x
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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o
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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 incorporation or organization)
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(I. R. S. Employer Identification No.)
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1350 Timberlake Manor Parkway
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Chesterfield, Missouri 63017
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(Address of principal executive offices) (Zip Code)
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(314) 594-1900
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(Registrant's telephone number, including area code)
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Title of each class
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Name of each exchange on which registered
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Common Stock, par value $.01 per share
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New York Stock Exchange
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Preferred Share Purchase Rights
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New York Stock Exchange
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Large accelerated filer
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x
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Accelerated filer
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o
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Non-accelerated filer
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o
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(Do not check if a smaller reporting company)
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Smaller reporting company
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o
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PART I
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Item 1.
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Business.
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Item 1A.
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Risk Factors.
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Item 1B.
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Unresolved Staff Comments.
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Item 2.
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Properties.
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Item 3.
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Legal Proceedings.
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Item 4.
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Mine Safety Disclosures.
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PART II
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Item 5.
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Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
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Item 6.
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Selected Financial Data.
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Item 7.
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Management's Discussion and Analysis of Financial Condition and Results of Operations.
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Item 7A.
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Quantitative and Qualitative Disclosures About Market Risk.
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Item 8.
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Financial Statements and Supplementary Data.
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Item 9.
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Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.
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Item 9A.
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Controls and Procedures.
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Item 9B.
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Other Information.
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PART III
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Item 10.
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Directors, Executive Officers and Corporate Governance.
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Item 11.
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Executive Compensation.
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Item 12.
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Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
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Item 13.
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Certain Relationships and Related Transactions, and Director Independence.
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Item 14.
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Principal Accounting Fees and Services.
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Part IV
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Item 15.
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Exhibits, Financial Statement Schedules.
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Signatures
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Exhibit Index
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•
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We are subject to risks related to our international operations, such as global economic conditions, currency fluctuations and our changing international go-to-market strategy, that could adversely affect our results of operations;
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•
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We may not achieve some or all of the expected benefits of the Separation, and the Separation may materially adversely affect our business;
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•
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Our manufacturing facilities, supply channels or other business operations may be subject to disruption from events beyond our control;
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•
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Our access to capital markets and borrowing capacity could be limited;
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•
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If we cannot continue to develop new products in a timely manner, and at favorable margins, we may not be able to compete effectively;
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•
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We have a substantial level of indebtedness and are subject to various covenants relating to such indebtedness, which could limit our discretion to operate and grow our business;
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•
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We face risks arising from the restructuring of our operations and uncertainty with respect to our ability to achieve our estimated cost savings;
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•
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Loss of any of our principal customers and emergence of new sales channels could significantly decrease our sales and profitability;
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•
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We may not be able to attract, retain and develop key personnel;
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•
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We may experience losses or be subject to increased funding and expenses related to our pension plans;
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•
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We may not be able to continue to identify and complete strategic acquisitions and effectively integrate acquired companies to achieve desired financial benefits;
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•
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Our Wet Shave segment's men's shaving systems category has faced relatively flat to declining sales;
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•
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Our business involves the potential for product liability and other claims against us, which could affect our results of operations and financial condition and result in product recalls or withdrawals;
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•
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A failure of a key information technology system or a breach of our information security could adversely impact our ability to conduct business;
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•
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The resolution of our tax contingencies may result in additional tax liabilities, which could adversely impact our cash flows and results of operations;
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•
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If we fail to adequately protect our intellectual property rights, competitors may manufacture and market similar products, which could adversely affect our market share and results of operations;
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•
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Potential liabilities in connection with the Separation may arise under fraudulent conveyance and transfer laws and legal capital requirements.
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Name
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Age
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Title
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Ward M. Klein
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60
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Executive Chairman of the Board
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David P. Hatfield
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55
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President and Chief Executive Officer
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Sandra J. Sheldon
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53
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Chief Financial Officer
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Anthony J. Bender
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57
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Chief Information Officer and Vice President of Global Business Services
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Peter J. Conrad
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55
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Chief Administrative Officer
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Elizabeth E. Dreyer
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53
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Vice President, Controller and Chief Accounting Officer
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Wilbur A. Robertson
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59
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Chief Marketing Officer
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Manish R. Shanbhag
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45
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Chief Legal Officer, Chief Compliance Officer and Secretary
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David S. VerNooy
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55
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Vice President, Global Operations and Research, Development and Engineering
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•
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our primary competitor in wet shave and feminine care products, The Procter & Gamble Company, and our other competitors, may have substantially greater financial, marketing, research and development and other resources and greater market share in certain segments than we do, which could provide them with greater scale and negotiating leverage with retailers and suppliers;
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•
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our competitors may have lower production, sales and distribution costs, and higher profit margins, which may enable them to offer aggressive retail discounts and other promotional incentives;
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•
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our competitors may be able to obtain exclusive distribution rights at particular retailers, or favorable in-store placement; and
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•
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we may lose market share to private label brands sold by retail chains, or to price brands sold by local and regional competitors, which, in each case, are typically sold at lower prices than our products.
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•
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the possibility of expropriation, confiscatory taxation or price controls;
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•
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the inability to repatriate foreign-based cash, which constitutes substantially all of our overall cash, for strategic needs in the U.S., either at all or without incurring significant income tax and earnings consequences, as well as the heightened counter-party, internal control and country-specific risks associated with holding cash overseas;
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•
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the effect of foreign income taxes, value-added taxes and withholding taxes, including the inability to recover amounts owed to us by a government authority without extended proceedings or at all;
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•
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the effect of the U.S. tax treatment of foreign source income and losses, and other restrictions on the flow of capital between countries;
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•
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adverse changes in local investment or exchange control regulations;
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•
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restrictions on and taxation of international imports and exports;
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•
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currency fluctuations, including the impact of hyper-inflationary conditions in certain economies, particularly where exchange controls limit or eliminate our ability to convert from local currency;
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•
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political or economic instability, government nationalization of business or industries, government corruption, and civil unrest, including political or economic instability;
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•
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legal and regulatory constraints, including tariffs and other trade barriers;
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•
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difficulty in enforcing contractual and intellectual property rights; and
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•
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a significant portion of our sales are denominated in local currencies but reported in U.S. dollars, and a high percentage of product costs for such sales are denominated in U.S. dollars. Therefore, although we may hedge a portion of the exposure, the strengthening of the U.S. dollar relative to such currencies can negatively impact our reported sales and operating profits.
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•
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actual or perceived disruption of service or reduction in service standards to customers;
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•
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the failure to preserve adequate internal controls as we restructure our general and administrative functions, including our information technology and financial reporting infrastructure;
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•
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the failure to preserve supplier relationships and distribution, sales and other important relationships and to resolve conflicts that may arise;
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•
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loss of sales as we reduce or eliminate staffing on non-core product lines;
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•
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diversion of management attention from ongoing business activities; and
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•
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the failure to maintain employee morale and retain key employees while implementing benefit changes and reductions in the workforce.
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•
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restrictions on various types of business combinations with, or the voting of certain holders of shares of our voting stock by, significant shareholders;
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•
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the inability of our shareholders to call a special meeting or, unless unanimous, to act by written consent;
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•
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rules regarding how shareholders may present proposals or nominate directors for election at shareholder meetings;
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•
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the right of the Board to issue preferred stock without shareholder approval;
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•
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a provision that our shareholders may only remove directors "for cause" and with the approval of the holders of two-thirds of our outstanding voting stock at a special meeting of shareholders called expressly for that purpose;
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•
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the ability of our directors, and not shareholders, to fix the size of the Board or to fill vacancies on the Board;
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•
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a prohibition of amendment of our bylaws by shareholders without first amending the articles of incorporation; and
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•
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the requirement that any amendment or repeal of specified provisions of our articles of incorporation (including provisions relating to certain business combinations, directors, and amendment of our bylaws) must be approved by the holders of at least two-thirds of the outstanding shares of our common stock and any other voting shares that may be outstanding, voting together as a single class.
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(1)
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The adjusted market prices per share, as reported by Bloomberg, reflect historical share prices that have been adjusted to reflect the Separation.
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FY2015
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FY2014
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First Quarter
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$
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0.50
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$
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0.50
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Second Quarter
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$
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0.50
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$
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0.50
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Third Quarter
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$
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0.50
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$
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0.50
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Fourth Quarter
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$
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—
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$
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0.50
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Period
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Total Number of Shares
Purchased
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Average Price Paid per Share
(1)
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Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs
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Maximum Number that May Yet Be Purchased Under the Plans or Programs
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|||||
July 1, 2015 to July 31, 2015
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—
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$
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—
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—
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10,000,000
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August 1, 2015 to August 31, 2015
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773,891
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$
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89.26
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773,891
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9,226,109
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September 1, 2015 to September 30, 2015
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1,243,153
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$
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85.39
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1,243,153
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7,982,956
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(1)
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Includes $0.02 per share of brokerage fee commissions.
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9/10
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9/11
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9/12
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9/13
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9/14
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9/15
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Edgewell Personal Care Company
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100.00
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|
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98.82
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111.63
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|
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138.95
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191.32
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188.93
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S&P Midcap 400
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100.00
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|
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98.72
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126.90
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|
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162.02
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|
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181.17
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|
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183.70
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S&P Household Products
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100.00
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110.58
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128.83
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145.39
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166.63
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|
|
156.79
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|
Statements of Earnings Data
(1)
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Fiscal Year
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||||||||||||||||||
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2015
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2014
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2013
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|
2012
|
|
2011
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||||||||||
Net sales
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$
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2,421.2
|
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$
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2,612.2
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$
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2,448.9
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$
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2,479.5
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$
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2,449.7
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Depreciation and amortization
|
91.3
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|
|
101.7
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|
|
92.9
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|
|
106.1
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|
|
110.0
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|||||
(Loss) earnings from continuing operations before income taxes
(2)
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(458.7
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)
|
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145.8
|
|
|
205.4
|
|
|
164.7
|
|
|
63.0
|
|
|||||
(Loss) earnings from continuing operations
|
(296.1
|
)
|
|
117.7
|
|
|
155.2
|
|
|
126.4
|
|
|
33.3
|
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|||||
(Loss) earnings from discontinued operations, net of tax
|
20.8
|
|
|
238.4
|
|
|
251.8
|
|
|
282.5
|
|
|
227.9
|
|
|||||
Net (loss) earnings
|
$
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(275.3
|
)
|
|
$
|
356.1
|
|
|
$
|
407.0
|
|
|
$
|
408.9
|
|
|
$
|
261.2
|
|
Basic (loss) earnings per share:
|
|
|
|
|
|
|
|
|
|
||||||||||
Continuing operations
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$
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(4.78
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)
|
|
$
|
1.90
|
|
|
$
|
2.50
|
|
|
$
|
1.95
|
|
|
$
|
0.48
|
|
Discontinued operations
|
0.34
|
|
|
3.85
|
|
|
4.05
|
|
|
4.35
|
|
|
3.27
|
|
|||||
Net (loss) earnings
|
(4.44
|
)
|
|
5.74
|
|
|
6.55
|
|
|
6.30
|
|
|
3.75
|
|
|||||
Diluted (loss) earnings per share:
|
|
|
|
|
|
|
|
|
|
||||||||||
Continuing operations
|
$
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(4.78
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)
|
|
$
|
1.88
|
|
|
$
|
2.47
|
|
|
$
|
1.92
|
|
|
$
|
0.47
|
|
Discontinued operations
|
0.34
|
|
|
3.81
|
|
|
4.00
|
|
|
4.30
|
|
|
3.24
|
|
|||||
Net (loss) earnings
|
(4.44
|
)
|
|
5.69
|
|
|
6.47
|
|
|
6.22
|
|
|
3.72
|
|
|||||
Cash dividends per common share
(3)
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$
|
1.50
|
|
|
$
|
2.00
|
|
|
$
|
1.70
|
|
|
$
|
0.40
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Balance Sheet Data
(4)
|
As of September 30,
|
||||||||||||||||||
|
2015
|
|
2014
|
|
2013
|
|
2012
|
|
2011
|
||||||||||
Working capital
(5)
|
$
|
969.8
|
|
|
$
|
1,155.9
|
|
|
$
|
1,415.0
|
|
|
$
|
1,215.1
|
|
|
$
|
1,233.3
|
|
Property, plant and equipment, net
|
476.1
|
|
|
751.7
|
|
|
755.6
|
|
|
848.5
|
|
|
885.4
|
|
|||||
Total assets
|
4,991.7
|
|
|
6,928.7
|
|
|
6,717.4
|
|
|
6,731.2
|
|
|
6,531.5
|
|
|||||
Long-term debt
|
1,704.0
|
|
|
1,768.9
|
|
|
1,998.8
|
|
|
2,138.6
|
|
|
2,206.5
|
|
(1)
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Comparisons of statements of earnings data may be impacted by the fiscal 2014 feminine care brands acquisition.
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(2)
|
(Loss) earnings from continuing operations before income taxes were (reduced) increased by the following items:
|
|
Fiscal Year
|
||||||||||||||||||
|
2015
|
|
2014
|
|
2013
|
|
2012
|
|
2011
|
||||||||||
Venezuela deconsolidation charge
|
$
|
(79.3
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Spin costs
(6)
|
(142.0
|
)
|
|
(24.4
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Spin restructuring charges
|
(28.3
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
2013 restructuring and related costs, net
(7)
|
(27.0
|
)
|
|
(53.5
|
)
|
|
(19.6
|
)
|
|
(1.0
|
)
|
|
—
|
|
|||||
Industrial sale charges
|
(32.7
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Cost of early debt retirements
|
(59.6
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(19.9
|
)
|
|||||
Impairment charges
|
(318.2
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Acquisition, integration and other realignment costs
|
—
|
|
|
(18.5
|
)
|
|
(1.5
|
)
|
|
(9.0
|
)
|
|
(22.3
|
)
|
|||||
Venezuela devaluation and other impacts
|
—
|
|
|
—
|
|
|
(6.3
|
)
|
|
—
|
|
|
(1.8
|
)
|
|||||
Net pension and postretirement gains
|
—
|
|
|
1.1
|
|
|
39.2
|
|
|
—
|
|
|
—
|
|
|||||
Total
|
$
|
(687.1
|
)
|
|
$
|
(95.3
|
)
|
|
$
|
11.8
|
|
|
$
|
(10.0
|
)
|
|
$
|
(44.0
|
)
|
(3)
|
We began paying dividends in the fourth quarter of fiscal 2012 and continued through the third quarter of fiscal 2015. We did not declare or pay any dividends during the fourth quarter of fiscal 2015.
|
(4)
|
Prior year balance sheet data has not been adjusted to reflect the Separation.
|
(5)
|
Working capital represents current assets less current liabilities.
|
(6)
|
Includes pre-tax costs of
$137.8
and
$24.4
for fiscal 2015 and 2014, respectively, which are included in Selling, general and administrative expense. Additionally, pre-tax costs of
$4.2
for fiscal 2015 were included in Cost of products sold.
|
(7)
|
Includes pre-tax costs of $0.3, $4.3
and
$1.6 for fiscal 2015, 2014 and
2013, respectively, associated with certain information technology and related activities, which are included in Selling, general and administrative expense. This also includes positive pre-tax adjustments of $0.7 for fiscal 2014 associated with our restructuring, which is included in Cost of products sold.
|
•
|
Wet Shave
consists of products sold under the Schick, Wilkinson Sword, Edge, Skintimate, Shave Guard and Personna brands, as well as non-branded products. Our 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, as well as Wet Ones hand and face wipes and Playtex household gloves.
|
•
|
Feminine Care
includes tampons, pads and liners sold under the Playtex, Stayfree, Carefree and o.b. brands, as well as personal cleansing wipes under the Playtex brand.
|
•
|
All Other
includes infant care products, such as bottles, cups and pacifiers, under the Playtex, OrthoPro and Binky brand names, as well as the Diaper Genie and Litter Genie disposal systems.
|
•
|
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.
|
•
|
Net loss from continuing operations in fiscal 2015 was
$296.1
compared to net earnings from continuing operations of
$117.7
in the prior year. Adjusted net earnings from continuing operations for fiscal 2015 increased 2% to
$175.2
primarily due to lower SG&A spending and a lower effective tax rate, partially offset by lower sales and gross margin due to increased trade spending, international go-to-market changes and other transition issues related to the Separation.
|
•
|
Net loss per share from continuing operations in fiscal 2015 was
$4.78
compared to net earnings per diluted share of
$1.88
in the prior year. Adjusted net earnings per diluted share from continuing operations were
$2.80
compared to
$2.76
in the prior year.
|
•
|
Net sales of
$2,421.2
decreased
7.3%
, or
2.5%
on an organic basis. This decrease was primarily driven by increased trade spending behind sales promotions, international go-to-market changes and other transition issues related to the Separation.
|
•
|
Net cash flow from operating activities decreased $423.2 to
$148.8
. The primary drivers of the decline in cash flow from operating activities in fiscal 2015 were related to the Separation.
|
|
Fiscal Year
|
||||||||||||||||||||||
|
Net (Loss) Earnings
|
|
Diluted EPS
|
||||||||||||||||||||
|
2015
|
|
2014
|
|
2013
|
|
2015
|
|
2014
|
|
2013
|
||||||||||||
Net (Loss) Earnings from Continuing Operations and Diluted EPS - GAAP
(1)
|
$
|
(296.1
|
)
|
|
$
|
117.7
|
|
|
$
|
155.2
|
|
|
$
|
(4.78
|
)
|
|
$
|
1.88
|
|
|
$
|
2.47
|
|
Impacts, net of tax: Expense (Income)
(2)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Impairment charges
|
201.1
|
|
|
—
|
|
|
—
|
|
|
3.22
|
|
|
—
|
|
|
—
|
|
||||||
Venezuela deconsolidation charge
|
79.3
|
|
|
—
|
|
|
—
|
|
|
1.27
|
|
|
—
|
|
|
—
|
|
||||||
Spin costs
(3)
|
93.5
|
|
|
15.4
|
|
|
—
|
|
|
1.50
|
|
|
0.25
|
|
|
—
|
|
||||||
Spin restructuring charges
|
20.1
|
|
|
—
|
|
|
—
|
|
|
0.32
|
|
|
—
|
|
|
—
|
|
||||||
2013 restructuring and related costs, net
(4)
|
16.2
|
|
|
37.1
|
|
|
14.6
|
|
|
0.26
|
|
|
0.59
|
|
|
0.23
|
|
||||||
Industrial sale charges
|
20.5
|
|
|
—
|
|
|
—
|
|
|
0.33
|
|
|
—
|
|
|
—
|
|
||||||
Feminine care brands acquisition and integration costs
|
—
|
|
|
6.2
|
|
|
0.9
|
|
|
—
|
|
|
0.10
|
|
|
0.01
|
|
||||||
Acquisition inventory valuation
|
—
|
|
|
5.0
|
|
|
—
|
|
|
—
|
|
|
0.08
|
|
|
—
|
|
||||||
Net pension and postretirement curtailment gains
|
—
|
|
|
(0.8
|
)
|
|
(24.7
|
)
|
|
—
|
|
|
(0.01
|
)
|
|
(0.39
|
)
|
||||||
Cost of early debt retirements
|
37.4
|
|
|
—
|
|
|
—
|
|
|
0.60
|
|
|
—
|
|
|
—
|
|
||||||
Other realignment and integration
|
—
|
|
|
0.6
|
|
|
0.2
|
|
|
—
|
|
|
0.01
|
|
|
—
|
|
||||||
Venezuela devaluation and other impacts
|
—
|
|
|
—
|
|
|
6.3
|
|
|
—
|
|
|
—
|
|
|
0.10
|
|
||||||
Tax on certain spin costs
|
1.4
|
|
|
—
|
|
|
—
|
|
|
0.02
|
|
|
—
|
|
|
—
|
|
||||||
Adjustments to prior years' tax accruals
|
1.8
|
|
|
(8.7
|
)
|
|
3.8
|
|
|
0.03
|
|
|
(0.14
|
)
|
|
0.06
|
|
||||||
Impact of basic/dilutive shares
|
—
|
|
|
—
|
|
|
—
|
|
|
0.03
|
|
|
—
|
|
|
—
|
|
||||||
Net Earnings and Diluted EPS - adjusted (Non-GAAP)
|
$
|
175.2
|
|
|
$
|
172.5
|
|
|
$
|
156.3
|
|
|
$
|
2.80
|
|
|
$
|
2.76
|
|
|
$
|
2.48
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Weighted-average shares outstanding - Basic
|
|
|
|
|
|
|
62.0
|
|
|
62.0
|
|
|
62.1
|
|
|||||||||
Weighted-average shares outstanding - Diluted
(2)
|
|
|
|
|
|
|
62.0
|
|
|
62.6
|
|
|
62.9
|
|
(1)
|
GAAP EPS for the
year ended September 30, 2015
was calculated using the basic weighted-average shares outstanding due to the reported net loss.
