|
|
|
|
|
(Mark One)
|
|
x
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
o
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Missouri
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43-1863181
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(State or other jurisdiction of
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(I. R. S. Employer
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incorporation or organization)
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Identification No.)
|
|
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1350 Timberlake Manor Parkway
|
|
Chesterfield, Missouri
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63017
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(Address of principal executive offices)
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(Zip Code)
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|
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(314) 594-1900
|
|
(Registrant's telephone number, including area code)
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Large accelerated filer
|
x
|
|
Accelerated filer
|
o
|
|
|
|
|
|
Non-accelerated filer
|
o
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(Do not check if smaller reporting company)
|
Smaller reporting company
|
o
|
|
Quarter Ended
June 30,
|
|
Nine Months Ended
June 30,
|
||||||||||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
Net sales
|
$
|
1,047.1
|
|
|
$
|
1,130.0
|
|
|
$
|
3,093.5
|
|
|
$
|
3,306.3
|
|
Cost of products sold
|
553.0
|
|
|
591.0
|
|
|
1,608.7
|
|
|
1,747.2
|
|
||||
Gross profit
|
494.1
|
|
|
539.0
|
|
|
1,484.8
|
|
|
1,559.1
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Selling, general and administrative expense
|
258.5
|
|
|
207.1
|
|
|
700.8
|
|
|
610.8
|
|
||||
Advertising and sales promotion expense
|
177.3
|
|
|
161.4
|
|
|
370.3
|
|
|
339.5
|
|
||||
Research and development expense
|
23.3
|
|
|
23.2
|
|
|
67.6
|
|
|
67.8
|
|
||||
Venezuela deconsolidation charge
|
—
|
|
|
—
|
|
|
144.5
|
|
|
—
|
|
||||
Spin restructuring charges
|
18.6
|
|
|
—
|
|
|
66.9
|
|
|
—
|
|
||||
2013 restructuring charges
|
22.3
|
|
|
28.0
|
|
|
28.7
|
|
|
75.1
|
|
||||
Industrial exit charges
|
21.9
|
|
|
—
|
|
|
21.9
|
|
|
—
|
|
||||
Interest expense
|
31.1
|
|
|
31.1
|
|
|
88.7
|
|
|
93.6
|
|
||||
Cost of early debt retirements
|
61.4
|
|
|
—
|
|
|
61.4
|
|
|
—
|
|
||||
Other financing items, net
|
(10.3
|
)
|
|
0.1
|
|
|
(19.0
|
)
|
|
(3.4
|
)
|
||||
(Loss) earnings before income taxes
|
(110.0
|
)
|
|
88.1
|
|
|
(47.0
|
)
|
|
375.7
|
|
||||
Income tax (benefit) provision
|
(37.5
|
)
|
|
23.6
|
|
|
8.9
|
|
|
104.8
|
|
||||
Net (loss) earnings
|
$
|
(72.5
|
)
|
|
$
|
64.5
|
|
|
$
|
(55.9
|
)
|
|
$
|
270.9
|
|
|
|
|
|
|
|
|
|
||||||||
Basic (loss) earnings per share
|
$
|
(1.17
|
)
|
|
$
|
1.05
|
|
|
$
|
(0.90
|
)
|
|
$
|
4.36
|
|
Diluted (loss) earnings per share
|
$
|
(1.17
|
)
|
|
$
|
1.03
|
|
|
$
|
(0.90
|
)
|
|
$
|
4.33
|
|
|
|
|
|
|
|
|
|
||||||||
Statement of Comprehensive (Loss) Income:
|
|
|
|
|
|
|
|
||||||||
Net (loss) earnings
|
$
|
(72.5
|
)
|
|
$
|
64.5
|
|
|
$
|
(55.9
|
)
|
|
$
|
270.9
|
|
Other comprehensive (loss) income, net of tax
|
|
|
|
|
|
|
|
||||||||
Foreign currency translation adjustments
|
33.0
|
|
|
3.4
|
|
|
(106.4
|
)
|
|
4.7
|
|
||||
Pension and postretirement activity, net of tax of ($0.3) and $4.7 for the quarter and nine months ended June 30, 2015, respectively, and $1.3 and $4.7 for the quarter and nine months ended June 30, 2014, respectively
|
(1.4
|
)
|
|
2.3
|
|
|
9.0
|
|
|
8.4
|
|
||||
Deferred loss on hedging activity, net of tax of ($3.9) and ($0.7) for the quarter and nine months ended June 30, 2015, respectively, and ($1.6) and ($2.2) for the quarter and nine months ended June 30, 2014, respectively
|
(10.2
|
)
|
|
(3.1
|
)
|
|
(1.0
|
)
|
|
(4.0
|
)
|
||||
Total comprehensive (loss) income
|
$
|
(51.1
|
)
|
|
$
|
67.1
|
|
|
$
|
(154.3
|
)
|
|
$
|
280.0
|
|
Assets
|
June 30,
2015 |
|
September 30,
2014 |
||||
Current assets
|
|
|
|
||||
Cash and cash equivalents
|
$
|
1,090.1
|
|
|
$
|
1,129.0
|
|
Trade receivables, less allowance for doubtful accounts of $13.2 a
nd $13.4, respectively
|
507.1
|
|
|
495.0
|
|
||
Inventories
|
626.2
|
|
|
616.9
|
|
||
Other current assets
|
548.0
|
|
|
488.7
|
|
||
Total current assets
|
2,771.4
|
|
|
2,729.6
|
|
||
Property, plant and equipment, net
|
701.0
|
|
|
751.7
|
|
||
Goodwill
|
1,465.3
|
|
|
1,487.4
|
|
||
Other intangible assets, net
|
1,809.0
|
|
|
1,847.3
|
|
||
Other assets
|
122.5
|
|
|
112.7
|
|
||
Total assets
|
$
|
6,869.2
|
|
|
$
|
6,928.7
|
|
|
|
|
|
||||
Liabilities and Shareholders' Equity
|
|
|
|
||||
Current liabilities
|
|
|
|
||||
Current maturities of long-term debt
|
$
|
4.0
|
|
|
$
|
230.0
|
|
Notes payable
|
23.0
|
|
|
289.5
|
|
||
Accounts payable
|
358.1
|
|
|
397.1
|
|
||
Other current liabilities
|
654.1
|
|
|
657.1
|
|
||
Total current liabilities
|
1,039.2
|
|
|
1,573.7
|
|
||
Long-term debt
|
2,508.0
|
|
|
1,768.9
|
|
||
Deferred income tax liabilities
|
484.9
|
|
|
471.1
|
|
||
Other liabilities
|
550.8
|
|
|
592.7
|
|
||
Total liabilities
|
4,582.9
|
|
|
4,406.4
|
|
||
Shareholders' equity
|
|
|
|
||||
Common shares
|
0.7
|
|
|
0.7
|
|
||
Additional paid-in capital
|
1,639.2
|
|
|
1,641.3
|
|
||
Retained earnings
|
1,222.8
|
|
|
1,373.0
|
|
||
Treasury shares
|
(206.9
|
)
|
|
(221.6
|
)
|
||
Accumulated other comprehensive loss
|
(369.5
|
)
|
|
(271.1
|
)
|
||
Total shareholders' equity
|
2,286.3
|
|
|
2,522.3
|
|
||
Total liabilities and shareholders' equity
|
$
|
6,869.2
|
|
|
$
|
6,928.7
|
|
|
Nine Months Ended
June 30,
|
||||||
|
2015
|
|
2014
|
||||
Cash Flow from Operating Activities
|
|
|
|
||||
Net (loss) earnings
|
$
|
(55.9
|
)
|
|
$
|
270.9
|
|
Non-cash restructuring costs
|
40.9
|
|
|
8.3
|
|
||
Depreciation and amortization
|
93.5
|
|
|
97.8
|
|
||
Venezuela deconsolidation charge
|
144.5
|
|
|
—
|
|
||
Non-cash items included in income, net
|
19.3
|
|
|
71.6
|
|
||
Other, net
|
(28.7
|
)
|
|
(19.3
|
)
|
||
Changes in current assets and liabilities used in operations
|
(189.9
|
)
|
|
(50.6
|
)
|
||
Net cash
from
operating activities
|
23.7
|
|
|
378.7
|
|
||
|
|
|
|
||||
Cash Flow from Investing Activities
|
|
|
|
||||
Capital expenditures
|
(72.4
|
)
|
|
(55.0
|
)
|
||
Change related to Venezuelan operations
|
(93.8
|
)
|
|
—
|
|
||
Acquisitions, net of cash acquired
|
(12.1
|
)
|
|
(187.1
|
)
|
||
Proceeds from sale of assets
|
14.3
|
|
|
8.6
|
|
||
Change in restricted cash
|
13.9
|
|
|
—
|
|
||
Net cash
used
by investing activities
|
(150.1
|
)
|
|
(233.5
|
)
|
||
|
|
|
|
||||
Cash Flow from Financing Activities
|
|
|
|
||||
Cash proceeds from issuance of debt with original maturities greater than 90 days
|
2,414.0
|
|
|
—
|
|
||
Cash payments on debt with original maturities greater than 90 days
|
(1,900.0
|
)
|
|
(140.0
|
)
|
||
Net (decrease) increase in debt with original maturities of 90 days or less
|
(270.5
|
)
|
|
253.5
|
|
||
Deferred finance expense
|
(15.1
|
)
|
|
(0.1
|
)
|
||
Common shares purchased
|
—
|
|
|
(94.4
|
)
|
||
Cash dividends paid
|
(93.2
|
)
|
|
(93.0
|
)
|
||
Proceeds from issuance of common shares, net
|
4.4
|
|
|
6.7
|
|
||
Excess tax benefits from share-based payments
|
9.3
|
|
|
6.1
|
|
||
Net cash from (used by) financing activities
|
148.9
|
|
|
(61.2
|
)
|
||
|
|
|
|
||||
Effect of exchange rate changes on cash
|
(61.4
|
)
|
|
6.4
|
|
||
|
|
|
|
||||
Net (decrease) increase in cash and cash equivalents
|
(38.9
|
)
|
|
90.4
|
|
||
Cash and cash equivalents, beginning of period
|
1,129.0
|
|
|
998.3
|
|
||
Cash and cash equivalents, end of period
|
$
|
1,090.1
|
|
|
$
|
1,088.7
|
|
•
|
Adapt the global go-to-market footprint to adjust to the future strategies and scale of each stand-alone business;
|
•
|
Centralize certain back-office functions to increase efficiencies;
|
•
|
Outsource certain non-core transactional activities; and
|
•
|
Reduce headcount to optimize the cost structures of each stand-alone business.
|
•
|
$114.5
for the
third
fiscal quarter (
$92.5
included in Selling, general and administrative expense ("SG&A"),
$3.4
included in Cost of products sold and
$18.6
included in Spin restructuring charges);
|
•
|
$251.9
for the
nine months ended June 30, 2015
(
$180.9
included in SG&A,
$4.1
included in Cost of products sold and
$66.9
included in Spin restructuring charges); and
|
•
|
$296.6
for the project-to-date (
$225.6
included in SG&A,
$4.1
included in Cost of products sold and
$66.9
included in Spin restructuring charges).
|
•
|
For the quarter and
nine months ended June 30, 2015
,
$92.5
and
$180.9
, respectively, of pre-tax charges were recorded in SG&A;
|
•
|
For the quarter and
nine months ended June 30, 2015
,
$3.4
and
$4.1
of pre-tax charges were recorded in Cost of products sold.
|
|
Quarter Ended
June 30,
|
|
Nine Months Ended
June 30,
|
||||||||||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
Net Sales
|
|
|
|
|
|
|
|
||||||||
Personal Care
|
$
|
672.8
|
|
|
$
|
718.3
|
|
|
$
|
1,861.0
|
|
|
$
|
1,957.5
|
|
Household Products
|
374.3
|
|
|
411.7
|
|
|
1,232.5
|
|
|
1,348.8
|
|
||||
Total net sales
|
$
|
1,047.1
|
|
|
$
|
1,130.0
|
|
|
$
|
3,093.5
|
|
|
$
|
3,306.3
|
|
|
|
|
|
|
|
|
|
||||||||
|
Quarter Ended
June 30,
|
|
Nine Months Ended
June 30,
|
||||||||||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
Segment Profit
|
|
|
|
|
|
|
|
||||||||
Personal Care
|
$
|
95.3
|
|
|
$
|
112.2
|
|
|
$
|
376.6
|
|
|
$
|
413.2
|
|
Household Products
|
68.6
|
|
|
84.2
|
|
|
257.7
|
|
|
279.7
|
|
||||
Total segment profit
|
163.9
|
|
|
196.4
|
|
|
634.3
|
|
|
692.9
|
|
||||
|
|
|
|
|
|
|
|
||||||||
General corporate and other expenses
|
(27.9
|
)
|
|
(33.3
|
)
|
|
(90.1
|
)
|
|
(107.0
|
)
|
||||
Venezuela deconsolidation charge
|
—
|
|
|
—
|
|
|
(144.5
|
)
|
|
—
|
|
||||
Spin costs
(1)
|
(95.9
|
)
|
|
(7.0
|
)
|
|
(185.0
|
)
|
|
(7.0
|
)
|
||||
Spin restructuring charges
|
(18.6
|
)
|
|
—
|
|
|
(66.9
|
)
|
|
—
|
|
||||
2013 R
estructuring and related costs
(2)
|
(23.6
|
)
|
|
(30.6
|
)
|
|
(30.3
|
)
|
|
(83.6
|
)
|
||||
Industrial exit charges
|
(21.9
|
)
|
|
—
|
|
|
(21.9
|
)
|
|
—
|
|
||||
Feminine care acquisition and integration costs
|
—
|
|
|
(1.5
|
)
|
|
—
|
|
|
(7.4
|
)
|
||||
Acquisition inventory valuation
|
—
|
|
|
—
|
|
|
—
|
|
|
(8.0
|
)
|
||||
Amortization of intangibles
|
(3.8
|
)
|
|
(4.7
|
)
|
|
(11.5
|
)
|
|
(14.0
|
)
|
||||
Cost of early debt retirements
|
(61.4
|
)
|
|
—
|
|
|
(61.4
|
)
|
|
—
|
|
||||
Interest and other financing items
|
(20.8
|
)
|
|
(31.2
|
)
|
|
(69.7
|
)
|
|
(90.2
|
)
|
||||
Total (loss) earnings before income taxes
|
$
|
(110.0
|
)
|
|
$
|
88.1
|
|
|
$
|
(47.0
|
)
|
|
$
|
375.7
|
|
(1)
|
Includes pre-tax costs of
$92.5
and
$180.9
, respectively, for the quarter and
nine months ended June 30, 2015
and
$7.0
for the quarter and
nine months ended June 30, 2014
which are included in SG&A. Additionally, pre-tax costs of
$3.4
and
$4.1
, respectively, for the quarter and
nine months ended June 30, 2015
were included in Cost of products sold.
