EDGEWELL PERSONAL CARE Co [EPC] Filings

10-Q 1 epc-20230630.htm 10-Q epc-20230630

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_______________________________

FORM 10-Q

_______________________________


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2023


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _______________ to _______________

Commission File Number: 001-15401

____________________________________________________________________________________________________________

EDGEWELL PERSONAL CARE COMPANY

(Exact name of registrant as specified in its charter)

Missouri

43-1863181

(State or other jurisdiction of incorporation or organization)

(I. R. S. Employer Identification No.)

6 Research Drive

(203)

944-5500

Shelton,

06484

(Registrant’s telephone number, including area code)

(Address of principal executive offices and zip code)

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.01 per share	EPC	New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☒

Accelerated filer

☐

Non-accelerated filer

☐

(Do not check if a smaller reporting company)

Smaller reporting company

☐

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date:

Common shares, $0.01 par value - 50,811,891 shares as of July 31, 2023.

EDGEWELL PERSONAL CARE COMPANY

INDEX TO FORM 10-Q


PART I.	FINANCIAL INFORMATION
Item 1.	Financial Statements
	Condensed Consolidated Statements of Earnings and Comprehensive Income for the three and nine months ended June 30, 2023 and 2022	3
	Condensed Consolidated Balance Sheets as of June 30, 2023 and September 30, 2022	4
	Condensed Consolidated Statements of Cash Flows for the nine months ended June 30, 2023 and 2022	5
	Condensed Consolidated Statements of Changes in Shareholders’ Equity for the three and nine months ended June 30, 2023 and 2022	6
	Notes to Condensed Consolidated Financial Statements	8
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	22
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	34
Item 4.	Controls and Procedures	35

PART II.	OTHER INFORMATION
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	36
Item 5.	Other Information	36
Item 6.	Exhibits	37

SIGNATURE		38

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements.

EDGEWELL PERSONAL CARE COMPANY

CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS AND COMPREHENSIVE INCOME

(unaudited, in millions, except per share data)


	Three Months Ended June 30,				Nine Months Ended June 30,
	2023		2022		2023		2022
Net sales	$	650.0	$	623.8	$	1,717.5	$	1,634.8
Cost of products sold	370.3		383.2		1,007.1		974.2
Gross profit	279.7		240.6		710.4		660.6

Selling, general and administrative expense	96.3		92.7		297.2		290.9
Advertising and sales promotion expense	80.0		80.9		188.8		197.0
Research and development expense	14.8		13.6		42.6		40.1
Restructuring charges	3.0		3.5		8.7		9.2
Operating income	85.6		49.9		173.1		123.4
Interest expense associated with debt	19.2		18.0		59.8		53.3
Other (income) expense, net	(3.8)		(4.4)		0.7		(9.5)
Earnings before income taxes	70.2		36.3		112.6		79.6
Income tax provision	17.7		5.8		29.2		14.7
Net earnings	$	52.5	$	30.5	$	83.4	$	64.9

Earnings per share:
Basic net earnings per share	$	1.03	$	0.58	$	1.62	$	1.21
Diluted net earnings per share	$	1.01	$	0.57	$	1.61	$	1.20

Statements of Comprehensive Income:
Net earnings	$	52.5	$	30.5	$	83.4	$	64.9
Other comprehensive income (loss), net of tax
Foreign currency translation adjustments	7.5		(34.4)		67.6		(50.3)
Pension and postretirement activity, net of tax (benefit) of $(0.6), $0.4, $0.9, and $0.7	(0.4)		0.7		3.9		0.8
Deferred gain (loss) on hedging activity, net of tax (benefit) of $0.9, $1.4, $(2.8), and $2.0	1.8		3.1		(6.2)		4.5
Total other comprehensive income (loss), net of tax	8.9		(30.6)		65.3		(45.0)
Total comprehensive income (loss)	$	61.4	$	(0.1)	$	148.7	$	19.9

See accompanying Notes to Condensed Consolidated Financial Statements.

EDGEWELL PERSONAL CARE COMPANY

CONDENSED CONSOLIDATED BALANCE SHEETS

(unaudited, in millions, except share data)


	June 30, 2023		September 30, 2022
Assets
Current assets
Cash and cash equivalents	$	207.4	$	188.7
Trade receivables, less allowance for doubtful accounts of $6.2 and $3.8	121.5		136.9
Inventories	502.5		449.3
Other current assets	157.2		167.3
Total current assets	988.6		942.2
Property, plant and equipment, net	339.8		345.5
Goodwill	1,336.1		1,322.2
Other intangible assets, net	983.7		996.6
Other assets	118.1		106.6
Total assets	$	3,766.3	$	3,713.1

Liabilities and Shareholders’ Equity
Current liabilities
Notes payable	$	17.7	$	19.0
Accounts payable	241.1		237.3
Other current liabilities	321.0		291.7
Total current liabilities	579.8		548.0
Long-term debt	1,323.1		1,391.4
Deferred income tax liabilities	142.3		140.4
Other liabilities	170.0		173.6
Total liabilities	2,215.2		2,253.4
Shareholders’ equity

Preferred shares, $0.01 par value, 10,000,000 authorized; none issued or outstanding	—		—
Common shares, $0.01 par value, 300,000,000 authorized; 65,251,989 issued; 50,892,000 and 51,573,001 outstanding	0.7		0.7
Additional paid-in capital	1,586.3		1,604.3
Retained earnings	991.2		931.7
Common shares in treasury at cost, 14,359,989 and 13,678,988	(876.3)		(860.9)
Accumulated other comprehensive loss	(150.8)		(216.1)
Total shareholders’ equity	1,551.1		1,459.7
Total liabilities and shareholders’ equity	$	3,766.3	$	3,713.1

See accompanying Notes to Condensed Consolidated Financial Statements.