|
(2)
|
All EPS impacts were calculated using diluted weighted-average shares outstanding. For the
year ended September 30, 2015
, this reflects the impact of 0.5 dilutive restricted stock equivalents which were excluded from the GAAP EPS calculation due to the reported net loss.
|
(3)
|
Includes costs of
$90.8
and
$15.4
(net of tax) for the years ended September 30,
2015
and
2014
, respectively, which were included in selling, general and administrative expense ("SG&A"). Additionally, costs of
$2.7
(net of tax) for the
year ended September 30, 2015
were included in Cost of products sold.
|
(4)
|
Includes costs of
$0.2
,
$2.9
and
$1.2
(net of tax) for the years ended September 30,
2015
,
2014
and
2013
, respectively, which were included in SG&A. Additionally, positive adjustments of
$0.6
(net of tax) for the year ended September 30,
2014
were included in Cost of products sold.
|
Net Sales - Total Company
|
|
|
|
|
|
|
|
||||||
For the Years Ended September 30,
|
|
|
|
|
|
|
|
||||||
|
2015
|
|
%Chg
|
|
2014
|
|
%Chg
|
||||||
Net sales - prior year
|
$
|
2,612.2
|
|
|
|
|
$
|
2,448.9
|
|
|
|
||
Organic
|
(66.6
|
)
|
|
(2.5
|
)%
|
|
(35.3
|
)
|
|
(1.4
|
)%
|
||
Change in Venezuela results
|
(4.7
|
)
|
|
(0.2
|
)%
|
|
—
|
|
|
—
|
%
|
||
Impact of currency
|
(137.3
|
)
|
|
(5.3
|
)%
|
|
(31.5
|
)
|
|
(1.3
|
)%
|
||
Incremental impact of acquisition and sale
|
17.6
|
|
|
0.7
|
%
|
|
230.1
|
|
|
9.4
|
%
|
||
Net sales - current year
|
$
|
2,421.2
|
|
|
(7.3
|
)%
|
|
$
|
2,612.2
|
|
|
6.7
|
%
|
Net Sales - Wet Shave
|
|
|
|
|
|
|
|
||||||
For the Years Ended September 30,
|
|
|
|
|
|
|
|
||||||
|
2015
|
|
%Chg
|
|
2014
|
|
%Chg
|
||||||
Net sales - prior year
|
$
|
1,585.8
|
|
|
|
|
$
|
1,619.0
|
|
|
|
||
Organic
|
(24.6
|
)
|
|
(1.5
|
)%
|
|
(10.0
|
)
|
|
(0.7
|
)%
|
||
Change in Venezuela results
|
(4.7
|
)
|
|
(0.3
|
)%
|
|
—
|
|
|
—
|
%
|
||
Impact of currency
|
(115.2
|
)
|
|
(7.3
|
)%
|
|
(23.2
|
)
|
|
(1.4
|
)%
|
||
Net sales - current year
|
$
|
1,441.3
|
|
|
(9.1
|
)%
|
|
$
|
1,585.8
|
|
|
(2.1
|
)%
|
Segment Profit - Wet Shave
|
|
|
|
|
|
|
|
||||||
For the Years Ended September 30,
|
|
|
|
|
|
|
|
||||||
|
2015
|
|
%Chg
|
|
2014
|
|
%Chg
|
||||||
Segment profit - prior year
|
$
|
388.2
|
|
|
|
|
$
|
362.2
|
|
|
|
||
Organic
(1)
|
(35.7
|
)
|
|
(9.2
|
)%
|
|
46.3
|
|
|
12.8
|
%
|
||
Change in Venezuela results
|
1.6
|
|
|
0.4
|
%
|
|
—
|
|
|
—
|
%
|
||
Impact of currency
|
(45.4
|
)
|
|
(11.7
|
)%
|
|
(20.3
|
)
|
|
(5.6
|
)%
|
||
Segment profit - current year
|
$
|
308.7
|
|
|
(20.5
|
)%
|
|
$
|
388.2
|
|
|
7.2
|
%
|
(1)
|
Edgewell allocated non-segment specific SG&A based on net sales. In years of acquisition or divestiture, this methodology may impact the comparability of organic profit between periods. The impact of the feminine care brands acquisition in 2014 increased allocated SG&A by $19.4 for the Feminine Care segment, and decreased allocated SG&A for the other segments, including a decrease of $7.3 for the Wet Shave segment.
|
Net Sales - Sun and Skin Care
|
|
|
|
|
|
|
|
||||||
For the Years Ended September 30,
|
|
|
|
|
|
|
|
||||||
|
2015
|
|
%Chg
|
|
2014
|
|
%Chg
|
||||||
Net sales - prior year
|
$
|
424.5
|
|
|
|
|
$
|
429.0
|
|
|
|
||
Organic
|
(6.7
|
)
|
|
(1.6
|
)%
|
|
0.6
|
|
|
0.2
|
%
|
||
Impact of currency
|
(14.2
|
)
|
|
(3.3
|
)%
|
|
(5.1
|
)
|
|
(1.2
|
)%
|
||
Net sales - current year
|
$
|
403.6
|
|
|
(4.9
|
)%
|
|
$
|
424.5
|
|
|
(1.0
|
)%
|
Segment Profit - Sun and Skin Care
|
|
|
|
|
|
|
|
||||||
For the Years Ended September 30,
|
|
|
|
|
|
|
|
||||||
|
2015
|
|
%Chg
|
|
2014
|
|
%Chg
|
||||||
Segment profit - prior year
|
$
|
73.9
|
|
|
|
|
$
|
61.9
|
|
|
|
||
Organic
(1)
|
0.8
|
|
|
1.1
|
%
|
|
14.9
|
|
|
24.1
|
%
|
||
Impact of currency
|
(3.2
|
)
|
|
(4.3
|
)%
|
|
(2.9
|
)
|
|
(4.7
|
)%
|
||
Segment profit - current year
|
$
|
71.5
|
|
|
(3.2
|
)%
|
|
$
|
73.9
|
|
|
19.4
|
%
|
(1)
|
Edgewell allocated non-segment specific SG&A based on net sales. In years of acquisition or divestiture, this methodology may impact the comparability of organic profit between periods. The impact of the feminine care brands acquisition in 2014 increased allocated SG&A by $19.4 for the Feminine Care segment, and decreased allocated SG&A for the other segments, including a decrease of $5.3 for the Sun and Skin Care segment.
|
Net Sales - Feminine Care
|
|
|
|
|
|
|
|
||||||
For the Years Ended September 30,
|
|
|
|
|
|
|
|
||||||
|
2015
|
|
%Chg
|
|
2014
|
|
%Chg
|
||||||
Net sales - prior year
|
$
|
404.5
|
|
|
|
|
$
|
177.1
|
|
|
|
||
Organic
|
(23.4
|
)
|
|
(5.8
|
)%
|
|
(1.1
|
)
|
|
(0.6
|
)%
|
||
Impact of currency
|
(4.3
|
)
|
|
(1.1
|
)%
|
|
(1.6
|
)
|
|
(0.9
|
)%
|
||
Incremental impact of acquisition
|
21.4
|
|
|
5.3
|
%
|
|
230.1
|
|
|
129.9
|
%
|
||
Net sales - current year
|
$
|
398.2
|
|
|
(1.6
|
)%
|
|
$
|
404.5
|
|
|
128.4
|
%
|
Segment Profit - Feminine Care
|
|
|
|
|
|
|
|
||||||
For the Years Ended September 30,
|
|
|
|
|
|
|
|
||||||
|
2015
|
|
%Chg
|
|
2014
|
|
%Chg
|
||||||
Segment profit - prior year
|
$
|
51.1
|
|
|
|
|
$
|
25.6
|
|
|
|
||
Organic
(1)
|
(0.6
|
)
|
|
(1.2
|
)%
|
|
(17.8
|
)
|
|
(69.6
|
)%
|
||
Impact of currency
|
(6.3
|
)
|
|
(12.3
|
)%
|
|
(0.6
|
)
|
|
(2.3
|
)%
|
||
Incremental impact of acquisition
|
4.5
|
|
|
8.8
|
%
|
|
43.9
|
|
|
171.5
|
%
|
||
Segment profit - current year
|
$
|
48.7
|
|
|
(4.7
|
)%
|
|
$
|
51.1
|
|
|
99.6
|
%
|
(1)
|
Edgewell allocated non-segment specific SG&A based on net sales. In years of acquisition or divestiture, this methodology may impact the comparability of organic profit between periods. The impact of the feminine care brands acquisition in 2014 increased allocated SG&A by $19.4 for the Feminine Care segment, and decreased allocated SG&A for the other segments.
|
Net Sales - All Other
|
|
|
|
|
|
|
|
||||||
For the Years Ended September 30,
|
|
|
|
|
|
|
|
||||||
|
2015
|
|
%Chg
|
|
2014
|
|
%Chg
|
||||||
Net sales - prior year
|
$
|
197.4
|
|
|
|
|
$
|
223.8
|
|
|
|
||
Organic
|
(11.9
|
)
|
|
(6.1
|
)%
|
|
(24.8
|
)
|
|
(11.1
|
)%
|
||
Impact of currency
|
(3.6
|
)
|
|
(1.8
|
)%
|
|
(1.6
|
)
|
|
(0.7
|
)%
|
||
Incremental impact of sale
|
(3.8
|
)
|
|
(1.9
|
)%
|
|
—
|
|
|
—
|
%
|
||
Net sales - current year
|
$
|
178.1
|
|
|
(9.8
|
)%
|
|
$
|
197.4
|
|
|
(11.8
|
)%
|
Segment Profit - All Other
|
|
|
|
|
|
|
|
||||||
For the Years Ended September 30,
|
|
|
|
|
|
|
|
||||||
|
2015
|
|
%Chg
|
|
2014
|
|
%Chg
|
||||||
Segment profit - prior year
|
$
|
17.4
|
|
|
|
|
$
|
25.6
|
|
|
|
||
Organic
(1)
|
7.0
|
|
|
40.3
|
%
|
|
(7.3
|
)
|
|
(28.5
|
)%
|
||
Impact of currency
|
0.2
|
|
|
1.1
|
%
|
|
(0.9
|
)
|
|
(3.5
|
)%
|
||
Segment profit - current year
|
$
|
24.6
|
|
|
41.4
|
%
|
|
$
|
17.4
|
|
|
(32.0
|
)%
|
(1)
|
Edgewell allocated non-segment specific SG&A based on net sales. In years of acquisition or divestiture, this methodology may impact the comparability of organic profit between periods. The impact of the feminine care brands acquisition in 2014 increased allocated SG&A by $19.4 for the Feminine Care segment, and decreased allocated SG&A for the other segments including a decrease of $6.8 for the All Other segment.
|
|
Fiscal Year
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
|
|
|
|
|
|
||||||
Corporate expenses
|
$
|
122.0
|
|
|
$
|
152.8
|
|
|
$
|
133.3
|
|
Impairment charge
(1)
|
318.2
|
|
|
—
|
|
|
—
|
|
|||
Venezuela deconsolidation charge
|
79.3
|
|
|
—
|
|
|
—
|
|
|||
Spin costs
(2)
|
142.0
|
|
|
24.4
|
|
|
—
|
|
|||
Spin restructuring charges
|
28.3
|
|
|
—
|
|
|
—
|
|
|||
2013 restructuring and related costs
(3)
|
27.0
|
|
|
53.5
|
|
|
19.6
|
|
|||
Industrial sale charges
(4)
|
32.7
|
|
|
—
|
|
|
—
|
|
|||
Acquisition and integration costs
|
—
|
|
|
9.5
|
|
|
1.2
|
|
|||
Acquisition inventory valuation
|
—
|
|
|
8.0
|
|
|
—
|
|
|||
Net pension and postretirement gains
|
—
|
|
|
(1.1
|
)
|
|
(39.2
|
)
|
|||
General corporate and other expenses
|
$
|
749.5
|
|
|
$
|
247.1
|
|
|
$
|
114.9
|
|
% of net sales
|
31.0
|
%
|
|
9.5
|
%
|
|
4.7
|
%
|
(1)
|
For fiscal 2015, we recorded an intangible asset impairment charge related to our Playtex, Wet Ones and Skintimate brand names. See Note 8 of Notes to Consolidated Financial Statements.
|
(2)
|
Includes pre-tax costs of
$137.8
for fiscal 2015 and
$24.4
for fiscal 2014 which were included in SG&A. Additionally, pre-tax costs of
$4.2
for fiscal 2015 were included in Cost of products sold. See Note 3 of Notes to Consolidated Financial Statements.
|
(3)
|
Includes pre-tax costs of
$0.3
for fiscal 2015
,
$4.3
for fiscal 2014 and
$1.6
for fiscal 2013, associated with certain information technology and related activities, which were included in SG&A. Additionally, positive pre-tax adjustments of
$0.7
for fiscal 2014 associated with obsolescence charges related to restructuring were included in Cost of products sold. See Note 5 of Notes to Consolidated Financial Statements.
|
(4)
|
During fiscal 2015, we completed the sale of our industrial blades business. See Note 3 of Notes to Consolidated Financial Statements.
|
|
Fiscal Year
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
Net cash from (used by):
|
|
|
|
|
|
||||||
Operating activities
|
$
|
148.8
|
|
|
$
|
572.0
|
|
|
$
|
750.0
|
|
Investing activities
|
(174.8
|
)
|
|
(263.4
|
)
|
|
(89.1
|
)
|
|||
Financing activities
|
(327.2
|
)
|
|
(147.7
|
)
|
|
(377.5
|
)
|
|||
Effect of exchange rate changes on cash
|
(63.7
|
)
|
|
(30.2
|
)
|
|
(3.6
|
)
|
|||
Net (decrease) increase in cash and cash equivalents
|
$
|
(416.9
|
)
|
|
$
|
130.7
|
|
|
$
|
279.8
|
|
|
Total
|
|
Less than 1
year
|
|
1-3 years
|
|
3-5 years
|
|
More than 5
years
|
||||||||||
Long-term debt, including current maturities
|
$
|
1,704.9
|
|
|
$
|
—
|
|
|
$
|
269.9
|
|
|
$
|
335.0
|
|
|
$
|
1,100.0
|
|
Interest on long-term debt
|
375.6
|
|
|
63.8
|
|
|
121.4
|
|
|
115.2
|
|
|
75.2
|
|
|||||
Notes payable
|
17.5
|
|
|
17.5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Minimum pension funding
(1)
|
17.2
|
|
|
9.2
|
|
|
6.9
|
|
|
1.1
|
|
|
—
|
|
|||||
Operating leases
|
32.8
|
|
|
11.9
|
|
|
11.4
|
|
|
5.4
|
|
|
4.1
|
|
|||||
Purchase obligations and other
(2) (3) (4)
|
115.1
|
|
|
59.2
|
|
|
25.1
|
|
|
12.3
|
|
|
18.5
|
|
|||||
Total
|
$
|
2,263.1
|
|
|
$
|
161.6
|
|
|
$
|
434.7
|
|
|
$
|
469.0
|
|
|
$
|
1,197.8
|
|
(1)
|
Globally, our total pension contributions in the next twelve months are estimated to be approximately $9.2. U.S. pension plans constitute over 75% of the total benefit obligations and plan assets for our pension plans. The estimates beyond fiscal 2016 represent future pension payments to comply with local funding requirements in the U.S. only. The projected payments beyond fiscal 2020 are not currently determinable. We are currently evaluating the discretionary funding of certain international defined benefit plans that are presently unfunded.
|
(2)
|
We have estimated approximately $20.0 of cash settlements associated with unrecognized tax benefits within the next year, which are included in the table above. As of
September 30, 2015
, our Consolidated Balance Sheet reflects a liability for unrecognized tax benefits of approximately $47.1. 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.
|
(3)
|
Included in the table above are approximately $50.0 of fixed costs related to third party logistics contracts.
|
(4)
|
Included in the table above are approximately $12.4 of severance and related benefit costs associated with staffing reductions that have been identified to date related to the 2013 Restructuring.
|
Consolidated Financial Statements
|
|
Responsibility for Financial Statements
|
|
Management's Report on Internal Control Over Financial Reporting
|
|
Report of Independent Registered Public Accounting Firm
|
|
Consolidated Statements of Earnings and Comprehensive (Loss) Income for the fiscal years ended September 30, 2015, 2014 and 2013.
|
|
Consolidated Balance Sheets as of September 30, 2015 and 2014.
|
|
Consolidated Statements of Cash Flows for the fiscal years ended September 30, 2015, 2014 and 2013.
|
|
Consolidated Statement of Changes in Shareholders' Equity for the period from October 1, 2012 to September 30, 2015.
|
|
Notes to Consolidated Financial Statements.