|
(2)
|
Includes pre-tax costs of
$0.2
and
$0.5
, respectively, for the quarter and
nine months ended June 30, 2015
and
$2.6
and
$8.1
, respectively, for the quarter and
nine months ended June 30, 2014
, associated with certain information technology and related activities, which were included in SG&A. Additionally, pre-tax costs of
$1.1
for the
nine months ended June 30, 2015
and
$0.4
for the
nine months ended June 30, 2014
, associated with obsolescence charges related to the restructuring, were included in Cost of products sold.
|
|
Quarter Ended
June 30,
|
|
Nine Months Ended
June 30,
|
||||||||||||
Net Sales
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
Wet shave
|
$
|
370.3
|
|
|
$
|
403.9
|
|
|
$
|
1,086.1
|
|
|
$
|
1,170.5
|
|
Alkaline batteries
|
233.9
|
|
|
256.5
|
|
|
786.2
|
|
|
844.9
|
|
||||
Other batteries and lighting products
|
140.4
|
|
|
155.2
|
|
|
446.3
|
|
|
503.9
|
|
||||
Skin care
|
153.3
|
|
|
169.6
|
|
|
337.8
|
|
|
355.8
|
|
||||
Feminine care
|
104.1
|
|
|
98.7
|
|
|
301.5
|
|
|
286.6
|
|
||||
Infant care
|
29.6
|
|
|
31.5
|
|
|
92.6
|
|
|
103.7
|
|
||||
Other personal care products
|
15.5
|
|
|
14.6
|
|
|
43.0
|
|
|
40.9
|
|
||||
Total net sales
|
$
|
1,047.1
|
|
|
$
|
1,130.0
|
|
|
$
|
3,093.5
|
|
|
$
|
3,306.3
|
|
|
June 30,
2015 |
|
September 30, 2014
|
||||
Personal Care
|
$
|
1,322.1
|
|
|
$
|
1,241.6
|
|
Household Products
|
801.1
|
|
|
882.1
|
|
||
Total segment assets
|
2,123.2
|
|
|
2,123.7
|
|
||
Corporate
|
1,471.7
|
|
|
1,470.3
|
|
||
Goodwill and other intangible assets, net
|
3,274.3
|
|
|
3,334.7
|
|
||
Total assets
|
$
|
6,869.2
|
|
|
$
|
6,928.7
|
|
Inventories
|
$
|
44.4
|
|
Goodwill
|
28.0
|
|
|
Intangible assets
|
39.3
|
|
|
Other assets
|
5.1
|
|
|
Property, plant and equipment,net
|
95.1
|
|
|
Other liabilities
|
(4.5
|
)
|
|
Pension and other post-retirement benefits
|
(20.3
|
)
|
|
Net assets acquired
|
$
|
187.1
|
|
|
Total
|
|
Estimated Life
|
||
Customer relationships
|
$
|
6.1
|
|
|
20 years
|
Technology and patents
|
3.0
|
|
|
7 years
|
|
Total
|
$
|
9.1
|
|
|
|
|
Quarter Ended June 30, 2015
|
||||||||||||||
|
Personal Care
|
|
Household Products
|
|
Corporate
|
|
Total
|
||||||||
Spin Restructuring
|
|
|
|
|
|
|
|
||||||||
Severance and related benefit costs
|
$
|
7.3
|
|
|
$
|
8.2
|
|
|
$
|
—
|
|
|
$
|
15.5
|
|
Non-cash asset write-down
|
(1.8
|
)
|
|
1.1
|
|
|
—
|
|
|
(0.7
|
)
|
||||
Other exit costs
|
1.9
|
|
|
1.9
|
|
|
—
|
|
|
3.8
|
|
||||
Total Spin restructuring charges
|
$
|
7.4
|
|
|
$
|
11.2
|
|
|
$
|
—
|
|
|
$
|
18.6
|
|
|
Nine Months Ended June 30, 2015
|
||||||||||||||
|
Personal Care
|
|
Household Products
|
|
Corporate
|
|
Total
|
||||||||
Spin Restructuring
|
|
|
|
|
|
|
|
||||||||
Severance and related benefit costs
|
$
|
24.1
|
|
|
$
|
29.5
|
|
|
$
|
1.3
|
|
|
$
|
54.9
|
|
Non-cash asset write-down
|
3.7
|
|
|
3.7
|
|
|
—
|
|
|
7.4
|
|
||||
Other exit costs
|
2.3
|
|
|
2.3
|
|
|
—
|
|
|
4.6
|
|
||||
Total Spin restructuring charges
|
$
|
30.1
|
|
|
$
|
35.5
|
|
|
$
|
1.3
|
|
|
$
|
66.9
|
|
|
|
|
|
|
|
|
Utilized
|
|
|
||||||||||||||
|
October 1, 2014
|
|
Charge to Income
|
|
Other
(1)
|
|
Cash
|
|
Non-Cash
|
|
June 30, 2015
|
||||||||||||
Spin Restructuring
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Severance and related benefit costs
|
$
|
—
|
|
|
$
|
54.9
|
|
|
$
|
0.5
|
|
|
$
|
(24.6
|
)
|
|
$
|
—
|
|
|
$
|
30.8
|
|
Non-cash asset write-down
|
—
|
|
|
7.4
|
|
|
(0.1
|
)
|
|
—
|
|
|
(7.3
|
)
|
|
—
|
|
||||||
Other exit costs
|
—
|
|
|
4.6
|
|
|
0.5
|
|
|
(4.6
|
)
|
|
—
|
|
|
0.5
|
|
||||||
Total Spin restructuring
|
$
|
—
|
|
|
$
|
66.9
|
|
|
$
|
0.9
|
|
|
$
|
(29.2
|
)
|
|
$
|
(7.3
|
)
|
|
$
|
31.3
|
|
(1)
|
Includes the impact of currency translation.
|
|
Quarter Ended June 30, 2015
|
||||||||||||||
|
Personal Care
|
|
Household Products
|
|
Corporate
|
|
Total
|
||||||||
2013 Restructuring
|
|
|
|
|
|
|
|
||||||||
Severance and related benefit costs
|
$
|
0.4
|
|
|
$
|
6.7
|
|
|
$
|
—
|
|
|
$
|
7.1
|
|
Accelerated depreciation
|
0.9
|
|
|
9.2
|
|
|
—
|
|
|
10.1
|
|
||||
Consulting, program management and other exit costs
|
3.0
|
|
|
1.9
|
|
|
0.2
|
|
|
5.1
|
|
||||
Total 2013 restructuring
|
$
|
4.3
|
|
|
$
|
17.8
|
|
|
$
|
0.2
|
|
|
$
|
22.3
|
|
|
Nine Months Ended June 30, 2015
|
||||||||||||||
|
Personal Care
|
|
Household Products
|
|
Corporate
|
|
Total
|
||||||||
2013 Restructuring
|
|
|
|
|
|
|
|
||||||||
Severance and related benefit costs
|
$
|
4.6
|
|
|
$
|
6.8
|
|
|
$
|
—
|
|
|
$
|
11.4
|
|
Accelerated depreciation
|
4.3
|
|
|
9.2
|
|
|
—
|
|
|
13.5
|
|
||||
Consulting, program management and other exit costs
|
10.4
|
|
|
3.4
|
|
|
1.0
|
|
|
14.8
|
|
||||
Net gain on asset sales
|
—
|
|
|
(11.0
|
)
|
|
—
|
|
|
(11.0
|
)
|
||||
Total 2013 restructuring
|
$
|
19.3
|
|
|
$
|
8.4
|
|
|
$
|
1.0
|
|
|
$
|
28.7
|
|
|
Quarter Ended June 30, 2014
|
||||||||||||||
|
Personal Care
|
|
Household Products
|
|
Corporate
|
|
Total
|
||||||||
2013 Restructuring
|
|
|
|
|
|
|
|
||||||||
Severance and related benefit costs
|
$
|
9.7
|
|
|
$
|
2.0
|
|
|
$
|
0.1
|
|
|
$
|
11.8
|
|
Accelerated depreciation
|
—
|
|
|
1.1
|
|
|
—
|
|
|
1.1
|
|
||||
Consulting, program management and other exit costs
|
9.5
|
|
|
6.6
|
|
|
0.3
|
|
|
16.4
|
|
||||
Net gain on asset sale
|
—
|
|
|
(1.3
|
)
|
|
—
|
|
|
(1.3
|
)
|
||||
Total 2013 restructuring
|
$
|
19.2
|
|
|
$
|
8.4
|
|
|
$
|
0.4
|
|
|
$
|
28.0
|
|
|
Nine Months Ended June 30, 2014
|
||||||||||||||
|
Personal Care
|
|
Household Products
|
|
Corporate
|
|
Total
|
||||||||
2013 Restructuring
|
|
|
|
|
|
|
|
||||||||
Severance and related benefit costs
|
$
|
12.0
|
|
|
$
|
10.0
|
|
|
$
|
0.7
|
|
|
$
|
22.7
|
|
Accelerated depreciation
|
—
|
|
|
8.3
|
|
|
—
|
|
|
8.3
|
|
||||
Consulting, program management and other exit costs
|
23.9
|
|
|
20.9
|
|
|
0.6
|
|
|
45.4
|
|
||||
Net (gain) loss on asset sale
|
—
|
|
|
(1.3
|
)
|
|
—
|
|
|
(1.3
|
)
|
||||
Total 2013 restructuring
|
$
|
35.9
|
|
|
$
|
37.9
|
|
|
$
|
1.3
|
|
|
$
|
75.1
|
|
•
|
$15.0
-
$20.0
related to plant closure and accelerated depreciation charges;
|
•
|
$3.0
-
$5.0
related to severance and related benefit costs; and
|
•
|
$22.0
-
$25.0
related to other restructuring related costs.
|
|
|
|
|
|
|
|
Utilized
|
|
|
||||||||||||||
|
October 1, 2014
|
|
Charge to Income
|
|
Other
(1)
|
|
Cash
|
|
Non-Cash
|
|
June 30, 2015
|
||||||||||||
2013 Restructuring
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Severance and termination related costs
|
$
|
22.1
|
|
|
$
|
11.4
|
|
|
$
|
(1.9
|
)
|
|
$
|
(8.7
|
)
|
|
$
|
—
|
|
|
$
|
22.9
|
|
Asset impairment and accelerated depreciation
|
—
|
|
|
13.5
|
|
|
(0.5
|
)
|
|
—
|
|
|
(13.0
|
)
|
|
—
|
|
||||||
Other related costs
|
4.3
|
|
|
14.8
|
|
|
(0.2
|
)
|
|
(16.1
|
)
|
|
—
|
|
|
2.8
|
|
||||||
Net (gain) loss on asset sales
|
—
|
|
|
(11.0
|
)
|
|
0.5
|
|
|
13.9
|
|
|
(3.4
|
)
|
|
—
|
|
||||||
Total 2013 restructuring
|
$
|
26.4
|
|
|
$
|
28.7
|
|
|
$
|
(2.1
|
)
|
|
$
|
(10.9
|
)
|
|
$
|
(16.4
|
)
|
|
$
|
25.7
|
|
(1)
|
Includes the impact of currency translation.