EDGEWELL PERSONAL CARE COMPANY

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited, in millions)


	Nine Months Ended June 30,
	2023		2022
Cash Flow from Operating Activities
Net earnings	$	83.4	$	64.9
Depreciation and amortization	68.1		67.1
Share-based compensation expense	19.8		18.4
Loss on sale of assets	1.1		0.6
Defined benefit settlement loss	7.2		—
Deferred compensation payments	(4.9)		(7.1)
Deferred income taxes	(0.6)		(10.6)
Other, net	(13.6)		(4.8)
Changes in operating assets and liabilities	7.8		(56.1)
Net cash from operating activities	$	168.3	$	72.4

Cash Flow from Investing Activities
Capital expenditures	(31.1)		(37.4)
Acquisition of Billie, net of cash acquired	—		(309.4)
Collection of deferred purchase price on accounts receivable sold	1.5		5.6
Proceeds from sale of Infant and Pet Care business	—		5.0
Other, net	(2.0)		(1.4)
Net cash used by investing activities	$	(31.6)	$	(337.6)

Cash Flow from Financing Activities
Cash proceeds from debt with original maturities greater than 90 days	645.0		534.0
Cash payments on debt with original maturities greater than 90 days	(715.0)		(413.0)
Proceeds (payments) of debt with original maturities of 90 days or less	5.1		(4.3)
Repurchase of shares	(45.2)		(110.1)
Dividends to common shareholders	(23.8)		(24.7)
Net financing inflow from the Accounts Receivable Facility	9.6		6.5
Employee shares withheld for taxes	(9.0)		(10.4)
Other, net	1.0		0.6
Net cash used by financing activities	$	(132.3)	$	(21.4)

Effect of exchange rate changes on cash	14.3		(11.0)

Net increase (decrease) in cash and cash equivalents	18.7		(297.6)
Cash and cash equivalents, beginning of period	188.7		479.2
Cash and cash equivalents, end of period	$	207.4	$	181.6

See accompanying Notes to Condensed Consolidated Financial Statements.

EDGEWELL PERSONAL CARE COMPANY

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

(unaudited, in millions)


	Common Shares			Treasury Shares
	Number	Par Value		Number	Amount		Additional Paid-In Capital		Retained Earnings		Accumulated Other Comprehensive Loss		Total Shareholders’ Equity
Balance as of September 30, 2022	65.2	$	0.7	(13.7)	$	(860.9)	$	1,604.3	$	931.7	$	(216.1)	$	1,459.7
Net earnings	—	—		—	—		—		11.9		—		11.9
Foreign currency translation adjustments	—	—		—	—		—		—		48.0		48.0
Pension and postretirement activity	—	—		—	—		—		—		(0.2)		(0.2)
Deferred loss on hedging activity	—	—		—	—		—		—		(8.2)		(8.2)
Dividends declared to common shareholders	—	—		—	—		—		(8.0)		—		(8.0)
Repurchase of shares	—	—		(0.4)	(15.0)		—		—		—		(15.0)
Activity under share plans	—	—		0.4	25.0		(26.5)		—		—		(1.5)
Balance as of December 31, 2022	65.2	$	0.7	(13.7)	$	(850.9)	$	1,577.8	$	935.6	$	(176.5)	$	1,486.7
Net earnings	—	—		—	—		—		19.0		—		19.0
Foreign currency translation adjustments	—	—		—	—		—		—		12.1		12.1
Pension and postretirement activity	—	—		—	—		—		—		4.5		4.5
Deferred gain on hedging activity	—	—		—	—		—		—		0.2		0.2
Dividends declared to common shareholders	—	—		—	—		—		(8.2)		—		(8.2)
Repurchase of shares	—	—		(0.4)	(15.0)		—		—		—		(15.0)
Activity under share plans	—	—		—	2.3		5.4		—		—		7.7
Balance as of March 31, 2023	65.2	$	0.7	(14.1)	$	(863.6)	$	1,583.2	$	946.4	$	(159.7)	$	1,507.0
Net earnings	—	—		—	—		—		52.5		—		52.5
Foreign currency translation adjustments	—	—		—	—		—		—		7.5		7.5
Pension and postretirement activity	—	—		—	—		—		—		(0.4)		(0.4)
Deferred gain on hedging activity	—	—		—	—		—		—		1.8		1.8
Dividends declared to common shareholders	—	—		—	—		—		(7.7)		—		(7.7)
Repurchase of shares	—	—		(0.3)	(15.2)		—		—		—		(15.2)
Activity under share plans	—	—		—	2.5		3.1		—		—		5.6
Balance at June 30, 2023	65.2	$	0.7	(14.4)	$	(876.3)	$	1,586.3	$	991.2	$	(150.8)	$	1,551.1


