adjustments, and assumptions that we believe to be reasonable. We have not independently verified data from industry analyses and cannot guarantee its accuracy or completeness. In addition, we believe that data regarding the industry, market size and our market position and market share within such industry provide general guidance but are inherently imprecise and have not been verified by any independent source. Further, our estimates and assumptions involve risks and uncertainties and are subject to change based on various factors, including those discussed in the “Risk“Item 1A. Risk Factors” sectionin Part II of this Quarterly Report on Form 10-Q and in Item 1A. Risk Factors in Part I of our 2018 Annual Report.Report on Form 10-K. These, and other factors, could cause results to differ materially from those expressed in the estimates and assumptions. You are cautioned not to place undue reliance on this data.
Retail sales for purposes of market size, market position and market share information are based on retail sales in U.S. dollars.
Trademarks and Trade Names
We own or have rights to use trademarks and trade names that we use in conjunction with the operation of our business, which appear throughout this Quarterly Report on Form 10-Q. We also may refer to brand names, trademarks, service marks and trade names of other companies and organizations, and these brand names, trademarks, service marks and trade names are the property of their respective owners.

Impact of COVID-19
On March 11, 2020, the World Health Organization declared COVID-19 a worldwide pandemic, which has impacted individuals, families, companies and economies around the world. Due to the uncertainty surrounding COVID-19 and its fast spreading nature, global leaders have taken significant measures to keep their people safe, including asking people to stay home unless they are considered essential employees, closing offices and storefront locations, and cancelling all non-essential travel, for an indefinite period of time. As governmental policies continue to evolve, they will continue to shape the Company’s response to COVID-19. While the full impact of COVID-19 is not certain at this time and although we cannot estimate with reasonable certainty the impact this will have on the global and local economies or our business, the Company has taken significant measures to protect its employees and business.
The Company’s top priority during this time has been the health and welfare of our employees and customers. Additional measures have been put in place at all of our manufacturing locations to ensure the safety of our employees, including thermal scanning, using proper protective gear, making hand sanitizer widely available throughout the facilities and following social distancing guidelines. Additionally, we have implemented work-from-home policies for our employees that can work from home and have cancelled all non-essential travel. We have not had any operational disruption across our manufacturing and distribution facilities as the majority of our facilities have not been impacted by governmental closure orders and have been able to operate without disruption. There has been a slight increase in the level of absenteeism as our employees are taking intermittent leave in order to care for family members, however, this has not caused a significant disruption in our production.
As noted below in the discussion of our consolidated results, we have had strong results for the three months ended March 31, 2020, which has been driven by an increase in demand for our Skin Care, primarily Wet Ones, and our Feminine Care products, partially due to a change in consumer habits and increased pantry loading as a result of COVID-19. We expect to see continued strong demand for Wet Ones going forward. Due to the seasonality of our Sun Care products and the impact that stay at home measures may have on future travel and outdoor activities, we expect that there may be a decline in the demand for these products in the near term. The impact that COVID-19 may have on our customers, their cash flows and ability to operate is not fully known at this time. However, in some cases we have seen changes in payment patterns, requests for extended payment terms or reduction in customer operations, resulting in an increase in our bad debt expense for the three months ending March 31, 2020. As the duration and severity of the COVID-19 pandemic could continue to impact economic conditions which could impact consumer spending and demand, we will continue to closely monitor the impact that this has on our business and customers.
25


We continue to closely monitor our supply chain and to date have not experienced any issues securing key ingredients for our products. The duration and severity of COVID-19 could result in disruptions related to our key suppliers, however, the impact, timing and severity of potential disruptions cannot be reasonably estimated at this time.
We experienced increased volatility in foreign currency exchange rates and commodity prices in the three months ended March 31, 2020, which is largely due to the economic uncertainty from COVID-19 and the depreciation of certain foreign currencies against the U.S. dollar. We expect to see continued volatility in the foreign currency exchange rates; however, we cannot estimate the impact that this will have at this time.
We expect to maintain adequate liquidity during these uncertain times. As noted in “Liquidity and Capital Resources” below, COVID-19 has not had a significant impact on our liquidity, cash flows or capital resources, including our ability to enter into the Credit Agreement. We will continue to monitor the impact that COVID-19 has on our liquidity needs and the current economic market.

Significant Events
AcquisitionsDivestiture
On May 9,December 17, 2019, we announced that we have entered into a definitive Agreement and Plan of Merger (the “ Merger Agreement”) under which we will combine with Harry’s in a cash and stock transaction that values Harry’s at $1,370 (the “Merger”). Under the terms of the Merger Agreement and based on our closing share price on May 8, 2019, approximately 79% of the total value of the transaction will be paid in cash and 21% will be paid in shares of our common stock. The Merger has been approved by the Boards of Directors of both our Company and Harry’s and is expected to close by the end of the first quarter of the 2020 calendar year, subject to the satisfaction of customary closing conditions and receipt of regulatory clearances. We intend to finance the Merger through a combination of cash on our balance sheet, net new debt and equity. Bank of America Merrill Lynch has provided committed financing in connection with the Merger. The Merger of Edgewell and Harry’s brings together complementary capabilities to create a next-generation consumer products platform with an expansive runway for accelerated topline growth and enhanced value creation. We have incurred costs associated with the acquisition of Harry’s totaling $1.8 in the third quarter of fiscal 2019.
On March 1, 2018, we completed the acquisitionsale of Jack Black, a leading U.S. based luxury men’s skincare products company, for approximately $90.2, net of cash acquired. The acquisition will create opportunities to expand our personal care portfolio in growing categoriesInfant and Pet Care business included in the U.S.All Other segment for $122.5 which included consideration for providing services for up to one year under a transition services agreement. For further information on the divestiture of the Infant and globally, while nurturing the brand equity of Jack Black. The results of Jack Black for the post-acquisition period are included within our results since the acquisition date. ReferPet Care business, refer to Note 32 of our Notes to Condensed Consolidated Financial Statements for further discussion related to the acquisition of Jack Black.


Impairment
During the third quarter of fiscal 2019, we determined a triggering event had occurred as a result of a decline in our market capitalization after a decline in the Company’s share price during the quarter. We performed an interim impairment analysis using financial information through June 30, 2019 and forecasts for cash flows developed using our three-year strategic plan. The interim impairment review was performed on all long-lived assets, including definite lived intangibles, all reporting units, and indefinite-lived intangible assets. The results of the impairment review indicated the carrying value of the goodwill of the Wet Shave and Infant Care reporting units were greater than their respective fair values, resulting in a non-cash goodwill impairment of $358.0 and $29.0, respectively. Additionally, the carrying value of the Wet Ones and Diaper Genie trade names were greater than the fair values and resulted in non-cash impairments of the indefinite-lived intangible assets of $87.0 and $75.0, respectively. Refer to Note 7 of our Notes to Condensed Consolidated Financial Statements for further discussion on the interim impairment test. We will continue to evaluate the fair value of our reporting units and indefinite-lived intangible assets in the fourth quarter as a part of our annual impairment review on July 1.
Refer to additional discussion around goodwill and intangible asset valuation in our 2018 Annual Report.Statements.
Project Fuel
In February 2018, we announcedAs previously outlined, Project Fuel is an enterprise-wide transformational initiative that is designedwas launched in the second fiscal quarter of 2018 to address all aspects of our business and cost structure, simplifying and transforming theour organization, structure and key processes that will provide the necessary catalyst forprocesses. Project Fuel is facilitating further re-investment in the Company’sour growth objectivesstrategy while enabling us to achieve our desired future state operations.
InitialWe expect Project Fuel will generate $225 to $240 in total annual gross savings by the end of the 2021 fiscal year. It is expected that the savings generated will be used to fuel investments and brand building in strategic growth initiatives, offset anticipated operational cost headwinds from inflation and other rising input costs incurredand improve our overall profitability and cash flows. Project Fuel related savings were approximately $18 and $33 for the three and six months ended March 31, 2020, respectively, bringing cumulative savings to $170 for Project Fuel to date.
To implement the restructuring element of Project Fuel, we expect to incur one-time pre-tax charges of approximately $130 to $140 through the end of the 2021 fiscal year. Restructuring and related charges were $12.4 and $20.4 for the three and six months ended March 31, 2020, respectively, bringing cumulative charges to $115 for the project to date.
Capital expenditures for Project Fuel were related to efforts to fully define the scope$4.5 and reach of the project. In addition, the Company has incurred global severance costs related to the reduction of overhead. The Company has incurred costs and realized savings for Project Fuel in fiscal 2018 and$9.3 for the first ninethree and six months of fiscal 2019 and expects to incur additional costs and realize additional savings during the remainder of fiscal 2019 through fiscal 2021.ended March 31, 2020, respectively.
For further information on our restructuring projects, refer to Note 43 of Notes to Condensed Consolidated Financial Statements.
Feminine and Infant Care Evaluation Costs
In February 2019, we began exploring strategic alternatives for the Feminine Care and Infant Care businesses, including the potential sale of one or both businesses. We concluded our strategic review of the Feminine Care business and have elected to retain the business at this time and have determined that there is currently more opportunity for value creation and de-leveraging by retaining the business given improving business trends and outlook. We continue to explore strategic alternatives for the Infant Care business. We incurred $0.5 and $1.5 during the three and nine months ended June 30, 2019, respectively, of advisory expenses in connection with the evaluation of the Feminine and Infant Care businesses. The costs are related to consulting fees for the analysis of strategic alternatives of the Feminine and Infant Care businesses and are included in Selling, general and administrative expenses (“SG&A”) on the Condensed Consolidated Statement of Earnings.
Sun Care Reformulation Costs
As a result of discussions with one of our suppliers during the fourth quarter of fiscal 2018, we made certain supply chain and procurement decisions, including implementing a raw material substitution due to anticipated regulatory changes related to European Union Regulation (EC) No. 1907/2006 concerning the Registration, Evaluation, Authorization, and Restriction of Chemicals, establishing a European Chemical Agency (“REACH”), that affect the supply chain of select Sun Care products. To align with our raw material selection process, we chose to make these changes at that time, in advance of Sun Care season, to minimize potential impact to our distribution channels during the peak sales period. We incurred $1.0 and $1.5 in Sun Care reformulation costs during the three and nine months ending June 30, 2019, respectively, and expect to incur additional charges over the remainder of fiscal 2019 related to these supply chain decisions. The costs associated with the Sun Care reformulation are included in Costs of products sold on the Condensed Consolidated Statement of Earnings.
Sale of Playtex Gloves Business
On October 26, 2017, the Company finalized its sale of the Playtex gloves business to a household products company (the “Acquirer”) for $19.0. The sale was finalized on October 26, 2017. The sale provides the Acquirer with indefinite and exclusive worldwide rights to the Playtex trademark for gloves. The strategic sale of the Playtex gloves business allows the Company to better focus and utilize its resources on its other product lines. Total assets sold were $3.7, resulting in a pre-tax gain on sale of $15.3 in fiscal 2018. Refer to Note 3 of our Notes to Condensed Consolidated Financial Statements for further discussion related to the sale of the Playtex gloves business.