|
|
|
|
|
|
|
|
Utilized
|
|
|
||||||||||||||
|
October 1, 2013
|
|
Charge to Income
|
|
Other
(1)
|
|
Cash
|
|
Non-Cash
|
|
September 30, 2014
|
||||||||||||
2013 Restructuring
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Severance and termination related costs
|
$
|
16.3
|
|
|
$
|
32.6
|
|
|
$
|
(0.7
|
)
|
|
$
|
(26.1
|
)
|
|
$
|
—
|
|
|
$
|
22.1
|
|
Asset impairment and accelerated depreciation
|
—
|
|
|
4.7
|
|
|
—
|
|
|
—
|
|
|
(4.7
|
)
|
|
—
|
|
||||||
Other related costs
|
4.3
|
|
|
52.9
|
|
|
(0.1
|
)
|
|
(50.1
|
)
|
|
(2.7
|
)
|
|
4.3
|
|
||||||
Net (gain) loss on asset sales
|
—
|
|
|
2.4
|
|
|
—
|
|
|
4.9
|
|
|
(7.3
|
)
|
|
—
|
|
||||||
Total 2013 restructuring
|
$
|
20.6
|
|
|
$
|
92.6
|
|
|
$
|
(0.8
|
)
|
|
$
|
(71.3
|
)
|
|
$
|
(14.7
|
)
|
|
$
|
26.4
|
|
(1)
|
Includes the impact of currency translation.
|
|
Quarter Ended
June 30,
|
|
Nine Months Ended
June 30,
|
||||||||||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
Numerator:
|
|
|
|
|
|
|
|
||||||||
Net (loss) earnings
|
$
|
(72.5
|
)
|
|
$
|
64.5
|
|
|
$
|
(55.9
|
)
|
|
$
|
270.9
|
|
Denominator:
|
|
|
|
|
|
|
|
||||||||
Basic weighted-average shares outstanding
|
62.2
|
|
|
61.7
|
|
|
62.1
|
|
|
62.1
|
|
||||
Effect of dilutive securities:
|
|
|
|
|
|
|
|
||||||||
Share options
|
—
|
|
|
0.1
|
|
|
—
|
|
|
—
|
|
||||
RSEs
|
—
|
|
|
0.6
|
|
|
—
|
|
|
0.5
|
|
||||
Total dilutive securities
|
—
|
|
|
0.7
|
|
|
—
|
|
|
0.5
|
|
||||
Diluted weighted-average shares outstanding
|
62.2
|
|
|
62.4
|
|
|
62.1
|
|
|
62.6
|
|
||||
Basic (loss) earnings per share
|
$
|
(1.17
|
)
|
|
$
|
1.05
|
|
|
$
|
(0.90
|
)
|
|
$
|
4.36
|
|
Diluted (loss) earnings per share
|
$
|
(1.17
|
)
|
|
$
|
1.03
|
|
|
$
|
(0.90
|
)
|
|
$
|
4.33
|
|
|
Household
Products
|
|
Personal
Care
|
|
Total
|
||||||
Balance at October 1, 2014
|
$
|
37.1
|
|
|
$
|
1,450.3
|
|
|
$
|
1,487.4
|
|
Household Products acquisition
|
2.3
|
|
|
—
|
|
|
2.3
|
|
|||
Cumulative translation adjustment
|
(0.7
|
)
|
|
(23.7
|
)
|
|
(24.4
|
)
|
|||
Balance at June 30, 2015
|
$
|
38.7
|
|
|
$
|
1,426.6
|
|
|
$
|
1,465.3
|
|
|
Gross
Carrying Amount
|
|
Accumulated
Amortization
|
|
Net
|
||||||
Tradenames and brands
|
$
|
15.7
|
|
|
$
|
12.9
|
|
|
$
|
2.8
|
|
Technology and patents
|
77.0
|
|
|
64.7
|
|
|
12.3
|
|
|||
Customer-related and other
|
151.1
|
|
|
72.5
|
|
|
78.6
|
|
|||
Total amortizable intangible assets
|
$
|
243.8
|
|
|
$
|
150.1
|
|
|
$
|
93.7
|
|
|
Quarter Ended
June 30,
|
|
Nine Months Ended
June 30,
|
||||||||||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
Service cost
|
$
|
2.2
|
|
|
$
|
3.4
|
|
|
$
|
6.6
|
|
|
$
|
10.5
|
|
Interest cost
|
12.0
|
|
|
13.5
|
|
|
36.0
|
|
|
40.8
|
|
||||
Expected return on plan assets
|
(17.6
|
)
|
|
(17.1
|
)
|
|
(53.0
|
)
|
|
(51.6
|
)
|
||||
Amortization of prior service cost
|
0.1
|
|
|
—
|
|
|
0.2
|
|
|
—
|
|
||||
Amortization of unrecognized net loss
|
2.4
|
|
|
4.6
|
|
|
7.2
|
|
|
13.9
|
|
||||
Settlement charge
|
0.1
|
|
|
0.1
|
|
|
0.1
|
|
|
0.2
|
|
||||
Net periodic benefit cost
|
$
|
(0.8
|
)
|
|
$
|
4.5
|
|
|
$
|
(2.9
|
)
|
|
$
|
13.8
|
|
|
June 30,
2015 |
|
September 30,
2014 |
||||
Private Placement Notes
|
$
|
—
|
|
|
$
|
900.0
|
|
Senior Notes, fixed interest rate of 4.7%, due 2021
|
600.0
|
|
|
600.0
|
|
||
Senior Notes, fixed interest rate of 4.7%, due 2022, net of discount
(1)
|
499.0
|
|
|
498.9
|
|
||
New Energizer Senior Notes, fixed interest rate of 5.5%, due 2025
|
600.0
|
|
|
—
|
|
||
New Energizer Term Loan, net of discount
(1)
|
399.0
|
|
|
—
|
|
||
Netherlands Credit Facility
|
269.0
|
|
|
—
|
|
||
Revolving Facility
|
145.0
|
|
|
—
|
|
||
Total long-term debt, including current maturities
|
2,512.0
|
|
|
1,998.9
|
|
||
Less current portion
|
4.0
|
|
|
230.0
|
|
||
Total long-term debt
|
$
|
2,508.0
|
|
|
$
|
1,768.9
|
|
(1)
|
At June 30, 2015, balances for the Senior Notes due 2022 and for the New Energizer Term Loan are each reflected net of discount of approximately
$1.0
.
|
|
|
At
June 30, 2015
|
|
Quarter Ended
June 30, 2015
|
|
Nine Months Ended
June 30, 2015
|
||||||||||||||
Derivatives designated as Cash Flow Hedging Relationships
|
|
Estimated Fair Value, Asset (Liability)
(1) (2)
|
|
Gain (Loss) Recognized in OCI
(3)
|
|
Gain (Loss) Reclassified From OCI into Income(Effective Portion)
(4) (5)
|
|
Gain (Loss) Recognized in OCI
(3)
|
|
Gain (Loss) Reclassified From OCI into Income(Effective Portion)
(4) (5)
|
||||||||||
Foreign currency contracts
|
|
$
|
12.8
|
|
|
$
|
(4.6
|
)
|
|
$
|
9.5
|
|
|
$
|
22.3
|
|
|
$
|
24.0
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
|
At
September 30, 2014
|
|
Quarter Ended
June 30, 2014
|
|
Nine Months Ended
June 30, 2014
|
||||||||||||||
Derivatives designated as Cash Flow Hedging Relationships
|
|
Estimated Fair Value, Asset (Liability)
(1) (2)
|
|
Gain (Loss) Recognized in OCI
(3)
|
|
Gain (Loss) Reclassified From OCI into Income(Effective Portion)
(4) (5)
|
|
Gain (Loss) Recognized in OCI
(3)
|
|
Gain (Loss) Reclassified From OCI into Income(Effective Portion)
(4) (5)
|
||||||||||
Foreign currency contracts
|
|
$
|
14.5
|
|
|
$
|
(4.4
|
)
|
|
$
|
0.3
|
|
|
$
|
(1.0
|
)
|
|
$
|
5.2
|
|
(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.
|
(3)
|
OCI is defined as Other comprehensive (loss) income.
|
(4)
|
Gain (loss) reclassified to income was recorded as follows: foreign currency contracts in Other financing items, net.
|
(5)
|
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 in offsetting associated risk.
|
|
|
At
June 30, 2015
|
|
Quarter
Ended
June 30, 2015
|
|
Nine Months Ended
June 30, 2015
|
||||||
Derivatives not designated as Cash Flow Hedging Relationships
|
|
Estimated Fair Value Asset (Liability)
|
|
Gain (Loss) Recognized in Income
(1)
|
|
Gain (Loss) Recognized in Income
(1)
|
||||||
Share option
(2)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
0.5
|
|
Foreign currency contracts
|
|
(4.7
|
)
|
|
1.4
|
|
|
6.8
|
|
|||
Total
|
|
$
|
(4.7
|
)
|
|
$
|
1.4
|
|
|
$
|
7.3
|
|
|
|
|
|
|
|
|
||||||
|
|
At
September 30, 2014
|
|
Quarter
Ended
June 30, 2014
|
|
Nine Months Ended
June 30, 2014
|
||||||
Derivatives not designated as Cash Flow Hedging Relationships
|
|
Estimated Fair Value Asset (Liability)
|
|
Gain (Loss) Recognized in Income
(1)
|
|
Gain (Loss) Recognized in Income
(1)
|
||||||
Share option
(2)
|
|
$
|
5.6
|
|
|
$
|
6.6
|
|
|
$
|
11.8
|
|
Foreign currency contracts
|
|
3.3
|
|
|
(8.5
|
)
|
|
2.2
|
|
|||
Total
|
|
$
|
8.9
|
|
|
$
|
(1.9
|
)
|
|
$
|
14.0
|
|
(1)
|
Gain (loss) recognized in income was recorded as follows: share option in SG&A and foreign currency contracts in Other financing items, net.
|
(2)
|
The Company held a share option with a major financial institution, which matured in November 2014 and was subsequently not renewed.
|
Offsetting of derivative assets
|
||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
|
|
|
At June 30, 2015
|
|
At September 30, 2014
|
||||||||||||||||||||
Description
|
|
Balance Sheet location
|
|
Gross amounts of recognized assets
|
|
Gross amounts offset in the Balance Sheet
|
|
Net amounts of assets presented in the Balance Sheet
|
|
Gross amounts of recognized assets
|
|
Gross amounts offset in the Balance Sheet
|
|
Net amounts of assets presented in the Balance Sheet
|
||||||||||||
Foreign Currency Contracts
|
|
Other Current Assets, Other Assets
|
|
$
|
15.7
|
|
|
$
|
(1.3
|
)
|
|
$
|
14.4
|
|
|
$
|
19.8
|
|
|
$
|
(0.4
|
)
|
|
$
|
19.4
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Offsetting of derivative liabilities
|
||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
|
|
|
At June 30, 2015
|
|
At September 30, 2014
|
||||||||||||||||||||
Description
|
|
Balance Sheet location
|
|
Gross amounts of recognized liabilities
|
|
Gross amounts offset in the Balance Sheet
|
|
Net amounts of liabilities presented in the Balance Sheet
|
|
Gross amounts of recognized liabilities
|
|
Gross amounts offset in the Balance Sheet
|
|
Net amounts of liabilities presented in the Balance Sheet
|
||||||||||||
Foreign Currency Contracts
|
|
Other Current Liabilities, Other Liabilities
|
|
$
|
(6.5
|
)
|
|
$
|
0.2
|
|
|
$
|
(6.3
|
)
|
|
$
|
(1.8
|
)
|
|
$
|
0.2
|
|
|
$
|
(1.6
|
)
|
|
Level 2
|
||||||
|
June 30,
2015 |
|
September 30,
2014 |
||||
Assets (Liabilities) at estimated fair value:
|
|
|
|
||||
Deferred compensation
|
$
|
(152.5
|
)
|
|
$
|
(157.3
|
)
|
Derivatives - foreign currency contracts
|
8.1
|
|
|
17.8
|
|
||
Share option
|
—
|
|
|
5.6
|
|
||
Net Liabilities at estimated fair value
|
$
|
(144.4
|
)
|
|
$
|
(133.9
|
)
|
|
Foreign Currency Translation Adjustments
|
|
Pension and Post-retirement Activity
|
|
Hedging Activity
|
|
Total
|
||||||||
Balance at September 30, 2014
|
$
|
(78.2
|
)
|
|
$
|
(202.8
|
)
|
|
$
|
9.9
|
|
|
$
|
(271.1
|
)
|
OCI before reclassifications
|
(140.1
|
)
|
|
4.6
|
|
|
(17.8
|
)
|
|
(153.3
|
)
|
||||
Venezuela deconsolidation charge
|
33.7
|
|
|
—
|
|
|
—
|
|
|
33.7
|
|
||||
Reclassifications to earnings
|
—
|
|
|
4.4
|
|
|
16.8
|
|
|
21.2
|
|
||||
Balance at June 30, 2015
|
$
|
(184.6
|
)
|
|
$
|
(193.8
|
)
|
|
$
|
8.9
|
|
|
$
|
(369.5
|
)
|
|
|
Amount Reclassified from AOCI
(1)
|
|
|
||||||||||||||
Details of AOCI Components
|
|
Quarter Ended
June 30, 2015
|
|
Nine Months Ended
June 30, 2015
|
|
Quarter Ended
June 30, 2014
|
|
Nine Months Ended
June 30, 2014
|
|
Affected Line Item in the Consolidated Statements of Earnings
|
||||||||
Gains and losses on cash flow hedges
|
|
|
|
|
|
|
|
|
|
|
||||||||
Foreign exchange contracts
|
|
$
|
9.5
|
|
|
$
|
24.0
|
|
|
$
|
0.3
|
|
|
$
|
5.2
|
|
|
Other financing items, net
|
|
|
9.5
|
|
|
24.0
|
|
|
0.3
|
|
|
5.2
|
|
|
Total before tax
|
||||
|
|
(2.9
|
)
|
|
(7.2
|
)
|
|
(0.2
|
)
|
|
(2.4
|
)
|
|
Tax expense
|
||||
|
|
$
|
6.6
|
|
|
$
|
16.8
|
|
|
$
|
0.1
|
|
|
$
|
2.8
|
|
|
Net of tax
|
Amortization of defined benefit pension and postretirement items
|
|
|
|
|
|
|
|
|
|
|
||||||||
Actuarial losses
|
|
2.2
|
|
|
6.6
|
|
|
4.5
|
|
|
13.8
|
|
|
(2)
|
||||
Settlement gain
|
|
—
|
|
|
—
|
|
|
0.1
|
|
|
0.2
|
|
|
(2)
|
||||
|
|
2.2
|
|
|
6.6
|
|
|
4.6
|
|
|
14.0
|
|
|
Total before tax
|
||||
|
|
(0.7
|
)
|
|
(2.2
|
)
|
|
(1.7
|
)
|
|
(5.0
|
)
|
|
Tax expense
|
||||
|
|
$
|
1.5
|
|
|
$
|
4.4
|
|
|
$
|
2.9
|
|
|
$
|
9.0
|
|
|
Net of tax
|
Foreign currency translation adjustments
|
|
|
|
|
|
|
|
|
|
|
||||||||
Venezuela deconsolidation charge
|
|
$
|
—
|
|
|
$
|
33.7
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Venezuela deconsolidation charge
|
|
|
$
|
—
|
|
|
$
|
33.7
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Total reclassifications for the period
|
|
$
|
8.1
|
|
|
$
|
54.9
|
|
|
$
|
3.0
|
|
|
$
|
11.8
|
|
|
Net of tax
|
(1)
|
Amounts in parentheses indicate debits to profit (loss).