	Common Shares			Treasury Shares
	Number	Par Value		Number	Amount		Additional Paid-In Capital		Retained Earnings		Accumulated Other Comprehensive Loss		Total Shareholders’ Equity
Balance as of September 30, 2021	65.2	$	0.7	(10.9)	$	(776.3)	$	1,631.1	$	865.7	$	(136.9)	$	1,584.3
Net earnings	—	—		—	—		—		11.2		—		11.2
Foreign currency translation adjustments	—	—		—	—		—		—		(6.9)		(6.9)

Deferred gain on hedging activity	—	—		—	—		—		—		0.4		0.4
Dividends declared to common shareholders	—	—		—	—		—		(8.4)		—		(8.4)
Repurchase of shares	—	—		(0.5)	(24.5)		—		—		—		(24.5)
Activity under share plans	—	—		0.3	33.6		(37.4)		—		—		(3.8)
Balance as of December 31, 2021	65.2	$	0.7	(11.1)	$	(767.2)	$	1,593.7	$	868.5	$	(143.4)	$	1,552.3
Net earnings	—	—		—	—		—		23.2		—		23.2
Foreign currency translation adjustments	—	—		—	—		—		—		(9.0)		(9.0)
Pension and postretirement activity	—	—		—	—		—		—		0.1		0.1
Deferred gain on hedging activity	—	—		—	—		—		—		1.0		1.0
Dividends declared to common shareholders	—	—		—	—		—		(8.2)		—		(8.2)
Repurchase of shares	—	—		(1.4)	(50.9)		—		—		—		(50.9)
Activity under share plans	—	—		0.1	3.5		3.5		—		—		7.0
Balance as of March 31, 2022	65.2	$	0.7	(12.4)	$	(814.6)	$	1,597.2	$	883.5	$	(151.3)	$	1,515.5
Net earnings	—	—		—	—		—		30.5		—		30.5
Foreign currency translation adjustments	—	—		—	—		—		—		(34.4)		(34.4)
Pension and postretirement activity	—	—		—	—		—		—		0.7		0.7
Deferred gain on hedging activity	—	—		—	—		—		—		3.1		3.1
Dividends declared to common shareholders	—	—		—	—		—		(8.1)		—		(8.1)
Repurchase of shares	—	—		(1.0)	(34.7)		—		—		—		(34.7)
Activity under share plans	—	—		0.1	2.8		2.7		—		—		5.5
Balance as of June 30, 2022	65.2	$	0.7	(13.3)	$	(846.5)	$	1,599.9	$	905.9	$	(181.9)	$	1,478.1

See accompanying Notes to Condensed Consolidated Financial Statements.

EDGEWELL PERSONAL CARE COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited, in millions, except per share data)

Note 1 - Background and Basis of Presentation

Background

Edgewell Personal Care Company and its subsidiaries (collectively, “Edgewell” or the “Company”) is one of the world’s largest manufacturers and marketers of personal care products in the wet shave, sun and skin care, and feminine care categories. With operations in over 20 countries, our products are widely available in more than 50 countries.

The Company conducts its business in the following three segments:

•Wet Shave consists of products sold under the Schick®, Wilkinson Sword®, Edge, Skintimate®, Billie®, Shave Guard and Personna® brands, as well as non-branded products. The Company’s wet shave products include razor handles and refillable blades, disposable shave products, and shaving gels and creams.

•Sun and Skin Care consists of Banana Boat® and Hawaiian Tropic® sun care products, Jack Black®, Bulldog® and Cremo® men’s grooming products, Billie women’s grooming products and Wet Ones® products.

•Feminine Care includes tampons, pads, and liners sold under the Playtex Gentle Glide® and Sport®, Stayfree®, Carefree®, and o.b.® brands.

Basis of Presentation

The accompanying unaudited Condensed Consolidated Financial Statements include the accounts of the Company and its controlled subsidiaries and have been prepared in accordance with United States (“U.S.”) generally accepted accounting principles (“GAAP”) under the rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”). The preparation of the unaudited Condensed Consolidated Financial Statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amount of assets and liabilities, disclosure of contingent assets and liabilities and the reported amounts of revenues and expenses. Actual results may differ materially from those estimates. All intercompany balances and transactions have been eliminated in consolidation and, in the opinion of management, all normal recurring adjustments considered necessary for a fair statement have been included in the interim results reported. The fiscal year-end balance sheet data was derived from audited consolidated financial statements, but do not include all of the annual disclosures required by GAAP; accordingly, these unaudited Condensed Consolidated Financial Statements should be read in conjunction with the Company’s audited annual consolidated financial statements included in its Annual Report on Form 10-K filed with the SEC on November 16, 2022.

Acquisition of Billie, Inc. On November 29, 2021 (“the Acquisition Date”), the Company completed the acquisition of Billie, Inc. (“Billie”) (the “Acquisition”), a leading U.S. based consumer brand company that offers a broad portfolio of personal care products for women. The results of Billie for the post-acquisition period are included within the Company’s results since the Acquisition Date. For more information on the Acquisition, see Note 2 of Notes to Condensed Consolidated Financial Statements.