26


Executive Summary
The following is a summary of key results for the thirdsecond quarter and first ninesix months of fiscal 20192020 compared to the thirdsecond quarter and first ninesix months of fiscal 2018.2019. Net earnings and earnings per share (“EPS”) for the time periods presented were impacted by impairmentrestructuring charges, restructuring activities, Harry’s acquisition and integration planning costs, the gain on the disposition of the Infant and Pet Care business, Feminine and Infant Care evaluation costs, Sun Care reformulation costs, Jack Black acquisition and integration costs, investorlegal settlement expenses, the gain on the sale of the Playtex gloves business, the related tax impact from those costs, and the impact of the Tax Act, as described in the table below. The impact of these items on reported net earnings and EPS are provided as a reconciliation of net earnings and EPS to adjusted net earnings and adjusted diluted EPS, both of which are Non-GAAPnon-GAAP measures.

ThirdSecond Quarter of Fiscal 2019
Net sales in the third quarter of fiscal 2019 were $609.2, down 1.8% compared to the prior year quarter, inclusive of a 1.5% decline due to currency movements. Excluding the impact of currency movements, organic net sales decreased 0.3% primarily driven by declines in the Wet Shave and Feminine Care businesses, partly offset by growth in the Sun and Skin Care business.
Net loss in the third quarter of fiscal 2019 was $441.4 compared to net earnings of $12.1 in the prior year quarter. On an adjusted basis, as illustrated in the following table, net earnings for the third quarter of fiscal 2019 increased 23.0% to $60.5. The increase was primarily driven by lower advertising and promotional (“A&P”) and overhead spend partially offset by lower gross margins.
Net loss per diluted share during the third quarter of fiscal 2019 was $8.16 compared to net earnings per diluted share of $0.22 in the prior year quarter. On an adjusted basis, as illustrated in the following table, net earnings per diluted share during the third quarter of fiscal 2019 was $1.11 compared to $0.91 in the prior year quarter.
2020
 Quarter Ended June 30,
 Net Earnings Diluted EPS
 2019 2018 2019 2018
Net (Loss) Earnings and Diluted EPS - GAAP$(441.4) $12.1
 $(8.16) $0.22
Impairment charges549.0
 24.4
 10.14
 0.45
Restructuring and related costs (1)
8.9
 15.9
 0.17
 0.29
Harry’s acquisition and integration costs (2)
1.8
 
 0.03
 
Feminine and Infant Care evaluation costs (3)
0.5
 
 0.01
 
Sun Care reformulation costs (4)
1.0
 
 0.02
 
Jack Black acquisition and integration (5)
0.1
 2.3
 
 0.05
Sale of Playtex Gloves
 0.6
 
 0.01
Impact of dilutive shares (6)

 
 (0.01) 
Income taxes(59.4) (6.1) (1.09) (0.11)
Adjusted Net Earnings and Adjusted Diluted EPS - Non-GAAP$60.5
 $49.2
 $1.11
 $0.91
        
Weighted-average shares outstanding - Diluted    54.1
 54.1
(1)Restructuring costs associated with Project Fuel, an enterprise-wide transformational initiative that is designed to address all aspects of our business and cost structure, simplifying and transforming the organization, structure and key processes that will enable us to achieve our desired future state operations. Includes SG&A of $1.8 and $0.5 for the three months ended June 30, 2019 and 2018, respectively, associated with certain information technology enablement expenses for Project Fuel.
(2)Includes pre-tax SG&A of $1.8 for the three months ended June 30, 2019 for costs associated with the acquisition of Harry’s.
(3)Includes pre-tax SG&A of $0.5 for the three months ended June 30, 2019, associated with consulting costs for the Company to evaluate segments.
(4)Includes pre-tax Cost of products sold of $1.0 for the three months ended June 30, 2019, associated with supply chain changes on select Sun Care products.
(5)Includes pre-tax SG&A of $0.1 and $0.5 for the three months ended June 30, 2019 and 2018, respectively, for costs associated with the integration of the Jack Black acquisition. Additionally, acquisition and integration costs of $1.8 were included in Cost of products sold for the three months ended June 30, 2018.
(6)GAAP EPS was calculated using basic weighted average shares outstanding due to a net loss. Adjusted diluted EPS was calculated using diluted weighted average shares outstanding.

Net sales in the second quarter of fiscal 2020 were $523.0, down 4.3% compared to the prior year quarter, inclusive of a 5.8% decline from the sale of the Infant and Pet Care business and a 0.9% decline due to currency movements. Excluding the divestiture of the Infant and Pet Care business and currency movements, organic net sales increased 2.4% compared to the prior year quarter, due to growth in Sun and Skin Care and Feminine Care from increased volumes due to COVID-19, which was partially offset by declines in Wet Shave.
Net earnings in the second quarter of fiscal 2020 were $19.5 compared to $48.2 in the prior year quarter. On an adjusted basis, as illustrated in the following table, net earnings for the second quarter of fiscal 2020 decreased 18.0% to $50.4. The decline was partially driven by the sale of the Infant and Pet Care business. Additionally, the decline was impacted by lower gross margins from lower sales in Wet Shave and unfavorable foreign currency fluctuations increasing other expense.
Net earnings per diluted share during the second quarter of fiscal 2020 were $0.36 compared to $0.89 in the prior year quarter. On an adjusted basis, as illustrated in the following table, net earnings per diluted share during the second quarter of fiscal 2020 was $0.92 compared to $1.13 in the prior year quarter.
Quarter Ended March 31,
Net EarningsDiluted EPS
2020201920202019
Net Earnings and Diluted EPS — GAAP$19.5  $48.2  $0.36  $0.89  
Restructuring and related costs, net12.4  15.4  0.23  0.28  
Acquisition and integration planning costs25.5  0.5  0.47  0.01  
Gain on sale of Infant and Pet Care business1.1  —  0.02  —  
Feminine and Infant Care evaluation costs—  1.0  —  0.02  
Sun Care reformulation costs—  0.4  —  0.01  
Income taxes (1)
(8.1) (4.0) (0.16) (0.08) 
Adjusted Net Earnings and Adjusted Diluted EPS — Non-GAAP$50.4  $61.5  $0.92  $1.13  
Weighted-average shares outstanding — Diluted54.5  54.3  
(1)Includes Income tax expense for adjustments to Net Earnings and Diluted EPS — GAAP for fiscal 2020 and 2019.

First NineSix Months of Fiscal 20192020
Net sales for the first nine months of fiscal 2019 decreased 4.9% to $1,613.0, inclusive of a 1.0% increase as a result of the acquisition of Jack Black, a 0.1% decline from the sale of the Playtex gloves business, and a 1.5% decrease due to currency movements. Excluding the impact of the acquisition and currency movements, organic net sales decreased 4.3% in the first nine months of fiscal 2019 as compared to the prior year period, as a result of declines across all segments, particularly in the Wet Shave and Feminine Care businesses.
Net sales for the first six months of fiscal 2020 decreased 2.7% to $977.0, inclusive of a 3.3% decline from the sale of the Infant and Pet Care business and a 0.7% decline due to currency movements. Excluding the divestiture of the Infant and Pet Care business and currency movements, organic net sales increased 1.3% compared to the prior year period, due to growth in Sun and Skin Care and Feminine Care from increased volumes, which was partially offset by declines in Wet Shave.
Net earnings for the first six months of fiscal 2020 were $41.9 compared to $47.8 in the prior year. On an adjusted basis, as illustrated in the following table, net earnings for the first six months of fiscal 2020 decreased 1.7% to $80.3. The decline was partially driven by the sale of the Infant and Pet Care business. The decline was also impacted by lower net sales and gross margin and unfavorable currency, partially offset by lower advertising and promotion expense (“A&P”) and lower interest expense.
Net loss for the first nine months of fiscal 2019 was $393.6 as compared to net earnings of $83.9 in the prior year. On an adjusted basis, as illustrated in the following table, net earnings for the first nine months of fiscal 2019 increased 8.2% to $142.2. The increase in adjusted net earnings was the result of lower A&P and overhead expenses partially offset by lower net sales and decreased gross margin percentage.
Net loss per diluted share during the first nine months of fiscal 2019 was $7.27 compared to net earnings per diluted share of $1.54 in the prior year period. On an adjusted basis, as illustrated in the following table, net earnings per diluted share during the first nine months of fiscal 2019 were $2.62 compared to $2.41 in the prior year.
27