|
(2)
|
These AOCI components are included in the computation of net periodic benefit cost (see Note 10 for further details).
|
|
June 30,
2015 |
|
September 30,
2014 |
||||
Inventories
|
|
|
|
||||
Raw materials and supplies
|
$
|
95.5
|
|
|
$
|
92.6
|
|
Work in process
|
148.3
|
|
|
120.3
|
|
||
Finished products
|
382.4
|
|
|
404.0
|
|
||
Total inventories
|
$
|
626.2
|
|
|
$
|
616.9
|
|
Other Current Assets
|
|
|
|
||||
Miscellaneous receivables
|
$
|
63.8
|
|
|
$
|
74.4
|
|
Deferred income tax benefits
|
137.6
|
|
|
136.3
|
|
||
Prepaid expenses
|
131.7
|
|
|
117.3
|
|
||
Value added tax collectible from customers
|
43.8
|
|
|
48.0
|
|
||
Income taxes receivable
|
138.5
|
|
|
71.1
|
|
||
Other
|
32.6
|
|
|
41.6
|
|
||
Total other current assets
|
$
|
548.0
|
|
|
$
|
488.7
|
|
Property, Plant and Equipment
|
|
|
|
||||
Land
|
$
|
37.9
|
|
|
$
|
42.5
|
|
Buildings
|
286.5
|
|
|
296.4
|
|
||
Machinery and equipment
|
1,765.1
|
|
|
1,804.6
|
|
||
Construction in progress
|
72.5
|
|
|
53.4
|
|
||
Total gross property
|
2,162.0
|
|
|
2,196.9
|
|
||
Accumulated depreciation
|
(1,461.0
|
)
|
|
(1,445.2
|
)
|
||
Total property, plant and equipment, net
|
$
|
701.0
|
|
|
$
|
751.7
|
|
Other Current Liabilities
|
|
|
|
||||
Accrued advertising, sales promotion and allowances
|
$
|
135.9
|
|
|
$
|
106.0
|
|
Accrued trade allowances
|
85.0
|
|
|
82.6
|
|
||
Accrued salaries, vacations and incentive compensation
|
81.4
|
|
|
113.2
|
|
||
Income taxes payable
|
56.5
|
|
|
42.5
|
|
||
Returns reserve
|
43.1
|
|
|
45.4
|
|
||
2013 restructuring reserve
|
25.7
|
|
|
26.4
|
|
||
Spin restructuring reserve
|
31.3
|
|
|
—
|
|
||
Separation accrual
|
6.8
|
|
|
12.9
|
|
||
Other
|
188.4
|
|
|
228.1
|
|
||
Total other current liabilities
|
$
|
654.1
|
|
|
$
|
657.1
|
|
Other Liabilities
|
|
|
|
||||
Pensions and other retirement benefits
|
$
|
295.5
|
|
|
$
|
342.3
|
|
Deferred compensation
|
152.5
|
|
|
157.3
|
|
||
Other non-current liabilities
|
102.8
|
|
|
93.1
|
|
||
Total other liabilities
|
$
|
550.8
|
|
|
$
|
592.7
|
|
|
Parent Company
|
|
Guarantors
|
|
Non-Guarantors
|
|
Eliminations
|
|
Total
|
||||||||||
Net sales
|
$
|
—
|
|
|
$
|
664.8
|
|
|
$
|
556.4
|
|
|
$
|
(174.1
|
)
|
|
$
|
1,047.1
|
|
Cost of products sold
|
—
|
|
|
398.1
|
|
|
328.1
|
|
|
(173.2
|
)
|
|
553.0
|
|
|||||
Gross profit
|
—
|
|
|
266.7
|
|
|
228.3
|
|
|
(0.9
|
)
|
|
494.1
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Selling, general and administrative expense
|
61.6
|
|
|
100.2
|
|
|
96.7
|
|
|
—
|
|
|
258.5
|
|
|||||
Advertising and sales promotion expense
|
—
|
|
|
125.5
|
|
|
52.0
|
|
|
(0.2
|
)
|
|
177.3
|
|
|||||
Research and development expense
|
—
|
|
|
22.8
|
|
|
0.5
|
|
|
—
|
|
|
23.3
|
|
|||||
Spin restructuring charges
|
—
|
|
|
0.1
|
|
|
18.5
|
|
|
—
|
|
|
18.6
|
|
|||||
2013 restructuring charges
|
—
|
|
|
2.4
|
|
|
19.9
|
|
|
—
|
|
|
22.3
|
|
|||||
Industrial exit charges
|
—
|
|
|
21.8
|
|
|
0.1
|
|
|
—
|
|
|
21.9
|
|
|||||
Cost of early debt retirements
|
61.4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
61.4
|
|
|||||
Interest expense
|
26.8
|
|
|
2.6
|
|
|
1.7
|
|
|
—
|
|
|
31.1
|
|
|||||
Intercompany interest (income) expense
|
(18.7
|
)
|
|
18.7
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Other financing items, net
|
—
|
|
|
—
|
|
|
(10.3
|
)
|
|
—
|
|
|
(10.3
|
)
|
|||||
Intercompany service fees
|
—
|
|
|
(3.6
|
)
|
|
3.4
|
|
|
0.2
|
|
|
—
|
|
|||||
Equity in earnings of subsidiaries
|
(29.9
|
)
|
|
(32.8
|
)
|
|
—
|
|
|
62.7
|
|
|
—
|
|
|||||
(Loss) earnings before income taxes
|
(101.2
|
)
|
|
9.0
|
|
|
45.8
|
|
|
(63.6
|
)
|
|
(110.0
|
)
|
|||||
Income tax (benefit) provision
|
(28.7
|
)
|
|
(18.5
|
)
|
|
10.6
|
|
|
(0.9
|
)
|
|
(37.5
|
)
|
|||||
Net (loss) earnings
|
$
|
(72.5
|
)
|
|
$
|
27.5
|
|
|
$
|
35.2
|
|
|
$
|
(62.7
|
)
|
|
$
|
(72.5
|
)
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Statement of Comprehensive Income:
|
|
|
|
|
|
|
|
|
|
||||||||||
Net (loss) earnings
|
$
|
(72.5
|
)
|
|
$
|
27.5
|
|
|
$
|
35.2
|
|
|
$
|
(62.7
|
)
|
|
$
|
(72.5
|
)
|
Other comprehensive income (loss), net of tax
|
21.4
|
|
|
8.2
|
|
|
20.6
|
|
|
(28.8
|
)
|
|
21.4
|
|
|||||
Total comprehensive (loss) income
|
$
|
(51.1
|
)
|
|
$
|
35.7
|
|
|
$
|
55.8
|
|
|
$
|
(91.5
|
)
|
|
$
|
(51.1
|
)
|
|
Parent Company
|
|
Guarantors
|
|
Non-Guarantors
|
|
Eliminations
|
|
Total
|
||||||||||
Net sales
|
$
|
—
|
|
|
$
|
1,938.1
|
|
|
$
|
1,745.4
|
|
|
$
|
(590.0
|
)
|
|
$
|
3,093.5
|
|
Cost of products sold
|
—
|
|
|
1,161.8
|
|
|
1,033.1
|
|
|
(586.2
|
)
|
|
1,608.7
|
|
|||||
Gross profit
|
—
|
|
|
776.3
|
|
|
712.3
|
|
|
(3.8
|
)
|
|
1,484.8
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Selling, general and administrative expense
|
128.1
|
|
|
287.0
|
|
|
285.7
|
|
|
—
|
|
|
700.8
|
|
|||||
Advertising and sales promotion expense
|
—
|
|
|
235.8
|
|
|
134.9
|
|
|
(0.4
|
)
|
|
370.3
|
|
|||||
Research and development expense
|
—
|
|
|
66.1
|
|
|
1.5
|
|
|
—
|
|
|
67.6
|
|
|||||
Venezuela deconsolidation charge
|
—
|
|
|
129.8
|
|
|
14.7
|
|
|
—
|
|
|
144.5
|
|
|||||
Spin restructuring charges
|
—
|
|
|
10.1
|
|
|
56.8
|
|
|
—
|
|
|
66.9
|
|
|||||
2013 restructuring charges
|
—
|
|
|
14.0
|
|
|
14.7
|
|
|
—
|
|
|
28.7
|
|
|||||
Industrial exit charges
|
—
|
|
|
21.8
|
|
|
0.1
|
|
|
—
|
|
|
21.9
|
|
|||||
Cost of early debt retirements
|
61.4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
61.4
|
|
|||||
Interest expense
|
82.7
|
|
|
2.6
|
|
|
3.4
|
|
|
—
|
|
|
88.7
|
|
|||||
Intercompany interest (income) expense
|
(73.5
|
)
|
|
73.5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Other financing items, net
|
—
|
|
|
0.3
|
|
|
(19.3
|
)
|
|
—
|
|
|
(19.0
|
)
|
|||||
Intercompany service fees
|
—
|
|
|
0.6
|
|
|
(0.8
|
)
|
|
0.2
|
|
|
—
|
|
|||||
Equity in earnings of subsidiaries
|
(100.5
|
)
|
|
(166.5
|
)
|
|
—
|
|
|
267.0
|
|
|
—
|
|
|||||
(Loss) earnings before income taxes
|
(98.2
|
)
|
|
101.2
|
|
|
220.6
|
|
|
(270.6
|
)
|
|
(47.0
|
)
|
|||||
Income tax (benefit) provision
|
(42.3
|
)
|
|
8.1
|
|
|
46.7
|
|
|
(3.6
|
)
|
|
8.9
|
|
|||||
Net (loss) earnings
|
$
|
(55.9
|
)
|
|
$
|
93.1
|
|
|
$
|
173.9
|
|
|
$
|
(267.0
|
)
|
|
$
|
(55.9
|
)
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Statement of Comprehensive Income:
|
|
|
|
|
|
|
|
|
|
||||||||||
Net (loss) earnings
|
$
|
(55.9
|
)
|
|
$
|
93.1
|
|
|
$
|
173.9
|
|
|
$
|
(267.0
|
)
|
|
$
|
(55.9
|
)
|
Other comprehensive (loss) income, net of tax
|
(98.4
|
)
|
|
(50.1
|
)
|
|
(100.8
|
)
|
|
150.9
|
|
|
(98.4
|
)
|
|||||
Total comprehensive (loss) income
|
$
|
(154.3
|
)
|
|
$
|
43.0
|
|
|
$
|
73.1
|
|
|
$
|
(116.1
|
)
|
|
$
|
(154.3
|
)
|
|
Parent Company
|
|
Guarantors
|
|
Non-Guarantors
|
|
Eliminations
|
|
Total
|
||||||||||
Net sales
|
$
|
—
|
|
|
$
|
700.6
|
|
|
$
|
632.6
|
|
|
$
|
(203.2
|
)
|
|
$
|
1,130.0
|
|
Cost of products sold
|
—
|
|
|
421.0
|
|
|
372.6
|
|
|
(202.6
|
)
|
|
591.0
|
|
|||||
Gross profit
|
—
|
|
|
279.6
|
|
|
260.0
|
|
|
(0.6
|
)
|
|
539.0
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Selling, general and administrative expense
|
7.0
|
|
|
97.5
|
|
|
102.6
|
|
|
—
|
|
|
207.1
|
|
|||||
Advertising and sales promotion expense
|
—
|
|
|
101.9
|
|
|
59.7
|
|
|
(0.2
|
)
|
|
161.4
|
|
|||||
Research and development expense
|
—
|
|
|
22.9
|
|
|
0.3
|
|
|
—
|
|
|
23.2
|
|
|||||
2013 restructuring
|
—
|
|
|
14.8
|
|
|
13.2
|
|
|
—
|
|
|
28.0
|
|
|||||
Interest expense
|
30.2
|
|
|
—
|
|
|
0.9
|
|
|
—
|
|
|
31.1
|
|
|||||
Intercompany interest (income) expense
|
(29.7
|
)
|
|
29.6
|
|
|
—
|
|
|
0.1
|
|
|
—
|
|
|||||
Other financing items, net
|
—
|
|
|
0.2
|
|
|
(0.1
|
)
|
|
—
|
|
|
0.1
|
|
|||||
Intercompany service fees
|
—
|
|
|
3.2
|
|
|
(3.3
|
)
|
|
0.1
|
|
|
—
|
|
|||||
Equity in earnings of subsidiaries
|
(70.2
|
)
|
|
(62.3
|
)
|
|
—
|
|
|
132.5
|
|
|
—
|
|
|||||
Earnings before income taxes
|
62.7
|
|
|
71.8
|
|
|
86.7
|
|
|
(133.1
|
)
|
|
88.1
|
|
|||||
Income tax provision
|
(1.9
|
)
|
|
6.0
|
|
|
20.0
|
|
|
(0.5
|
)
|
|
23.6
|
|
|||||
Net earnings
|
$
|
64.6
|
|
|
$
|
65.8
|
|
|