|
|
Fiscal Year
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
Net sales
|
$
|
2,421.2
|
|
|
$
|
2,612.2
|
|
|
$
|
2,448.9
|
|
Cost of products sold
|
1,237.4
|
|
|
1,322.3
|
|
|
1,249.5
|
|
|||
Gross profit
|
1,183.8
|
|
|
1,289.9
|
|
|
1,199.4
|
|
|||
|
|
|
|
|
|
||||||
Selling, general and administrative expense
|
571.6
|
|
|
534.7
|
|
|
498.4
|
|
|||
Advertising and sales promotion expense
|
367.1
|
|
|
371.3
|
|
|
312.6
|
|
|||
Research and development expense
|
71.0
|
|
|
69.5
|
|
|
69.3
|
|
|||
Impairment charge
|
318.2
|
|
|
—
|
|
|
—
|
|
|||
Venezuela deconsolidation charge
|
79.3
|
|
|
—
|
|
|
—
|
|
|||
Spin restructuring charges
|
28.3
|
|
|
—
|
|
|
—
|
|
|||
2013 restructuring charges
|
26.7
|
|
|
49.9
|
|
|
18.0
|
|
|||
Industrial sale charges
|
32.7
|
|
|
—
|
|
|
—
|
|
|||
Net pension and postretirement benefit gains
|
—
|
|
|
(1.1
|
)
|
|
(39.2
|
)
|
|||
Interest expense
|
99.8
|
|
|
119.0
|
|
|
126.6
|
|
|||
Cost of early debt retirements
|
59.6
|
|
|
—
|
|
|
—
|
|
|||
Other (income) expense, net
|
(11.8
|
)
|
|
0.8
|
|
|
8.3
|
|
|||
(Loss) earnings from continuing operations before income taxes
|
(458.7
|
)
|
|
145.8
|
|
|
205.4
|
|
|||
Income tax (benefit) provision
|
(162.6
|
)
|
|
28.1
|
|
|
50.2
|
|
|||
(Loss) earnings from continuing operations
|
(296.1
|
)
|
|
117.7
|
|
|
155.2
|
|
|||
Earnings from discontinued operations, net of tax
|
20.8
|
|
|
238.4
|
|
|
251.8
|
|
|||
Net (loss) earnings
|
$
|
(275.3
|
)
|
|
$
|
356.1
|
|
|
$
|
407.0
|
|
|
|
|
|
|
|
||||||
Basic (loss) earnings per share (Note 7):
|
|
|
|
|
|
||||||
(Loss) earnings from continuing operations
|
$
|
(4.78
|
)
|
|
$
|
1.90
|
|
|
$
|
2.50
|
|
Earnings from discontinued operations, net of tax
|
0.34
|
|
|
3.85
|
|
|
4.05
|
|
|||
Net (loss) earnings
|
(4.44
|
)
|
|
5.74
|
|
|
6.55
|
|
|||
|
|
|
|
|
|
||||||
Diluted (loss) earnings per share (Note 7):
|
|
|
|
|
|
||||||
(Loss) earnings from continuing operations
|
$
|
(4.78
|
)
|
|
$
|
1.88
|
|
|
$
|
2.47
|
|
Earnings from discontinued operations, net of tax
|
0.34
|
|
|
3.81
|
|
|
4.00
|
|
|||
Net (loss) earnings
|
(4.44
|
)
|
|
5.69
|
|
|
6.47
|
|
|||
|
|
|
|
|
|
||||||
Statement of Comprehensive (Loss) Income:
|
|
|
|
|
|
||||||
Net (loss) earnings
|
$
|
(275.3
|
)
|
|
$
|
356.1
|
|
|
$
|
407.0
|
|
Other comprehensive (loss) income, net of tax:
|
|
|
|
|
|
||||||
Foreign currency translation adjustments
|
(111.4
|
)
|
|
(83.0
|
)
|
|
4.6
|
|
|||
Pension and postretirement activity, net of tax of ($6.2) in 2015, ($11.6) in 2014 and $18.9 in 2013
|
(7.4
|
)
|
|
(24.6
|
)
|
|
35.7
|
|
|||
Deferred (loss) gain on hedging activity, net of tax of ($2.0) in 2015, $3.6 in 2014 and $3.1 in 2013
|
(3.4
|
)
|
|
9.4
|
|
|
4.6
|
|
|||
Total other comprehensive (loss) income, net of tax
|
(122.2
|
)
|
|
(98.2
|
)
|
|
44.9
|
|
|||
Total comprehensive (loss) income
|
$
|
(397.5
|
)
|
|
$
|
257.9
|
|
|
$
|
451.9
|
|
|
September 30,
2015 |
|
September 30,
2014 |
||||
Assets
|
|
|
|
||||
Current assets
|
|
|
|
||||
Cash and cash equivalents
|
$
|
712.1
|
|
|
$
|
1,129.0
|
|
Trade receivables, less allowance for doubtful accounts of $5.4 and $13.4, respectively
|
279.8
|
|
|
495.0
|
|
||
Inventories
|
332.8
|
|
|
616.9
|
|
||
Other current assets
|
311.9
|
|
|
488.7
|
|
||
Total current assets
|
1,636.6
|
|
|
2,729.6
|
|
||
Property, plant and equipment, net
|
476.1
|
|
|
751.7
|
|
||
Goodwill
|
1,421.8
|
|
|
1,487.4
|
|
||
Other intangible assets, net
|
1,408.5
|
|
|
1,847.3
|
|
||
Other assets
|
48.7
|
|
|
112.7
|
|
||
Total assets
|
$
|
4,991.7
|
|
|
$
|
6,928.7
|
|
|
|
|
|
||||
Liabilities and Shareholders' Equity
|
|
|
|
||||
Current liabilities
|
|
|
|
||||
Current maturities of long-term debt
|
$
|
—
|
|
|
$
|
230.0
|
|
Notes payable
|
17.5
|
|
|
289.5
|
|
||
Accounts payable
|
236.9
|
|
|
397.1
|
|
||
Other current liabilities
|
412.4
|
|
|
657.1
|
|
||
Total current liabilities
|
666.8
|
|
|
1,573.7
|
|
||
Long-term debt
|
1,704.0
|
|
|
1,768.9
|
|
||
Deferred income tax liabilities
|
335.8
|
|
|
471.1
|
|
||
Other liabilities
|
421.0
|
|
|
592.7
|
|
||
Total liabilities
|
3,127.6
|
|
|
4,406.4
|
|
||
Commitments and contingencies (Note 16)
|
|
|
|
||||
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 and 65,251,989 issued; 60,176,237 and 61,824,350 outstanding, respectively
|
0.7
|
|
|
0.7
|
|
||
Additional paid-in capital
|
1,644.2
|
|
|
1,641.3
|
|
||
Retained earnings
|
772.9
|
|
|
1,373.0
|
|
||
Common shares in treasury at cost, 5,075,752 and 3,427,639, respectively
|
(382.2
|
)
|
|
(221.6
|
)
|
||
Accumulated other comprehensive loss
|
(171.5
|
)
|
|
(271.1
|
)
|
||
Total shareholders' equity
|
1,864.1
|
|
|
2,522.3
|
|
||
Total liabilities and shareholders' equity
|
$
|
4,991.7
|
|
|
$
|
6,928.7
|
|
|
Fiscal Year
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
Cash Flow from Operating Activities
|
|
|
|
|
|
||||||
Net (loss) earnings
|
$
|
(275.3
|
)
|
|
$
|
356.1
|
|
|
$
|
407.0
|
|
Adjustments to reconcile net (loss) earnings to net cash flow from operations:
|
|
|
|
|
|
||||||
Non-cash restructuring costs
|
41.5
|
|
|
4.7
|
|
|
42.9
|
|
|||
Net pension and postretirement gains
|
—
|
|
|
(1.1
|
)
|
|
(107.6
|
)
|
|||
Depreciation and amortization
|
115.3
|
|
|
136.2
|
|
|
144.5
|
|
|||
Impairment charge
|
318.2
|
|
|
—
|
|
|
—
|
|
|||
Venezuela deconsolidation charge
|
144.5
|
|
|
—
|
|
|
—
|
|
|||
Deferred income taxes
|
(190.4
|
)
|
|
3.2
|
|
|
43.3
|
|
|||
Non-cash items included in income, net
|
19.4
|
|
|
65.2
|
|
|
70.9
|
|
|||
Other, net
|
(37.9
|
)
|
|
(33.7
|
)
|
|
(59.7
|
)
|
|||
Changes in current assets and liabilities used in operations, net of effects of business acquisitions:
|
|
|
|
|
|
||||||
Accounts receivable, net
|
21.7
|
|
|
(34.7
|
)
|
|
181.8
|
|
|||
Inventories
|
(35.7
|
)
|
|
22.4
|
|
|
45.1
|
|
|||
Other current assets
|
13.9
|
|
|
(84.2
|
)
|
|
(45.8
|
)
|
|||
Accounts payable
|
(73.4
|
)
|
|
57.4
|
|
|
17.5
|
|
|||
Other current liabilities
|
87.0
|
|
|
80.5
|
|
|
10.1
|
|
|||
Net cash from operating activities
|
148.8
|
|
|
572.0
|
|
|
750.0
|
|
|||
Cash Flow from Investing Activities
|
|
|
|
|
|
||||||
Capital expenditures
|
(99.4
|
)
|
|
(85.3
|
)
|
|
(90.6
|
)
|
|||
Change related to Venezuelan operations
|
(93.8
|
)
|
|
—
|
|
|
—
|
|
|||
Acquisitions, net of cash acquired
|
(12.1
|
)
|
|
(187.1
|
)
|
|
—
|
|
|||
Proceeds from sale of assets
|
16.6
|
|
|
9.1
|
|
|
1.8
|
|
|||
Change in restricted cash
|
13.9
|
|
|
(0.1
|
)
|
|
(0.3
|
)
|
|||
Net cash used by investing activities
|
(174.8
|
)
|
|
(263.4
|
)
|
|
(89.1
|
)
|
|||
Cash Flow from Financing Activities
|
|
|
|
|
|
||||||
Cash proceeds from issuance of debt with original maturities greater than 90 days
|
2,604.2
|
|
|
—
|
|
|
—
|
|
|||
Cash payments on debt with original maturities greater than 90 days
|
(1,900.0
|
)
|
|
(140.1
|
)
|
|
(231.5
|
)
|
|||
Net (decrease) increase in debt with original maturities of 90 days or less
|
(252.6
|
)
|
|
194.2
|
|
|
(63.9
|
)
|
|||
Deferred finance expense
|
(15.1
|
)
|
|
—
|
|
|
—
|
|
|||
Common shares purchased
|
(175.2
|
)
|
|
(94.4
|
)
|
|
—
|
|
|||
Cash dividends paid
|
(93.2
|
)
|
|
(123.9
|
)
|
|
(105.6
|
)
|
|||
Transfer of cash and cash equivalents to New Energizer
|
(499.7
|
)
|
|
—
|
|
|
—
|
|
|||
Proceeds from issuance of common shares, net
|
4.4
|
|
|
9.9
|
|
|
18.2
|
|
|||
Excess tax benefits from share-based payments
|
—
|
|
|
6.6
|
|
|
5.3
|
|
|||
Net cash used by financing activities
|
(327.2
|
)
|
|
(147.7
|
)
|
|
(377.5
|
)
|
|||
Effect of exchange rate changes on cash
|
(63.7
|
)
|
|
(30.2
|
)
|
|
(3.6
|
)
|
|||
Net (decrease) increase in cash and cash equivalents
|
(416.9
|
)
|
|
130.7
|
|
|
279.8
|
|
|||
Cash and cash equivalents, beginning of period
|
1,129.0
|
|
|
998.3
|
|
|
718.5
|
|
|||
Cash and cash equivalents, end of period
|
$
|
712.1
|
|
|
$
|
1,129.0
|
|
|
$
|
998.3
|
|
|
|
|
|
|
|
||||||
Supplemental Disclosures of Cash Flow Information:
|
|
|
|
|
|
||||||
Cash paid for interest, net
|
$
|
164.3
|
|
|
$
|
120.3
|
|
|
$
|
126.5
|
|
Cash paid for income taxes, net
|
55.0
|
|
|
115.2
|
|
|
142.2
|
|
|
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, 2012
|
108.0
|
|
|
$
|
1.1
|
|
|
(46.5
|
)
|
|
$
|
(2,328.7
|
)
|
|
$
|
1,621.7
|
|
|
$
|
2,993.2
|
|
|
$
|
(217.8
|
)
|
|
$
|
2,069.5
|
|
Net earnings
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
407.0
|
|
|
—
|
|
|
407.0
|
|
||||||
Foreign currency translation adjustments
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4.6
|
|
|
4.6
|
|
||||||
Pension and postretirement activity
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
35.7
|
|
|
35.7
|
|
||||||
Deferred gain on hedging activity
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4.6
|
|
|
4.6
|
|
||||||
Cash dividends declared
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(108.1
|
)
|
|
—
|
|
|
(108.1
|
)
|
||||||
Retirement of treasury shares
|
(42.8
|
)
|
|
(0.4
|
)
|
|
42.8
|
|
|
2,146.5
|
|
|
—
|
|
|
(2,146.1
|
)
|
|
—
|
|
|
—
|
|
||||||
Activity under share plans
|
—
|
|
|
—
|
|
|
0.8
|
|
|
35.0
|
|
|
7.2
|
|
|
(1.9
|
)
|
|
—
|
|
|
40.3
|
|
||||||
Balance at September 30, 2013
|
65.2
|
|
|
$
|
0.7
|
|
|
(2.9
|
)
|
|
$
|
(147.2
|
)
|
|
$
|
1,628.9
|
|
|
$
|
1,144.1
|
|
|
$
|
(172.9
|
)
|
|
$
|
2,453.6
|
|
Net earnings
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
356.1
|
|
|
|
|
356.1
|
|
|||||||
Foreign currency translation adjustments
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(83.0
|
)
|
|
(83.0
|
)
|
||||||
Pension and postretirement activity
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(24.6
|
)
|
|
(24.6
|
)
|
||||||
Deferred gain on hedging activity
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
9.4
|
|
|
9.4
|
|
||||||
Cash dividends declared
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(126.2
|
)
|
|
—
|
|
|
(126.2
|
)
|
||||||
Repurchase of shares
|
—
|
|
|
—
|
|
|
(1.0
|
)
|
|
(94.4
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(94.4
|
)
|
||||||
Activity under share plans
|
—
|
|
|
—
|
|
|
0.5
|
|
|
20.0
|
|
|
12.4
|
|
|
(1.0
|
)
|
|
—
|
|
|
31.4
|
|
||||||
Balance at September 30, 2014
|
65.2
|
|
|
$
|
0.7
|
|
|
(3.4
|
)
|
|
$
|
(221.6
|
)
|
|
$
|
1,641.3
|
|
|
$
|
1,373.0
|
|
|
$
|
(271.1
|
)
|
|
$
|
2,522.3
|
|
Net (loss) earnings
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(275.3
|
)
|
|
—
|
|
|
(275.3
|
)
|
||||||
Foreign currency translation adjustments
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(111.4
|
)
|
|
(111.4
|
)
|
||||||
Pension and postretirement activity
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(7.4
|
)
|
|
(7.4
|
)
|
||||||
Deferred loss on hedging activity
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3.4
|
)
|
|
(3.4
|
)
|
||||||
Distribution to New Energizer
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(230.6
|
)
|
|
221.8
|
|
|
(8.8
|
)
|
||||||
Cash dividends declared
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(94.2
|
)
|
|
—
|
|
|
(94.2
|
)
|
||||||
Repurchase of shares
|
—
|
|
|
—
|
|
|
(2.0
|
)
|
|
(175.2
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(175.2
|
)
|
||||||
Activity under share plans
|
—
|
|
|
—
|
|
|
0.3
|
|
|
14.6
|
|
|
2.9
|
|
|
—
|
|
|
—
|
|
|
17.5
|
|
||||||
Balance at September 30, 2015
|
65.2
|
|
|
$
|
0.7
|
|
|
(5.1
|
)
|
|
$
|
(382.2
|
)
|
|
$
|
1,644.2
|
|
|
$
|
772.9
|
|
|
$
|
(171.5
|
)
|
|
$
|
1,864.1
|
|
•
|
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.
|
•
|
Sun and Skin Care
consists of Banana Boat and Hawaiian Tropic sun care products, as well as Wet Ones hand and face wipes and Playtex household gloves.
|
•
|
Feminine Care
includes tampons, pads and liners sold under the Playtex, Stayfree, Carefree and o.b. brands, as well as personal cleansing wipes under the Playtex brand.
|
•
|
All Other
primarily includes infant care products, such as bottles, cups and pacifiers, under the Playtex, OrthoPro and Binky brand names, as well as the Diaper Genie and Litter Genie disposal systems.
|
•
|
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.
|
•
|
$170.3
for fiscal 2015 (
$137.8
included in Selling, general and administrative expense ("SG&A"),
$4.2
included in Cost of products sold and
$28.3
included in Spin restructuring charges);
|
•
|
$24.4
for fiscal 2014 (included in SG&A); and
|
•
|
$194.7
for the project-to-date (
$162.2
included in SG&A,
$4.2
included in Cost of products sold and
$28.3
included in Spin restructuring charges).
|
Assets
|
|
||
Cash and cash equivalents
|
$
|
499.7
|
|
Trade receivables, net
|
154.7
|
|
|
Inventories
|
278.3
|
|
|
Other current assets
|
139.2
|
|
|
Property, plant and equipment, net
|
213.8
|
|
|
Goodwill
|
37.8
|
|
|
Other intangible assets, net
|
77.7
|
|
|
Other assets
|
63.4
|
|
|
Total assets
|
$
|
1,464.6
|
|
|
|
||
Liabilities
|
|
||
Current maturities of long-term debt
|
$
|
4.0
|
|
Accounts payable
|
93.7
|
|
|
Other current liabilities
|
323.7
|
|
|
Long-term debt
|
995.0
|
|
|
Other liabilities
|
39.4
|
|
|
Total liabilities
|
1,455.8
|
|
|
Net assets transferred to New Energizer
|
$
|
8.8
|
|
|
Fiscal Year
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
Net sales
|
$
|
1,232.5
|
|
|
$
|
1,835.5
|
|
|
$
|
2,017.1
|
|
|
|
|
|
|
|
||||||
Earnings before income taxes from discontinued operations
|
$
|
91.1
|
|
|
$
|
327.7
|
|
|
$
|
362.6
|
|
Income tax provision for discontinued operations
|
70.3
|
|
|
89.3
|
|
|
110.8
|
|
|||
Net earnings from discontinued operations, net of tax
|
$
|
20.8
|
|
|
$
|
238.4
|
|
|
$
|
251.8
|
|
•
|
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.
|
•
|
$170.3
for fiscal 2015 (
$137.8
included in SG&A,
$4.2
included in Cost of products sold and
$28.3
included in Spin restructuring charges);
|
•
|
$24.4
for fiscal 2014 (included in SG&A); and
|
•
|
$194.7
for the project-to-date (
$162.2
included in SG&A,
$4.2
included in Cost of products sold and
$28.3
included in Spin restructuring charges).
|
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 postretirement 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
|
|
|
|
•
|
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.
|
|
Fiscal 2015
|
||||||||||||||||||||||
|
Wet Shave
|
|
Sun and Skin Care
|
|
Feminine Care
|
|
All Other
|
|
Corporate
|
|
Total
|
||||||||||||
Spin Restructuring
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Severance and related benefit costs
|
$
|
17.3
|
|
|
$
|
3.9
|
|
|
$
|
2.1
|
|
|
$
|
0.4
|
|
|
$
|
1.3
|
|
|
$
|
25.0
|
|
Other exit costs
|
(1.6
|
)
|
|
0.6
|
|
|
2.6
|
|
|
1.7
|
|
|
—
|
|
|
3.3
|
|
||||||
Total Spin restructuring charges included in continuing operations
|
$
|
15.7
|
|
|
$
|
4.5
|
|
|
$
|
4.7
|
|
|
$
|
2.1
|
|
|
$
|
1.3
|
|
|
$
|
28.3
|
|
|
|
|
|
|
|
|
Utilized
|
|
|
||||||||||||||
|
October 1, 2014
|
|
Charge to Income
(1)
|
|
Other
(2)
|
|
Cash
|
|
Non-Cash
|
|
September 30, 2015
|
||||||||||||
Spin Restructuring
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Severance and related benefit costs
|
$
|
—
|
|
|
$
|
54.9
|
|
|
$
|
(15.6
|
)
|
|
$
|
(28.5
|
)
|
|
$
|
—
|
|
|
$
|
10.8
|
|
Non-cash asset write-down
|
—
|
|
|
7.4
|
|
|
(0.1
|
)
|
|
—
|
|
|
(7.3
|
)
|
|
—
|
|
||||||
Other exit costs
|
—
|
|
|
4.6
|
|
|
1.8
|
|
|
(6.1
|
)
|
|
—
|
|
|
0.3
|
|
||||||
Total Spin restructuring
|
$
|
—
|
|
|
$
|
66.9
|
|
|
$
|
(13.9
|
)
|
|
$
|
(34.6
|
)
|
|
$
|
(7.3
|
)
|
|
$
|
11.1
|
|
(1)
|
Includes
$38.6
of pre-tax costs that are now reflected in discontinued operations.
|
(2)
|
Includes the impact of currency translation and the transfer of liabilities to New Energizer.