 Nine Months Ended June 30,
 Net Earnings Diluted EPS
 2019 2018 2019 2018
Net Loss and Diluted EPS - GAAP$(393.6) $83.9
 $(7.27) $1.54
Impairment charge549.0
 24.4
 10.14
 0.45
Restructuring and related costs (1)
42.8
 19.6
 0.79
 0.36
Harry’s acquisition and integration costs (2)
1.8
 
 0.03
 
Feminine and Infant Care evaluation costs (3)
1.5
 
 0.03
 
Sun Care reformulation costs (4)
1.5
 
 0.03
 
Jack Black acquisition and integration (5)
1.1
 4.9
 0.02
 0.09
Investor settlement expense (6)
0.9
 
 0.02
 
Gain on sale of Playtex gloves
 (15.3) 
 (0.28)
Impact of dilutive shares (7)

 
 (0.01) 
Income taxes (8)
(62.8) 13.9
 (1.16) 0.25
Adjusted Net Earnings and Adjusted Diluted EPS - Non-GAAP$142.2
 $131.4
 $2.62
 $2.41
        
Weighted-average shares outstanding - Diluted    54.1
 54.6
(1)Restructuring costs associated with Project Fuel includes SG&A of $5.1 and $0.5 for the nine months ended June 30, 2019 and 2018, respectively, associated with certain information technology enablement expenses.
(2)Includes pre-tax SG&A of $1.8 for the nine months ended June 30, 2019 for costs associated with the acquisition of Harry’s.
(3)Includes pre-tax SG&A of $1.5 for the nine months ended June 30, 2019, associated with consulting costs for the Company to evaluate segments.
(4)Includes pre-tax Cost of products sold of $1.5 for the nine months ended June 30, 2019, associated with supply chain changes on select Sun Care products.
(5)Includes pre-tax SG&A of $1.1 and $3.1 for the nine months ended June 30, 2019 and 2018, respectively, for costs associated with the integration of the Jack Black acquisition. Additionally, acquisition and integration costs of $1.8 were included in Cost of products sold for the nine months ended June 30, 2018.
(6)Includes pre-tax SG&A of $0.9 for the nine months ended June 30, 2019, associated with a settlement with an investor.
(7)GAAP EPS was calculated using basic weighted average shares outstanding due to a net loss. Adjusted diluted EPS was calculated using diluted weighted average shares outstanding.
(8)Includes Income tax expense of $4.7 in the first nine months of fiscal 2019 related to the fiscal 2018 one-time transition tax from the Tax Act. The impact of the Tax Act totaling $17.4 in Income tax expense for the first nine months of fiscal 2018 in addition to the tax impact of the other adjustments to Net Earnings and Diluted EPS - GAAP.

Net earnings per diluted share during the first six months of fiscal 2020 were $0.77 compared to $0.88 in the prior year period. On an adjusted basis, as illustrated in the following table, net earnings per diluted share during the first six months of fiscal 2020 were $1.47 compared to $1.50 in the prior year quarter.

Six Months Ended March 31,
Net EarningsDiluted EPS
2020201920202019
Net Earnings and Diluted EPS — GAAP$41.9  $47.8  $0.77  $0.88  
Restructuring and related costs, net20.4  33.9  0.37  0.62  
Acquisition and integration planning costs31.7  1.0  0.58  0.02  
Gain on sale of Infant and Pet Care business(4.1) —  (0.08) —  
Feminine and Infant Care evaluation costs0.3  1.0  0.01  0.02  
Legal settlement expenses—  0.9  —  0.02  
Sun Care reformulation costs—  0.5  —  0.01  
Income taxes (1)
(9.9) (3.4) (0.18) (0.07) 
Adjusted Net Earnings and Adjusted Diluted EPS — Non-GAAP$80.3  $81.7  $1.47  $1.50  
Weighted-average shares outstanding — Diluted54.5  54.3  

(1)Includes Income tax expense for adjustments to Net Earnings and Diluted EPS — GAAP for fiscal 2020 and 2019. Additionally, the six months ended March 31, 2019 was impacted $4.7 as a result of the transition tax from the Tax Act.
Operating Results
The following table presents changes in net sales for the thirdsecond quarter and first ninesix months of fiscal 2019,2020, as compared to the corresponding periodsperiod in fiscal 2018,2019, and provides a reconciliation of organic net sales to reported amounts.

Net Sales
Net Sales - Total Company       Net Sales - Total Company
Quarter and Nine Months Ended June 30, 2019       
Period Ended March 31, 2020Period Ended March 31, 2020
Q3 % Chg Nine Months %ChgQ2% ChgSix Months% Chg
Net sales - prior year$620.6
   $1,697.0
  Net sales - prior year$546.7  $1,003.8  
Organic(1.9) (0.3)% (72.2) (4.3)%Organic13.0  2.4 %13.0  1.3 %
Impact of Jack Black acquisition
  % 17.1
 1.0 %
Impact of Playtex gloves sale
  % (1.0) (0.1)%
Impact of Infant and Pet Care divestitureImpact of Infant and Pet Care divestiture(31.7) (5.8)%(32.7) (3.3)%
Impact of currency(9.5) (1.5)% (27.9) (1.5)%Impact of currency(5.0) (0.9)%(7.1) (0.7)%
Net sales - current year$609.2
 (1.8)% $1,613.0
 (4.9)%Net sales - current year$523.0  (4.3)%$977.0  (2.7)%
For the thirdsecond quarter of fiscal 2019,2020, net sales were $609.2,$523.0, a 1.8%4.3% decrease when compared with the prior year quarter.period. Excluding the impact of the Infant and Pet Care business divestiture and currency movements, organic net sales decreased 0.3% driven by declines inincreased 2.4% versus the Wet Shave and Feminine Care businesses, partly offset by increased organic sales in the Sun and Skin Care business.prior year period. Organic net sales declinedgrowth in North Americathe quarter was largely driven by 2.7% while Internationalincreases in sales of Feminine Care and Wet Ones products, partly attributable to COVID-19. Excluding the COVID-19 related increases, organic net sales grew 4.2%. Lower sales in North America were driven by declines in Wet Shave, due to distribution losses, lower pricing and an unfavorable comparison togrowth was flat with the prior year launch of Intuition f.a.b.®, partly offset by growth in Sunperiod and Skin Care. Sun and Skin Care growth reflected favorable timing of promotions and returns and the benefit from the shift in timing of the Easter holiday, offset by lower volumes, which were impacted by lower consumption rates, due to unfavorable weather across most markets. In International markets, organic sales increased in Wet Shave, benefiting from a favorable comparison to prior year sales in Japan, and in Sun and Skin Care, driven by strong Bulldog sales.consistent with recent trends.
For the first ninesix months of fiscal 2019,2020, net sales decreased 4.9%2.7%. Excluding the impact of the acquisition of Jack Black, the Playtex gloves sale,Infant and Pet Care business divestiture and currency movements, organic net sales decreased 4.3%increased 1.3% versus the prior year period. From a geographic perspective, organic net sales in North America declined 6.1%grew 3.1% while International organic net sales decreased 1.1%1.4%. The decline in organic net sales was across all segmentsGrowth in North America was driven by Skin Care and Feminine Care while the declines in International markets were driven by lower Wet Shave mainly in Europe, driven by competitive pressure in key retailers and the anniversary of prior year product launches and promotions.volumes.
For further discussion regarding net sales, including a summary of reported versus organic changes, see “Segment Results.”

28


Gross Profit
Gross profit was $292.2$243.0 during the thirdsecond quarter of fiscal 2019,2020, as compared to $301.7$250.9 in the prior year period. Gross margin as a percent of net sales for the thirdsecond quarter of fiscal 20192020 was 48.0%46.5%, representing a 60 basis60-basis point declineincrease over the prior year gross margin percentage of 48.6%45.9%. Excluding $1.0the impact of the Infant and Pet Care business divestiture, currency and supply chain costs associated with COVID-19, gross margin percentage increased 50 basis points compared to the prior year period. The increase was a result of favorable Sun Care reformulation, gross margin as a percentpricing and lower cost of net sales was 48.1%. The decline was driven primarilygoods sold, partly offset by unfavorable price mix due to increased price and trade investments, mostly in Wet Shave, unfavorable cost mix due to rising energy costs and maintenance spend and lower absorption rates from lower volumes across Sun and Skin Care and Feminine Care.volume mix.
Gross profit was $736.6$436.1 during the first ninesix months of fiscal 2019,2020, as compared to $802.1$444.4 in the prior year period. Gross margin as a percent of net sales for the first ninesix months of fiscal 2019 was 45.7%44.6%down 160up 30 basis points as compared to the prior year period. Excluding $1.5 of costs associated withThe improvement compared to the Sun Care reformulation, gross margin as a percent of net salesprior year period was 45.8%. A portion of the decline was a result of unfavorable price mix from price decreases for Wet Shave and Feminine Care in North America partially offset byprimarily related to favorable Sun and Skin Care returns. Gross margin was also impacted by lower volumes in Wet Shave due to competitive pressures, as well as unfavorable cost mix in Wet Shave and All OtherFeminine Care. Lower volumes in Wet Shave negatively impacted gross margin. Additionally, the gross margin percentage was favorably impacted by the divestiture of the Infant and Pet Care business, which was partially offset by improvements in Sun and Skin Care and in Feminine Care.had lower margins.

Selling, General and Administrative Expense
SG&A was $94.8$121.5 in the thirdsecond quarter of fiscal 2019,2020, or 15.6%23.2% of net sales, as compared to $101.3 in the prior year period, or 16.3% of net sales. The operational improvement in SG&A was largely driven by Project Fuel savings and lower equity compensation expense.