$
|
66.7
|
|
|
$
|
(132.6
|
)
|
|
$
|
64.5
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Statement of Comprehensive Income:
|
|
|
|
|
|
|
|
|
|
||||||||||
Net earnings
|
$
|
64.6
|
|
|
$
|
65.8
|
|
|
$
|
66.7
|
|
|
$
|
(132.6
|
)
|
|
$
|
64.5
|
|
Other comprehensive income (loss), net of tax
|
2.6
|
|
|
4.8
|
|
|
0.2
|
|
|
(5.0
|
)
|
|
2.6
|
|
|||||
Total comprehensive income
|
$
|
67.2
|
|
|
$
|
70.6
|
|
|
$
|
66.9
|
|
|
$
|
(137.6
|
)
|
|
$
|
67.1
|
|
|
Parent Company
|
|
Guarantors
|
|
Non-Guarantors
|
|
Eliminations
|
|
Total
|
||||||||||
Net sales
|
$
|
—
|
|
|
$
|
1,986.3
|
|
|
$
|
1,858.8
|
|
|
$
|
(538.8
|
)
|
|
$
|
3,306.3
|
|
Cost of products sold
|
—
|
|
|
1,203.7
|
|
|
1,079.2
|
|
|
(535.7
|
)
|
|
1,747.2
|
|
|||||
Gross profit
|
—
|
|
|
782.6
|
|
|
779.6
|
|
|
(3.1
|
)
|
|
1,559.1
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Selling, general and administrative expense
|
7.0
|
|
|
298.3
|
|
|
305.8
|
|
|
(0.3
|
)
|
|
610.8
|
|
|||||
Advertising and sales promotion expense
|
—
|
|
|
195.0
|
|
|
144.9
|
|
|
(0.4
|
)
|
|
339.5
|
|
|||||
Research and development expense
|
—
|
|
|
66.5
|
|
|
1.3
|
|
|
—
|
|
|
67.8
|
|
|||||
2013 restructuring
|
—
|
|
|
47.1
|
|
|
28.0
|
|
|
—
|
|
|
75.1
|
|
|||||
Interest expense
|
90.6
|
|
|
—
|
|
|
3.0
|
|
|
—
|
|
|
93.6
|
|
|||||
Intercompany interest (income) expense
|
(89.0
|
)
|
|
89.0
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Other financing items, net
|
—
|
|
|
0.5
|
|
|
(3.9
|
)
|
|
—
|
|
|
(3.4
|
)
|
|||||
Intercompany service fees
|
—
|
|
|
7.3
|
|
|
(7.3
|
)
|
|
—
|
|
|
—
|
|
|||||
Equity in earnings of subsidiaries
|
(279.2
|
)
|
|
(229.9
|
)
|
|
—
|
|
|
509.1
|
|
|
—
|
|
|||||
Earnings before income taxes
|
270.6
|
|
|
308.8
|
|
|
307.8
|
|
|
(511.5
|
)
|
|
375.7
|
|
|||||
Income tax provision
|
(0.4
|
)
|
|
39.2
|
|
|
68.3
|
|
|
(2.3
|
)
|
|
104.8
|
|
|||||
Net earnings
|
$
|
271.0
|
|
|
$
|
269.6
|
|
|
$
|
239.5
|
|
|
$
|
(509.2
|
)
|
|
$
|
270.9
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Statement of Comprehensive Income:
|
|
|
|
|
|
|
|
|
|
||||||||||
Net earnings
|
$
|
271.0
|
|
|
$
|
269.6
|
|
|
$
|
239.5
|
|
|
$
|
(509.2
|
)
|
|
$
|
270.9
|
|
Other comprehensive income (loss), net of tax
|
9.1
|
|
|
4.2
|
|
|
1.7
|
|
|
(5.9
|
)
|
|
9.1
|
|
|||||
Total comprehensive income
|
$
|
280.1
|
|
|
$
|
273.8
|
|
|
$
|
241.2
|
|
|
$
|
(515.1
|
)
|
|
$
|
280.0
|
|
|
Parent Company
|
|
Guarantors
|
|
Non-Guarantors
|
|
Eliminations
|
|
Total
|
||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
||||||||||
Current assets
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
$
|
—
|
|
|
$
|
38.8
|
|
|
$
|
1,051.3
|
|
|
$
|
—
|
|
|
$
|
1,090.1
|
|
Trade receivables, net
|
—
|
|
|
235.3
|
|
|
271.8
|
|
|
—
|
|
|
507.1
|
|
|||||
Inventories
|
—
|
|
|
374.4
|
|
|
308.9
|
|
|
(57.1
|
)
|
|
626.2
|
|
|||||
Other current assets
|
—
|
|
|
326.7
|
|
|
205.7
|
|
|
15.6
|
|
|
548.0
|
|
|||||
Total current assets
|
—
|
|
|
975.2
|
|
|
1,837.7
|
|
|
(41.5
|
)
|
|
2,771.4
|
|
|||||
Investment in subsidiaries
|
3,551.1
|
|
|
1,515.1
|
|
|
—
|
|
|
(5,066.2
|
)
|
|
—
|
|
|||||
Intercompany receivables, net
(1)
|
—
|
|
|
—
|
|
|
33.0
|
|
|
(33.0
|
)
|
|
—
|
|
|||||
Intercompany notes receivable
(1)
|
—
|
|
|
1.9
|
|
|
111.2
|
|
|
(113.1
|
)
|
|
—
|
|
|||||
Property, plant and equipment, net
|
—
|
|
|
407.3
|
|
|
293.7
|
|
|
—
|
|
|
701.0
|
|
|||||
Goodwill
|
—
|
|
|
1,086.6
|
|
|
378.7
|
|
|
—
|
|
|
1,465.3
|
|
|||||
Other intangible assets, net
|
—
|
|
|
1,635.0
|
|
|
174.0
|
|
|
—
|
|
|
1,809.0
|
|
|||||
Other assets
|
8.8
|
|
|
44.1
|
|
|
69.6
|
|
|
—
|
|
|
122.5
|
|
|||||
Total assets
|
$
|
3,559.9
|
|
|
$
|
5,665.2
|
|
|
$
|
2,897.9
|
|
|
$
|
(5,253.8
|
)
|
|
$
|
6,869.2
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Liabilities and Shareholders' Equity
|
|
|
|
|
|
|
|
|
|
||||||||||
Current liabilities
|
$
|
9.4
|
|
|
$
|
485.3
|
|
|
$
|
544.5
|
|
|
$
|
—
|
|
|
$
|
1,039.2
|
|
Intercompany payables, net
(1)
|
20.2
|
|
|
12.8
|
|
|
—
|
|
|
(33.0
|
)
|
|
—
|
|
|||||
Intercompany notes payable
(1)
|
—
|
|
|
111.2
|
|
|
1.9
|
|
|
(113.1
|
)
|
|
—
|
|
|||||
Long-term debt
|
1,244.0
|
|
|
995.0
|
|
|
269.0
|
|
|
—
|
|
|
2,508.0
|
|
|||||
Deferred income tax liabilities
|
—
|
|
|
457.8
|
|
|
27.1
|
|
|
—
|
|
|
484.9
|
|
|||||
Other liabilities
|
—
|
|
|
385.0
|
|
|
165.8
|
|
|
—
|
|
|
550.8
|
|
|||||
Total liabilities
|
1,273.6
|
|
|
2,447.1
|
|
|
1,008.3
|
|
|
(146.1
|
)
|
|
4,582.9
|
|
|||||
Total shareholders' equity
|
2,286.3
|
|
|
3,218.1
|
|
|
1,889.6
|
|
|
(5,107.7
|
)
|
|
2,286.3
|
|
|||||
Total liabilities and shareholders' equity
|
$
|
3,559.9
|
|
|
$
|
5,665.2
|
|
|
$
|
2,897.9
|
|
|
$
|
(5,253.8
|
)
|
|
$
|
6,869.2
|
|
(1)
|
Until June 30, 2015, intercompany activity included notes with interest due based on rates that approximated those paid by the Parent Company on third party debt. Other 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.
|
|
Parent Company
|
|
Guarantors
|
|
Non-Guarantors
|
|
Eliminations
|
|
Total
|
||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
||||||||||
Current assets
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
$
|
—
|
|
|
$
|
3.3
|
|
|
$
|
1,125.7
|
|
|
$
|
—
|
|
|
$
|
1,129.0
|
|
Trade receivables, net
(1)
|
—
|
|
|
6.5
|
|
|
488.5
|
|
|
—
|
|
|
495.0
|
|
|||||
Inventories
|
—
|
|
|
336.9
|
|
|
321.0
|
|
|
(41.0
|
)
|
|
616.9
|
|
|||||
Other current assets
|
0.1
|
|
|
253.2
|
|
|
223.6
|
|
|
11.8
|
|
|
488.7
|
|
|||||
Total current assets
|
0.1
|
|
|
599.9
|
|
|
2,158.8
|
|
|
(29.2
|
)
|
|
2,729.6
|
|
|||||
Investment in subsidiaries
|
7,287.0
|
|
|
2,204.6
|
|
|
—
|
|
|
(9,491.6
|
)
|
|
—
|
|
|||||
Intercompany receivables, net
(2)
|
—
|
|
|
4,336.9
|
|
|
337.3
|
|
|
(4,674.2
|
)
|
|
—
|
|
|||||
Intercompany notes receivable
(2)
|
2,038.3
|
|
|
1.9
|
|
|
12.6
|
|
|
(2,052.8
|
)
|
|
—
|
|
|||||
Property, plant and equipment, net
|
—
|
|
|
417.6
|
|
|
334.1
|
|
|
—
|
|
|
751.7
|
|
|||||
Goodwill
|
—
|
|
|
1,086.5
|
|
|
400.9
|
|
|
—
|
|
|
1,487.4
|
|
|||||
Other intangible assets, net
|
—
|
|
|
1,653.2
|
|
|
194.1
|
|
|
—
|
|
|
1,847.3
|
|
|||||
Other assets
|
8.3
|
|
|
35.0
|
|
|
69.4
|
|
|
—
|
|
|
112.7
|
|
|||||
Total assets
|
$
|
9,333.7
|
|
|
$
|
10,335.6
|
|
|
$
|
3,507.2
|
|
|
$
|
(16,247.8
|
)
|
|
$
|
6,928.7
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Liabilities and Shareholders' Equity
|
|
|
|
|
|
|
|
|
|
||||||||||
Current liabilities
|
$
|
368.3
|
|
|
$
|
531.4
|
|
|
$
|
674.0
|
|
|
$
|
—
|
|
|
$
|
1,573.7
|
|
Intercompany payables, net
(2)
|
4,674.2
|
|
|
—
|
|
|
—
|
|
|
(4,674.2
|
)
|
|
—
|
|
|||||
Intercompany notes payable
(2)
|
—
|
|
|
2,050.9
|
|
|
1.9
|
|
|
(2,052.8
|
)
|
|
—
|
|
|||||
Long-term debt
|
1,768.9
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,768.9
|
|
|||||
Deferred income tax liabilities
|
—
|
|
|
442.3
|
|
|
28.8
|
|
|
—
|
|
|
471.1
|
|
|||||
Other liabilities
|
—
|
|
|
410.3
|
|
|
182.4
|
|
|
—
|
|
|
592.7
|
|
|||||
Total liabilities
|
6,811.4
|
|
|
3,434.9
|
|
|
887.1
|
|
|
(6,727.0
|
)
|
|
4,406.4
|
|
|||||
Total shareholders' equity
|
2,522.3
|
|
|
6,900.7
|
|
|
2,620.1
|
|
|
(9,520.8
|
)
|
|
2,522.3
|
|
|||||
Total liabilities and shareholders' equity
|
$
|
9,333.7
|
|
|
$
|
10,335.6
|
|
|
$
|
3,507.2
|
|
|
$
|
(16,247.8
|
)
|
|
$
|
6,928.7
|
|
(1)
|
Trade receivables, net for the Non-Guarantors includes
$247.9
at September 30, 2014 of U.S. trade receivables sold from the Guarantors to Energizer Receivables Funding Corp ("ERF"), which is a non-guarantor of the Notes. These receivables were used by ERF to securitize the borrowings under the Company's receivable securitization facility, which was terminated in May 2015. The trade receivables were short-term in nature (on average less than 90 days). As payment of the receivable obligation was received from the customer, ERF remitted the cash to the Guarantors in payment for the purchase of the receivables. Cost and expenses paid by ERF related to the receivable securitization facility were billed to the Guarantors in the form of intercompany service fees.