|
|
Fiscal 2015
|
||||||||||||||||||||||
|
Wet Shave
|
|
Sun and Skin Care
|
|
Feminine Care
|
|
All Other
|
|
Corporate
|
|
Total
|
||||||||||||
2013 Restructuring
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Severance and related benefit costs
|
$
|
1.9
|
|
|
$
|
1.2
|
|
|
$
|
6.1
|
|
|
$
|
—
|
|
|
$
|
0.1
|
|
|
$
|
9.3
|
|
Accelerated depreciation
|
—
|
|
|
—
|
|
|
4.6
|
|
|
—
|
|
|
—
|
|
|
4.6
|
|
||||||
Consulting, program management and other exit costs
|
2.1
|
|
|
2.1
|
|
|
7.6
|
|
|
—
|
|
|
1.0
|
|
|
12.8
|
|
||||||
Total 2013 restructuring
|
$
|
4.0
|
|
|
$
|
3.3
|
|
|
$
|
18.3
|
|
|
$
|
—
|
|
|
$
|
1.1
|
|
|
$
|
26.7
|
|
|
Fiscal 2014
|
||||||||||||||||||||||
|
Wet Shave
|
|
Sun and Skin Care
|
|
Feminine Care
|
|
All Other
|
|
Corporate
|
|
Total
|
||||||||||||
2013 Restructuring
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Severance and related benefit costs
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
20.7
|
|
|
$
|
—
|
|
|
$
|
0.8
|
|
|
$
|
21.5
|
|
Accelerated depreciation
|
—
|
|
|
—
|
|
|
0.6
|
|
|
—
|
|
|
—
|
|
|
0.6
|
|
||||||
Consulting, program management and other exit costs
|
8.5
|
|
|
9.2
|
|
|
9.2
|
|
|
—
|
|
|
0.9
|
|
|
27.8
|
|
||||||
Total 2013 restructuring
|
$
|
8.5
|
|
|
$
|
9.2
|
|
|
$
|
30.5
|
|
|
$
|
—
|
|
|
$
|
1.7
|
|
|
$
|
49.9
|
|
|
Fiscal 2013
|
||||||||||||||||||||||
|
Wet Shave
|
|
Sun and Skin Care
|
|
Feminine Care
|
|
All Other
|
|
Corporate
|
|
Total
|
||||||||||||
2013 Restructuring
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Severance and related benefit costs
|
$
|
4.0
|
|
|
$
|
1.1
|
|
|
$
|
0.4
|
|
|
$
|
0.5
|
|
|
$
|
1.0
|
|
|
$
|
7.0
|
|
Consulting, program management and other exit costs
|
5.9
|
|
|
1.6
|
|
|
0.7
|
|
|
0.8
|
|
|
2.0
|
|
|
11.0
|
|
||||||
Total 2013 restructuring
|
$
|
9.9
|
|
|
$
|
2.7
|
|
|
$
|
1.1
|
|
|
$
|
1.3
|
|
|
$
|
3.0
|
|
|
$
|
18.0
|
|
|
|
|
|
|
|
|
Utilized
|
|
|
||||||||||||||
|
October 1, 2014
|
|
Charge to Income
(1)
|
|
Other
(2)
|
|
Cash
|
|
Non-Cash
|
|
September 30, 2015
|
||||||||||||
2013 Restructuring
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Severance and termination related costs
|
$
|
22.1
|
|
|
$
|
13.0
|
|
|
$
|
(8.3
|
)
|
|
$
|
(13.1
|
)
|
|
$
|
—
|
|
|
$
|
13.7
|
|
Asset impairment and accelerated depreciation
|
—
|
|
|
14.2
|
|
|
(0.5
|
)
|
|
—
|
|
|
(13.7
|
)
|
|
—
|
|
||||||
Other related costs
|
4.3
|
|
|
18.8
|
|
|
(1.2
|
)
|
|
(21.9
|
)
|
|
—
|
|
|
—
|
|
||||||
Net (gain) loss on asset sales
|
—
|
|
|
(11.0
|
)
|
|
0.5
|
|
|
13.9
|
|
|
(3.4
|
)
|
|
—
|
|
||||||
Total 2013 restructuring
|
$
|
26.4
|
|
|
$
|
35.0
|
|
|
$
|
(9.5
|
)
|
|
$
|
(21.1
|
)
|
|
$
|
(17.1
|
)
|
|
$
|
13.7
|
|
(1)
|
Includes
$8.3
of pre-tax costs that are now reflected in discontinued operations.
|
(2)
|
Includes the impact of currency translation and the transfer of liabilities to New Energizer.
|
|
|
|
|
|
|
|
Utilized
|
|
|
||||||||||||||
|
October 1, 2013
|
|
Charge to Income
(1)
|
|
Other
(2)
|
|
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
$42.7
of pre-tax costs that are now reflected in discontinued operations.
|
(2)
|
Includes the impact of currency translation.
|
|
Fiscal Year
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
Currently payable:
|
|
|
|
|
|
||||||
United States - Federal
|
$
|
12.0
|
|
|
$
|
4.2
|
|
|
$
|
—
|
|
State
|
(1.0
|
)
|
|
(0.5
|
)
|
|
(1.4
|
)
|
|||
Foreign
|
45.3
|
|
|
26.6
|
|
|
32.3
|
|
|||
Total current
|
56.3
|
|
|
30.3
|
|
|
30.9
|
|
|||
Deferred:
|
|
|
|
|
|
||||||
United States - Federal
|
(194.8
|
)
|
|
(1.6
|
)
|
|
12.1
|
|
|||
State
|
0.5
|
|
|
—
|
|
|
2.1
|
|
|||
Foreign
|
(24.6
|
)
|
|
(0.6
|
)
|
|
5.1
|
|
|||
Total deferred
|
(218.9
|
)
|
|
(2.2
|
)
|
|
19.3
|
|
|||
Provision for income taxes
|
$
|
(162.6
|
)
|
|
$
|
28.1
|
|
|
$
|
50.2
|
|
|
Fiscal Year
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
United States
|
$
|
(589.3
|
)
|
|
$
|
(36.0
|
)
|
|
$
|
43.2
|
|
Foreign
|
130.6
|
|
|
181.8
|
|
|
162.2
|
|
|||
Pre-tax earnings
|
$
|
(458.7
|
)
|
|
$
|
145.8
|
|
|
$
|
205.4
|
|
|
Fiscal Year
|
|||||||||||||||||||
|
2015
|
|
2014
|
|
2013
|
|||||||||||||||
Computed tax at federal statutory rate
|
$
|
(160.5
|
)
|
|
35.0
|
%
|
|
$
|
51.1
|
|
|
35.0
|
%
|
|
$
|
71.9
|
|
|
35.0
|
%
|
State income taxes, net of federal tax benefit
|
(9.9
|
)
|
|
2.2
|
|
|
(0.6
|
)
|
|
(0.4
|
)
|
|
0.7
|
|
|
0.3
|
|
|||
Foreign tax less than the federal rate
|
(32.2
|
)
|
|
7.0
|
|
|
(19.5
|
)
|
|
(13.4
|
)
|
|
(22.0
|
)
|
|
(10.7
|
)
|
|||
Adjustments to prior years' tax accruals
|
1.8
|
|
|
(0.4
|
)
|
|
(8.7
|
)
|
|
(5.9
|
)
|
|
(3.8
|
)
|
|
(1.9
|
)
|
|||
Other taxes including repatriation of foreign earnings
|
5.4
|
|
|
(1.2
|
)
|
|
5.9
|
|
|
4.1
|
|
|
6.0
|
|
|
2.9
|
|
|||
Nontaxable share option
|
(0.2
|
)
|
|
—
|
|
|
(4.3
|
)
|
|
(2.9
|
)
|
|
(5.4
|
)
|
|
(2.6
|
)
|
|||
Venezuela deconsolidation
|
27.7
|
|
|
(6.0
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Other, net
|
5.3
|
|
|
(1.2
|
)
|
|
4.2
|
|
|
2.8
|
|
|
2.8
|
|
|
1.4
|
|
|||
Total
|
$
|
(162.6
|
)
|
|
35.4
|
%
|
|
$
|
28.1
|
|
|
19.3
|
%
|
|
$
|
50.2
|
|
|
24.4
|
%
|
|
2015
|
|
2014
|
||||
Deferred tax liabilities:
|
|
|
|
||||
Depreciation and property differences
|
$
|
(58.0
|
)
|
|
$
|
(77.3
|
)
|
Intangible assets
|
(472.7
|
)
|
|
(623.8
|
)
|
||
Other tax liabilities
|
(1.4
|
)
|
|
(11.6
|
)
|
||
Gross deferred tax liabilities
|
(532.1
|
)
|
|
(712.7
|
)
|
||
Deferred tax assets:
|
|
|
|
||||
Accrued liabilities
|
78.8
|
|
|
122.5
|
|
||
Deferred and stock-related compensation
|
46.3
|
|
|
81.4
|
|
||
Tax loss carryforwards and tax credits
|
74.9
|
|
|
13.4
|
|
||
Intangible assets
|
—
|
|
|
45.7
|
|
||
Postretirement benefits other than pensions
|
3.0
|
|
|
2.9
|
|
||
Pension plans
|
52.1
|
|
|
111.1
|
|
||
Inventory differences
|
2.1
|
|
|
4.4
|
|
||
Other tax assets
|
38.5
|
|
|
20.9
|
|
||
Gross deferred tax assets
|
295.7
|
|
|
402.3
|
|
||
Valuation allowance
|
(8.4
|
)
|
|
(13.3
|
)
|
||
Net deferred tax liabilities
|
$
|
(244.8
|
)
|
|
$
|
(323.7
|
)
|
|
2015
|
|
2014
|
||||
Unrecognized tax benefits, beginning of year
|
$
|
37.8
|
|
|
$
|
37.3
|
|
Additions based on current year tax positions and acquisitions
|
17.6
|
|
|
4.2
|
|
||
Reductions for prior year tax positions and dispositions
|
(8.0
|
)
|
|
(0.1
|
)
|
||
Settlements with taxing authorities and statute expirations
|
(0.3
|
)
|
|
(3.6
|
)
|
||
Unrecognized tax benefits, end of year
|
$
|
47.1
|
|
|
$
|
37.8
|
|
|
Fiscal Year
|
|||||||
|
2015
|
|
2014
|
|
2013
|
|||
|
|
|
|
|
|
|||
Basic weighted-average shares outstanding
|
62.0
|
|
|
62.0
|
|
|
62.1
|
|
Effect of dilutive securities:
|
|
|
|
|
|
|||
Share options
|
—
|
|
|
—
|
|
|
0.1
|
|
RSE awards
|
—
|
|
|
0.6
|
|
|
0.7
|
|
Total dilutive securities
|
—
|
|
|
0.6
|
|
|
0.8
|
|
Diluted weighted-average shares outstanding
|
62.0
|
|
|
62.6
|
|
|
62.9
|
|
|
Personal Care
|
|
Household Products
|
|
Total
|
||||||
Balance at October 1, 2014
|
$
|
1,450.3
|
|
|
$
|
37.1
|
|
|
$
|
1,487.4
|
|
Household Products acquisition
|
—
|
|
|
2.3
|
|
|
2.3
|
|
|||
Cumulative translation adjustment
|
(23.7
|
)
|
|
(0.7
|
)
|
|
(24.4
|
)
|
|||
Balance at June 30, 2015
|
$
|
1,426.6
|
|
|
$
|
38.7
|
|
|
$
|
1,465.3
|
|
|
Wet Shave
|
|
Sun and Skin Care
|
|
Feminine
Care
|
|
All Other
|
|
Total
|
||||||||||
Balance at July 1, 2015
|
$
|
971.7
|
|
|
$
|
178.0
|
|
|
$
|
207.3
|
|
|
$
|
69.6
|
|
|
$
|
1,426.6
|
|
Cumulative translation adjustment
|
(4.3
|
)
|
|
—
|
|
|
(0.5
|
)
|
|
—
|
|
|
(4.8
|
)
|
|||||
Balance at September 30, 2015
|
$
|
967.4
|
|
|
$
|
178.0
|
|
|
$
|
206.8
|
|
|
$
|
69.6
|
|
|
$
|
1,421.8
|
|
|
Gross
Carrying Amount
|
|
Accumulated
Amortization
|
|
Net
|
||||||
Tradenames and brands
|
$
|
14.6
|
|
|
$
|
11.9
|
|
|
$
|
2.7
|
|
Technology and patents
|
76.8
|
|
|
65.5
|
|
|
11.3
|
|
|||
Customer-related and other
|
147.8
|
|
|
72.8
|
|
|
75.0
|
|
|||
Total amortizable intangible assets
|
$
|
239.2
|
|
|
$
|
150.2
|
|
|
$
|
89.0
|
|
|
September 30,
2015 |
|
September 30,
2014 |
||||
Inventories
|
|
|
|
||||
Raw materials and supplies
|
$
|
57.8
|
|
|
$
|
92.6
|
|
Work in process
|
50.1
|
|
|
120.3
|
|
||
Finished products
|
224.9
|
|
|
404.0
|
|
||
Total inventories
|
$
|
332.8
|
|
|
$
|
616.9
|
|
Other Current Assets
|
|
|
|
||||
Miscellaneous receivables
|
$
|
53.8
|
|
|
$
|
74.4
|
|
Deferred income tax benefits
|
85.1
|
|
|
136.3
|
|
||
Prepaid expenses
|
56.9
|
|
|
117.3
|
|
||
Value added tax collectible from customers
|
19.9
|
|
|
48.0
|
|
||
Income taxes receivable
|
80.8
|
|
|
71.1
|
|
||
Other
|
15.4
|
|
|
41.6
|
|
||
Total other current assets
|
$
|
311.9
|
|
|
$
|
488.7
|
|
Property, Plant and Equipment
|
|
|
|
||||
Land
|
$
|
27.7
|
|
|
$
|
42.5
|
|
Buildings
|
131.1
|
|
|
296.4
|
|
||
Machinery and equipment
|
848.4
|
|
|
1,804.6
|
|
||
Construction in progress
|
54.3
|
|
|
53.4
|
|
||
Total gross property
|
1,061.5
|
|
|
2,196.9
|
|
||
Accumulated depreciation
|
(585.4
|
)
|
|
(1,445.2
|
)
|
||
Total property, plant and equipment, net
|
$
|
476.1
|
|
|
$
|
751.7
|
|
Other Current Liabilities
|
|
|
|
||||
Accrued advertising, sales promotion and allowances
|
$
|
74.5
|
|
|
$
|
106.0
|
|
Accrued trade allowances
|
45.3
|
|
|
82.6
|
|
||
Accrued salaries, vacations and incentive compensation
|
46.8
|
|
|
113.2
|
|
||
Income taxes payable
|
25.3
|
|
|
42.5
|
|
||
Returns reserve
|
50.3
|
|
|
45.4
|
|
||
2013 restructuring reserve
|
13.7
|
|
|
26.4
|
|
||
Spin restructuring reserve
|
11.1
|
|
|
—
|
|
||
Separation accrual
|
11.3
|
|
|
12.9
|
|
||
Other
|
134.1
|
|
|
228.1
|
|
||
Total other current liabilities
|
$
|
412.4
|
|
|
$
|
657.1
|
|
Other Liabilities
|
|
|
|
||||
Pensions and other retirement benefits
|
$
|
242.7
|
|
|
$
|
342.3
|
|
Deferred compensation
|
90.6
|
|
|
157.3
|
|
||
Other non-current liabilities
|
87.7
|
|
|
93.1
|
|
||
Total other liabilities
|
$
|
421.0
|
|
|
$
|
592.7
|
|
|
September 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)
|
499.1
|
|
|
498.9
|
|
||
Netherlands Credit Facility
|
269.9
|
|
|
—
|
|
||
Revolving Facility
|
335.0
|
|
|
—
|
|
||
Total long-term debt, including current maturities
|
1,704.0
|
|
|
1,998.9
|
|
||
Less current portion
|
—
|
|
|
230.0
|
|
||
Total long-term debt
|
$
|
1,704.0
|
|
|
$
|
1,768.9
|
|
(1)
|
At
September 30, 2015
, balances for the Senior Notes due 2022 are reflected net of discount of approximately
$0.9
.
|
|
September 30,
|
||||||||||||||
|
Pension
|
|
Postretirement
|
||||||||||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
Change in projected benefit obligation
|
|
|
|
|
|
|
|
||||||||
Benefit obligation at beginning of year
|
$
|
1,356.7
|
|
|
$
|
1,308.3
|
|
|
$
|
16.2
|
|
|
$
|
9.4
|
|
Service cost
(1)
|
8.1
|
|
|
14.4
|
|
|
0.5
|
|
|
2.0
|
|
||||
Interest cost
(1)
|
41.5
|
|
|
54.6
|
|
|
0.5
|
|
|
0.8
|
|
||||
Plan participants' contributions
|
—
|
|
|
0.3
|
|
|
—
|
|
|
—
|
|
||||
Actuarial loss (gain)
|
8.4
|
|
|
86.7
|
|
|
(0.1
|
)
|
|
(2.5
|
)
|
||||
Benefits paid, net
|
(65.9
|
)
|
|
(91.3
|
)
|
|
(0.1
|
)
|
|
(1.6
|
)
|
||||
Plan amendments
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.3
|
)
|
||||
Plan curtailments
|
—
|
|
|
(6.1
|
)
|
|
—
|
|
|
(1.2
|
)
|
||||
Plan settlements
|
—
|
|
|
(1.6
|
)
|
|
—
|
|
|
—
|
|
||||
Net transfer due to acquisition
|
—
|
|
|
9.2
|
|
|
—
|
|
|
10.5
|
|
||||
Foreign currency exchange rate changes
|
(27.8
|
)
|
|
(17.8
|
)
|
|
(2.4
|
)
|
|
(0.9
|
)
|
||||
Amounts distributed to New Energizer
|
(713.4
|
)
|
|
—
|
|
|
(3.8
|
)
|
|
—
|
|
||||
Projected benefit obligation at end of year
|
$
|
607.6
|
|
|
$
|
1,356.7
|
|
|
$
|
10.8
|
|
|
$
|
16.2
|
|
Change in plan assets
|
|
|
|
|
|
|
|
||||||||
Estimated fair value of plan assets at beginning of year
|
$
|
1,037.3
|
|
|
$
|
1,012.3
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Actual return on plan assets
|
36.0
|
|
|
86.4
|
|
|
—
|
|
|
—
|
|
||||
Company contributions
|
32.2
|
|
|
39.1
|
|
|
0.1
|
|
|
1.6
|
|
||||
Plan participants' contributions
|
—
|
|
|
0.3
|
|
|
—
|
|
|
—
|
|
||||
Plan settlements
|
—
|
|
|
(1.6
|
)
|
|
—
|
|
|
—
|
|
||||
Benefits paid
|
(65.9
|
)
|
|
(91.3
|
)
|
|
(0.1
|
)
|
|
(1.6
|
)
|
||||
Foreign currency exchange rate changes
|
(12.9
|
)
|
|
(7.9
|
)
|
|
—
|
|
|
—
|
|
||||
Amounts distributed to New Energizer
|
(653.1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Estimated fair value of plan assets at end of year
|
$
|
373.6
|
|
|
$
|
1,037.3
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Funded status at end of year
|
$
|
(234.0
|
)
|
|
$
|
(319.4
|
)
|
|
$
|
(10.8
|
)
|
|
$
|
(16.2
|
)
|
(1)
|
Service cost and interest cost included within this table for fiscal 2014 and the first nine months of fiscal 2015 include those costs associated with pension plans transferred to New Energizer at the Separation. Those costs are included within discontinued operations and are not reflected in operating income from continuing operations within the Consolidated Statement of Earnings.