Recently Issued Accounting Pronouncements

In September 2022, the Financial Accounting Standards Board issued Accounting Standards Update 2022-04, "Liabilities - Supplier Finance Programs (Subtopic 405-50): Disclosure of Supplier Finance Program Obligations". This guidance requires annual and interim disclosures for entities that use supplier finance programs in connection with the purchase of goods and services. These amendments are effective for fiscal years beginning after December 15, 2022, except for the amendment on rollforward information, which is effective for fiscal years beginning after December 15, 2023. The Company is assessing the impact, if any, of this guidance on its Consolidated Financial Statements.

Note 2 - Business Combinations

Billie Inc.

The Company completed the Acquisition for cash consideration of $309.4, net of cash acquired. As a result of the Acquisition, Billie became a wholly owned subsidiary of the Company. The Company accounted for the Acquisition utilizing the acquisition method of accounting, which requires assets and liabilities to be recognized based on estimates of their acquisition date fair values. The determination of the values of the acquired assets and assumed liabilities, including goodwill, other intangible assets and deferred taxes, requires significant judgement. The Company has calculated fair values of the assets and liabilities acquired from Billie, including goodwill, intangible assets and working capital. The Company completed the final fair value determination of the Acquisition in the fourth quarter of fiscal year 2022.

The Company used variations of the income approach in determining the fair value of intangible assets acquired in the Acquisition. Specifically, the Company utilized the multi-period excess earnings method to determine the fair value of the definite lived customer relationships acquired and the relief from royalty method to determine the fair value of the definite lived trade name acquired. The Company’s determination of the fair value of the intangible assets acquired involved the use of significant estimates and assumptions related to revenue growth rates, discount rates, customer attrition rates, and royalty rates. The Company believes that the fair value assigned to the assets acquired and liabilities assumed are based on reasonable assumptions and estimates that marketplace participants would use.

The following table provides the allocation of the purchase price related to the Acquisition based upon the fair value of assets and liabilities assumed:


Current assets	$	17.0
Goodwill	181.2
Intangible assets	136.0
Other assets, including property, plant and equipment, net	3.2
Current liabilities	(6.9)
Deferred tax liabilities	(21.1)
Cash consideration, net of cash acquired	$	309.4

The acquired goodwill represented the value of expansion into new categories, markets and channels of trade and is not deductible for tax purposes. The intangible assets acquired consisted primarily of the Billie trade name and customer relationships with a weighted average useful life of 19 years. All assets are included in the Company’s Wet Shave segment.

The following summarizes the Company's unaudited pro forma consolidated results of operations for the three and nine months ended June 30, 2022, as though the Acquisition occurred on October 1, 2020. The three and nine months ended June 30, 2023 include results of Billie over the full periods presented.


	Three Months Ended June 30, 2022		Nine Months Ended June 30, 2022
Pro forma net sales	$	623.8	$	1,644.8
Pro forma net earnings	31.6		70.3

The unaudited pro forma consolidated results of operations were adjusted by pre-tax amortization expense of $1.3 for the nine months ended June 30, 2022. Additionally, pro forma earnings for the three and nine months ended June 30, 2022 exclude $0.9 and $8.0 of pre-tax acquisition costs, respectively, as these costs would have been incurred in the prior year. The pro forma earnings were also adjusted to reflect the capital structure as of the Acquisition Date, and all pro forma adjustments have been included with related tax effects. The unaudited pro forma consolidated results of operations is not necessarily indicative of the results obtained had the Acquisition occurred on October 1, 2020, or of those results that may be obtained in the future. Amounts do not reflect any anticipated cost savings or cross-selling opportunities expected to result from the Acquisition.

Note 3 - Restructuring Charges

Operating Model Redesign

In fiscal 2023, the Company is continuing to take actions to strengthen its operating model, simplify the organization and improve manufacturing and supply chain efficiency and productivity. As a result of these actions, the Company expects to incur restructuring and related charges of approximately $18 in fiscal 2023. To date the Company has incurred restructuring and related charges as follows:


	Three Months Ended June 30, 2023		Three Months Ended June 30, 2022		Nine Months Ended June 30, 2023		Nine Months Ended June 30, 2022
Severance and related benefit costs	$	1.3	$	1.0	$	4.1	$	4.0
Asset write-off and accelerated depreciation	0.1		0.3		0.3		0.4
Consulting, project implementation and management, and other exit costs	1.7		2.6		4.7		5.4
Total restructuring and related costs (1)(2)	$	3.1	$	3.9	$	9.1	$	9.8

(1)Restructuring and related costs of nil and $0.2 are included within Cost of products sold for the three and nine months ended June 30, 2023, respectively.

(2)Restructuring and related costs of $0.1 and $0.2 are included within Selling, general and administrative expense (“SG&A”) for the three and nine months ended June 30, 2023, respectively, and $0.4 and $0.6 for the three and nine months ended June 30, 2022, respectively.