|
(2)
|
Intercompany activity includes notes that bear interest due from the Guarantors to the Parent Company. Interest rates on these notes approximate the interest rates paid by the Parent Company on third party debt. Additionally, other 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.
|
|
Parent Company
|
|
Guarantors
|
|
Non-Guarantors
|
|
Eliminations
|
|
Total
|
||||||||||
Net cash flow (used by) from operations
|
$
|
(98.4
|
)
|
|
$
|
(176.2
|
)
|
|
$
|
298.3
|
|
|
$
|
—
|
|
|
$
|
23.7
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash Flow from Investing Activities
|
|
|
|
|
|
|
|
|
|
||||||||||
Capital expenditures
|
—
|
|
|
(55.7
|
)
|
|
(16.7
|
)
|
|
—
|
|
|
(72.4
|
)
|
|||||
Change related to Venezuelan operations
|
—
|
|
|
—
|
|
|
(93.8
|
)
|
|
—
|
|
|
(93.8
|
)
|
|||||
Acquisitions, net of cash acquired
|
—
|
|
|
(12.1
|
)
|
|
—
|
|
|
—
|
|
|
(12.1
|
)
|
|||||
Proceeds from sale of assets
|
—
|
|
|
0.1
|
|
|
14.2
|
|
|
—
|
|
|
14.3
|
|
|||||
Proceeds from intercompany notes
|
1,350.0
|
|
|
—
|
|
|
—
|
|
|
(1,350.0
|
)
|
|
—
|
|
|||||
Payments for intercompany notes
|
(310.0
|
)
|
|
—
|
|
|
(100.0
|
)
|
|
410.0
|
|
|
—
|
|
|||||
Intercompany receivables and payables, net
|
—
|
|
|
(30.5
|
)
|
|
—
|
|
|
30.5
|
|
|
—
|
|
|||||
Investments in subsidiaries
|
—
|
|
|
270.0
|
|
|
(270.0
|
)
|
|
—
|
|
|
—
|
|
|||||
Payment for equity contributions
|
—
|
|
|
(16.1
|
)
|
|
—
|
|
|
16.1
|
|
|
—
|
|
|||||
Change in restricted cash
|
—
|
|
|
—
|
|
|
13.9
|
|
|
—
|
|
|
13.9
|
|
|||||
Net cash from (used by) investing activities
|
1,040.0
|
|
|
155.7
|
|
|
(452.4
|
)
|
|
(893.4
|
)
|
|
(150.1
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash Flow from Financing Activities
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash proceeds from issuance of debt with original maturities greater than 90 days
|
1,145.0
|
|
|
999.0
|
|
|
270.0
|
|
|
—
|
|
|
2,414.0
|
|
|||||
Cash payments on debt with original maturities greater than 90 days
|
(1,900.0
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,900.0
|
)
|
|||||
Deferred finance expense
|
(2.6
|
)
|
|
(12.3
|
)
|
|
(0.2
|
)
|
|
—
|
|
|
(15.1
|
)
|
|||||
Net (decrease) increase in debt with original maturities of 90 days or less
|
(135.0
|
)
|
|
(5.0
|
)
|
|
(130.5
|
)
|
|
—
|
|
|
(270.5
|
)
|
|||||
Proceeds from intercompany notes
|
—
|
|
|
410.0
|
|
|
—
|
|
|
(410.0
|
)
|
|
—
|
|
|||||
Payments for intercompany notes
|
—
|
|
|
(1,350.0
|
)
|
|
—
|
|
|
1,350.0
|
|
|
—
|
|
|||||
Cash dividends paid
|
(93.2
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(93.2
|
)
|
|||||
Proceeds from issuance of common shares, net
|
4.4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4.4
|
|
|||||
Excess tax benefits from share-based payments
|
9.3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
9.3
|
|
|||||
Intercompany receivables and payables, net
|
30.5
|
|
|
—
|
|
|
—
|
|
|
(30.5
|
)
|
|
—
|
|
|||||
Proceeds for equity contributions
|
—
|
|
|
—
|
|
|
16.1
|
|
|
(16.1
|
)
|
|
—
|
|
|||||
Intercompany dividend
|
—
|
|
|
14.3
|
|
|
(14.3
|
)
|
|
—
|
|
|
—
|
|
|||||
Net cash (used by) from financing activities
|
(941.6
|
)
|
|
56.0
|
|
|
141.1
|
|
|
893.4
|
|
|
148.9
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Effect of exchange rate changes on cash
|
—
|
|
|
—
|
|
|
(61.4
|
)
|
|
—
|
|
|
(61.4
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Net increase (decrease) in cash and cash equivalents
|
—
|
|
|
35.5
|
|
|
(74.4
|
)
|
|
—
|
|
|
(38.9
|
)
|
|||||
Cash and cash equivalents, beginning of period
|
—
|
|
|
3.3
|
|
|
1,125.7
|
|
|
—
|
|
|
1,129.0
|
|
|||||
Cash and cash equivalents, end of period
|
$
|
—
|
|
|
$
|
38.8
|
|
|
$
|
1,051.3
|
|
|
$
|
—
|
|
|
$
|
1,090.1
|
|
|
Parent Company
|
|
Guarantors
|
|
Non-Guarantors
|
|
Eliminations
|
|
Total
|
||||||||||
Net cash flow from (used by) operations
|
$
|
50.8
|
|
|
$
|
79.5
|
|
|
$
|
268.4
|
|
|
$
|
(20.0
|
)
|
|
$
|
378.7
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash Flow from Investing Activities
|
|
|
|
|
|
|
|
|
|
||||||||||
Capital expenditures
|
—
|
|
|
(31.6
|
)
|
|
(23.4
|
)
|
|
—
|
|
|
(55.0
|
)
|
|||||
Acquisitions, net of cash acquired
|
—
|
|
|
(52.0
|
)
|
|
(135.1
|
)
|
|
—
|
|
|
(187.1
|
)
|
|||||
Proceeds from sale of assets
|
—
|
|
|
7.5
|
|
|
1.1
|
|
|
—
|
|
|
8.6
|
|
|||||
Proceeds from intercompany notes
|
140.0
|
|
|
0.4
|
|
|
—
|
|
|
(140.4
|
)
|
|
—
|
|
|||||
Intercompany receivables and payables, net
|
(175.0
|
)
|
|
(115.9
|
)
|
|
(65.5
|
)
|
|
356.4
|
|
|
—
|
|
|||||
Payment for equity contributions
|
—
|
|
|
(0.7
|
)
|
|
—
|
|
|
0.7
|
|
|
—
|
|
|||||
Net cash (used by) from investing activities
|
(35.0
|
)
|
|
(192.3
|
)
|
|
(222.9
|
)
|
|
216.7
|
|
|
(233.5
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash Flow from Financing Activities
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash payments on debt with original maturities greater than 90 days
|
(140.0
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(140.0
|
)
|
|||||
Deferred finance expense
|
(0.1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.1
|
)
|
|||||
Net increase in debt with original maturities of 90 days or less
|
175.0
|
|
|
9.3
|
|
|
69.2
|
|
|
—
|
|
|
253.5
|
|
|||||
Payments for intercompany notes
|
—
|
|
|
(140.0
|
)
|
|
(0.4
|
)
|
|
140.4
|
|
|
—
|
|
|||||
Common shares purchased
|
(94.4
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(94.4
|
)
|
|||||
Cash dividends paid
|
(93.0
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(93.0
|
)
|
|||||
Proceeds from issuance of common shares, net
|
6.7
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6.7
|
|
|||||
Excess tax benefits from share-based payments
|
6.1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6.1
|
|
|||||
Intercompany receivables and payables, net
|
115.9
|
|
|
240.5
|
|
|
—
|
|
|
(356.4
|
)
|
|
—
|
|
|||||
Proceeds for equity contributions
|
—
|
|
|
—
|
|
|
0.7
|
|
|
(0.7
|
)
|
|
—
|
|
|||||
Intercompany dividend
|
—
|
|
|
—
|
|
|
(20.0
|
)
|
|
20.0
|
|
|
—
|
|
|||||
Net cash (used by) from financing activities
|
(23.8
|
)
|
|
109.8
|
|
|
49.5
|
|
|
(196.7
|
)
|
|
(61.2
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Effect of exchange rate changes on cash
|
—
|
|
|
—
|
|
|
6.4
|
|
|
—
|
|
|
6.4
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Net (decrease) increase in cash and cash equivalents
|
(8.0
|
)
|
|
(3.0
|
)
|
|
101.4
|
|
|
—
|
|
|
90.4
|
|
|||||
Cash and cash equivalents, beginning of period
|
8.0
|
|
|
8.4
|
|
|
981.9
|
|
|
—
|
|
|
998.3
|
|
|||||
Cash and cash equivalents, end of period
|
$
|
—
|
|
|
$
|
5.4
|
|
|
$
|
1,083.3
|
|
|
$
|
—
|
|
|
$
|
1,088.7
|
|
•
|
Whether the operational, marketing and strategic benefits of the Separation can be achieved;
|
•
|
Whether the remaining costs and expenses of the Separation can be controlled within expectations;
|
•
|
General market and economic conditions;
|
•
|
Market trends in the categories in which we operate;
|
•
|
The success of new products and the ability to continually develop and market new products;
|
•
|
Our ability to attract, retain and improve distribution with key customers;
|
•
|
Our ability to continue planned advertising and other promotional spending and the effectiveness of such spending;
|
•
|
Our ability to timely execute strategic initiatives, including restructurings, in a manner that will positively impact our financial condition and results of operations and does not disrupt our business operations;
|
•
|
The impact of strategic initiatives, including the Separation as well as restructurings, on our relationships with employees, customers and vendors;
|
•
|
Our ability to maintain and improve market share in the categories in which we operate despite heightened competitive pressure;
|
•
|
Our ability to improve operations and realize cost savings;
|
•
|
The impact of foreign currency exchange rates and currency controls, as well as offsetting hedges;
|
•
|
The impact of raw material and other commodity costs;
|
•
|
Goodwill impairment charges resulting from declines in profitability or estimated cash flows related to intangible assets or market valuations for similar assets;
|
•
|
Costs and reputational damage associated with cyber-attacks or information security breaches;
|
•
|
Our ability to acquire and integrate businesses, and to realize the projected results of acquisitions;
|
•
|
The impact of advertising and product liability claims and other litigation;
|
•
|
Compliance with debt covenants and maintenance of credit ratings as well as the impact of interest and principal repayment of our existing and any future debt; or
|
•
|
The impact of legislative or regulatory determinations or changes by federal, state and local, and foreign authorities, including taxing authorities.
|
|
Quarter Ended June 30,
|
||||||||||||||
|
Net (Loss) Earnings
|
|
Diluted EPS
|
||||||||||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
Net (Loss) Earnings and Diluted EPS - GAAP
(1)
|
$
|
(72.5
|
)
|
|
$
|
64.5
|
|
|
$
|
(1.17
|
)
|
|
$
|
1.03
|
|
Impacts, net of tax: Expense (Income)
(2)
|
|
|
|
|
|
|
|
||||||||
Spin costs
(3)
|
63.1
|
|
|
4.4
|
|
|
1.01
|
|
|
0.07
|
|
||||
Spin restructuring charges
|
13.9
|
|
|
—
|
|
|
0.22
|
|
|
—
|
|
||||
2013 restructuring and related costs, net
(4)
|
17.3
|
|
|
20.6
|
|
|
0.28
|
|
|
0.34
|
|
||||
Industrial exit charges
|
13.8
|
|
|
—
|
|
|
0.22
|
|
|
—
|
|
||||
Feminine care acquisition and integration costs
|
—
|
|
|
1.0
|
|
|
—
|
|
|
0.02
|
|
||||
Cost of early debt retirements
|
38.7
|
|
|
—
|
|
|
0.62
|
|
|
—
|
|
||||
Other realignment and integration
|
0.3
|
|
|
0.3
|
|
|
0.01
|
|
|
—
|
|
||||
Adjustments to prior years' tax accruals
|
(1.4
|
)
|
|
—
|
|
|
(0.02
|
)
|
|
—
|
|
||||
Net Earnings and Diluted EPS - adjusted (Non-GAAP)
|
$
|
73.2
|
|
|
$
|
90.8
|
|
|
$
|
1.17
|
|
|
$
|
1.46
|
|
|
|
|
|
|
|
|
|
||||||||
Weighted-average shares - Basic
|
|
|
|
|
62.2
|
|
|
61.7
|
|
||||||
Weighted-average shares - Diluted
(2)
|
|
|
|
|
62.6
|
|
|
62.4
|
|
(1)
|
GAAP EPS for the quarter ended June 30, 2015 is calculated using the basic weighted-average shares outstanding due to the reported net loss.