SG&A was $280.2 in the first nine months of fiscal 2019, or 17.4% of net sales, as compared to $303.5$98.1 in the prior year period, or 17.9% of net sales. Excluding SG&A associated with acquisitions and integration planning, Project Fuel, and the divestiture of the Infant and Pet Care business, SG&A as a percent of net sales decreased by 10 basis points to 16.9% of net sales. The operational improvementdecrease in SG&A as a percent of sales was largely driven by savings generated through our Project Fuel,the cycling of higher temporary personnel costs in the prior year period, lower compensation expense this period and Project Fuel savings, mostly offset by an increase in the bad debt reserve.
SG&A was $216.5 in the first six months of fiscal 2020, or 22.2% of net sales, as compared to $185.4 in the prior year one-time expenses suchperiod, or 18.5% of net sales. Excluding SG&A costs associated with acquisition and integration planning, Project Fuel, the divestiture of the Infant and Pet Care business, and the impact of foreign currency, SG&A as severance and asset write offs. These savingsa percent of net sales was flat compared to the six months ended March 31, 2019, respectively, as lower compensation costs were offset by an increase in part by higher e-commerce investments.the bad debt reserve.

Advertising and Sales Promotion Expense
For the thirdsecond quarter of fiscal 2019,2020, A&P was $91.8,$47.0, down $13.5$0.9 compared to the prior year period. A&P spending as a percent of net sales was 9.0%, compared to 8.8% in the prior year period. The decline was partially due to the impact of the divestiture of the Infant and Pet Care business, which represented A&P expense of $2.2 million in the second quarter of fiscal 2019. Excluding the impact from the Infant and Pet Care business divestiture, A&P spending increased slightly compared to the prior year period, despite a significant pull back to forecast spending in the month of March as a result of COVID-19.
For the first six months of fiscal 2020, A&P was $88.1, down $11.4 as compared to the prior year period. A&P as a percent of net sales was 15.1%9.0%, as compared to 17.0%9.9% in the prior year period. The decreasedecline in A&P was primarily drivenrelated to the sale of the Infant and Pet Care business, lowering A&P spend by lower spending$2.7. Additionally, the decline in A&P was partially related to declines in Wet Shave, primarily in Men’s Systems and Feminine Care as comparedacross all product types, which were offset in part by increased spend related to prior year due to a decrease in new product releasesSun and a shift in spend to trade spend this fiscal quarter.
For the first nine months of fiscal 2019, A&P was $191.3, down $38.6 as compared to the prior year period. A&P as a percent of net sales was 11.9%, as compared to 13.5% in the prior year period. The decrease in A&P was primarily driven by lower spending in Wet Shave and Feminine Care as compared to prior year due to a decrease in new product releases and a shift in spend to trade spend this fiscal quarter. The Company had increased A&P spend for the Skin Care and Grooming brands including Bulldog, Hydro grooming, and Jack Black, as well as o.b.® tampons to support a new product launch.Bulldog, Wet Ones and the Sun Care brands.

Research and Development Expense
Research and development expense (“R&D”) for the thirdsecond quarter of fiscal 20192020 was $12.9,$13.9, compared to $14.9$14.0 in the prior year period. As a percent of net sales, R&D was 2.1%2.7% in the thirdsecond quarter of fiscal 20192020 compared to 2.4%2.6% in the prior year period. The reduction in R&D as a percent of sales compared to the prior year is primarily driven by timing of spend and product development and reduced headcount.
R&D for the first ninesix months of fiscal 20192020 was $39.5,$27.7, compared to $46.5$26.6 in the prior year period. As a percent of net sales, R&D declined 30increased 20 basis points to 2.4%2.8% in the first ninesix months of fiscal 20192020 from 2.7%2.6% in the prior year. The reductionincrease in R&D as a percent of net sales compared to the prior year iswas primarily driven by timingincremental investments in resources and capabilities in support of spendthe Company’s focus on innovation and product development primarily in the Sun and reduced headcount.Skin Care segment.

29


Interest Expense Associated with Debt
Interest expense associated with debt for the thirdsecond quarter of fiscal 20192020 was $15.6 compared to $16.5 in$13.9, a decrease from the prior year quarter.period of $16.4. For the first ninesix months of fiscal 2019,2020, interest expense was $48.0$28.2 compared to $52.5$32.4 in the prior year period. The decline in interest expense was the result of lower average outstanding debt comparedprimarily related to the prior year.$185 term loan due April 2019 that was repaid in the second quarter of fiscal 2019. Additionally, there were no borrowings under the Prior Revolving Credit Facility as of March 31, 2020.

Other Expense (Income), Net
Other expense (income), net was $2.7$10.9 of expense in the thirdsecond quarter of fiscal 20192020 compared to $1.9income of $2.7 in the prior year period. Other expense (income), net was $1.3an expense of $9.3 during the first ninesix months of fiscal 2019,2020 compared to $1.2income of $1.4 during the first ninesix months of fiscal 2018. Both periods reflect2019. The increase in expense this quarter was largely related to the reclassificationsignificant devaluation of local currencies in several key countries in Latin America, Asia and Central Europe against the pension credit from CostU.S. dollar and the resulting revaluation of products sold and SG&A to Other expense, net. The impact of the pension benefit was $0.6 and $1.8 in the third quarter and first nine months of fiscal 2019, respectively. The impact of the pension benefit was $1.6 and $5.1 in the third quarter and first nine months of fiscal 2018. The remaining activity was related tobalance sheet exposures, only partially offset by foreign currency exchange contract gains and losses and the revaluation of non-functional currency balance sheet exposures.gains.

Income Tax Provision
The effective tax rate for the first ninesix months of fiscal 20192020 was 4.1%27.4% compared to 40.2%33.0% in the prior year period. The effective tax rate forincludes the first nine months of fiscal 2019 includes a $549.0 impairment of goodwill and intangible assets, a portion of which are non-deductible, resulting in a lower tax benefit on a net loss. The rate was also unfavorably impacted by a $4.7 net transitional charge resulting from the enactmentunfavorable impact of the Tax Act.disposition of the Infant and Pet Care business in the current year. The effective tax rate for the prior period includes a $17.4 increase inis higher primarily due to $4.7 of tax expense related to net charges from the Tax Act.Act as well as the unfavorable impact of $33.9 of restructuring and other related costs in lower tax rate jurisdictions and unfavorable tax adjustments, including the share-based payment guidance. Excluding the tax impact of impairment charges, restructuring charges, Harry’s acquisition costs, advisory expenses incurred in connection with the evaluation of the Feminine Care and Infant Care businesses, Sun Care reformulation charges, Jack Black acquisition and integration planning costs, investor settlement expenses, the impact of the Tax Act, andgain on the disposition of the Playtex glovesInfant and Pet Care business, Feminine and Infant Care evaluation costs, and legal settlement expenses, the adjusted effective tax rate was 24.4%24.2% and 24.9% for the first ninesix months of fiscal 20192020 and fiscal 2018. The adjusted effective tax rate for fiscal 2019, is expected to be in the range of 23.5% to 25.5%; however, bothrespectively. Both the effective tax rate and the adjusted effective tax rate are dependent upon the mix of earnings in various tax jurisdictions.


The following table presents a reconciliation of the adjusted effective tax rate, which is a Non-GAAPnon-GAAP measure:
Six Months Ended March 31, 2020Six Months Ended March 31, 2019
Reported
Adjustments (1)
Adjusted
(Non-GAAP)
Reported
Adjustments (1)
Adjusted
(Non-GAAP)
Earnings before income taxes57.8  $48.3  $106.1  71.3  $37.3  $108.6  
Income tax provision15.9  9.9  25.8  23.5  3.4  26.9  
Net earnings$41.9  $38.4  $80.3  $47.8  $33.9  $81.7  
Effective tax rate27.4 %33.0 %
Adjusted effective tax rate24.2 %24.9 %
 Nine Months Ended June 30, 2019 Nine Months Ended June 30, 2018
 Reported 
Adjustments (1)
 
Adjusted
(Non-GAAP)
 Reported 
Adjustments (1)
 
Adjusted
(Non-GAAP)
(Loss) earnings before income taxes(410.4) $598.6
 $188.2
 140.3
 $33.6
 $173.9
Income tax (benefit) provision(16.8) 62.8
 46.0
 56.4
 (13.9) 42.5
Net (loss) earnings$(393.6) $535.8
 $142.2
 $83.9
 $47.5
 $131.4
            
Effective tax rate4.1%     40.2%    
Adjusted effective tax rate    24.4%     24.4%
(1)(1)Includes adjustments for the impact of the Tax Act, impairment charges, restructuring charges, Harry’s acquisition costs, Feminine and Infant Care evaluation costs, Sun Care reformulation charges, Jack Black acquisition and integration costs, investor settlement expense, and the gain on sale of the Playtex gloves business. See reconciliation of net earnings to adjusted net earnings.
Savings Initiatives
We expect Project Fuel will generate $225 to $240 in total annual gross savings by the end of the 2021 fiscal year. It is expected thatTax Act, restructuring charges, acquisition and integration planning costs, the savings generated will be used to fuel investmentsgain on the divestiture of the Infant and brand building in strategic growth initiatives, offset anticipated operational headwinds from inflationPet Care business, Feminine and other rising inputInfant Care evaluation costs, and improve our overall profitability and cash flow.legal settlement expense. See reconciliation of net earnings to adjusted net earnings.
To implement the restructuring element of Project Fuel, we estimated one-time pre-tax charges to be approximately $130 to $140, with an additional capital investment of $60 to $70 through the end of fiscal year 2021.
Project Fuel restructuring charges were $8.9 and $42.8 for the three and nine months ended June 30, 2019, respectively, bringing cumulative Project Fuel restructuring charges to $82.7. Project Fuel restructuring charges totaled $15.9 and $19.6 for the three and nine months ended June 30, 2018, respectively. Additionally, capital expenditures for Project Fuel were $9.5 and $22.4 for the three and nine months ended June 30, 2019, respectively, bringing cumulative capital expenditures for Project Fuel to $24.7. Project Fuel related savings were approximately $33 and $85 for the three and nine months ending June 30, 2019, respectively, bringing cumulative savings to approximately $100.
For further information on our restructuring projects, refer to Note 4 of Notes to Condensed Consolidated Financial Statements.