The following table summarizes the restructuring activities and related accrual for the nine months ended June 30, 2023:


					Utilized
	October 1, 2022		Charge to Income		Cash		June 30, 2023
Severance and related benefit costs	$	1.7	$	4.1	$	(4.7)	$	1.1
Asset write-off and accelerated depreciation	—		0.3		(0.3)		—
Consulting, project implementation and management, and other exit costs	0.8		4.7		(5.4)		0.1
Total restructuring activities and related accrual	$	2.5	$	9.1	$	(10.4)	$	1.2

Note 4 - Income Taxes

For the three and nine months ended June 30, 2023, the Company had income tax expense of $17.7 and $29.2, respectively, on Earnings before income taxes of $70.2 and $112.6, respectively. The effective tax rate for the three and nine months ended June 30, 2023 was 25.3% and 25.9%, respectively. The difference between the federal statutory rate and the effective rate is primarily due to an unfavorable mix of earnings in higher tax rate jurisdictions.

For the three and nine months ended June 30, 2022, the Company had income tax expense of $5.8 and $14.7, respectively, on Earnings before income taxes of $36.3 and $79.6, respectively. The effective tax rate for the three and nine months ended June 30, 2022 was 16.1% and 18.5%, respectively. The difference between the federal statutory rate and the effective rate is primarily due to a favorable mix of earnings in low tax jurisdictions and the favorable impact of a change in the Company’s prior estimates.

Note 5 - Earnings per Share

Basic earnings per share is based on the weighted-average number of common shares outstanding during the period. Diluted earnings per share is based on the number of shares used for the basic earnings per share calculation, adjusted for the dilutive effect of share options, restricted share equivalent (“RSE”) and performance restricted share equivalent (“PRSE”) awards.

The following is the reconciliation between the number of weighted-average shares used in the basic and diluted earnings per share calculation:


	Three Months Ended June 30,		Nine Months Ended June 30,
	2023	2022	2023	2022
Basic weighted-average shares outstanding	51.1	52.5	51.3	53.5
Effect of dilutive securities:
Options, RSE and PRSE awards	0.7	0.6	0.6	0.6
Total dilutive securities	0.7	0.6	0.6	0.6
Diluted weighted-average shares outstanding	51.8	53.1	51.9	54.1

For the three and nine months ended June 30, 2023, the calculation of diluted weighted-average shares outstanding excludes 0.8 and 1.0, respectively, of share options and nil and nil, respectively, of RSE and PRSE awards because the effect of including these awards was anti-dilutive. For both the three and nine months ended June 30, 2022, the calculation of diluted weighted-average shares outstanding excludes 1.0 of share options. For the three and nine months ended June 30, 2022, the calculation excludes 0.5 and 0.3, respectively, of RSE and PRSE awards because the effect of including these awards was anti-dilutive.

Note 6 - Goodwill and Intangible Assets

The following table sets forth goodwill by segment:


	Wet Shave		Sun and Skin Care		Feminine Care		Total
Gross balance as of October 1, 2022	$	1,133.5	$	354.5	$	205.2	$	1,693.2
Accumulated goodwill impairment	(369.0)		(2.0)		—		(371.0)
Net balance as of October 1, 2022	$	764.5	$	352.5	$	205.2	$	1,322.2

Changes in the nine months ended June 30, 2023
Cumulative translation adjustment	10.1		2.0		1.8		13.9

Gross balance as of June 30, 2023	$	1,143.6	$	356.5	$	207.0	$	1,707.1
Accumulated goodwill impairment	(369.0)		(2.0)		—		(371.0)
Net balance as of June 30, 2023	$	774.6	$	354.5	$	207.0	$	1,336.1

The following table sets forth intangible assets by class:


	June 30, 2023						September 30, 2022
	Carrying Amount		Accumulated Amortization		Net		Carrying Amount		Accumulated Amortization		Net
Indefinite lived
Trade names and brands	$	595.4	$	—	$	595.4	$	587.1	$	—	$	587.1

Amortizable
Trade names and brands	$	339.7	$	84.3	$	255.4	$	339.4	$	72.2	$	267.2
Technology and patents	78.6		76.1		2.5		77.8		75.0		2.8
Customer related and other	271.2		140.8		130.4		267.1		127.5		139.6
Amortizable intangible assets	689.5		301.2		388.3		684.3		274.7		409.5
Total intangible assets	$	1,284.9	$	301.2	$	983.7	$	1,271.4	$	274.7	$	996.6

Amortization expense was $7.8 and $23.2 for the three and nine months ended June 30, 2023, respectively, and $7.8 and $21.8 for the three and nine months ended June 30, 2022, respectively. Estimated amortization expense for amortizable intangible assets for the remainder of fiscal 2023 and for fiscal 2024, 2025, 2026, 2027 and 2028 is $7.7, $30.8, $30.7, $30.5, $30.5 and $30.4, respectively, and $227.7 thereafter.

Goodwill and intangible assets deemed to have an indefinite life are not amortized but are instead reviewed annually for impairment or when indicators of a potential impairment are present. The Company’s annual impairment testing date is July 1. An interim impairment analysis may indicate that carrying amounts of goodwill and other intangible assets require adjustment or that remaining useful lives should be revised. The Company determined there was no triggering event requiring an interim impairment analysis during the nine months ended June 30, 2023.