|
(2)
|
All EPS impacts are calculated using diluted weighted-average shares outstanding. For the quarter ended June 30, 2015, this reflects the impact of 0.4 dilutive RSEs which are excluded from the GAAP EPS calculation due to the reported net loss.
|
(3)
|
Includes costs of $60.7 and $4.4 (net of tax) for the
quarter ended June 30, 2015
and
2014
, respectively, which are included in selling, general and administrative expense ("SG&A"). Additionally, costs of $2.4 (net of tax) for the
quarter ended June 30, 2015
were included in Cost of products sold.
|
(4)
|
Includes costs of $0.1 and $1.7 (net of tax) for the
quarter ended June 30, 2015
and
2014
, respectively, associated with certain information technology and related activities, which are included in SG&A. Additionally, costs of $0.8 (net of tax) for the
quarter ended June 30, 2015
, associated with obsolescence charges related to our restructuring, were included in Cost of products sold.
|
|
Nine Months Ended June 30,
|
||||||||||||||
|
Net Earnings
|
|
Diluted EPS
|
||||||||||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
Net (Loss) Earnings and Diluted EPS - GAAP
(1)
|
$
|
(55.9
|
)
|
|
$
|
270.9
|
|
|
$
|
(0.90
|
)
|
|
$
|
4.33
|
|
Impacts, net of tax: Expense (Income)
(2)
|
|
|
|
|
|
|
|
||||||||
Venezuela deconsolidation charge
|
144.5
|
|
|
—
|
|
|
2.31
|
|
|
—
|
|
||||
Spin costs
(3)
|
119.9
|
|
|
4.4
|
|
|
1.92
|
|
|
0.07
|
|
||||
Spin restructuring charges
|
47.0
|
|
|
—
|
|
|
0.75
|
|
|
—
|
|
||||
2013 restructuring and related costs, net
(4)
|
20.6
|
|
|
55.7
|
|
|
0.32
|
|
|
0.89
|
|
||||
Industrial exit charges
|
13.8
|
|
|
—
|
|
|
0.22
|
|
|
—
|
|
||||
Feminine care acquisition and integration costs
|
—
|
|
|
4.8
|
|
|
—
|
|
|
0.07
|
|
||||
Acquisition inventory valuation
|
—
|
|
|
5.0
|
|
|
—
|
|
|
0.08
|
|
||||
Cost of early debt retirements
|
38.7
|
|
|
—
|
|
|
0.62
|
|
|
—
|
|
||||
Other realignment and integration
|
1.0
|
|
|
0.6
|
|
|
0.03
|
|
|
0.01
|
|
||||
Adjustments to prior years' tax accruals
|
(4.0
|
)
|
|
—
|
|
|
(0.06
|
)
|
|
—
|
|
||||
Net Earnings and Diluted EPS - adjusted (Non-GAAP)
|
$
|
325.6
|
|
|
$
|
341.4
|
|
|
$
|
5.21
|
|
|
$
|
5.45
|
|
|
|
|
|
|
|
|
|
||||||||
Weighted-average shares - Basic
|
|
|
|
|
62.1
|
|
|
62.1
|
|
||||||
Weighted-average shares - Diluted
(2)
|
|
|
|
|
62.5
|
|
|
62.6
|
|
(1)
|
GAAP EPS for the nine months ended June 30, 2015 is calculated using the basic weighted-average shares outstanding due to the reported net loss.
|
(2)
|
All EPS impacts are calculated using diluted weighted-average shares outstanding. For the nine months ended June 30, 2015, this reflects the impact of 0.4 dilutive RSEs which are excluded from the GAAP EPS calculation due to the reported net loss.
|
(3)
|
Includes costs of $117.0 and $4.4 (net of tax) for the
nine months ended June 30, 2015
and
2014
, respectively, which are included in SG&A. Additionally, costs of $2.9 (net of tax) for the
nine months ended June 30, 2015
were included in Cost of products sold.
|
(4)
|
Includes costs of $0.3 and $5.3 (net of tax) for the
nine months ended June 30, 2015
and
2014
, respectively, associated with certain information technology and related activities, which are included in SG&A. Additionally, costs of $0.8 and $0.3 (net of tax) for the
nine months ended June 30, 2015
, and
2014
, respectively, associated with obsolescence charges related to our restructuring, were included in Cost of products sold.
|
Net Sales - Total Company
|
|
|
|
|
|
|
|
||||||
Quarter and Nine Months Ended June 30, 2015
|
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
|
||||||
|
Q3
|
|
%Chg
|
|
Nine Months
|
|
%Chg
|
||||||
Net sales - FY '14
|
$
|
1,130.0
|
|
|
|
|
$
|
3,306.3
|
|
|
|
||
Organic
|
1.7
|
|
|
0.2
|
%
|
|
(48.5
|
)
|
|
(1.4
|
)%
|
||
Change in Venezuela results
|
(14.4
|
)
|
|
(1.3
|
)%
|
|
(10.5
|
)
|
|
(0.3
|
)%
|
||
Impact of currency
|
(70.2
|
)
|
|
(6.2
|
)%
|
|
(175.2
|
)
|
|
(5.3
|
)%
|
||
Incremental impact of acquisition
|
—
|
|
|
—
|
%
|
|
21.4
|
|
|
0.6
|
%
|
||
Net sales - FY '15
|
$
|
1,047.1
|
|
|
(7.3
|
)%
|
|
$
|
3,093.5
|
|
|
(6.4
|
)%
|
•
|
Accelerated depreciation charges of
$10.1
and
$13.5
for the quarter and
nine months ended June 30, 2015
, and
$1.1
and
$8.3
for the quarter and
nine months ended June 30, 2014
, respectively;
|
•
|
Severance and related benefit costs of
$7.1
and
$11.4
for the quarter and
nine months ended June 30, 2015
, and
$11.8
and
$22.7
for the quarter and
nine months ended June 30, 2014
, respectively, associated with staffing reductions;
|
•
|
Consulting, program management and other charges associated with the restructuring of
$5.1
and
$14.8
for the quarter and
nine months ended June 30, 2015
, and
$16.4
and
$45.4
for the quarter and
nine months ended June 30, 2014
, respectively;
|
•
|
Net gain on the sale of fixed assets of
$11.0
for the
nine months ended June 30, 2015
related to the sale of the Household Products Asia battery packaging facility that was closed as part of the 2013 restructuring project; and
|
•
|
Net gain on the sale of fixed assets of $1.3 for the quarter and
nine months ended June 30, 2014
.
|
•
|
Adapt the global go-to-market footprint to adjust to the future strategies and scale of each stand-alone business;
|
•
|
Centralize certain back-office functions to increase efficiencies;
|
•
|
Outsource certain non-core transactional activities; and
|
•
|
Reduce headcount to optimize the cost structures of each stand-alone business.
|
•
|
$114.5 for the third quarter ($92.5 reported in SG&A, $3.4 reported in Cost of products sold and
$18.6
reported in Spin restructuring charges);
|
•
|
$251.9 for the nine months ended June 30, 2015 ($180.9 reported in SG&A, $4.1 reported in Cost of products sold and
$66.9
reported in Spin restructuring charges); and
|
•
|
$296.6
for the project-to-date (
$225.6
reported in SG&A, $4.1 reported in Cost of products sold and
$66.9
reported in Spin restructuring charges).
|
Net Sales - Personal Care
|
|
|
|
|
|
|
|
||||||
Quarter and Nine Months Ended June 30, 2015
|
|
|
|
|
|
|
|
||||||
|
Q3
|
|
% Chg
|
|
Nine Months
|
|
% Chg
|
||||||
Net sales - FY '14
|
$
|
718.3
|
|
|
|
|
$
|
1,957.5
|
|
|
|
||
Organic
|
4.5
|
|
|
0.7
|
%
|
|
(20.5
|
)
|
|
(1.1
|
)%
|
||
Change in Venezuela results
|
(7.6
|
)
|
|
(1.1
|
)%
|
|
1.2
|
|
|
0.1
|
%
|
||
Impact of currency
|
(42.4
|
)
|
|
(5.9
|
)%
|
|
(98.6
|
)
|
|
(5.0
|
)%
|
||
Incremental impact of acquisition
|
—
|
|
|
—
|
%
|
|
21.4
|
|
|
1.1
|
%
|
||
Net sales - FY '15
|
$
|
672.8
|
|
|
(6.3
|
)%
|
|
$
|
1,861.0
|
|
|
(4.9
|
)%
|
•
|
Wet Shave net sales decreased approximately
8%
on a reported basis. Wet Shave organic net sales increased approximately 2% driven by volume improvements for Men's Hydro and disposables, partially offset by unfavorable price/mix due to increased promotional programs.
|
•
|
Skin Care net sales decreased approximately
10%
on a reported basis. Skin care organic net sales decreased approximately 6% as volumes were lower in North America due to weather-related category softness, trade inventory reductions as well as share declines impacted in part by loss of seasonal displays in one large customer. This was partially offset by higher international sales driven by category growth and share gains.
|
•
|
Feminine Care net sales increased approximately
5%
on a reported basis. Feminine Care organic net sales increased approximately 7% due to pipeline shipments behind launch of Sport Pads, Liners and Combo packs.
|
•
|
Infant Care net sales decreased approximately 6% on a reported basis. Infant Care organic net sales decreased 4%, primarily due to lower net sales of bottles and cups offset in part by increased Diaper Genie sales.
|
Segment Profit - Personal Care
|
|
|
|
|
|
|
|
||||||
Quarter and Nine Months Ended June 30, 2015
|
|
|
|
|
|
|
|
||||||
|
Q3
|
|
% Chg
|
|
Nine Months
|
|
% Chg
|
||||||
Segment profit - FY '14
|
$
|
112.2
|
|
|
|
|
$
|
413.2
|
|
|
|
||
Operations
|
2.0
|
|
|
1.7
|
%
|
|
(2.3
|
)
|
|
(0.7
|
)%
|
||
Change in Venezuela results
|
(2.3
|
)
|
|
(2.0
|
)%
|
|
1.9
|
|
|
0.5
|
%
|
||
Impact of currency
|
(16.6
|
)
|
|
(14.8
|
)%
|
|
(40.7
|
)
|
|
(9.8
|
)%
|
||
Incremental impact of acquisition
|
—
|
|
|
—
|
%
|
|
4.5
|
|
|
1.1
|
%
|
||
Segment profit - FY '15
|
$
|
95.3
|
|
|
(15.1
|
)%
|
|
$
|
376.6
|
|
|
(8.9
|
)%
|
Net Sales - Household Products
|
|
|
|
|
|
|
|
||||||
Quarter and Nine Months Ended June 30, 2015
|
|
|
|
|
|
|
|
||||||
|
Q3
|
|
% Chg
|
|
Nine Months
|
|
% Chg
|
||||||
Net sales - FY '14
|
$
|
411.7
|
|
|
|
|
$
|
1,348.8
|
|
|
|
||
Organic
|
(2.8
|
)
|
|
(0.6
|
)%
|
|
(28.0
|
)
|
|
(2.0
|
)%
|
||
Change in Venezuela results
|
(6.8
|
)
|
|
(1.7
|
)%
|
|
(11.7
|
)
|
|
(0.9
|
)%
|
||
Impact of currency
|
(27.8
|
)
|
|
(6.8
|
)%
|
|
(76.6
|
)
|
|
(5.7
|
)%
|
||
Net sales - FY '15
|
$
|
374.3
|
|
|
(9.1
|
)%
|
|
$
|
1,232.5
|
|
|
(8.6
|
)%
|
Segment Profit - Household Products
|
|
|
|
|
|
|
|||||||
Quarter and Nine Months Ended June 30, 2015
|
|
|
|
|
|
|
|
||||||
|
Q3
|
|
% Chg
|
|
Nine Months
|
|
%Chg
|
||||||
Segment profit - FY '14
|
$
|
84.2
|
|
|
|
|
$
|
279.7
|
|
|
|
||
Operations
|
3.5
|
|
|
4.2
|
%
|
|
31.0
|
|
|
11.0
|
%
|
||
Change in Venezuela results
|
(3.3
|
)
|
|
(3.9
|
)%
|
|
(7.9
|
)
|
|
(2.8
|
)%
|
||
Impact of currency
|
(15.8
|
)
|
|
(18.8
|
)%
|
|
(45.1
|
)
|
|
(16.1
|
)%
|
||
Segment profit - FY '15
|
$
|
68.6
|
|
|
(18.5
|
)%
|
|
$
|
257.7
|
|
|
(7.9
|
)%
|
|
Quarter Ended
June 30,
|
|
Nine Months Ended
June 30,
|
||||||||||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
General corporate expenses
|
$
|
27.5
|
|
|
$
|
32.8
|
|
|
$
|
88.8
|
|
|
$
|
106.0
|
|
Integration and other realignment
|
0.4
|
|
|
0.5
|
|
|
1.3
|
|
|
1.0
|
|
||||
Sub-total
|
27.9
|
|
|
33.3
|
|
|
90.1
|
|
|
107.0
|
|
||||
Venezuela deconsolidation charge
|
—
|
|
|
—
|
|
|
144.5
|
|
|
—
|
|
||||
Spin costs
(1)
|
95.9
|
|
|
7.0
|
|
|
185.0
|
|
|
7.0
|
|
||||
Spin restructuring charges
|
18.6
|
|
|
—
|
|
|
66.9
|
|
|
—
|
|
||||
2013
restructuring and related costs
(2)
|
23.6
|
|
|
30.6
|
|
|
30.3
|
|
|
83.6
|
|
||||
Industrial exit charges
|
21.9
|
|
|
—
|
|
|
21.9
|
|
|
—
|
|
||||
Feminine care costs:
|
|
|
|
|
|
|
|
||||||||
Acquisition costs
|
—
|
|
|
—
|
|
|
—
|
|
|
3.4
|
|
||||
Integration costs
|
—
|
|
|
1.5
|
|
|
—
|
|
|
4.0
|
|
||||
Acquisition inventory valuation
|
—
|
|
|
—
|
|
|
—
|
|
|
8.0
|
|
||||
General corporate and other expenses
|
$
|
187.9
|
|
|
$
|
72.4
|
|
|
$
|
538.7
|
|
|
$
|
213.0
|
|
% of total net sales
|
17.9
|
%
|
|
6.4
|
%
|
|
17.4
|
%
|
|
6.4
|
%
|
(1)
|
Includes pre-tax costs of $92.5 and $180.9, respectively, for the quarter and
nine months ended June 30, 2015
and $7.0 for the quarter and
nine months ended June 30, 2014
which are included in SG&A. Additionally, pre-tax costs of $3.4 and $4.1, respectively, for the quarter and
nine months ended June 30, 2015
were included in Cost of products sold.