Segment Results
The following tables present changes in segment net sales and segment profit for the thirdsecond quarter and first ninesix months of fiscal 2019,2020, compared to the corresponding period in fiscal 2018,2019, and provide a reconciliation of organic segment net sales and organic segment profit to reported amounts. For a reconciliation of segment profit to Earnings before income taxes, refer to Note 1514 of Notes to Condensed Consolidated Financial Statements.

Our operating model includes some shared business functions across the segments, including product warehousing and distribution, transaction processing functions and, in most cases, a combined sales force and management teams. We apply a fully allocated cost basis, in which shared business functions are allocated between the segments. As a result of the divestiture of the Infant and Pet Care business, some shared costs which were previously allocated to the All Other segment are now being allocated to the Wet Shave, Sun and Skin Care and Feminine Care segments, with the largest impact to Wet Shave, as noted in the discussion below.
30


Net Sales - Wet Shave       
Quarter and Nine Months Ended June 30, 2019       
 Q3 % Chg Nine Months % Chg
Net sales - prior year$341.1
   $980.4
  
Organic(5.8) (1.7)% (48.7) (5.0)%
Impact of currency(7.6) (2.2)% (21.9) (2.2)%
Net sales - current year$327.7
 (3.9)% $909.8
 (7.2)%
Wet Shave
Net Sales - Wet Shave
Period Ended March 31, 2020
Q2% ChgSix Months% Chg
Net sales - prior year$294.4  $582.1  
Organic(10.2) (3.5)%(19.6) (3.4)%
Impact of currency(3.7) (1.2)%(5.0) (0.8)%
Net sales - current year$280.5  (4.7)%$557.5  (4.2)%
Wet Shave net sales for the thirdsecond quarter of fiscal 20192020 decreased 3.9%4.7%, inclusive of a 2.2%1.2% decline due to currency movements. Excluding the impact of currency movements, organic net sales decreased $5.8,$10.2, or 1.7%3.5%, as compared to the prior year, asprimarily driven by volume growth, primarilydeclines in Asia Pacific, was more than offset by the impact of lower pricingMen's Systems and unfavorable productprice mix in North America. Total international organic net sales increased 4.9%,disposables with growth in Men's and Women's System's and Disposables, and was largely attributable to Japan and the comparison to the prior year period which included significant inventory reductions.flat volumes. By region, North America organic net sales declined 8.9% reflecting on-going competitive intensity, cyclingdecreased 3.4% while International markets decreased 3.6%, in large part due to COVID-19 related impacts across many parts of the prior year period's launch of Intuition f.a.b. and Hydro Sense®, and the impact of lower pricing on our Men's and Women's Systems products.


Asia.
Wet Shave net sales for the first ninesix months of fiscal 20192020 decreased 7.2%4.2%, inclusive of a 2.2%0.8% decline due to currency movements. Excluding the impact of currency movements, organic net sales decreased $48.7,$19.6, or 5.0%3.4%. The decline in organic net sales was driven by Men’s Systems and Disposables partially offset by slight gains in Women’s Systems and Shave Preps. North America organic net sales was down 9.1%3.2%, while International organic net sales decreased 1.4%3.6%. VolumesMen's Systems volumes declined in North America across Men’s and Women’s Systems and Disposables due to competitive pressures in the Men’slower consumption and Disposables category, and the impact of the launch of Intuition f.a.b. in the prior year for Women’s systems.competition. Additionally, North America experienced unfavorable price mix caused by a price decreaseincreased promotional spend primarily in Men’s and Women’s Systems. InternationalDisposables. Asia Pacific declined nearly 7.0% with lower volumes increased in Women’s Systems and Disposables, while Men’s Systems had declines across all markets. Internationally, unfavorable price mix was caused by increased trade spend in Men’s Systems and Disposables.partially attributable to COVID-19.
Segment Profit - Wet Shave       Segment Profit - Wet Shave
Quarter and Nine Months Ended June 30, 2019       
Period Ended March 31, 2020Period Ended March 31, 2020
Q3 % Chg Nine Months % ChgQ2% ChgSix Months% Chg
Segment profit - prior year$55.0
   $177.6
  Segment profit - prior year$55.7  $110.7  
Organic0.8
 1.5 % (7.7) (4.3)%Organic(10.2) (18.3)%(12.2) (11.0)%
Impact of currency(1.7) (3.1)% (5.1) (2.9)%Impact of currency(1.0) (1.8)%(1.1) (1.0)%
Segment profit - current year$54.1
 (1.6)% $164.8
 (7.2)%Segment profit - current year$44.5  (20.1)%$97.4  (12.0)%
Wet Shave segment profit for the thirdsecond quarter of fiscal 20192020 was $54.1,$44.5, down $0.9,$11.2, or 1.6%, inclusive of the impact of currency movements. Excluding the impact of currency movements, organic segment profit increased $0.8, or 1.5%, as lower spending and realized Project Fuel savings more than offset the impact of unfavorable pricing related to a price decrease in North America and higher product costs.
Wet Shave segment profit for the first nine months of fiscal 2019 was $164.8, down $12.8 or 7.2%20.1%, inclusive of the impact of currency movements. Excluding the impact of currency movements, organic segment profit decreased $7.7,$10.2, or 4.3%18.3%, driven by lower volumes and unfavorable pricing, as well as higher SG&A due to the reallocation of overhead spending resulting from the Infant and Pet Care business divestiture.
Wet Shave segment profit for the first six months of fiscal 2020 was $97.4, down $13.3 or 12.0%, inclusive of the impact of currency movements. Excluding the impact of currency movements, organic segment profit decreased $12.2, or 11.0%, primarily due to lower sales volumes across all categories in North America, and Men’s systemsSystems in International markets.Asia Pacific, partially attributable to COVID-19. Unfavorable price mix was the result of price decreasesincreased trade spend in North America and Europe and increased promotional investments in Asia Pacific. Unfavorable cost mix resulted from product mix, higher warehousing and distribution costs in Europe, and higher energy and maintenance spend.America. The gross margin declines were partially offset by lower A&P and overheads in support of the Wet Shave segment across all brands.

Sun and Skin Care
Sun and Skin Care segment net sales and segment profit are affected by the seasonality of Sun Caresun care products. As a result, segment net sales and segment profit historically have been higher in the second and third quarters of the fiscal year. Net Sales and Operating Profit for manicure kits were reclassified to Sun and Skin Care for both the current and prior year periods as these products were not a part of the divestiture. The impact of recasting the prior period segment information was not material.
Net Sales - Sun and Skin Care
Period Ended March 31, 2020
Q2% ChgSix Months% Chg
Net sales - prior year$146.0  $213.4  
Organic12.7  8.7 %21.1  9.9 %
Impact of currency(1.2) (0.8)%(1.9) (0.9)%
Net sales - current year$157.5  7.9 %$232.6  9.0 %
31

Net Sales - Sun and Skin Care       
Quarter and Nine Months Ended June 30, 2019       
 Q3 % Chg Nine Months % Chg
Net sales - prior year$162.8
   $374.2
  
Organic7.0
 4.3 % (5.4) (1.4)%
Impact of Jack Black acquisition
  % 17.1
 4.6 %
Impact of Playtex gloves disposition
  % (1.0) (0.3)%
Impact of currency(1.4) (0.9)% (4.6) (1.3)%
Net sales - current year$168.4
 3.4 % $380.3
 1.6 %

Sun and Skin Care net sales for the thirdsecond quarter of fiscal 20192020 increased 3.4%7.9%, inclusive of a 0.8% decline due to currency movements. Excluding the impact of currency movements, organic net sales increased $12.7, or 8.7%, primarily driven by significant volume growth in Wet Ones in North America from increased consumer demand, partially related to COVID-19. Men's Grooming organic net sales increased 10%, while Sun Care sales were flat in the quarter.
Sun and Skin Care net sales for the first six months of fiscal 2020 increased 9.0%, inclusive of a 0.9% decline due to currency movements. Excluding the impact of currency movements, organic net sales increased $7.0,$21.1, or 4.3% driven by growth in9.9%, with gains across all geographic regions with the exception of Asia Pacific. North America organic net sales increased 5.0%,product lines as the expected shift in phasing of sales to this fiscal quarter due to the later Easter holiday this year, as well as lower returns this fiscal quarter, more than offset the impact of weaker category consumption trends related largely to unfavorable early season weather. Organic net sales in International markets increased 1.8%, driven by growth in theWet Ones, Bulldog, Jack Black, and Hawaiian Tropic all had increased sales volumes. Growth in Wet Ones and Bulldog brands.
Sun and Skin Care net sales for the first nine months of fiscal 2019 increased 1.6%, inclusive of a 4.6% increase due to the acquisition of Jack Black, a 0.3% decline due to the Playtex gloves sale, and a 1.3% decline due to currency movements. Excluding the impact of acquisitions, the Playtex gloves sale and currency movements, organic net sales decreased $5.4, or 1.4%, with volume declinesMen’s Grooming products were primarily in North America Sun Care impacted by the Sun Care reformulation project. International Sun Care volume declines were more than offset by increased Bulldog sales. Sun Care had favorable price mix related to favorable returns compared to same periodand Europe, while Hawaiian Tropic growth was primarily in the prior year and timing of promotions.Asia Pacific through expansion in Oceania.