|
|
September 30,
|
||||||||||||||
|
Pension
|
|
Postretirement
|
||||||||||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
Amounts recognized in the Consolidated Balance Sheets
|
|
|
|
|
|
|
|
||||||||
Noncurrent assets
|
$
|
3.2
|
|
|
$
|
8.1
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Current liabilities
|
(4.5
|
)
|
|
(6.7
|
)
|
|
(0.1
|
)
|
|
(0.3
|
)
|
||||
Noncurrent liabilities
|
(232.7
|
)
|
|
(320.8
|
)
|
|
(10.7
|
)
|
|
(15.9
|
)
|
||||
Net amount recognized
|
$
|
(234.0
|
)
|
|
$
|
(319.4
|
)
|
|
$
|
(10.8
|
)
|
|
$
|
(16.2
|
)
|
Amounts recognized in Accumulated other comprehensive loss
|
|
|
|
|
|
|
|
||||||||
Net loss (gain)
|
$
|
167.0
|
|
|
$
|
308.5
|
|
|
$
|
(2.7
|
)
|
|
$
|
(4.4
|
)
|
Prior service cost (credit)
|
—
|
|
|
0.3
|
|
|
(0.1
|
)
|
|
(0.3
|
)
|
||||
Net amount recognized, pre-tax
|
$
|
167.0
|
|
|
$
|
308.8
|
|
|
$
|
(2.8
|
)
|
|
$
|
(4.7
|
)
|
|
Pension
|
|
Postretirement
|
||||
Changes in plan assets and benefit obligations recognized in other comprehensive income
|
|
|
|
||||
Net loss (gain) arising during the year
|
$
|
32.3
|
|
|
$
|
(0.1
|
)
|
Effect of exchange rates
|
(7.6
|
)
|
|
0.6
|
|
||
Amounts recognized as a component of net periodic benefit cost
|
|
|
|
||||
Amortization or curtailment recognition of prior service cost
|
(0.2
|
)
|
|
0.1
|
|
||
Amortization or settlement recognition of net (loss) gain
|
(8.1
|
)
|
|
0.8
|
|
||
Total recognized in other comprehensive income
|
$
|
16.4
|
|
|
$
|
1.4
|
|
|
Pension
|
|
Postretirement
|
||||
Fiscal 2016
|
$
|
40.0
|
|
|
$
|
0.1
|
|
Fiscal 2017
|
36.9
|
|
|
0.2
|
|
||
Fiscal 2018
|
41.0
|
|
|
0.3
|
|
||
Fiscal 2019
|
35.4
|
|
|
0.3
|
|
||
Fiscal 2020
|
34.9
|
|
|
0.3
|
|
||
Fiscal 2021 to 2025
|
174.2
|
|
|
2.0
|
|
|
September 30,
|
||||||
|
2015
|
|
2014
|
||||
Projected benefit obligation
|
$
|
583.6
|
|
|
$
|
1,210.6
|
|
Accumulated benefit obligation
|
570.8
|
|
|
1,186.6
|
|
||
Estimated fair value of plan assets
|
346.3
|
|
|
883.1
|
|
|
Fiscal Year
|
||||||||||||||||||||||
|
Pension
|
|
Postretirement
|
||||||||||||||||||||
|
2015
|
|
2014
|
|
2013
|
|
2015
|
|
2014
|
|
2013
|
||||||||||||
Service cost
|
$
|
8.1
|
|
|
$
|
14.4
|
|
|
$
|
27.1
|
|
|
$
|
0.5
|
|
|
$
|
2.0
|
|
|
$
|
0.4
|
|
Interest cost
|
41.5
|
|
|
54.6
|
|
|
48.5
|
|
|
0.5
|
|
|
0.8
|
|
|
1.4
|
|
||||||
Expected return on plan assets
|
(59.9
|
)
|
|
(69.3
|
)
|
|
(67.4
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Amortization of unrecognized prior service cost
|
0.2
|
|
|
0.3
|
|
|
(0.2
|
)
|
|
(0.1
|
)
|
|
—
|
|
|
(3.7
|
)
|
||||||
Recognized net actuarial loss (gain)
|
8.1
|
|
|
18.5
|
|
|
28.9
|
|
|
(0.8
|
)
|
|
(0.1
|
)
|
|
(2.0
|
)
|
||||||
Curtailment and other (gain) loss recognized
|
—
|
|
|
—
|
|
|
(37.4
|
)
|
|
—
|
|
|
(1.1
|
)
|
|
(72.2
|
)
|
||||||
Settlement loss recognized
|
—
|
|
|
0.2
|
|
|
2.2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Net periodic benefit cost
|
(2.0
|
)
|
|
18.7
|
|
|
1.7
|
|
|
0.1
|
|
|
1.6
|
|
|
(76.1
|
)
|
||||||
Net periodic benefit cost associated with New Energizer
|
(5.9
|
)
|
|
7.1
|
|
|
(3.4
|
)
|
|
—
|
|
|
—
|
|
|
(23.5
|
)
|
||||||
Net periodic benefit cost included in continuing operations
|
$
|
3.9
|
|
|
$
|
11.6
|
|
|
$
|
5.1
|
|
|
$
|
0.1
|
|
|
$
|
1.6
|
|
|
$
|
(52.6
|
)
|
|
Pension
|
|
Postretirement
|
||||
Net actuarial (loss) gain
|
$
|
(5.2
|
)
|
|
$
|
1.1
|
|
Prior service (cost) credit
|
$
|
—
|
|
|
$
|
0.1
|
|
|
As of September 30, 2015
|
||||||||||
Pension assets at estimated fair value
|
Level 1
|
|
Level 2
|
|
Total
|
||||||
Equity
|
|
|
|
|
|
||||||
U.S. Equity
|
$
|
105.0
|
|
|
$
|
16.5
|
|
|
$
|
121.5
|
|
International Equity
|
15.9
|
|
|
69.1
|
|
|
85.0
|
|
|||
Debt
|
|
|
|
|
|
||||||
U.S. Government
|
—
|
|
|
146.3
|
|
|
146.3
|
|
|||
Other Government
|
—
|
|
|
2.3
|
|
|
2.3
|
|
|||
Corporate
|
—
|
|
|
1.6
|
|
|
1.6
|
|
|||
Cash and cash equivalents
|
—
|
|
|
0.5
|
|
|
0.5
|
|
|||
Other
|
—
|
|
|
16.4
|
|
|
16.4
|
|
|||
Total
|
$
|
120.9
|
|
|
$
|
252.7
|
|
|
$
|
373.6
|
|
|
As of September 30, 2014
|
||||||||||
Pension assets at estimated fair value
|
Level 1
|
|
Level 2
|
|
Total
|
||||||
Equity
|
|
|
|
|
|
||||||
U.S. Equity
|
$
|
262.2
|
|
|
$
|
78.6
|
|
|
$
|
340.8
|
|
International Equity
|
39.6
|
|
|
264.4
|
|
|
304.0
|
|
|||
Debt
|
|
|
|
|
|
||||||
U.S. Government
|
—
|
|
|
317.5
|
|
|
317.5
|
|
|||
Other Government
|
—
|
|
|
36.8
|
|
|
36.8
|
|
|||
Corporate
|
—
|
|
|
26.7
|
|
|
26.7
|
|
|||
Cash and cash equivalents
|
5.1
|
|
|
—
|
|
|
5.1
|
|
|||
Other
|
—
|
|
|
6.4
|
|
|
6.4
|
|
|||
Total
|
$
|
306.9
|
|
|
$
|
730.4
|
|
|
$
|
1,037.3
|
|
|
Shares
|
|
Weighted-Average Exercise Price
|
|
Weighted-Average Remaining Contractual Term (in years)
|
|
Aggregate Intrinsic Value
|
|||||
Outstanding on October 1, 2014
|
0.1
|
|
|
$
|
65.14
|
|
|
|
|
|
||
Granted
|
0.4
|
|
|
100.68
|
|
|
|
|
|
|||
Canceled
|
—
|
|
|
—
|
|
|
|
|
|
|||
Exercised
|
(0.1
|
)
|
|
65.14
|
|
|
|
|
|
|||
Outstanding on September 30, 2015
|
0.4
|
|
|
$
|
100.68
|
|
|
9.8
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|||||
Vested and unvested expected to vest as of September 30, 2015
|
0.4
|
|
|
$
|
100.68
|
|
|
9.8
|
|
$
|
—
|
|
Exercisable on September 30, 2015
|
—
|
|
|
—
|
|
|
|
|
|
|
2015
|
||
Weighted-average fair value per option
|
$
|
28.77
|
|
Expected volatility
|
25.00
|
%
|
|
Risk-free interest rate
|
1.94
|
%
|
|
Expected option life (in years)
|
6.0
|
|
|
Dividend yield
|
—
|
%
|
|
Shares
|
|
Weighted-Average
Grant Date Estimated Fair
Value
|
|||
Non-vested at October 1, 2014
|
1.4
|
|
|
$
|
85.81
|
|
Granted
|
0.3
|
|
|
128.63
|
|
|
Vested
|
(0.5
|
)
|
|
75.63
|
|
|
Canceled
|
(0.1
|
)
|
|
78.33
|
|
|
Pre-Separation non-vested at June 30, 2015
|
1.1
|
|
|
102.60
|
|
|
|
|
|
|
|||
Post-Separation non-vested at July 1, 2015
|
0.8
|
|
|
101.10
|
|
|
Granted
|
0.3
|
|
|
97.12
|
|
|
Non-vested at September 30, 2015
|
1.1
|
|
|
$
|
100.04
|
|
|
Foreign Currency Translation Adjustments
|
|
Pension and Post-retirement Activity
|
|
Hedging Activity
|
|
Total
|
||||||||
Balance at September 30, 2013
|
$
|
4.8
|
|
|
$
|
(178.2
|
)
|
|
$
|
0.5
|
|
|
$
|
(172.9
|
)
|
Other comprehensive (loss) income before reclassifications
|
(83.0
|
)
|
|
(36.8
|
)
|
|
7.1
|
|
|
(112.7
|
)
|
||||
Reclassifications to earnings
|
—
|
|
|
12.2
|
|
|
2.3
|
|
|
14.5
|
|
||||
Balance at September 30, 2014
|
(78.2
|
)
|
|
(202.8
|
)
|
|
9.9
|
|
|
(271.1
|
)
|
||||
Other comprehensive (loss) income before reclassifications
|
(145.1
|
)
|
|
(12.3
|
)
|
|
(24.3
|
)
|
|
(181.7
|
)
|
||||
Venezuela deconsolidation charge
|
33.7
|
|
|
—
|
|
|
—
|
|
|
33.7
|
|
||||
Amounts distributed to New Energizer
|
120.5
|
|
|
104.5
|
|
|
(3.2
|
)
|
|
221.8
|
|
||||
Reclassifications to earnings
|
—
|
|
|
4.9
|
|
|
20.9
|
|
|
25.8
|
|
||||
Balance at September 30, 2015
|
$
|
(69.1
|
)
|
|
$
|
(105.7
|
)
|
|
$
|
3.3
|
|
|
$
|
(171.5
|
)
|
|
Fiscal Year
|
|
|
||||||
Details of AOCI Components
|
2015
|
|
2014
|
|
Affected Line Item in the Consolidated Statements of Earnings
|
||||
Gains and losses on cash flow hedges
|
|
|
|
|
|
||||
Foreign exchange contracts
|
$
|
29.9
|
|
|
$
|
4.7
|
|
|
Other financing items, net
|
|
29.9
|
|
|
4.7
|
|
|
Total before tax
|
||
|
(9.0
|
)
|
|
(2.4
|
)
|
|
Tax expense
|
||
|
$
|
20.9
|
|
|
$
|
2.3
|
|
|
Net of tax
|
Amortization of defined benefit pension and postretirement items
|
|
|
|
|
|
||||
Prior service costs
|
0.1
|
|
|
0.3
|
|
|
|
||
Actuarial losses
|
7.3
|
|
|
18.4
|
|
|
(1)
|
||
Settlement gain
|
—
|
|
|
0.2
|
|
|
(1)
|
||
|
7.4
|
|
|
18.9
|
|
|
Total before tax
|
||
|
(2.5
|
)
|
|
(6.7
|
)
|
|
Tax expense
|
||
|
$
|
4.9
|
|
|
$
|
12.2
|
|
|
Net of tax
|
Foreign currency translation adjustments
|
|
|
|
|
|
||||
Venezuela deconsolidation charge
|
$
|
33.7
|
|
|
$
|
—
|
|
|
Venezuela deconsolidation charge
|
|
$
|
33.7
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
||||
Total reclassifications for the period
|
$
|
59.5
|
|
|
$
|
14.5
|
|
|
Net of tax
|
(1)
|
These AOCI components are included in the computation of net periodic benefit cost. See
Note 11
of Notes to Consolidated Statement.
|
|
At
September 30, 2015
|
|
Fiscal 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)
|
||||||
Foreign currency contracts
|
$
|
4.6
|
|
|
$
|
20.0
|
|
|
$
|
29.9
|
|
|
|
|
|
|
|
||||||
|
At
September 30, 2014
|
|
Fiscal 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)
|
||||||
Foreign currency contracts
|
$
|
14.5
|
|
|
$
|
17.7
|
|
|
$
|
4.7
|
|
|
|
|
|
|
|
||||||
|
|
|
Fiscal 2013
|
||||||||
Derivatives designated as Cash Flow Hedging Relationships
|
|
|
Gain (Loss)
Recognized
in OCI
(3)
|
|
Gain (Loss) Reclassified From OCI into Income (Effective
Portion)
(4) (5)
|
||||||
Foreign currency contracts
|
|
|
$
|
18.1
|
|
|
$
|
10.7
|
|
||
Interest rate contracts
|
|
|
—
|
|
|
(0.3
|
)
|
||||
|
|
|
$
|
18.1
|
|
|
$
|
10.4
|
|
(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 (income) expense, 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
September 30, 2015
|
|
Fiscal 2015
|
||||
Derivatives not designated as Cash Flow Hedging Relationships
|
|
Estimated Fair Value Asset (Liability)
|
|
Gain (Loss) Recognized in Income
(1)
|
||||
Share option
(2)
|
|
$
|
—
|
|
|
$
|
0.5
|
|
Foreign currency contracts
|
|
1.3
|
|
|
13.1
|
|
||
Total
|
|
$
|
1.3
|
|
|
$
|
13.6
|
|
|
|
|
|
|
||||
|
|
At
September 30, 2014
|
|
Fiscal 2014
|
||||
Derivatives not designated as Cash Flow Hedging Relationships
|
|
Estimated Fair Value Asset (Liability)
|
|
Gain (Loss) Recognized in Income
(1)
|
||||
Share option
(2)
|
|
$
|
5.6
|
|
|
$
|
12.3
|
|
Foreign currency contracts
|
|
3.3
|
|
|
4.2
|
|
||
Total
|
|
$
|
8.9
|
|
|
$
|
16.5
|
|
|
|
|
|
|
||||
|
|
|
|
Fiscal 2013
|
||||
Derivatives not designated as Cash Flow Hedging Relationships
|
|
|
|
Gain (Loss) Recognized in Income
(1)
|
||||
Share option
(2)
|
|
|
|
$
|
15.5
|
|
||
Commodity contracts
(3)
|
|
|
|
(1.9
|
)
|
|||
Foreign currency contracts
|
|
|
|
4.9
|
|
|||
Total
|
|
|
|
|
$
|
18.5
|
|
(1)
|
Gain (loss) recognized in income was recorded as follows: share option in SG&A and foreign currency contracts in Other (income) expense, net.
|
(2)
|
The Company held a share option with a major financial institution, which matured in November 2014 and was subsequently not renewed.
|
(3)
|
The Company discontinued its zinc hedging program in fiscal 2013. The final settlement of outstanding zinc contracts resulted in a loss of
$1.9
for fiscal 2013.
|
Offsetting of derivative assets
|
||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
|
|
|
At September 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
|
|
$
|
6.6
|
|
|
$
|
(0.5
|
)
|
|
$
|
6.1
|
|
|
$
|
19.8
|
|
|
$
|
(0.4
|
)
|
|
$
|
19.4
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Offsetting of derivative liabilities
|
||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
|
|
|
At September 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
|
|
$
|
(0.2
|
)
|
|
$
|
—
|
|
|
$
|
(0.2
|
)
|
|
$
|
(1.8
|
)
|
|
$
|
0.2
|
|
|
$
|
(1.6
|
)
|
|
September 30,
|
||||||
|
2015
|
|
2014
|
||||
Assets (Liabilities) at estimated fair value:
|
|
|
|
||||
Deferred compensation
|
$
|
(90.0
|
)
|
|
$
|
(157.3
|
)
|
Derivatives - foreign currency contracts
|
5.9
|
|
|
17.8
|
|
||
Share option
|
—
|
|
|
5.6
|
|
||
Net Liabilities at estimated fair value
|
$
|
(84.1
|
)
|
|
$
|
(133.9
|
)
|
•
|
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.
|
•
|
Sun and Skin Care
consists of Banana Boat and Hawaiian Tropic sun care products, as well as Wet Ones hand and face wipes and Playtex household gloves.
|
•
|
Feminine Care
includes tampons, pads and liners sold under the Playtex, Stayfree, Carefree and o.b. brands, as well as personal cleansing wipes under the Playtex brand.
|
•
|
All Other
primarily includes infant care products, such as bottles, cups and pacifiers, under the Playtex, OrthoPro and Binky brand names, as well as the Diaper Genie and Litter Genie disposal systems.
|
|
2015
|
|
2014
|
|
2013
|
||||||
Net Sales
|
|
|
|
|
|
||||||
Wet Shave
|
$
|
1,441.3
|
|
|
$
|
1,585.8
|
|
|
$
|
1,619.0
|
|
Sun and Skin Care
|
403.6
|
|
|
424.5
|
|
|
429.0
|
|
|||
Feminine Care
|
398.2
|
|
|
404.5
|
|
|
177.1
|
|
|||
All Other
|
178.1
|
|
|
197.4
|
|
|
223.8
|
|
|||
Total net sales
|
$
|
2,421.2
|
|
|
$
|
2,612.2
|
|
|
$
|
2,448.9
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
2015
|
|
2014
|
|
2013
|
||||||
Segment Profit
|
|
|
|
|
|
||||||
Wet Shave
|
$
|
308.7
|
|
|
$
|
388.2
|
|
|
$
|
362.2
|
|
Sun and Skin Care
|
71.5
|
|
|
73.9
|
|
|
61.9
|
|
|||
Feminine Care
|
48.7
|
|
|
51.1
|
|
|
25.6
|
|
|||
All Other
|
24.6
|
|
|
17.4
|
|
|
25.6
|
|
|||
Total segment profit
|
$
|
453.5
|
|
|
$
|
530.6
|
|
|
$
|
475.3
|
|
|
|
|
|
|
|
||||||
General corporate and other expenses
|
(122.0
|
)
|
|
(151.8
|
)
|
|
(133.3
|
)
|
|||
Impairment charge
|
(318.2
|
)
|
|
—
|
|
|
—
|
|
|||
Venezuela deconsolidation charge
(1)
|
(79.3
|
)
|
|
—
|
|
|
—
|
|
|||
Spin costs
(2)
|
(142.0
|
)
|
|
(24.4
|
)
|
|
—
|
|
|||
Spin restructuring charges
|
(28.3
|
)
|
|
—
|
|
|
—
|
|
|||
2013 Restructuring and related costs
(3)
|
(27.0
|
)
|
|
(53.5
|
)
|
|
(19.6
|
)
|
|||
Industrial sale charges
(4)
|
(32.7
|
)
|
|
—
|
|
|
—
|
|
|||
Feminine care brands acquisition and integration costs
(5)
|
—
|
|
|
(9.5
|
)
|
|
(1.2
|
)
|
|||
Acquisition inventory valuation
(5)
|
—
|
|
|
(8.0
|
)
|
|
—
|
|
|||
Net pension and postretirement gains
(6)
|
—
|
|
|
1.1
|
|
|
39.2
|
|
|||
American Safety Razor integration and transaction costs
|
—
|
|
|
(1.0
|
)
|
|
—
|
|
|||
Amortization of intangibles
|
(15.1
|
)
|
|
(17.9
|
)
|
|
(20.1
|
)
|
|||
Cost of early debt retirements
(7)
|
(59.6
|
)
|
|
—
|
|
|
—
|
|
|||
Venezuela devaluation
(1)
|
—
|
|
|
—
|
|
|
(6.3
|
)
|
|||
Interest and other financing items
|
(88.0
|
)
|
|
(119.8
|
)
|
|
(128.6
|
)
|
|||
Total (loss) earnings from continuing operations before income taxes
|
$
|
(458.7
|
)
|
|
$
|
145.8
|
|
|
$
|
205.4
|
|
|
|
|
|
|
|
||||||
Depreciation and amortization
|
|
|
|
|
|
||||||
Wet Shave
|
$
|
44.0
|
|
|
$
|
51.9
|
|
|
$
|
51.1
|
|
Sun and Skin Care
|
10.5
|
|
|
10.0
|
|
|
10.9
|
|
|||
Feminine Care
|
15.0
|
|
|
14.0
|
|
|
4.7
|
|
|||
All Other
|
4.9
|
|
|
5.2
|
|
|
6.0
|
|
|||
Total segment depreciation and amortization
|
74.4
|
|
|
81.1
|
|
|
72.7
|
|
|||
Corporate
|
16.9
|
|
|
20.6
|
|
|
20.2
|
|
|||
Total depreciation and amortization
|
$
|
91.3
|
|
|
$
|
101.7
|
|
|
$
|
92.9
|
|
|
|
|
|
|
|
||||||
Total Assets
|
|
|
|
|
|
||||||
Wet Shave
|
$
|
878.5
|
|
|
$
|
807.1
|
|
|
|
||
Sun and Skin Care
|
202.3
|
|
|
223.7
|
|
|
|
||||
Feminine Care
|
258.7
|
|
|
199.6
|
|
|
|
||||
All Other
|
43.5
|
|
|
74.9
|
|
|
|
||||
Total segment assets
|
1,383.0
|
|
|
1,305.3
|
|
|
|
||||
Corporate
(8)
|
778.4
|
|
|
2,288.7
|
|
|
|
||||
Goodwill and other intangible assets, net
|
2,830.3
|
|
|
3,334.7
|
|
|
|
||||
Total assets
|
$
|
4,991.7
|
|
|
$
|
6,928.7
|
|
|
|
||
|
|
|
|
|
|
||||||
Capital Expenditures
|
|
|
|
|
|
||||||
Wet Shave
|
$
|
43.0
|
|
|
$
|
24.5
|
|
|
$
|
34.9
|
|
Sun and Skin Care
|
13.2
|
|
|
7.3
|
|
|
9.7
|
|
|||
Feminine Care
|
14.0
|
|
|
7.1
|
|
|
3.7
|
|
|||
All Other
|
6.9
|
|
|
3.7
|
|
|
6.0
|
|
|||
Total segment capital expenditures
|
77.1
|
|
|
42.6
|
|
|
54.3
|
|
|||
Corporate
|
—
|
|
|
7.5
|
|
|
13.9
|
|
|||
Total capital expenditures
|
$
|
77.1
|
|
|
$
|
50.1
|
|
|
$
|
68.2
|
|
(1)
|
On March 31, 2015, the Company deconsolidated its Venezuelan subsidiaries and recorded a
$79.3
charge for fiscal 2015. Prior to the deconsolidation, the Company had been accounting for its Venezuelan subsidiaries under the guidance governing a highly inflationary economy. Fiscal 2013 contains a charge of
$6.3
related to the devaluation of the Company's net monetary assets in Venezuela due to this change in the Venezuelan economy.