|
(2)
|
Includes pre-tax costs of
$0.2
and
$0.5
for the quarter and
nine months ended June 30, 2015
, respectively, and
$2.6
and
$8.1
for the quarter and
nine months ended June 30, 2014
, respectively, associated with certain information technology and related activities, which are included in SG&A. Additionally, pre-tax costs of
$1.1
for the quarter and
nine months ended June 30, 2015
and
$0.4
for the
nine months ended June 30, 2014
associated with obsolescence charges related to our restructuring were included in Cost of products sold.
|
|
Total
|
|
Less than 1
year
|
|
1-3 years
|
|
3-5 years
|
|
More than 5
years
|
||||||||||
Long-term debt, including current maturities
(1)
|
$
|
2,514.0
|
|
|
$
|
4.0
|
|
|
$
|
277.0
|
|
|
$
|
153.0
|
|
|
$
|
2,080.0
|
|
Interest on long-term debt
|
778.2
|
|
|
102.9
|
|
|
206.1
|
|
|
199.9
|
|
|
269.3
|
|
|||||
Notes payable
|
23.0
|
|
|
23.0
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Minimum pension funding
(2)
|
22.2
|
|
|
11.7
|
|
|
7.9
|
|
|
2.6
|
|
|
—
|
|
|||||
Operating leases
|
129.3
|
|
|
28.9
|
|
|
41.1
|
|
|
29.4
|
|
|
29.9
|
|
|||||
Purchase obligations and other
(3) (4) (5)
|
139.9
|
|
|
70.1
|
|
|
36.9
|
|
|
14.3
|
|
|
18.6
|
|
|||||
Total
|
$
|
3,606.6
|
|
|
$
|
240.6
|
|
|
$
|
569.0
|
|
|
$
|
399.2
|
|
|
$
|
2,397.8
|
|
(1)
|
Included in the table above are maturities of $1,000 related to New Energizer borrowings, which were distributed with the other assets and liabilities of New Energizer with the Separation.
|
(2)
|
Globally, our total pension contributions in the next twelve months are estimated to be approximately $12. The U.S. pension plans constitute over 75% of the total benefit obligations and plan assets for our pension plans. The estimates beyond 2015 represent future pension payments to comply with local funding requirements in the U.S. only. The projected payments beyond fiscal year 2019 are not currently determinable.
|
(3)
|
We have estimated approximately $9 of cash settlements associated with unrecognized tax benefits within the next year, which are included in the table above. As of June 30, 2015, our Consolidated Balance Sheet reflects a liability for unrecognized tax benefits of approximately $50. The contractual obligations table above does not include this liability beyond one year. Due to the high degree of uncertainty regarding the timing of future cash outflows of liabilities for unrecognized tax benefits beyond one year, a reasonable estimate of the period of cash settlement for periods beyond the next twelve months cannot be made, and thus is not included in this table.
|
(4)
|
Included in the table above are approximately $59 of fixed costs related to third party logistics contracts.
|
(5)
|
Included in the table above are approximately $28 of severance and related benefit costs associated with staffing reductions that have been identified to date related to the 2013 restructuring. This is not inclusive of severance and related benefit costs associated with the Spin restructuring.
|
Period
|
|
Total Number of
Shares Purchased
(1)
|
|
Average Price Paid
per share
|
|
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, 2015
|
|
186
|
|
|
$
|
140.07
|
|
|
—
|
|
|
5,019,739
|
|
May 1 to 31, 2015
|
|
1,206
|
|
|
$
|
140.43
|
|
|
—
|
|
|
10,000,000
|
|
June 1 to 30, 2015
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
10,000,000
|
|
(1)
|
1,392 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.
|
(2)
|
On May 21, 2015 the Board of Directors approved a new share repurchase authorization for the repurchase of up to ten million shares, which replaced a prior authorization under which approximately five million shares remained available for purchase. The Company did not repurchase any shares of the Company's common stock during the quarter ended June 30, 2015, other than a small number of shares related to the net settlement of certain stock awards for tax withholding purposes. The Company has ten million shares remaining on the above noted Board authorization to repurchase its common stock in the future.
|
|
|
EDGEWELL PERSONAL CARE COMPANY
|
|
|
|
|
|
|
|
Registrant
|
|
|
|
|
|
|
|
By:
|
/s/ Sandra J. Sheldon
|
|
|
|
Sandra J. Sheldon
|
|
|
|
Chief Financial Officer
|
|
|
|
(principal financial officer)
|
|
|
|
|
Date:
|
August 10, 2015
|
|
|
Exhibit No.
|
|
Description of Exhibit
|
|
2.1**
|
|
|
Separation and Distribution Agreement by and between the Company and Energizer Holdings, Inc. dated as of June 25, 2015 (incorporated by reference to Exhibit 2.1 to the Company's Current Report on Form 8-K filed June 29, 2015).
|
|
|
|
|
2.2**
|
|
|
Tax Matters Agreement by and between the Company and Energizer Holdings, Inc. dated as of June 26, 2015 (incorporated by reference to Exhibit 2.2 to the Company's Current Report on Form 8-K filed June 29, 2015).
|
|
|
|
|
2.3**
|
|
|
Employee Matters Agreement by and between the Company and Energizer Holdings, Inc. dated as of June 25, 2015 (incorporated by reference to Exhibit 2.3 to the Company's Current Report on Form 8-K filed June 29, 2015).
|
|
|
|
|
2.4**
|
|
|
Transition Services Agreement by and between the Company and Energizer Holdings, Inc. dated as of June 25, 2015 (incorporated by reference to Exhibit 2.4 to the Company's Current Report on Form 8-K filed June 29, 2015).
|
|
|
|
|
2.5**
|
|
|
Contribution Agreement by and between the Company and Energizer Holdings, Inc. dated June 30, 2015 (incorporated by reference to Exhibit 2.1 to the Company's Current Report on Form 8-K filed July 1, 2015).
|
|
|
|
|
3.1
|
|
|
Amended and Restated Articles of Incorporation of the Company (incorporated by reference to Exhibit 3.1 to the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2014).
|
|
|
|
|
3.2
|
|
|
Articles of Merger effective June 30, 2015 (incorporated by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K filed July 1, 2015).
|
|
|
|
|
3.3
|
|
|
Amended and Restated Bylaws of the Company effective June 30, 2015 (incorporated by reference to Exhibit 3.2 to the Company's Current Report on Form 8-K filed July 1, 2015).
|
|
|
|
|
3.4
|
|
|
Certificate of Designations of Series A Junior Participating Preferred Stock of the Company (incorporated by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K filed May 27, 2015).
|
|
|
|
|
4.1
|
|
|
Rights Agreement, dated as of May 21, 2015, between the Company and Continental Stock Transfer and Trust Company, as rights agent, which includes the Form of Right Certificate as Exhibit B and the Summary of Rights to Purchase Preferred Shares as Exhibit C (incorporated by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K filed May 27, 2015).
|
|
|
|
|
10.1
|
|
|
Term Loan Credit Agreement dated as of April 29, 2015 by and among the Company, as borrower, Citibank, N.A., as administrative agent, and Bank of America, N.A., the Bank of Tokyo Mitsubishi UFJ, Ltd., and JPMorgan Chase Bank, N.A., as Co-syndication Agents (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed April 30, 2015.
|
|
|
|
|
10.2
|
|
|
Amendment No. 2, dated May 14, 2015, to Amended and Restated Revolving Credit Agreement, dated as of May 6, 2011, by and among the Company, as borrower, JPMorgan Chase Bank, N.A., as administrative agent, and the various lenders who are a party thereto (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed May 15, 2015).
|
|
|
|
|
10.3
|
|
|
Credit Agreement, dated June 1, 2015, by and among the Company, as borrower, JPMorgan Chase Bank, N.A., as administrative agent, and Bank of America, N.A., The Bank of Tokyo-Mitsubishi UFJ, Ltd., and Citibank, N.A., as co-syndication agents (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed June 1, 2015).
|
|
|
|
|
10.4
|
|
|
Credit Agreement by and among Edgewell Personal Care Netherlands B.V., as borrower, the Company, and The Bank of Tokyo-Mitsubishi UFJ, Ltd., as Administrative Agent (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed June 15, 2015).
|
|
|
|
|
10.5
|
|
|
Trademark License Agreement by and between the Company and Energizer Brands, LLC dated June 25, 2015 (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed June 29, 2015).
|
|
|
|
|
10.6
|
|
|
Trademark License Agreement by and between the Company and Wilkinson Sword Gmbh, as licensors, and Energizer Holdings, Inc. dated June 25, 2015 (incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K filed June 29, 2015).
|
|
|
|
|
10.7
|
|
|
Form of Indemnification Agreement (for directors with existing agreements) (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed May 28, 2015).
|
|
|
|
|
10.8
|
|
|
Form of Indemnification Agreement (for new directors) (incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K filed May 28, 2015).
|
|
|
|
10.9
|
|
|
Form of Restricted Stock Equivalent Award Agreement (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed July 10, 2015).
|
|
|
|
|
10.10
|
|
|
Form of Non-Qualified Stock Option Agreement (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed July 10, 2015).
|
|
|
|
|
10.11
|
|
|
Form of Change of Control Agreement with Ms. Sheldon and Ms. Dreyer (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed July 10, 2015).
|
10.12*
|
|
|
Amendment to the Company's Executive Savings Investment Plan, effective July 1, 2015.
|
|
|
|
|
10.13*
|
|
|
Second Amendment to the 2010 Restatement of the Company's Supplemental Executive Retirement Plan, effective July 1, 2015.
|
|
|
|
|
10.14*
|
|
|
Amendment to the 2009 Restatement of the Company's Deferred Compensation Plan, effective July 1, 2015.
|
|
|
|
|
31.1*
|
|
|
Certification of periodic financial report by the Chief Executive Officer of Edgewell Personal Care Company pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as amended pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
|
31.2*
|
|
|
Certification of periodic financial report by the Chief Financial Officer of Edgewell Personal Care Company pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as amended pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
|
32.1*
|
|
|
Certification of periodic financial report pursuant to 18 U.S.C. Section 1350, adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, by the Chief Executive Officer of Edgewell Personal Care Company.
|
|
|
|
|
32.2*
|
|
|
Certification of periodic financial report pursuant to 18 U.S.C. Section 1350, adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, by the Chief Financial Officer of Edgewell Personal Care Company.
|
|
|
|
|
101
|
|
|
Attached as Exhibit 101 to this Quarterly Report on Form 10-Q are the following documents formatted in eXtensible Business Reporting Language (XBRL): (i) the Unaudited Consolidated Statements of Earnings and Comprehensive (Loss) Income (Condensed), (ii) the Unaudited Consolidated Balance Sheets (Condensed), (iii) the Unaudited Consolidated Statements of Cash Flows (Condensed), and (iv) Notes to Unaudited Condensed Consolidated Financial Statements. The financial information contained in the XBRL-related documents is "unaudited" and "unreviewed."
|
**
|
The Company hereby undertakes to furnish supplementally a copy of any omitted schedule or exhibit to such agreement to the Securities and Exchange Commission upon request.
|
1.
|
I have reviewed this quarterly report on Form 10-Q of Edgewell Personal Care Company;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrants fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
/s/ David P. Hatfield
|
David P. Hatfield
|
Chief Executive Officer
|
(principal executive officer)
|
1.
|
I have reviewed this quarterly report on Form 10-Q of Edgewell Personal Care Company;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrants fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
/s/ Sandra J. Sheldon
|
Sandra J. Sheldon
|
Chief Financial Officer
|
(principal financial officer)
|
/s/ David P. Hatfield
|
David P. Hatfield
|
Chief Executive Officer
|
/s/ Sandra J. Sheldon
|
Sandra J. Sheldon
|
Chief Financial Officer
|