Note 7 - Supplemental Balance Sheet Information


	June 30, 2023		September 30, 2022
Inventories
Raw materials and supplies	$	88.8	$	80.4
Work in process	95.8		103.2
Finished products	317.9		265.7
Total inventories	$	502.5	$	449.3
Other Current Assets


Prepaid expenses	$	73.4	$	70.2
Value added tax receivables	48.0		52.7
Income taxes receivable	20.7		19.3
Other	15.1		25.1
Total other current assets	$	157.2	$	167.3
Property, Plant and Equipment
Land	$	18.7	$	18.0
Buildings	142.8		140.3
Machinery and equipment	1,103.9		1,050.0
Capitalized software costs	59.4		56.5
Construction in progress	38.9		47.0
Total gross property, plant and equipment	1,363.7		1,311.8
Accumulated depreciation and amortization	(1,023.9)		(966.3)
Total property, plant and equipment, net	$	339.8	$	345.5
Other Current Liabilities
Accrued advertising and sales promotion	$	55.2	$	34.9










Other	265.8		256.8
Total other current liabilities	$	321.0	$	291.7
Other Liabilities
Pensions and other retirement benefits	$	58.8	$	57.9


Other	111.2		115.7
Total other liabilities	$	170.0	$	173.6

Note 8 - Leases

The Company leases certain offices and manufacturing facilities, warehouses, employee vehicles and certain manufacturing related equipment and determines if an arrangement is or contains a lease at inception. Leases may include options to extend or terminate the lease, and those options are recorded on the Condensed Consolidated Balance Sheet when it is reasonably certain that the Company will exercise one of those options. All recorded leases are classified as operating leases, and lease expense is recognized on a straight-line basis over the lease term. Leases with an initial term of 12 months or less are not recorded on the Consolidated Balance Sheet.

A summary of the Company's lease information is as follows:


		June 30, 2023			September 30, 2022
Assets	Classification
Right of use assets	Other assets	$	49.1		$	50.1

Liabilities
Current lease liabilities	Other current liabilities	$	8.6		$	8.8
Long-term lease liabilities	Other liabilities	41.0			41.5
Total lease liabilities		$	49.6		$	50.3

Other information
Weighted-average remaining lease term (years)		11			10
Weighted-average incremental borrowing rate		7.0		%	6.6		%


	Three Months Ended June 30,				Nine Months Ended June 30,
	2023		2022		2023		2022
Statement of Earnings
Lease expense (1)	$	3.0	$	3.7	$	9.1	$	10.5

Other information
Leased assets obtained in exchange for new lease liabilities	$	0.5	$	1.0	$	2.0	$	3.9
Cash paid for amounts included in the measurement of lease liabilities	$	3.0	$	3.7	$	9.0	$	10.7

(1)Lease expense is included in Cost of products sold or SG&A expense based on the nature of the lease. Short-term lease expense is not considered material and is, therefore, excluded from this amount.

The Company's future lease payments, including reasonably assured renewal options under leases, are as follows:


Lease liability repayments	June 30, 2023
Remainder of fiscal 2023	$	2.7
2024	10.3
2025	9.4
2026	8.0
2027	6.2
2028 and thereafter	40.4
Total future minimum lease commitments	77.0
Less: Imputed interest	(27.4)
Present value of lease liabilities	$	49.6

Note 9 - Accounts Receivable Facilities

The Company participates in accounts receivable facility programs both in the United States and Japan. These receivable agreements are between the Company and MUFG Bank, LTD, and the subsidiaries of both parties. Transfers under the accounts receivable repurchase agreements are accounted for as sales of accounts receivables, resulting in the receivables being derecognized from the Condensed Consolidated Balance Sheet. The purchaser assumes the credit risk at the time of sale and has the right at any time to assign, transfer, or participate any of its rights under the purchased receivables to another bank or financial institution. The purchase and sale of receivables under accounts receivable repurchase agreements is intended to be an absolute and irrevocable transfer without recourse by the purchaser to the Company for the creditworthiness of any obligor. The Company has considered its performance obligation to collect and service the receivables sold in the United States and Japan and has determined that such services are not material. The compensation received is considered acceptable servicing compensation and as such, the Company does not recognize a servicing asset or liability.

Accounts receivables sold were $388.7 and $916.3 for the three and nine months ended June 30, 2023, respectively, and $354.0 and $791.2 for the three and nine months ended June 30, 2022, respectively. The trade receivables sold that remained outstanding as of June 30, 2023 and September 30, 2022 were $164.6 and $78.7, respectively. The net proceeds received were included in both Cash from operating activities and Cash used by investing activities on the Condensed Consolidated Statements of Cash Flows. The difference between the carrying amount of the trade receivables sold and the sum of the cash received is recorded as a loss on sale of receivables in Other (income) expense, net in the Condensed Consolidated Statements of Earnings and Comprehensive Income. The loss on sale of trade receivables was $2.1 and $4.5 for the three and nine months ended June 30, 2023, respectively, and $0.6 and $1.1 for the three and nine months ended June 30, 2022, respectively.