|
(2)
|
Includes pre-tax costs of
$137.8
and
$24.4
for fiscal 2015 and 2014, which were included in SG&A, and pre-tax costs of
$4.2
for fiscal 2015 were included in Cost of products sold. See Note 3 of Notes to Consolidated Financial Statements.
|
(3)
|
Includes pre-tax costs of
$0.3
,
$4.3
and
$1.6
for fiscal 2015, 2014 and 2013, respectively, associated with certain information technology and related activities, which were included in SG&A. Additionally, positive pre-tax adjustments of
$0.7
for fiscal 2014, associated with the Company's restructuring, were included in Cost of products sold. See Note 5 of Consolidated Notes to Financial Statements.
|
(4)
|
Fiscal 2015 includes a non-cash impairment charge of
$21.9
related to assets of the Company's industrial blade business, as well as a loss on the sale of the industrial blades business of
$10.8
. See Note 3 of Notes to Consolidated Financial Statements.
|
(5)
|
Fiscal 2014 includes pre-tax acquisition and integration costs of
$9.5
related to the fiscal 2014 feminine care brands acquisition, as well as a
$8.0
pre-tax inventory valuation adjustment recorded within Cost of products sold. Fiscal 2013 includes pre-tax acquisition and integration costs of
$1.2
.
|
(6)
|
During fiscal 2013, the Company approved and communicated changes to its U.S. pension plan, resulting in a non-cash, pre-tax curtailment gain of
$39.2
. See Note 11 of Notes to Consolidated Financial Statements.
|
(7)
|
Fiscal 2015 includes early debt retirement costs of
$59.6
associated with the prepayment of the Company's private placement notes on May 29, 2015. See Note 10 of Notes to Consolidated Financial Statements.
|
(8)
|
Corporate assets include all cash and cash equivalents, financial instruments and deferred tax assets that are managed outside of operating segments. In addition, corporate assets for fiscal 2014 includes assets attributable to the Household Products business.
|
|
Fiscal Year
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
Net Sales to Customers
|
|
|
|
|
|
||||||
United States
|
$
|
1,403.6
|
|
|
$
|
1,444.7
|
|
|
$
|
1,300.1
|
|
International
|
1,017.6
|
|
|
1,167.5
|
|
|
1,148.8
|
|
|||
Total net sales
|
$
|
2,421.2
|
|
|
$
|
2,612.2
|
|
|
$
|
2,448.9
|
|
|
|
|
|
|
|
||||||
Long-lived Assets
|
|
|
|
|
|
||||||
United States
|
$
|
303.6
|
|
|
$
|
404.6
|
|
|
|
||
Canada
|
59.9
|
|
|
83.8
|
|
|
|
||||
Germany
|
45.4
|
|
|
57.1
|
|
|
|
||||
Singapore
|
—
|
|
|
82.0
|
|
|
|
||||
Other International
|
67.2
|
|
|
124.2
|
|
|
|
||||
Total long-lived assets excluding goodwill and intangibles
|
$
|
476.1
|
|
|
$
|
751.7
|
|
|
|
|
Fiscal Year
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
Razors and blades
|
$
|
1,278.2
|
|
|
$
|
1,411.6
|
|
|
$
|
1,425.9
|
|
Tampons, pads and liners
|
398.2
|
|
|
404.5
|
|
|
177.1
|
|
|||
Sun care products
|
320.1
|
|
|
337.3
|
|
|
334.2
|
|
|||
Infant care and other
|
178.1
|
|
|
197.4
|
|
|
223.8
|
|
|||
Shave prep
|
163.1
|
|
|
174.2
|
|
|
193.1
|
|
|||
Skin care products
|
83.5
|
|
|
87.2
|
|
|
94.8
|
|
|||
|
$
|
2,421.2
|
|
|
$
|
2,612.2
|
|
|
$
|
2,448.9
|
|
|
Parent Company
|
|
Guarantors
|
|
Non-Guarantors
|
|
Eliminations
|
|
Total
|
||||||||||
Net sales
|
$
|
—
|
|
|
$
|
1,674.0
|
|
|
$
|
977.2
|
|
|
$
|
(230.0
|
)
|
|
$
|
2,421.2
|
|
Cost of products sold
|
—
|
|
|
1,025.3
|
|
|
445.8
|
|
|
(233.7
|
)
|
|
1,237.4
|
|
|||||
Gross profit
|
—
|
|
|
648.7
|
|
|
531.4
|
|
|
3.7
|
|
|
1,183.8
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Selling, general and administrative expense
|
95.5
|
|
|
276.1
|
|
|
200.0
|
|
|
—
|
|
|
571.6
|
|
|||||
Advertising and sales promotion expense
|
—
|
|
|
243.8
|
|
|
124.1
|
|
|
(0.8
|
)
|
|
367.1
|
|
|||||
Research and development expense
|
—
|
|
|
68.9
|
|
|
2.1
|
|
|
—
|
|
|
71.0
|
|
|||||
Impairment charge
|
—
|
|
|
318.2
|
|
|
—
|
|
|
—
|
|
|
318.2
|
|
|||||
Venezuela deconsolidation charge
|
—
|
|
|
66.7
|
|
|
12.6
|
|
|
—
|
|
|
79.3
|
|
|||||
Spin restructuring charges
|
—
|
|
|
3.8
|
|
|
24.5
|
|
|
—
|
|
|
28.3
|
|
|||||
2013 restructuring charges
|
—
|
|
|
11.2
|
|
|
15.5
|
|
|
—
|
|
|
26.7
|
|
|||||
Industrial sale charges
|
—
|
|
|
33.0
|
|
|
(0.3
|
)
|
|
—
|
|
|
32.7
|
|
|||||
Interest expense
|
95.0
|
|
|
(0.3
|
)
|
|
5.1
|
|
|
—
|
|
|
99.8
|
|
|||||
Cost of early debt retirements
|
59.6
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
59.6
|
|
|||||
Intercompany interest (income) expense
|
(73.5
|
)
|
|
73.8
|
|
|
(0.3
|
)
|
|
—
|
|
|
—
|
|
|||||
Other (income) expense, net
|
—
|
|
|
0.1
|
|
|
(11.9
|
)
|
|
—
|
|
|
(11.8
|
)
|
|||||
Intercompany service fees
|
—
|
|
|
7.9
|
|
|
(7.9
|
)
|
|
—
|
|
|
—
|
|
|||||
Equity in earnings of subsidiaries
|
142.7
|
|
|
(135.4
|
)
|
|
—
|
|
|
(7.3
|
)
|
|
—
|
|
|||||
(Loss) earnings before income taxes
|
(319.3
|
)
|
|
(319.1
|
)
|
|
167.9
|
|
|
11.8
|
|
|
(458.7
|
)
|
|||||
Income tax (benefit) provision
|
(43.7
|
)
|
|
(155.4
|
)
|
|
32.0
|
|
|
4.5
|
|
|
(162.6
|
)
|
|||||
(Loss) earnings from continuing operations
|
(275.6
|
)
|
|
(163.7
|
)
|
|
135.9
|
|
|
7.3
|
|
|
(296.1
|
)
|
|||||
Earnings from discontinued operations, net of tax
|
0.3
|
|
|
9.6
|
|
|
10.9
|
|
|
—
|
|
|
20.8
|
|
|||||
Net (loss) earnings
|
$
|
(275.3
|
)
|
|
$
|
(154.1
|
)
|
|
$
|
146.8
|
|
|
$
|
7.3
|
|
|
$
|
(275.3
|
)
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Statement of Comprehensive Income:
|
|
|
|
|
|
|
|
|
|
||||||||||
Net (loss) earnings
|
$
|
(275.3
|
)
|
|
$
|
(154.1
|
)
|
|
$
|
146.8
|
|
|
$
|
7.3
|
|
|
$
|
(275.3
|
)
|
Other comprehensive (loss) income, net of tax
|
(122.2
|
)
|
|
(77.6
|
)
|
|
(117.5
|
)
|
|
195.1
|
|
|
(122.2
|
)
|
|||||
Total comprehensive (loss) income
|
$
|
(397.5
|
)
|
|
$
|
(231.7
|
)
|
|
$
|
29.3
|
|
|
$
|
202.4
|
|
|
$
|
(397.5
|
)
|
|
Parent Company
|
|
Guarantors
|
|
Non-Guarantors
|
|
Eliminations
|
|
Total
|
||||||||||
Net sales
|
$
|
—
|
|
|
$
|
1,715.3
|
|
|
$
|
1,378.9
|
|
|
$
|
(482.0
|
)
|
|
$
|
2,612.2
|
|
Cost of products sold
|
—
|
|
|
988.5
|
|
|
812.1
|
|
|
(478.3
|
)
|
|
1,322.3
|
|
|||||
Gross profit
|
—
|
|
|
726.8
|
|
|
566.8
|
|
|
(3.7
|
)
|
|
1,289.9
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Selling, general and administrative expense
|
30.5
|
|
|
299.0
|
|
|
205.2
|
|
|
—
|
|
|
534.7
|
|
|||||
Advertising and sales promotion expense
|
—
|
|
|
227.1
|
|
|
145.1
|
|
|
(0.9
|
)
|
|
371.3
|
|
|||||
Research and development expense
|
—
|
|
|
67.6
|
|
|
1.9
|
|
|
—
|
|
|
69.5
|
|
|||||
2013 restructuring
|
—
|
|
|
14.6
|
|
|
35.3
|
|
|
—
|
|
|
49.9
|
|
|||||
Net pension and postretirement benefit gains
|
—
|
|
|
—
|
|
|
(1.1
|
)
|
|
—
|
|
|
(1.1
|
)
|
|||||
Interest expense
|
115.4
|
|
|
0.1
|
|
|
3.5
|
|
|
—
|
|
|
119.0
|
|
|||||
Intercompany interest (income) expense
|
(113.2
|
)
|
|
113.3
|
|
|
—
|
|
|
(0.1
|
)
|
|
—
|
|
|||||
Other expense, net
|
—
|
|
|
0.7
|
|
|
0.1
|
|
|
—
|
|
|
0.8
|
|
|||||
Intercompany service fees
|
—
|
|
|
27.6
|
|
|
(27.2
|
)
|
|
(0.4
|
)
|
|
—
|
|
|||||
Equity in earnings of subsidiaries
|
(383.8
|
)
|
|
(339.5
|
)
|
|
—
|
|
|
723.3
|
|
|
—
|
|
|||||
Earnings before income taxes
|
351.1
|
|
|
316.3
|
|
|
204.0
|
|
|
(725.6
|
)
|
|
145.8
|
|
|||||
Income tax (benefit) provision
|
(5.0
|
)
|
|
(2.1
|
)
|
|
37.5
|
|
|
(2.3
|
)
|
|
28.1
|
|
|||||
Earnings from continuing operations
|
356.1
|
|
|
318.4
|
|
|
166.5
|
|
|
(723.3
|
)
|
|
117.7
|
|
|||||
Earnings from discontinued operations, net of tax
|
—
|
|
|
51.1
|
|
|
187.3
|
|
|
—
|
|
|
238.4
|
|
|||||
Net earnings
|
$
|
356.1
|
|
|
$
|
369.5
|
|
|
$
|
353.8
|
|
|
$
|
(723.3
|
)
|
|
$
|
356.1
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Statement of Comprehensive Income:
|
|
|
|
|
|
|
|
|
|
||||||||||
Net earnings
|
$
|
356.1
|
|
|
$
|
369.5
|
|
|
$
|
353.8
|
|
|
$
|
(723.3
|
)
|
|
$
|
356.1
|
|
Other comprehensive (loss) income, net of tax
|
(98.2
|
)
|
|
(69.5
|
)
|
|
(89.0
|
)
|
|
158.5
|
|
|
(98.2
|
)
|
|||||
Total comprehensive income
|
$
|
257.9
|
|
|
$
|
300.0
|
|
|
$
|
264.8
|
|
|
$
|
(564.8
|
)
|
|
$
|
257.9
|
|
|
Parent Company
|
|
Guarantors
|
|
Non-Guarantors
|
|
Eliminations
|
|
Total
|
||||||||||
Net sales
|
$
|
—
|
|
|
$
|
1,564.8
|
|
|
$
|
1,228.4
|
|
|
$
|
(344.3
|
)
|
|
$
|
2,448.9
|
|
Cost of products sold
|
—
|
|
|
894.9
|
|
|
699.2
|
|
|
(344.6
|
)
|
|
1,249.5
|
|
|||||
Gross profit
|
—
|
|
|
669.9
|
|
|
529.2
|
|
|
0.3
|
|
|
1,199.4
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Selling, general and administrative expense
|
—
|
|
|
292.4
|
|
|
206.0
|
|
|
—
|
|
|
498.4
|
|
|||||
Advertising and sales promotion expense
|
—
|
|
|
172.1
|
|
|
141.6
|
|
|
(1.1
|
)
|
|
312.6
|
|
|||||
Research and development expense
|
—
|
|
|
69.1
|
|
|
0.2
|
|
|
—
|
|
|
69.3
|
|
|||||
2013 restructuring
|
—
|
|
|
0.5
|
|
|
17.5
|
|
|
—
|
|
|
18.0
|
|
|||||
Net pension and postretirement gains
|
—
|
|
|
(38.4
|
)
|
|
(0.8
|
)
|
|
—
|
|
|
(39.2
|
)
|
|||||
Interest expense
|
121.0
|
|
|
(0.4
|
)
|
|
6.0
|
|
|
—
|
|
|
126.6
|
|
|||||
Intercompany interest (income) expense
|
(118.9
|
)
|
|
119.0
|
|
|
(0.1
|
)
|
|
—
|
|
|
—
|
|
|||||
Other (income) expense, net
|
—
|
|
|
1.0
|
|
|
7.3
|
|
|
—
|
|
|
8.3
|
|
|||||
Intercompany service fees
|
—
|
|
|
28.9
|
|
|
(28.9
|
)
|
|
—
|
|
|
—
|
|
|||||
Equity in earnings of subsidiaries
|
(409.8
|
)
|
|
(276.4
|
)
|
|
—
|
|
|
686.2
|
|
|
—
|
|
|||||
Earnings before income taxes
|
407.7
|
|
|
302.1
|
|
|
180.4
|
|
|
(684.8
|
)
|
|
205.4
|
|
|||||
Income tax provision
|
0.7
|
|
|
2.2
|
|
|
45.9
|
|
|
1.4
|
|
|
50.2
|
|
|||||
Earnings from continuing operations
|
407.0
|
|
|
299.9
|
|
|
134.5
|
|
|
(686.2
|
)
|
|
155.2
|
|
|||||
Earnings from discontinued operations, net of tax
|
—
|
|
|
94.4
|
|
|
157.4
|
|
|
—
|
|
|
251.8
|
|
|||||
Net earnings
|
$
|
407.0
|
|
|
$
|
394.3
|
|
|
$
|
291.9
|
|
|
$
|
(686.2
|
)
|
|
$
|
407.0
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Statement of Comprehensive Income:
|
|
|
|
|
|
|
|
|
|
||||||||||
Net earnings
|
$
|
407.0
|
|
|
$
|
394.3
|
|
|
$
|
291.9
|
|
|
$
|
(686.2
|
)
|
|
$
|
407.0
|
|
Other comprehensive income (loss), net of tax
|
44.9
|
|
|
27.2
|
|
|
16.4
|
|
|
(43.6
|
)
|
|
44.9
|
|
|||||
Total comprehensive income
|
$
|
451.9
|
|
|
$
|
421.5
|
|
|
$
|
308.3
|
|
|
$
|
(729.8
|
)
|
|
$
|
451.9
|
|
|
Parent Company
|
|
Guarantors
|
|
Non-Guarantors
|
|
Eliminations
|
|
Total
|
||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
||||||||||
Current assets
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
$
|
—
|
|
|
$
|
2.9
|
|
|
$
|
709.2
|
|
|
$
|
—
|
|
|
$
|
712.1
|
|
Trade receivables, net
|
—
|
|
|
113.7
|
|
|
166.1
|
|
|
—
|
|
|
279.8
|
|
|||||
Inventories
|
—
|
|
|
200.3
|
|
|
174.0
|
|
|
(41.5
|
)
|
|
332.8
|
|
|||||
Other current assets
|
—
|
|
|
171.9
|
|
|
132.9
|
|
|
7.1
|
|
|
311.9
|
|
|||||
Total current assets
|
—
|
|
|
488.8
|
|
|
1,182.2
|
|
|
(34.4
|
)
|
|
1,636.6
|
|
|||||
Investment in subsidiaries
|
3,409.8
|
|
|
793.6
|
|
|
—
|
|
|
(4,203.4
|
)
|
|
—
|
|
|||||
Intercompany receivables, net
(1)
|
—
|
|
|
230.9
|
|
|
53.4
|
|
|
(284.3
|
)
|
|
—
|
|
|||||
Intercompany notes receivable
(1)
|
189.1
|
|
|
1.9
|
|
|
—
|
|
|
(191.0
|
)
|
|
—
|
|
|||||
Property, plant and equipment, net
|
—
|
|
|
303.6
|
|
|
172.5
|
|
|
—
|
|
|
476.1
|
|
|||||
Goodwill
|
—
|
|
|
1,061.9
|
|
|
359.9
|
|
|
—
|
|
|
1,421.8
|
|
|||||
Other intangible assets, net
|
—
|
|
|
1,254.4
|
|
|
154.1
|
|
|
—
|
|
|
1,408.5
|
|
|||||
Other assets
|
8.2
|
|
|
21.9
|
|
|
18.6
|
|
|
—
|
|
|
48.7
|
|
|||||
Total assets
|
$
|
3,607.1
|
|
|
$
|
4,157.0
|
|
|
$
|
1,940.7
|
|
|
$
|
(4,713.1
|
)
|
|
$
|
4,991.7
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Liabilities and Shareholders' Equity
|
|
|
|
|
|
|
|
|
|
||||||||||
Current liabilities
|
$
|
22.0
|
|
|
$
|
313.0
|
|
|
$
|
331.8
|
|
|
$
|
—
|
|
|
$
|
666.8
|
|
Intercompany payables, net
(1)
|
284.3
|
|
|
—
|
|
|
—
|
|
|
(284.3
|
)
|
|
—
|
|
|||||
Intercompany notes payable
(1)
|
—
|
|
|
189.1
|
|
|
1.9
|
|
|
(191.0
|
)
|
|
—
|
|
|||||
Long-term debt
|
1,434.1
|
|
|
—
|
|
|
269.9
|
|
|
—
|
|
|
1,704.0
|
|
|||||
Deferred income tax liabilities
|
—
|
|
|
304.4
|
|
|
31.4
|
|
|
—
|
|
|
335.8
|
|
|||||
Other liabilities
|
2.6
|
|
|
315.5
|
|
|
137.3
|
|
|
(34.4
|
)
|
|
421.0
|
|
|||||
Total liabilities
|
1,743.0
|
|
|
1,122.0
|
|
|
772.3
|
|
|
(509.7
|
)
|
|
3,127.6
|
|
|||||
Total shareholders' equity
|
1,864.1
|
|
|
3,035.0
|
|
|
1,168.4
|
|
|
(4,203.4
|
)
|
|
1,864.1
|
|
|||||
Total liabilities and shareholders' equity
|
$
|
3,607.1
|
|
|
$
|
4,157.0
|
|
|
$
|
1,940.7
|
|
|
$
|
(4,713.1
|
)
|
|
$
|
4,991.7
|
|
(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 was 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
|
$
|
(178.9
|
)
|
|
$
|
(24.2
|
)
|
|
$
|
351.9
|
|
|
$
|
—
|
|
|
$
|
148.8
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash Flow from Investing Activities
|
|
|
|
|
|
|
|
|
|
||||||||||
Capital expenditures
|
—
|
|
|
(75.2
|
)
|
|
(24.2
|
)
|
|
—
|
|
|
(99.4
|
)
|
|||||
Change related to Venezuelan operations
|
—
|
|
|
—
|
|
|
(93.8
|
)
|