Segment Profit - Sun and Skin Care       Segment Profit - Sun and Skin Care
Quarter and Nine Months Ended June 30, 2019       
Period Ended March 31, 2020Period Ended March 31, 2020
Q3 % Chg Nine Months % ChgQ2% ChgSix Months% Chg
Segment profit - prior year$33.9
   $76.3
  Segment profit - prior year$40.7  $40.3  
Organic8.5
 25.1 % 1.2
 1.6 %Organic4.3  10.6 %4.9  12.2 %
Impact of Jack Black acquisition
  % 5.3
 6.9 %
Impact of Playtex gloves disposition
  % (0.3) (0.4)%
Impact of currency(0.2) (0.6)% (0.4) (0.5)%Impact of currency(0.7) (1.8)%(0.8) (2.0)%
Segment profit - current year$42.2
 24.5 % $82.1
 7.6 %Segment profit - current year$44.3  8.8 %$44.4  10.2 %
Segment profit for the thirdsecond quarter of fiscal 20192020 was $42.2,$44.3, an increase of $8.3$3.6, or 24.5%8.8%, compared to the prior year quarter, inclusive of the impact of currency movements. Excluding the impact of currency movements, organic segment profit increased $8.5,$4.3, or 25.1%10.6%, as the benefitdriven by higher gross profit from lower product returnsincreased volumes related to Wet Ones in North America and lower product costs more thanHawaiian Tropic in Asia. These increases were offset the impact of higherby increased A&P spendingspend in grooming.support of Jack Black and Bulldog grooming products.
Segment profit for the first ninesix months of fiscal 20192020 was $82.1,$44.4, an increase of $5.8$4.1, or 7.6%10.2%, inclusive of the impact of the Jack Black acquisition, the Playtex gloves sale, and currency movements. Excluding the impact of the Jack Black acquisition, the Playtex gloves sale, and currency movements, organic segment profit increased $1.2,$4.9, or 1.6%12.2%, driven primarily by gross margin improvements from favorable price mix and cost mix for Sun Care products, partiallyincreased sales volumes of Wet Ones products. Outside of Wet Ones, the remaining brands maintained flat operating profits as growth in Hawaiian Tropic was offset by volume declines. A&PBanana Boat and overheads increased as a result of increased support forthe Grooming products including Bulldog and Hydro Grooming.

brands continued to reinvest earnings in promotional spending.

Feminine Care
Net Sales - Feminine Care       Net Sales - Feminine Care
Quarter and Nine Months Ended June 30, 2019       
Period Ended March 31, 2020Period Ended March 31, 2020
Q3 % Chg Nine Months % ChgQ2% ChgSix Months% Chg
Net sales - prior year$84.1
   $247.0
  Net sales - prior year$74.6  $149.3  
Organic(2.9) (3.4)% (16.1) (6.5)%Organic10.5  14.0 %11.0  7.3 %
Impact of currency(0.3) (0.4)% (0.7) (0.3)%Impact of currency(0.1) (0.1)%(0.2) (0.1)%
Net sales - current year$80.9
 (3.8)% $230.2
 (6.8)%Net sales - current year$85.0  13.9 %$160.1  7.2 %
Feminine Care net sales for the thirdsecond quarter of fiscal 2019 decreased $3.2,2020 increased $10.4, or 3.8%13.9%, inclusive of a 0.4%0.1% decline due to the impact of currency movements. Feminine Care net sales for the first six months of fiscal 2020 increased $10.8, or 7.2%, inclusive of a 0.1% decline due to the impact of currency movements. Excluding the impact of currency movements, organic net sales decreased 3.4%,increased 14.0% and 7.3% for the three and six months ended March 31, 2020, largely driven by volume declines across all lines, with the exception ofgrowth in o.b. tampons, which benefited, Sport Tampons, Carefree Liners and Stayfree Pads, related to a consumer stock up due to the launch of organic o.b. tampons, and Carefree® liners. Price mix was unfavorable due to increased trade spend.COVID-19.
Feminine Care net sales for the first nine months of fiscal 2019 decreased $16.8, or 6.8%, inclusive of a 0.3% decline due to the impact of currency movements. Excluding the impact of currency movements, organic net sales decreased 6.5% driven by volume declines in Playtex Gentle Glide® branded tampons and Stayfree® branded pads, partially offset by growth in Playtex Sport and o.b. tampons. Price mix was unfavorable due to increased trade spend investment.
Segment Profit - Feminine Care       Segment Profit - Feminine Care
Quarter and Nine Months Ended June 30, 2019       
Period Ended March 31, 2020Period Ended March 31, 2020
Q3 %Chg Nine Months % ChgQ2%ChgSix Months%Chg
Segment profit - prior year$11.0
   $25.7
  Segment profit - prior year$13.7  $21.2  
Organic4.7
 42.7 % 11.5
 44.7 %Organic4.5  32.8 %10.1  47.6 %
Impact of currency(0.2) (1.7)% (0.5) (1.9)%Impact of currency0.1  0.7 %0.1  0.5 %
Segment profit - current year$15.5
 41.0 % $36.7
 42.8 %Segment profit - current year$18.3  33.5 %$31.4  48.1 %
Feminine Care segment profit for the thirdsecond quarter of fiscal 20192020 was $15.5,$18.3, an increase of $4.5,$4.6, or 41.0%, inclusive of a 1.7% decline33.5%. The increase was driven by increased volumes and favorable price mix, partly offset by higher SG&A due to the impactreallocation of currency movements. Excluding the impact of currency movements, organic segment profit increased $4.7, or 42.7%, driven by lower A&Poverhead spending resulting from a shift to trade promotion spending,the Infant and lower product costs.Pet Care business divestiture.
32


Feminine Care segment profit for the first ninesix months of fiscal 20192020 was $36.7,$31.4, an increase of $11.0,$10.2, or 42.8%48.1%, inclusive of a decrease of 1.9% for currency movements. The decline was primarily due to lower A&P related to a shift to higher trade spend,sales volumes and favorable cost mix due to lower materials and warehouse and distribution costs. Additionally, the increase was driven by favorable production volumes,lower A&P in tampons and lower overheads.pads. These gains were partially offset by lower gross margins including volume declineshigher overhead spending.

All Other
The Infant and Pet Care business divestiture completed in Playtex Gentle Glide tampons and Stayfree pads, and unfavorable price mix fromDecember 2019 disposed of the shift to increased trade spend.



All Other
Net Sales - All Other       
Quarter and Nine Months Ended June 30, 2019       
 Q3 %Chg Nine Months % Chg
Net sales - prior year$32.6
   $95.4
  
Organic(0.2) (0.6)% (2.0) (2.1)%
Impact of currency(0.2) (0.6)% (0.7) (0.7)%
Net sales - current year$32.2
 (1.2)% $92.7
 (2.8)%
entirety of operations of the All Other net salessegment. Net Sales and Operating Profit for the third quarter of fiscal 2019 decreased 1.2%, inclusive of a 0.6% decline fromCompany’s manicure kits were reclassified to Sun and Skin Care for both the impact of currency movements.Excluding the impact of currency movements, organic net sales decreased 0.6% compared to thecurrent and prior year quarter as sales increased in Diaper Genie® and cups and mealtime products related toperiods. The results below represent segment performance through the Paw Patrol® launch which were more than offset by declines in Pet Care.date of divestiture.
Net Sales - All Other
Period Ended March 31, 2020
Q2%ChgSix Months%Chg
Net sales - prior year$31.7  $59.0  
Organic—  — %0.5  0.8 %
Impact of divestiture(31.7) (100.0)%(32.7) (55.4)%
Impact of currency—  — %—  — %
Net sales - current year$—  (100.0)%$26.8  (54.6)%
All Other net sales for the first ninesix months of fiscal 20192020 decreased 2.8%, inclusive of a 0.7% decline due to the impact of currency movements.54.6%. Excluding the impact of currency movements,the divestiture, organic net sales decreased $2.0increased $0.5 or 2.1%, as declines in volumes of Diaper Genie and infant bottles and unfavorable price mix from Pet Care products were partially offset by growth in infant cups and mealtime products.0.8%.
Segment Profit - All Other       
Quarter and Nine Months Ended June 30, 2019       
 Q3 %Chg Nine Months % Chg
Segment profit - prior year$5.4
   $16.8
  
Organic(1.7) (31.5)% (5.6) (33.3)%
Impact of currency(0.1) (1.8)% (0.4) (2.4)%
     Segment profit - current year$3.6
 (33.3)% $10.8
 (35.7)%
All Other segment profit for the third quarter of fiscal 2019 was $3.6, a decrease of $1.8, or 33.3%, inclusive of a decrease of 1.8% for currency movements. The decline is driven primarily by unfavorable product mix of Diaper Genie products and higher product costs.
Segment Profit - All Other
Period Ended March 31, 2020
Q2%ChgSix Months%Chg
Segment profit - prior year$5.8  $6.8  
Organic—  — %0.5  7.4 %
Impact of divestiture(5.8) (100.0)%(4.2) (61.8)%
Impact of currency—  — %—  — %
     Segment profit - current year$—  (100.0)%$3.1  (54.4)%
All Other segment profit for the first ninesix months of fiscal 20192020 was $10.8,$3.1, a decrease of $6.0$3.7 or 35.7%54.4%, compared to the prior year period, inclusive of a 2.4% decline due to the impact of currency movements.period. Excluding the impact of currency movements,the divestiture, organic segment profit decreased 33.3%, primarily due to unfavorable cost mix from higher materials and warehousing and distribution costs, and unfavorable product mix. These declines were partially offset by lower A&P and overheads in support of the All Other segment.increased 7.4%.