Note 10 - Debt

The detail of long-term debt was as follows:


	June 30, 2023		September 30, 2022
Senior notes, fixed interest rate of 5.500%, due 2028	$	750.0	$	750.0
Senior notes, fixed interest rate of 4.125%, due 2029	500.0		500.0
U.S. revolving credit facility (1)	85.0		155.0
Total	1,335.0		1,405.0

Less unamortized debt issuance costs and discount (2)	11.9		13.6
Total long-term debt	$	1,323.1	$	1,391.4

(1)The U.S. revolving credit facility matures in April 2025.

(2)As of June 30, 2023, the balance for the Senior Notes due 2028 and the Senior Notes due 2029 are reflected net of debt issuance costs of $7.2 and $4.7, respectively. As of September 30, 2022, the balance for the Senior Notes due 2028 and the Senior Notes due 2029 are reflected net of debt issuance costs of $8.3 and $5.3, respectively.

Additionally, the Company had variable-rate international borrowings, recorded in Notes payable, of $17.7 and $19.0 as of June 30, 2023 and September 30, 2022, respectively.

Senior Secured Revolving Credit Facility

On February 6, 2023, the Company amended its senior secured revolving credit facility in an aggregate principal amount of $425.0 dated March 28, 2020 between the Company and Bank of America, N.A., as administrative agent, and lenders parties thereto (the “Revolving Credit Facility”), to reflect the required transaction from the London Interbank Offered Rate (“LIBOR”) to the Secured Overnight Financing Rate (“SOFR”) as the dominant benchmark rate by June 30, 2023. This did not have a material change on interest expense for the period ended June 30, 2023.

Note 11 - Retirement Plans

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

The Company’s net periodic pension and postretirement costs (income) for its material plans were as follows:


	Three Months Ended June 30,				Nine Months Ended June 30,
	2023		2022		2023		2022
Service cost	$	0.5	$	0.9	$	1.4	$	2.9
Interest cost	5.3		2.6		15.9		7.8
Expected return on plan assets	(5.4)		(5.3)		(16.3)		(15.9)
Recognized net actuarial loss	0.4		1.5		1.2		4.6
Defined benefit settlement loss	—		—		7.2		—
Net periodic cost (income)	$	0.8	$	(0.3)	$	9.4	$	(0.6)

The service cost component of the net periodic cost (income) associated with the Company’s retirement plans is recorded to Cost of products sold and SG&A on the Condensed Consolidated Statement of Earnings and Comprehensive Income. The remaining net periodic cost (income) is recorded to Other (income) expense, net on the Condensed Consolidated Statement of Earnings and Comprehensive Income.

The Company initiated the wind-up of its Canadian defined benefit pension plan (“Canada Plan”) in June 2021. On September 1, 2021, Edgewell Personal Care Canada ULC (“EPC Canada”) as administrator of the Canada Plan entered into a buy-in annuity purchase agreement (“Buy-in Agreement”) with Brookfield Annuity Company (“Brookfield Annuity”) for certain members of the Canada Plan. On January 25, 2023, the Company received approval by the Financial Services Regulatory Authority of Ontario to wind-up the Canada Plan. Upon regulatory approval of the Canada Plan, EPC Canada proceeded with purchasing annuities for the remaining Canada Plan participants and converting the Buy-in Agreement to a buy-out annuity purchase agreement (“Buy-out Agreement”), which was purchased and funded by the Canada Plan on March 31, 2023. The Company was relieved of its defined benefit pension obligation through its irrevocable commitment under the Buy-out Agreement. As of the settlement date, the Company remeasured its assets and its projected benefit obligation associated with the Canada Plan. Upon settlement, the Company derecognized the assets, projected benefit obligation and losses remaining in accumulated other comprehensive loss (“AOCI”) associated with the Canada Plan, which resulted in a loss on settlement of $7.2. The loss was recorded in Other (income) expense, net on the Condensed Consolidated Statement of Earnings and Comprehensive Income for the nine months ended June 30, 2023.

Note 12 - Shareholders’ Equity

Share Repurchases

In January 2018, the Company’s Board of Directors (the “Board”) authorized the repurchase of up to 10.0 shares of the Company’s common stock, replacing the previous share repurchase authorization from May 2015. The Company repurchased 1.1 shares of its common stock for $45.2 during the nine months ended June 30, 2023. There are 5.4 shares of common stock available for repurchase in the future under the Board’s authorization as of June 30, 2023. Any future share repurchases may be made in the open market, privately negotiated transactions, or otherwise permitted, and in such amounts and at such times as the Company deems appropriate based upon prevailing market conditions, business needs, and other factors.

Dividends

On November 3, 2022, the Board declared a quarterly cash dividend of $0.15 per common share for the fourth fiscal quarter of 2022. The dividend was paid on January 4, 2023 to shareholders of record as of the close of business on November 29, 2022.

On February 3, 2023, the Board declared a quarterly cash dividend of $0.15 per common share for the first fiscal quarter of 2023. The dividend was paid on April 5, 2023 to stockholders of record as of the close of business on March 8, 2023.

On May 8, 2023, the Board declared a quarterly cash dividend of $0.15 per common share for the second fiscal quarter of 2023. The dividend was paid on July 6, 2023 to stockholders of record as of the close of business on June 7, 2023.