|
—
|
|
|
(93.8
|
)
|
|||||
Acquisitions, net of cash acquired
|
—
|
|
|
(12.1
|
)
|
|
—
|
|
|
—
|
|
|
(12.1
|
)
|
|||||
Proceeds from sale of assets
|
—
|
|
|
2.5
|
|
|
14.1
|
|
|
—
|
|
|
16.6
|
|
|||||
Proceeds from intercompany notes
|
1,350.0
|
|
|
—
|
|
|
100.0
|
|
|
(1,450.0
|
)
|
|
—
|
|
|||||
Payments for intercompany notes
|
(499.1
|
)
|
|
—
|
|
|
(100.0
|
)
|
|
599.1
|
|
|
—
|
|
|||||
Intercompany receivables and payables, net
|
—
|
|
|
(294.6
|
)
|
|
—
|
|
|
294.6
|
|
|
—
|
|
|||||
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
|
850.9
|
|
|
(125.5
|
)
|
|
(360.0
|
)
|
|
(540.2
|
)
|
|
(174.8
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash Flow from Financing Activities
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash proceeds from issuance of debt with original maturities greater than 90 days
|
1,335.0
|
|
|
999.0
|
|
|
270.2
|
|
|
—
|
|
|
2,604.2
|
|
|||||
Cash payments on debt with original maturities greater than 90 days
|
(1,900.0
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,900.0
|
)
|
|||||
Net (decrease) increase in debt with original maturities of 90 days or less
|
(135.0
|
)
|
|
11.6
|
|
|
(129.2
|
)
|
|
—
|
|
|
(252.6
|
)
|
|||||
Deferred finance expense
|
(2.6
|
)
|
|
(12.3
|
)
|
|
(0.2
|
)
|
|
—
|
|
|
(15.1
|
)
|
|||||
Proceeds from intercompany notes
|
—
|
|
|
599.1
|
|
|
—
|
|
|
(599.1
|
)
|
|
—
|
|
|||||
Payments for intercompany notes
|
—
|
|
|
(1,450.0
|
)
|
|
—
|
|
|
1,450.0
|
|
|
—
|
|
|||||
Common shares purchased
|
(175.2
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(175.2
|
)
|
|||||
Cash dividends paid
|
(93.2
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(93.2
|
)
|
|||||
Transfer of cash and cash equivalents to New Energizer
|
—
|
|
|
(12.4
|
)
|
|
(487.3
|
)
|
|
—
|
|
|
(499.7
|
)
|
|||||
Proceeds from issuance of common shares, net
|
4.4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4.4
|
|
|||||
Intercompany receivables and payables, net
|
294.6
|
|
|
—
|
|
|
—
|
|
|
(294.6
|
)
|
|
—
|
|
|||||
Proceeds for equity contributions
|
—
|
|
|
—
|
|
|
16.1
|
|
|
(16.1
|
)
|
|
—
|
|
|||||
Intercompany dividend
|
—
|
|
|
14.3
|
|
|
(14.3
|
)
|
|
—
|
|
|
—
|
|
|||||
Net cash (used by) from financing activities
|
(672.0
|
)
|
|
149.3
|
|
|
(344.7
|
)
|
|
540.2
|
|
|
(327.2
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Effect of exchange rate changes on cash
|
—
|
|
|
—
|
|
|
(63.7
|
)
|
|
—
|
|
|
(63.7
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Net decrease in cash and cash equivalents
|
—
|
|
|
(0.4
|
)
|
|
(416.5
|
)
|
|
—
|
|
|
(416.9
|
)
|
|||||
Cash and cash equivalents, beginning of period
|
—
|
|
|
3.3
|
|
|
1,125.7
|
|
|
—
|
|
|
1,129.0
|
|
|||||
Cash and cash equivalents, end of period
|
$
|
—
|
|
|
$
|
2.9
|
|
|
$
|
709.2
|
|
|
$
|
—
|
|
|
$
|
712.1
|
|
|
Parent Company
|
|
Guarantors
|
|
Non-Guarantors
|
|
Eliminations
|
|
Total
|
||||||||||
Net cash flow from (used by) operations
|
$
|
(108.2
|
)
|
|
$
|
370.1
|
|
|
$
|
365.5
|
|
|
$
|
(55.4
|
)
|
|
$
|
572.0
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash Flow from Investing Activities
|
|
|
|
|
|
|
|
|
|
||||||||||
Capital expenditures
|
—
|
|
|
(53.8
|
)
|
|
(31.5
|
)
|
|
—
|
|
|
(85.3
|
)
|
|||||
Proceeds from sale of assets
|
—
|
|
|
8.1
|
|
|
1.0
|
|
|
—
|
|
|
9.1
|
|
|||||
Acquisitions, net of cash acquired
|
—
|
|
|
(52.0
|
)
|
|
(135.1
|
)
|
|
—
|
|
|
(187.1
|
)
|
|||||
Proceeds from intercompany notes
|
140.1
|
|
|
2.5
|
|
|
—
|
|
|
(142.6
|
)
|
|
—
|
|
|||||
Payments for intercompany notes
|
—
|
|
|
—
|
|
|
(12.9
|
)
|
|
12.9
|
|
|
—
|
|
|||||
Intercompany receivables and payables, net
|
(135.0
|
)
|
|
(302.0
|
)
|
|
(55.5
|
)
|
|
492.5
|
|
|
—
|
|
|||||
Payment for equity contributions
|
—
|
|
|
(44.2
|
)
|
|
—
|
|
|
44.2
|
|
|
—
|
|
|||||
Change in restricted cash
|
—
|
|
|
—
|
|
|
(0.1
|
)
|
|
—
|
|
|
(0.1
|
)
|
|||||
Net cash (used by) from investing activities
|
5.1
|
|
|
(441.4
|
)
|
|
(234.1
|
)
|
|
407.0
|
|
|
(263.4
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash Flow from Financing Activities
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash payments on debt with original maturities greater than 90 days
|
(140.1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(140.1
|
)
|
|||||
Net increase in debt with original maturities of 90 days or less
|
135.0
|
|
|
2.9
|
|
|
56.3
|
|
|
—
|
|
|
194.2
|
|
|||||
Proceeds from intercompany notes
|
—
|
|
|
12.9
|
|
|
—
|
|
|
(12.9
|
)
|
|
—
|
|
|||||
Payments for intercompany notes
|
—
|
|
|
(140.1
|
)
|
|
(2.5
|
)
|
|
142.6
|
|
|
—
|
|
|||||
Common shares purchased
|
(94.4
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(94.4
|
)
|
|||||
Cash dividends paid
|
(123.9
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(123.9
|
)
|
|||||
Proceeds from issuance of common shares, net
|
9.9
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
9.9
|
|
|||||
Excess tax benefits from share-based payments
|
6.6
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6.6
|
|
|||||
Intercompany receivables and payables, net
|
302.0
|
|
|
190.5
|
|
|
—
|
|
|
(492.5
|
)
|
|
—
|
|
|||||
Proceeds for equity contributions
|
—
|
|
|
—
|
|
|
44.2
|
|
|
(44.2
|
)
|
|
—
|
|
|||||
Capital contribution
|
—
|
|
|
—
|
|
|
(55.4
|
)
|
|
55.4
|
|
|
—
|
|
|||||
Net cash (used by) from financing activities
|
95.1
|
|
|
66.2
|
|
|
42.6
|
|
|
(351.6
|
)
|
|
(147.7
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Effect of exchange rate changes on cash
|
—
|
|
|
—
|
|
|
(30.2
|
)
|
|
—
|
|
|
(30.2
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Net (decrease) increase in cash and cash equivalents
|
(8.0
|
)
|
|
(5.1
|
)
|
|
143.8
|
|
|
—
|
|
|
130.7
|
|
|||||
Cash and cash equivalents, beginning of period
|
8.0
|
|
|
8.4
|
|
|
981.9
|
|
|
—
|
|
|
998.3
|
|
|||||
Cash and cash equivalents, end of period
|
$
|
—
|
|
|
$
|
3.3
|
|
|
$
|
1,125.7
|
|
|
$
|
—
|
|
|
$
|
1,129.0
|
|
|
Parent Company
|
|
Guarantors
|
|
Non-Guarantors
|
|
Eliminations
|
|
Total
|
||||||||||
Net cash flow (used by) from operating activities
|
$
|
(14.3
|
)
|
|
$
|
317.1
|
|
|
$
|
569.7
|
|
|
$
|
(122.5
|
)
|
|
$
|
750.0
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash Flow from Investing Activities
|
|
|
|
|
|
|
|
|
|
||||||||||
Capital expenditures
|
—
|
|
|
(53.9
|
)
|
|
(36.7
|
)
|
|
—
|
|
|
(90.6
|
)
|
|||||
Proceeds from sale of assets
|
—
|
|
|
—
|
|
|
1.8
|
|
|
—
|
|
|
1.8
|
|
|||||
Proceeds from intercompany notes
|
231.5
|
|
|
17.6
|
|
|
11.0
|
|
|
(260.1
|
)
|
|
—
|
|
|||||
Intercompany receivables and payables, net
|
—
|
|
|
(100.4
|
)
|
|
(62.0
|
)
|
|
162.4
|
|
|
—
|
|
|||||
Payment for equity contributions
|
—
|
|
|
(0.5
|
)
|
|
—
|
|
|
0.5
|
|
|
—
|
|
|||||
Change in restricted cash
|
—
|
|
|
—
|
|
|
(0.3
|
)
|
|
—
|
|
|
(0.3
|
)
|
|||||
Net cash from (used by) investing activities
|
231.5
|
|
|
(137.2
|
)
|
|
(86.2
|
)
|
|
(97.2
|
)
|
|
(89.1
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash Flow from Financing Activities
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash payments on debt with original maturities greater than 90 days
|
(231.5
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(231.5
|
)
|
|||||
Net decrease in debt with original maturity days of 90 or less
|
—
|
|
|
(0.2
|
)
|
|
(63.7
|
)
|
|
—
|
|
|
(63.9
|
)
|
|||||
Payments for intercompany notes
|
—
|
|
|
(242.5
|
)
|
|
(17.6
|
)
|
|
260.1
|
|
|
—
|
|
|||||
Proceeds from issuance of common stock
|
18.2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
18.2
|
|
|||||
Excess tax benefits from share-based payments
|
5.3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5.3
|
|
|||||
Cash dividends paid
|
(105.6
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(105.6
|
)
|
|||||
Intercompany receivable/payable, net
|
100.4
|
|
|
62.0
|
|
|
—
|
|
|
(162.4
|
)
|
|
—
|
|
|||||
Proceeds for equity contribution
|
—
|
|
|
—
|
|
|
0.5
|
|
|
(0.5
|
)
|
|
—
|
|
|||||
Intercompany dividend
|
—
|
|
|
—
|
|
|
(122.5
|
)
|
|
122.5
|
|
|
—
|
|
|||||
Net cash (used by) from financing activities
|
(213.2
|
)
|
|
(180.7
|
)
|
|
(203.3
|
)
|
|
219.7
|
|
|
(377.5
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Effect of exchange rate changes on cash
|
—
|
|
|
—
|
|
|
(3.6
|
)
|
|
—
|
|
|
(3.6
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Net increase (decrease) in cash and cash
equivalents
|
4.0
|
|
|
(0.8
|
)
|
|
276.6
|
|
|
—
|
|
|
279.8
|
|
|||||
Cash and cash equivalents, beginning of period
|
4.0
|
|
|
9.2
|
|
|
705.3
|
|
|
—
|
|
|
718.5
|
|
|||||
Cash and cash equivalents, end of period
|
$
|
8.0
|
|
|
$
|
8.4
|
|
|
$
|
981.9
|
|
|
$
|
—
|
|
|
$
|
998.3
|
|
|
Fiscal 2015 (by quarter)
|
||||||||||||||
|
Q1
|
|
Q2
|
|
Q3
|
|
Q4
|
||||||||
Net sales
|
$
|
537.1
|
|
|
$
|
651.1
|
|
|
$
|
672.9
|
|
|
$
|
560.1
|
|
Gross profit
|
256.8
|
|
|
334.3
|
|
|
323.4
|
|
|
269.3
|
|
||||
Earnings (loss) from continuing operations
(1) (2) (3) (4) (5) (6)
|
19.9
|
|
|
(54.6
|
)
|
|
(67.7
|
)
|
|
(193.7
|
)
|
||||
Earnings (loss) from discontinued operations, net of tax
|
85.2
|
|
|
(33.8
|
)
|
|
(4.8
|
)
|
|
(25.8
|
)
|
||||
Net earnings (loss)
|
105.1
|
|
|
(88.4
|
)
|
|
(72.5
|
)
|
|
(219.5
|
)
|
||||
|
|
|
|
|
|
|
|
||||||||
Basic earnings (loss) per share
(7)
|
|
|
|
|
|
|
|
||||||||
Continuing operations
|
$
|
0.32
|
|
|
$
|
(0.88
|
)
|
|
$
|
(1.09
|
)
|
|
$
|
(3.15
|
)
|
Discontinued operations
|
1.37
|
|
|
(0.54
|
)
|
|
(0.08
|
)
|
|
(0.42
|
)
|
||||
Net earnings (loss)
|
1.70
|
|
|
(1.42
|
)
|
|
(1.17
|
)
|
|
(3.57
|
)
|
||||
|
|
|
|
|
|
|
|
||||||||
Diluted earnings (loss) per share
(7)
|
|
|
|
|
|
|
|
||||||||
Continuing operations
|
$
|
0.32
|
|
|
$
|
(0.88
|
)
|
|
$
|
(1.09
|
)
|
|
$
|
(3.15
|
)
|
Discontinued operations
|
1.37
|
|
|
(0.54
|
)
|
|
(0.08
|
)
|
|
(0.42
|
)
|
||||
Net earnings (loss)
|
1.69
|
|
|
(1.42
|
)
|
|
(1.17
|
)
|
|
(3.57
|
)
|
|
Fiscal 2014 (by quarter)
|
||||||||||||||
|
Q1
|
|
Q2
|
|
Q3
|
|
Q4
|
||||||||
Net sales
|
$
|
550.2
|
|
|
$
|
689.0
|
|
|
$
|
718.3
|
|
|
$
|
654.7
|
|
Gross profit
|
254.7
|
|
|
345.9
|
|
|
347.1
|
|
|
342.2
|
|
||||
Earnings from continuing operations
(1) (2)
|
24.5
|
|
|
64.9
|
|
|
9.8
|
|
|
18.5
|
|
||||
Earnings from discontinued operations, net of tax
|
83.3
|
|
|
33.6
|
|
|
54.8
|
|
|
66.7
|
|
||||
Net earnings
|
107.8
|
|
|
98.5
|
|
|
64.6
|
|
|
85.2
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Basic earnings per share
(7)
|
|
|
|
|
|
|
|
||||||||
Continuing operations
|
$
|
0.39
|
|
|
$
|
1.05
|
|
|
$
|
0.16
|
|
|
$
|
0.30
|
|
Discontinued operations
|
1.33
|
|
|
0.54
|
|
|
0.89
|
|
|
1.08
|
|
||||
Net earnings
|
1.73
|
|
|
1.59
|
|
|
1.05
|
|
|
1.38
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Diluted earnings per share
(7)
|
|
|
|
|
|
|
|
||||||||
Continuing operations
|
$
|
0.39
|
|
|
$
|
1.04
|
|
|
$
|
0.16
|
|
|
$
|
0.30
|
|
Discontinued operations
|
1.32
|
|
|
0.54
|
|
|
0.88
|
|
|
1.07
|
|
||||
Net earnings
|
1.71
|
|
|
1.57
|
|
|
1.03
|
|
|
1.36
|
|
(1)
|
All quarters of fiscal 2015 and 2014 include costs related to the Company's 2013 Restructuring. These costs were
$9.1
,
$6.6
,
$5.0
and
$6.3
for the first, second, third and fourth quarters of fiscal 2015, respectively, and
$7.3
,
$9.0
,
$24.8
and
$12.4
for the first, second, third and fourth quarters of fiscal 2014, respectively. See Note 5 of Notes to Consolidated Financial Statements.
|
(2)
|
Fiscal 2015 and the third and fourth quarters of fiscal 2014 contain incremental costs incurred to evaluate, plan and execute the Separation. These costs were
$23.8
,
$32.2
,
$55.7
and
$30.3
for the first, second, third and fourth quarters of fiscal 2015, respectively, and
$4.2
and
$20.2
for the third and fourth quarters of fiscal 2014, respectively. See Note 3 of Notes to Consolidated Financial Statements.
|
(3)
|
The second quarter of fiscal 2015 includes a charge of
$79.3
as a result of deconsolidating the Company's Venezuelan subsidiaries. See Note 1 of Notes to Consolidated Financial Statements.
|
(4)
|
The third quarter of fiscal 2015 includes early debt retirement costs of
$59.6
associated with the prepayment of the Company's private placement notes on May 29, 2015. See Note 10 of Notes to Consolidated Financial Statements.
|
(5)
|
The third and fourth quarters of fiscal 2015 were impacted by Industrial sale charges. The Company recorded charges of
$21.9
in the third quarter, primarily consisting of fixed asset and intangible impairments. A loss on the sale of
$10.8
was recorded during the fourth quarter. See Note 3 of Notes to Consolidated Financial Statements.
|
(6)
|
The fourth quarter of fiscal 2015 includes a non-cash impairment charge of
$318.2
related to intangible assets. See Note 8 of Notes to Consolidated Financial Statements.
|
(7)
|
Quarterly and annual computations are prepared independently. Therefore, the sum of each quarter may not necessarily total the fiscal period amounts noted elsewhere within this Annual Report on Form 10-K.
|
1)
|
Financial Statements.