33


General Corporate and Other Expenses
 Quarter Ended June 30, Nine Months Ended June 30,
 2019 2018 2019 2018
Corporate expenses$13.1
 $17.7
 $43.5
 $55.6
Impairment charge549.0
 24.4
 549.0
 24.4
Restructuring and related costs8.9
 15.9
 42.8
 19.6
Harry’s acquisition and integration costs1.8
 
 1.8
 
Feminine and Infant Care evaluation costs0.5
 
 1.5
 
Sun Care reformulation costs1.0
 
 1.5
 
Jack Black acquisition and integration costs0.1
 2.3
 1.1
 4.9
Investor settlement expense
 
 0.9
 
Gain on sale of Playtex gloves
 0.6
 
 (15.3)
General corporate and other expenses$574.4
 $60.9
 $642.1
 $89.2
% of net sales94.3% 9.8% 39.8% 5.3%


Quarter Ended March 31,Six Months Ended March 31,
2020201920202019
Corporate expenses$10.9  $16.7  $24.2  $30.4  
Restructuring and related costs12.4  15.4  20.4  33.9  
Acquisition and integration planning costs25.5  0.5  31.7  1.0  
Gain on sale of Infant and Pet Care business1.1  —  (4.1) —  
Feminine and Infant Care evaluation costs—  1.0  0.3  1.0  
Legal settlement expense—  —  —  0.9  
Sun Care reformulation—  0.4  —  0.5  
General corporate and other expenses$49.9  $34.0  $72.5  $67.7  
% of net sales9.5 %6.2 %7.4 %6.7 %
For the thirdsecond quarter of fiscal 2019,2020, general corporate expenses were $13.1,$10.9, or 2.2%2.1% of net sales, compared to $17.7,$16.7, or 2.9%3.1% of net sales, in the prior year quarter. For the first ninesix months of fiscal 2019,2020, general corporate expenses were $43.5,$24.2, or 2.7%2.5% of net sales, compared to $55.6,$30.4, or 3.3%3.0% of net sales, in the prior year period. Corporate expenses for the third quarter of fiscal 2019 declined due to savings generated through Project Fuel and lower share-based compensation expense. For the second quarter and first ninesix months of fiscal 2019,2020, the declinesdecline in corporate expense were driven by savings generated throughrelates to Project Fuel includingsavings, lower compensation expenseand benefits expenses, and prior year one-timelegal costs that were not recurring.
For the second quarter and first six months of fiscal 2020, the Company incurred expenses such as severanceassociated with the cancelled acquisition of Harry’s. The acquisition costs were primarily legal and asset write offs.financing costs incurred in the second quarter. The Company does not expect to incur significant expenses associated with the cancelled Harry’s acquisition through the remainder of fiscal 2020.

34


Liquidity and Capital Resources
To date, COVID-19 has not had an impact on our liquidity, cash flows or capital resources. However, the continued spread of COVID-19 has led to disruption and volatility in the global capital markets, which, depending on future developments, could impact our capital resources and liquidity in the future.
At June 30, 2019, substantially allMarch 31, 2020, most of our cash balances were located outside the U.S. Given our extensive international operations, a significant portion of our cash is denominated in foreign currencies. We manage our worldwide cash requirements by reviewing available funds among the many subsidiaries through which we conduct business and the cost effectiveness with which those funds can be accessed. We generally repatriate a portion of current year earnings from select non-U.S. subsidiaries only if the economic cost of the repatriation is not considered material.
The counterparties to deposits consist of severala number of major financial institutions. We consistently monitor positions with, and credit ratings of, counterparties both internally and by using outside ratings agencies.
Our total borrowings were $1,237.6$1,117.7 at June 30, 2019,March 31, 2020 including $125.0$17.7 tied to variable interest rates. Our total borrowings at September 30, 20182019 were $1,300.2.$1,231.4.
As of June 30, 2019,March 31, 2020, we haddid not have any outstanding borrowings of $125.0 under our former unsecured revolving credit facility in the U.S. (the “Revolving“Prior Revolving Facility”) and $8.5. We had $7.4 of outstanding letters of credit. Taking into account outstanding borrowings on the Prior Revolving Facility and outstanding letters of credit, $717.6 remained available under the Prior Revolving Facility at June 30, 2019, $591.5 remainsMarch 31, 2020. On April 3, 2020, we replaced the Prior Revolving Facility with a new revolving credit facility in an aggregate principal amount of $425 (the “Revolving Credit Facility”). As of April 3, 2020, $410.2 was available under the Revolving Credit Facility. We expect to refinance the Revolving Facility prior to its maturity date in June 2020. At September 30, 2018,2019, we had outstanding borrowings of $7.0$117.0 under the Prior Revolving Facility.
As of September 30, 2018, we had approximately $185.0 outstanding The Company’s $600 and $500 senior notes are due May 19, 2021 and May 24, 2022, respectively. We are evaluating our options related to these senior notes including refinancing the senior notes prior to their maturity or repayment using cash on hand and available borrowing under the term loan due April 2019 (the “Term Loan”). On February 6, 2019, we made a $185.0 prepayment to retire the Term Loan. We funded the payment through additional borrowing on the Revolving Facility.
We had outstanding international borrowings, recorded in Notes payable, of $12.6$17.7 and $8.2$14.4 as of June 30, 2019March 31, 2020 and September 30, 2018,2019, respectively.
In connection with the execution of the Merger Agreement, we entered into a commitment letter with Bank of America Merrill Lynch pursuant to which Bank of America Merrill Lynch committed to provide a senior secured revolving credit facility in an aggregate principal amount of up to $400.0, a senior secured term loan A facility in an aggregate principal amount of up to $400.0 and a senior secured term loan B facility in an aggregate principal amount of up to $800.0 in order to, among other things, finance our obligations under the Merger Agreement and certain related transactions. The effectiveness of such credit facilities is subject to the occurrence of customary closing conditions, including the consummation of the transactions contemplated by the Merger Agreement.
Historically, we have generated and expect to continue to generate positive cash flows from operations. Our cash flows are affected by the seasonality of our Sun Care products, resulting in higher net sales and increased cash generated in the second and third quarter of each fiscal year. WeHowever, due to the impact of COVID-19 we expect our sales for Sun Care to be weaker due to the current stay at home orders and travel restrictions. While we cannot reasonably estimate the full impact COVID-19 will have on our cash flows, we believe our cash on hand, cash flows from operations and available borrowing under the Revolving Credit Facility will be sufficient to satisfy our future working capital requirements, interest payments, research and development activities, capital expenditures, and other financing requirements for at least the next 12 months. We will continue to monitor our cash flows, spending and liquidity needs.
Short-term financing needs primarily consist of working capital requirements, and principal and interest payments on our long-term debt. Long-term financing needs will depend largely on potential growth opportunities, including acquisition activity and repayment or refinancing of our long-term debt obligations. We may, from time-to-time, seek to repurchase shares of our common stock. Such repurchases, if any, will depend on prevailing market conditions, our liquidity requirements, contractual restrictions and other factors. Our long-term liquidity may be influenced by our ability to borrow additional funds, renegotiate existing debt, and raise equity under terms that are favorable to us.
The expected minimum required contribution to our pension plans in fiscal 20192020 is $7.3;$10.4; however, discretionary contributions may also be made. During the first ninesix months of fiscal 20192020 we contributed $4.7$2.7 to our pension plans.
As of June 30, 2019,March 31, 2020, we were in compliance with the provisions and covenants associated with our debt agreements.


35



Cash Flows
A summary of our cash flow activities is provided in the following table:
Nine Months Ended June 30,Six Months Ended March 31,
2019 201820202019
Net cash from (used by):   Net cash from (used by):
Operating activities$98.2
 $181.5
Operating activities$17.2  $(31.9) 
Investing activities(26.9) (101.1)Investing activities81.1  (13.9) 
Financing activities(57.5) (366.8)Financing activities(130.5) 27.3  
Effect of exchange rate changes on cash(1.2) 2.0
Effect of exchange rate changes on cash(0.6) (3.3) 
Net decrease in cash and cash equivalents$12.6
 $(284.4)Net decrease in cash and cash equivalents$(32.8) $(21.8) 
Operating Activities
Cash flow from operating activities was $98.2$17.2 during the first ninesix months of fiscal 2019,2020, compared to cash from operating activitiesoutflows of $181.5$31.9 during the same period in the prior year. The declineimprovement in cash generated from operating cash flow in the first nine months of fiscal 2019 compared to the prior year periodflows was primarily driven byrelated to improved working capital changes, including the build of thedue to lower inventory balance in North America relatedimpacted by Feminine Care demand and efforts to the Sun Care reformulation project and the build ofoptimize inventory in Europe in preparation of Brexit. Accounts payable declined related tolevels across all portfolios. Additionally, accounts receivable improved from the timing of payments at year end and lower current period expenses.collections.
Investing Activities
Cash flow used byfrom investing activities was $26.9$81.1 during the first ninesix months of fiscal 2019,2020, compared to cash used by investing activities of $101.1$13.9 during the same period in the prior year. The change was primarily due toDuring the acquisitionsix months ended March 31, 2020, we collected $95.8 of Jack Black for $90.3 in the prior year period, offset byproceeds from the sale of the Playtex gloves business in fiscal 2018 for $19.0.Infant and Pet Care business. Capital expenditures totaled $38.7were $16.8 during the first ninesix months of fiscal 2019 and included $22.4 of capital expenditures in support of Project Fuel,2020 compared to $41.8$22.9 during the same period in the prior year. Additionally, other investing cash inflows of $9.0 and $7.2 were reclassified from operating activitiestotaled $2.1 during the first ninesix months of fiscal 2019 and 2018, respectively, as a result of collections on2020 compared to $9.0 in the deferred purchase price of accounts receivables sold.prior year period.
Financing Activities
Net cash used by financing activities was $57.5$130.5 during the first ninesix months of fiscal 2019,2020, compared to net cash used byfrom financing activities of $366.8$27.3 during the same period in the prior year. During the first ninesix months of fiscal 2019,2020, we had $118.0made repayments of additional borrowings under$117.0 on the Prior Revolving Facility. Additionally, financing outflows associated with the Accounts Receivable Facility offset by repayment of the Term Loan for $185.0. Duringwere $14.4 during the first ninesix months of fiscal 2018, net borrowings on the Revolving Facility decreased $245.0 and $124.42020 compared to financing inflows of cash was used for treasury stock repurchases.

Share Repurchases
During the first nine months of fiscal 2019, we did not repurchase any shares of our common stock. We have 10.0 shares of common stock available for repurchase$2.3 in the future under the Board’s authorization to repurchase our common stock. Any future share repurchases may be made in the open market, privately negotiated transactions or otherwise, in such amounts and at such times as we deem appropriate based upon prevailing market conditions, business needs and other factors.prior year period.

Commitments and Contingencies
Contractual Obligations
During the first ninesix months of fiscal 2019, our2020, net borrowingsrepayments on our revolving credit facilities were $118.0.$117.0. As of June 30, 2019,March 31, 2020, future minimum repayments of debt are as follows: $0.0 in fiscal 2019, $125.0 in fiscal 2020,were: $600.0 in fiscal 2021, and $500.0 in fiscal 2022.
There have been no other material changes in our contractual obligations since the presentation in our 20182019 Annual Report.

Supplemental Guarantor Financial Information
The Company issued senior notes in May 2011 and May 2012 (collectively, the “Notes”) and entered into the Revolving Credit Facility on April 3, 2020, all of which are fully and unconditionally guaranteed on a joint and several basis by the Company’s existing and future material direct and indirect domestic subsidiaries that are guarantors of any of the Company’s credit agreements or other indebtedness for borrowed money (the “Guarantors”). The Guarantors are 100% owned either directly or indirectly by the Company and jointly and severally guarantee the Company’s obligations under the Notes and the Revolving Credit Agreement. The Company’s subsidiaries organized outside of the U.S. and certain domestic subsidiaries which are not guarantors of any of the Company’s other indebtedness (collectively, the “Non-Guarantors”), do not guarantee the Notes. The subsidiary guarantee with respect to the Notes is subject to release upon sale of all of the capital stock of the subsidiary guarantor; if the guarantee under the Company’s credit agreements and other indebtedness for borrowed money is released or discharged (other than due to payment under such guarantee); or when the requirements for legal defeasance are satisfied or the obligations are discharged in accordance with the indenture. Further detail on the Revolving Credit Facility is included in Note 10 of Notes to Consolidated Financial Statements
The following tables present summarized financial information for the Parent and the Guarantors on a combined basis after elimination of (i) intercompany transactions and balances among the Parent and the Guarantors and (ii) equity in earnings from and investments in any subsidiary that is a non-Guarantor.
36



Summarized Statement of OperationsSix Months Ended March 31, 2020
Net sales$652.9 
Gross profit255.1 
Net earnings8.9 

Summarized Balance SheetMarch 31, 2020September 30, 2019
Assets
Current assets$405.1  $299.1  
Non-current assets1,667.1  1,745.5  
Liabilities and Shareholder’s Equity
Current liabilities340.1  487.5  
Non-current liabilities1,388.6  1,393.2  

37


Item 3. Quantitative and Qualitative Disclosures About Market Risk.
The market risk inherent in our financial instruments and positions represents the potential loss arising from adverse changes in currency rates, commodity prices, and interest rates. At times, we enter into contractual arrangements (derivatives) to reduce these exposures. For further information on our foreign currency derivative instruments, refer to Note 1413 of Notes to Condensed Consolidated Financial Statements. As of June 30, 2019,March 31, 2020, there were no open derivative or hedging instruments for future purchases of raw materials or commodities. Our exposure to interest rate risk relates primarily to our variable-rate debt instruments, which currently bear interest based on LIBOR plus margin. As of June 30, 2019,March 31, 2020, our outstanding variable-rate debt included $125.0 on our Revolving Facility and $12.6$17.7 related to our international, variable-rate note payable. Assuming a one-percent increase in the applicable interest rates, annual interest expense on these variable-rate debt instruments would not increase by approximately $1.4.materially.
There have been no material changes in our assessment of market risk sensitivity since our presentation of Quantitative and Qualitative Disclosures About Market Risk in our 20182019 Annual Report.Report on Form 10-K.


38


Item 4. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
We maintain disclosure controls and procedures designed to ensure that information required to be disclosed in reports filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), is recorded, processed, summarized, and reported within the specified time periods, and that such information is accumulated and communicated to management, including our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), as appropriate, to allow timely decisions regarding required disclosure.
Our management, with the participation of our CEO and CFO, evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of June 30, 2019.March 31, 2020. Based on that evaluation, our CEO and CFO concluded that, as of that date, our disclosure controls and procedures were effective.

Changes in Internal Control over Financial Reporting
There were no changes in our internal control over financial reporting during the quarter ended June 30, 2019March 31, 2020 that have materially affected, or are likely to materially affect, our internal control over financial reporting.



39


PART II - OTHER INFORMATION
 
Item 1A. Risk Factors.
While we attempt to identify, manage and mitigate risks and uncertainties associated with our business to the extent practical under the circumstances, some level of risk and uncertainty will always be present. Item 1A. Risk Factors of our 2019 Annual Report on Form 10-K describes some of the risks and uncertainties associated with our business. These risks and uncertainties have the potential to materially affect our business, results of operations, financial condition, cash flows, projected results and future prospects. Except for the risk factor discussed below, we do not believe that there have been any material changes to the risk factors disclosed in our 2019 Annual Report on Form 10-K.
The effects of COVID-19 and other potential future public health crises, epidemics, pandemics or similar events on our business, operating results and cash flows are uncertain and could be material.
Our business and financial results may be negatively impacted by health epidemics, pandemics and similar outbreaks. COVID-19, and the global requirements to take action to help limit the spread of the illness, will impact our ability to carry out our business as usual and may materially adversely impact global economic conditions, our business, results of operations, cash flows and financial condition. Even in those regions where we are currently experiencing initial business recovery, should those regions fail to fully contain COVID-19 or suffer a recurrence of an outbreak of COVID-19, our businesses located in those regions may not recover as quickly or at all, which could have a material adverse effect on our business and results of operations, including:
causing significant volatility in demand for our products;
changes in consumer behavior and preference;
disruptions in our manufacturing and supply chain operations;
disruptions to our cost saving programs and restructuring initiatives;
limitations on our employees’ ability to work and travel;
significant changes in the economic or political conditions in markets in which we operate; and
related currency and commodity volatility.
We cannot predict the degree to, or the time period over, which our sales and operations may be affected by this outbreak and preventative measures, and the effects could be material.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
The following table sets forth the purchases of our Company’s securities by the Company and any affiliated purchasers within the meaning of Rule 10b-18(a)(3) (17 CFR 240.10b-18(a)(3)) during the thirdsecond quarter of fiscal 2019:2020:
Period
 
Total Number of
 Shares Purchased (1) (2)

Average Price Paid
 per share (3)
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (2)
Maximum Number that May Yet Be Purchased Under the Plans or Programs
January 1 to 31, 20201,795  $30.55  —  10,000,000  
February 1 to 29, 2020—  —  —  10,000,000  
March 1 to 31, 2020850  32.66  —  10,000,000  
(1)2,645 shares purchased during the quarter relate to the surrender to the Company of shares of common stock to satisfy tax withholding obligations in connection with the vesting of restricted stock equivalent awards.
(2)In January 2018, our Board of Directors authorized a repurchase of up to 10 million shares of our Company’s common stock. This authorization replaced the prior share repurchase authorization of May 2015. During the first quarter of fiscal 2020, we did not repurchase any shares under this authorization.
(3)Includes $0.02 per share of brokerage fee commissions.

40
Period 
 
Total Number of
 Shares Purchased (1) (2)
 

Average Price Paid
 per share (3)
 
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (2)
 Maximum Number that May Yet Be Purchased Under the Plans or Programs
April 1 to 30, 2019 4,791
 $43.65
 
 10,000,000
May 1 to 31, 2019 
 
 
 10,000,000
June 1 to 30, 2019 
 
 
 10,000,000
(1)4,791 shares purchased during the quarter relate to the surrender to the Company of shares of common stock to satisfy tax withholding obligations in connection with the vesting of restricted stock equivalent awards.
(2)In January 2018, our Board of Directors approved an authorization to repurchase up to ten million shares of our Company’s common stock. This authorization replaced the prior share repurchase authorization of May 2015. During the third quarter of fiscal 2019, we did not repurchase any shares under this authorization.
(3)Includes $0.02 per share of brokerage fee commissions.


Item 6. Exhibits.
Exhibit NumberExhibit
2.13.1
3.1
3.2
3.3
10.1
31.1
31.2
32.1
32.2
101The following materials from the Edgewell Personal Care Company Quarterly Report on Form 10-Q formatted in inline eXtensible Business Reporting Language (iXBRL): (i) the Condensed Consolidated Statements of Earnings and Comprehensive Income for the three and ninesix months ended June 30,March 31, 2020 and 2019, and 2018, (ii) the Condensed Consolidated Balance Sheets at June 30, 2019March 31, 2020 and September 30, 2018,2019, (iii) the Condensed Consolidated Statements of Cash Flows for the ninesix months ended June 30,March 31, 2020 and 2019, and 2018, (iv) the Condensed Consolidated Statements of Shareholder’s Equity for the three and ninesix months ended June 30,March 31, 2020 and 2019 and 2018 and (v) Notes to Condensed Consolidated Financial Statements. The financial information contained in the XBRL-related documents is “unaudited” and “unreviewed.”
104Cover Page Interactive Data File, formatted in iXBRL and contained in Exhibit 101.




41


SIGNATURES
 

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
EDGEWELL PERSONAL CARE COMPANY
Registrant
By: /s/ Jennifer Seeser
Jennifer Seeser
Chief Accounting Officer
Date:August 6, 2019May 7, 2020






50
42