The following are included within Item 8. Financial Statements and Supplementary Data of this Annual Report on Form 10-K.
|
•
|
Report of Independent Registered Public Accounting Firm.
|
•
|
Consolidated Statements of Earnings and Comprehensive (Loss) Income for the fiscal years ended September 30, 2015, 2014 and 2013.
|
•
|
Consolidated Balance Sheets as of September 30, 2015 and 2014.
|
•
|
Consolidated Statements of Cash Flows for the fiscal years ended September 30, 2015, 2014 and 2013.
|
•
|
Consolidated Statement of Changes in Shareholders' Equity for the period from October 1, 2012 to September 30, 2015.
|
•
|
Notes to Consolidated Financial Statements.
|
2)
|
Financial Statement Schedules.
|
|
|
Fiscal Year Ended September 30,
|
||||||||||
|
|
2015
|
|
2014
|
|
2013
|
||||||
Allowance for Doubtful Accounts
|
|
|
|
|
|
|
||||||
Balance at beginning of year
|
|
$
|
13.4
|
|
|
$
|
16.0
|
|
|
$
|
15.9
|
|
Provision charged to expense, net of reversals
|
|
0.9
|
|
|
(1.3
|
)
|
|
(0.3
|
)
|
|||
Write-offs, less recoveries, translation, other
|
|
(2.9
|
)
|
|
(1.3
|
)
|
|
0.4
|
|
|||
Amounts distributed to New Energizer
|
|
(6.0
|
)
|
|
—
|
|
|
—
|
|
|||
Balance at end of year
|
|
$
|
5.4
|
|
|
$
|
13.4
|
|
|
$
|
16.0
|
|
|
|
|
|
|
|
|
||||||
Income Tax Valuation Allowance
|
|
|
|
|
|
|
||||||
Balance at beginning of year
|
|
$
|
13.3
|
|
|
$
|
9.5
|
|
|
$
|
11.9
|
|
Provision charged to expense
|
|
9.6
|
|
|
7.6
|
|
|
0.5
|
|
|||
Reversal of provision charged to expense
|
|
—
|
|
|
(3.0
|
)
|
|
(0.2
|
)
|
|||
Amounts distributed to New Energizer
|
|
(14.5
|
)
|
|
—
|
|
|
—
|
|
|||
Translation, other
|
|
—
|
|
|
(0.8
|
)
|
|
(2.7
|
)
|
|||
Balance at end of year
|
|
$
|
8.4
|
|
|
$
|
13.3
|
|
|
$
|
9.5
|
|
3)
|
Exhibits.
The exhibits are included in the Exhibit Index that appears at the end of this Annual Report on Form 10-K.
|
|
EDGEWELL PERSONAL CARE COMPANY
|
||
|
|
|
|
|
By
|
/s/ David P. Hatfield
|
|
|
|
David P. Hatfield
|
|
|
|
Chief Executive Officer
|
Signature
|
Title
|
/s/ David P. Hatfield
|
|
David P. Hatfield
(principal executive officer)
|
Chief Executive Officer and Director
|
|
|
/s/ Sandra J. Sheldon
|
|
Sandra J. Sheldon
(principal financial officer)
|
Chief Financial Officer
|
|
|
/s/ Elizabeth E. Dreyer
|
|
Elizabeth E. Dreyer
(principal accounting officer)
|
Chief Accounting Officer and Vice President, Controller
|
|
|
/s/ Ward M. Klein
|
|
Ward M. Klein
|
Executive Chairman of the Board
|
|
|
/s/ Daniel J. Heinrich
|
|
Daniel J. Heinrich
|
Director
|
|
|
/s/ Carla C. Hendra
|
|
Carla C. Hendra
|
Director
|
|
|
/s/ R. David Hoover
|
|
R. David Hoover
|
Director
|
|
|
/s/ John C. Hunter
|
|
John C. Hunter
|
Director
|
|
|
/s/ James C. Johnson
|
|
James C. Johnson
|
Director
|
|
|
/s/ Rakesh Sachdev
|
|
Rakesh Sachdev
|
Director
|
|
|
Date: November 30, 2015
|
|
Exhibit Number
|
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
|
Indenture, dated as of May 19, 2011, by and among the Company, the guarantors named therein, and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated by reference to Exhibit 4.1 of the Company's Current Report on Form 8-K, filed May 19, 2011).
|
|
|
4.2
|
First Supplemental Indenture, dated as of May 19, 2011, by and among the Company, the guarantors named therein, and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated by reference to Exhibit 4.2 of the Company's Current Report on Form 8-K, filed May 19, 2011).
|
|
|
4.3
|
Second Supplemental Indenture (including the Form of Note), dated as of May 24, 2012, by and among the Company, the guarantors named therein and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated by reference to Exhibit 4.2 to the Company's Current Report on Form 8-K filed May 24, 2012).
|
|
|
4.4
|
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
|
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).
|
|
|
10.2
|
Omnibus Amendment No. 1 dated as of September 25, 2015 to Credit Agreement and Subsidiary Guaranty by and among Edgewell Personal Care Company, as borrower, Edgewell Personal Care Brands, LLC, as new subsidiary borrower, certain other subsidiaries of Edgewell, as subsidiary guarantors, JPMorgan Chase Bank, N.A., as administrative agent, Bank of America, N.A., The Bank of Tokyo-Mitsubishi UFJ, Ltd., and Citibank, N.A., as co-syndication agents, 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 September 29, 2015).
|
|
|
10.3
|
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).
|
|
|
10.4
|
Amendment No. 1 dated as of September 25, 2015 to Credit Agreement by and among Edgewell Personal Care Netherlands B.V., Edgewell Personal Care Company, the institutions listed on the signature pages thereto and the Bank of Tokyo-Mitsubishi UFJ, Ltd., as the administrative agent for the lenders referred to therein (incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K filed September 29, 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
|
Tax Sharing Agreement (incorporated by reference to Exhibit 2.2 of the Company’s Post-Effective Amendment No. 1 to Form 10, filed April 19, 2000).
|
|
|
10.8**
|
A Summary of the Company's director compensation program (incorporated by reference to the Company's Definitive Proxy Statement for the fiscal year ended September 30, 2014.)
|
|
|
10.9**
|
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).
|
|
|
10.10**
|
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).
|
|
|
10.11**
|
Second Amended and Restated 2009 Incentive Stock Plan (incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the quarter ended December 31, 2013).
|
|
|
10.12**
|
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 November 14, 2014).
|
|
|
10.13**
|
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).
|
|
|
10.14**
|
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).
|
|
|
10.15*, **
|
Form of annual Restricted Stock Equivalent Award Agreement for Directors.
|
|
|
10.16*, **
|
Form of appointment Restricted Stock Equivalent Award Agreement for Directors.
|
|
|
10.17**
|
Form of Change of Control Employment Agreements, as amended December 31, 2008 (incorporated by reference to Exhibit 10.1 of the Company's Current Report on Form 8-K filed January 6, 2009).
|
|
|
10.18**
|
Form of Change of Control Employment Agreement for use with designated individuals subsequent to January 1, 2012 (incorporated by reference to Exhibit 10.64 to the Company's Annual Report on Form 10-K for the year ended September 30, 2012).
|
|
|
10.19**
|
Form of Change of Control Agreement with certain Executive Officers (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed July 10, 2015).
|
|
|
10.20**
|
Separation Agreement and General Release by and between Daniel Sescleifer and the Company (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed February 27, 2015).
|
|
|
10.21*, **
|
January 1, 2015 Restatement of the Company's Executive Savings Investment Plan.
|
|
|
10.22**
|
Amendment to the Company's Executive Savings Investment Plan, effective July 1, 2015 (incorporated by reference to Exhibit 10.12 to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2015).
|
|
|
10.23**
|
2010 Restatement of the Company's Supplemental Executive Retirement Plan dated October 15, 2010 (incorporated by reference to Exhibit 10.54 of Amendment No. 1 to the Company's Annual Report on Form 10-K/A, filed May 16, 2011).
|
|
|
10.24*, **
|
First Amendment to the 2010 Restatement of the Company's Supplemental Executive Retirement Plan, effective July 1, 2015.
|
|
|
10.25**
|
Second Amendment to the 2010 Restatement of the Company's Supplemental Executive Retirement Plan, effective July 1, 2015 (incorporated by reference to Exhibit 10.13 to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2015).
|
|
|
10.26**
|
2009 Restatement of the Company's Deferred Compensation Plan, as amended and restated effective as of January 1, 2009 (incorporated by reference to Exhibit 10 of the Company's Annual Report on Form 10-K for the year ended September 30, 2008).
|
|
|
10.27**
|
First Amendment to the 2009 Restatement of the Company's Deferred Compensation Plan (incorporated by reference to Exhibit 4.3 to the Company's Registration Statement on Form S-8 filed November 21, 2012).
|
|
|
10.28**
|
Amendment No. 2 to the 2009 Restatement of the Company's Deferred Compensation Plan (incorporated by reference to Exhibit 4.4 to the Company's Registration Statement on Form S-8 filed November 21, 2012).
|
|
|
10.29**
|
Amendment No. 3 to 2009 Restatement of the Company's Deferred Compensation Plan, dated November 7, 2011 (incorporated by reference to Exhibit 10.59 to the Company's Annual Report on Form 10-K for the year ended September 30, 2012).
|
|
|
10.30**
|
Amendment No. 4 to the 2009 Restatement of the Company's Deferred Compensation Plan (incorporated by reference to Exhibit 10.60 to the Company's Annual Report on Form 10-K for the year ended September 30, 2012).
|
|
|
10.31**
|
Amendment to the 2009 Restatement of the Company's Deferred Compensation Plan, effective July 1, 2015 (incorporated by reference to Exhibit 10.14 to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2015).
|
|
|
10.32**
|
Form of Executive Officer Strategic Transaction Incentive Agreement (incorporated by reference to Exhibit 10.67 to the Company's Annual Report on Form 10-K for the year ended September 30, 2014).
|
|
|
10.33**
|
Executive Group Personal Excess Liability Insurance Plan (incorporated by reference to Exhibit 10.9 of the Company's Post-Effective Amendment No. 1 to Form 10, filed April 19, 2000).
|
|
|
10.34**
|
Amended Executive Officer Bonus Plan (incorporated by reference to Exhibit 10.2 of the Company's Current Report on Form 8-K filed October 15, 2008).
|
|
|
10.35**
|
2009 Restatement of the Company's Financial Planning Plan dated effective as of January 1, 2009 (incorporated by reference to Exhibit 10.55 of Amendment No. 1 to the Company's Annual Report on Form 10-K/A, filed May 16, 2011).
|
|
|
12*
|
Calculation of Earnings to Fixed Charges.
|
|
|
21.1*
|
Subsidiaries of Registrant.
|
|
|
23.1*
|
Consent of PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm.
|
|
|
31.1*
|
Certification of the Chief Executive Officer 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 the Chief Financial Officer 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 the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
|
32.2*
|
Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
|
101*
|
The following materials from the Edgewell Personal Care Company Annual Report on Form 10-K formatted in eXtensible Business Reporting Language (XBRL): (i) the Consolidated Statements of Earnings and Comprehensive Income for the years ended September 30, 2013, 2014 and 2015, (ii) the Consolidated Balance Sheets at September 30, 2014 and 2015, (iii) the Consolidated Statements of Cash Flows for the years ended September 30, 2013, 2014 and 2015, (iv) Consolidated Statement of Changes in Shareholders' Equity for the period from October 1, 2012 to September 30, 2015, and (v) Notes to Consolidated Financial Statements for the year ended September 30, 2015.
|
(i)
|
The acquisition by one person, or more than one person acting as a group, of ownership of stock (including Common Stock) of the Company that, together with stock held by such person or group, constitutes more than 50% of the total fair market value or total voting power of the stock of the Company. Notwithstanding the above, if any person or more than one person acting as a group, is considered to own more than 50% of the total fair market value or total voting power of the stock of the Company, the acquisition of additional stock by the same person or persons will not constitute a Change of Control; or
|
(ii)
|
A majority of the members of the Company’s Board of Directors is replaced during any twelve-month period by directors whose appointment or election is not endorsed by a majority of the members of the Company’s Board of Directors before the date of the appointment or election.
|
1.
|
Award
.
|
2.
|
Vesting; Payment
.
|
3.
|
Additional Cash Payment
.
|
4.
|
Acceleration
.
|
5.
|
Forfeiture
.
|
6.
|
Shareholder Rights; Adjustment of Equivalents
.
|
7.
|
Other
.
|
8.
|
Definitions
.
|
1.
|
Governing Law
.
|
2.
|
Notices
.
|
3.
|
Entire Agreement
.
|
4.
|
Waiver
.
|
5.
|
Counterparts; Effect of Recipient’s Signature
.
|
6.
|
Effective Date
.
|
(b)
|
The last day of the Year in which the Participant ceases to meet the eligibility requirements of either Section 2.1 or Section 2.2 of the Plan; or
|
(c)
|
The last day of the Year in which the Participant is designated by the CEO as ineligible to participate in the Plan.
|
(2)
|
By liquidation of the Participant's assets, to the extent the liquidation of such assets would not itself cause severe financial hardship.
|
(1)
|
A sudden and unexpected illness or accident of the Participant or of a dependent or close family member of the Participant;
|
|
Fiscal Year
|
||||||||||||||||||
|
2015
|
|
2014
|
|
2013
|
|
2012
|
|
2011
|
||||||||||
(Loss) earnings from continuing operations before income taxes
|
$
|
(458.7
|
)
|
|
$
|
145.8
|
|
|
$
|
205.4
|
|
|
$
|
164.7
|
|
|
$
|
63.0
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Additions:
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest expense
|
98.8
|
|
|
119.0
|
|
|
126.6
|
|
|
123.3
|
|
|
121.9
|
|
|||||
Deferred financing (recorded in SG&A)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.5
|
|
|||||
Estimated portion of rental expense attributable to interest
|
1.0
|
|
|
1.2
|
|
|
1.2
|
|
|
1.3
|
|
|
1.2
|
|
|||||
Total fixed charges
|
$
|
99.8
|
|
|
$
|
120.2
|
|
|
$
|
127.8
|
|
|
$
|
124.6
|
|
|
$
|
123.6
|
|
(Loss) earnings from continuing operations before income taxes plus fixed charges
|
$
|
(358.9
|
)
|
|
$
|
266.0
|
|
|
$
|
333.2
|
|
|
$
|
289.3
|
|
|
$
|
186.6
|
|
Ratio of earnings to fixed charges
(1)
|
(3.6
|
)
|
|
2.2
|
|
|
2.6
|
|
|
2.3
|
|
|
1.5
|
|
(1)
|
In fiscal 2015, earnings were not sufficient to cover fixed charges, primarily due to additional expenses incurred as a result of the separation of the Household Products business, as well as non-cash impairment charges.
|
Subsidiary Name
|
|
Jurisdiction of Incorporation
|
|
Percentage of Control
|
American Safety Razor Australia Pty. Limited
|
|
Australia
|
|
100%
|
Edgewell Personal Care Australia Pty. Ltd.
|
|
Australia
|
|
100%
|
Energizer Group Austria Handels GmbH
|
|
Austria
|
|
100%
|
Energizer Sales Limited
|
|
Barbados
|
|
100%
|
Personna International Limited
|
|
Barbados
|
|
100%
|
Smile-Tote, Inc.
|
|
California
|
|
100%
|
Edgewell Personal Care Canada ULC
|
|
British Columbia (Canada)
|
|
100%
|
Schick Cayman Islands Ltd.
|
|
Cayman Islands
|
|
100%
|
Edgewell Personal Care Chile SpA
|
|
Chile
|
|
100%
|
Schick (Guangzhou) Company Limited
|
|
China
|
|
100%
|
Edgewell Personal Care Colombia S.A.S.
|
|
Colombia
|
|
100%
|
Personna International CZ s.r.o.
|
|
Czech Republic
|
|
100%
|
Energizer ASR, LLC
|
|
Delaware
|
|
100%
|
Edgewell Personal Care Middle East, Inc.
|
|
Delaware
|
|
100%
|
Edgewell Personal Care Brands, LLC
|
|
Delaware
|
|
100%
|
Edgewell Personal Care, LLC
|
|
Delaware
|
|
100%
|
Energizer Group, Inc.
|
|
Delaware
|
|
100%
|
Edgewell Personal Care Taiwan Ltd.
|
|
Delaware
|
|
100%
|
Lafourche, LLC
|
|
Delaware
|
|
100%
|
Playtex Products, LLC
|
|
Delaware
|
|
100%
|
Playtex Manufacturing, Inc.
|
|
Delaware
|
|
100%
|
Playtex Investment Corporation
|
|
Delaware
|
|
100%
|
Playtex Marketing Corporation
|
|
Delaware
|
|
50%
|
Schick Manufacturing, Inc.
|
|
Delaware
|
|
100%
|
Sun Pharmaceuticals, LLC
|
|
Delaware
|
|
100%
|
Tanning Research Laboratories, LLC
|
|
Delaware
|
|
100%
|
TH Marketing Corp.
|
|
Delaware
|
|
100%
|
Hawaiian Tropic Europe, Inc.
|
|
Florida
|
|
100%
|
Edgewell Personal Care France SAS
|
|
France
|
|
100%
|
Energizer Finanzierungs GbR
|
|
Germany
|
|
100%
(Partnership)
|
Wilkinson Sword GmbH
|
|
Germany
|
|
100%
|
Energizer Hong Kong Limited
|
|
Hong Kong
|
|
100%
|
Schick Asia Limited
|
|
Hong Kong
|
|
100%
|
Personna International Israel Ltd.
|
|
Israel
|
|
100%
|
Edgewell Personal Care Italy S.p.A.
|
|
Italy
|
|
100%
|
Schick Japan Kabushiki Kaisha
|
|
Japan
|
|
100%
|
Edgewell Personal Care Mexico S.A. de C.V.
|
|
Mexico
|
|
100%
|
Personna International de Mexico, S.A. de C.V.
|
|
Mexico
|
|
100%
|
Edgewell Personal Care Netherlands B.V.
|
|
Netherlands
|
|
100%
|
Energizer Group Holland, B.V.
|
|
Netherlands
|
|
100%
|
Tropria Holding, B.V.
|
|
Netherlands
|
|
100%
|
Edgewell Personal Care New Zealand ULC
|
|
New Zealand
|
|
100%
|
Carewell Industries, Inc.
|
|
New York
|
|
100%
|
Schick & Energizer Peru S.A.
|
|
Peru
|
|
100%
|
Edgewell Personal Care Poland sp.zo.o.
|
|
Poland
|
|
100%
|
Energizer Group Portugal Unipessoal, Lda.
|
|
Portugal
|
|
100%
|
Energizer Puerto Rico, Inc.
|
|
Puerto Rico
|
|
100%
|
Edgewell Personal Care Spain, S.L.
|
|
Spain
|
|
100%
|
Energizer Holdings UK Company Ltd.
|
|
United Kingdom
|
|
100%
|
Energizer Investments UK Ltd.
|
|
United Kingdom
|
|
100%
|
Wilkinson Sword Limited
|
|
United Kingdom
|
|
100%
|
Edgewell Personal Care UK Limited
|
|
United Kingdom
|
|
100%
|
Personna International UK Limited
|
|
United Kingdom
|
|
100%
|
Energizer Group Venezuela, C.A.
|
|
Venezuela
|
|
100%
|
Importadora Schick, C.A.
|
|
Venezuela
|
|
100%
|
Schick de Venezuela, C.A.
|
|
Venezuela
|
|
100%
|
Schick Materia Prima, C.A.
|
|
Venezuela
|
|
100%
|
1.
|
I have reviewed this annual report on Form 10-K 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 annual report on Form 10-K 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
|