On August 1, 2023, the Board declared a quarterly cash dividend of $0.15 per common share for the third fiscal quarter of 2023. The dividend will be payable on October 4, 2023 to shareholders of record as the close of business on September 7, 2023.

Dividends declared during the nine months ended June 30, 2023 totaled $23.9. Payments made for dividends during the nine months ended June 30, 2023 totaled $23.8.

Note 13 - Accumulated Other Comprehensive Loss

The following table presents the changes in AOCI, net of tax, by component:


	Foreign Currency Translation Adjustments		Pension and Post-retirement Activity		Hedging Activity		Total
Balance as of October 1, 2022	$	(131.2)	$	(92.6)	$	7.7	$	(216.1)
Other comprehensive income (loss), net of tax	67.6		(2.3)		(1.5)		63.8
Reclassifications to earnings	—		6.2		(4.7)		1.5
Balance as of June 30, 2023	$	(63.6)	$	(88.7)	$	1.5	$	(150.8)


	Foreign Currency Translation Adjustments		Pension and Post-retirement Activity		Hedging Activity		Total
Balance as of October 1, 2021	$	(41.8)	$	(97.3)	$	2.2	$	(136.9)
Other comprehensive (loss) income, net of tax	(50.3)		(2.6)		8.7		(44.2)
Reclassifications to earnings	—		3.4		(4.2)		(0.8)
Balance as of June 30, 2022	$	(92.1)	$	(96.5)	$	6.7	$	(181.9)

The following table presents the reclassifications out of AOCI:


	Three Months Ended June 30,				Nine Months Ended June 30,				Affected Line Item in the Condensed Consolidated Statements of Earnings
Details of AOCI Components	2023		2022		2023		2022
Gain / (Loss) on cash flow hedges
Foreign exchange contracts	$	1.0	$	3.4	$	6.8	$	6.3	Other (income) expense, net
Income tax expense (benefit)	0.3		1.1		2.1		2.1		Income tax provision
	0.7		2.3		4.7		4.2
Amortization of defined benefit pension and postretirement items
Actuarial losses (1)	$	(0.4)	$	(1.5)	$	(1.2)	$	(4.6)
Defined benefit settlement loss	—		—		(7.2)		—		Other (income) expense, net
Income tax expense (benefit)	(0.1)		(0.4)		(2.2)		(1.2)		Income tax provision
	(0.3)		(1.1)		(6.2)		(3.4)

Total reclassifications for the period	$	0.4	$	1.2	$	(1.5)	$	0.8

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

Note 14 - Financial Instruments and Risk Management

In the ordinary course of business, the Company may enter into contractual arrangements (also referred to as derivatives) to reduce its exposure to foreign currency. The Company has master netting agreements with all of its counterparties that allow for the settlement of contracts in an asset position with contracts in a liability position in the event of default. The Company manages counterparty risk through the utilization of investment grade commercial banks, diversification of counterparties, and its counterparty netting arrangements. The section below outlines the types of derivatives in place as of June 30, 2023 and September 30, 2022, as well as the Company’s objectives and strategies for holding derivative instruments.

Foreign Currency Risk

A significant share of the Company’s sales is tied to currencies other than the U.S. dollar, the Company’s reporting currency. As such, a weakening of currencies relative to the U.S. dollar can have an unfavorable impact on reported earnings. Conversely, strengthening of currencies relative to the U.S. dollar can improve reported results. The primary currencies to which the Company is exposed include the euro, the Japanese yen, the British pound, the Canadian dollar, and the Australian dollar.

Additionally, the Company’s foreign subsidiaries enter into internal and external transactions that create non-functional currency balance sheet positions at the foreign subsidiary level. These exposures are generally the result of intercompany purchases, intercompany loans and, to a lesser extent, external purchases, and are revalued in the foreign subsidiary’s local currency at the end of each month. Changes in the value of the non-functional currency balance sheet positions in relation to the foreign subsidiary’s local currency results in an exchange gain or loss recorded in Other (income) expense, net. The primary currency to which the Company’s foreign subsidiaries are exposed is the U.S. dollar.

Cash Flow Hedges

As of June 30, 2023, the Company maintained a cash flow hedging program related to foreign currency risk. These derivative instruments have a high correlation to the underlying exposure being hedged and have been deemed highly effective by the Company for accounting purposes in offsetting the associated risk.

The Company has forward currency contracts to hedge cash flow uncertainty associated with currency fluctuations. These transactions are accounted for as cash flow hedges. The Company had unrealized pre-tax gains of $2.4 and $11.3 as of June 30, 2023 and September 30, 2022, respectively, on these forward currency contracts, which are accounted for as cash flow hedges and included in AOCI. Assuming foreign exchange rates versus the U.S. dollar remain at June 30, 2023 levels over the next 12 months, the majority of the pre-tax gain included in AOCI as of June 30, 2023 is expected to be included in Other (income) expense, net. Contract maturities for these hedges extend into fiscal 2025. As of June 30, 2023, there were 64 open foreign currency contracts with a total notional value of $107.6.

Derivatives not Designated as Hedges

The Company has foreign currency derivative contracts, which are not designated as cash flow hedges for accounting purposes, to hedge balance sheet exposures. Any gains or losses on these contracts are expected to be offset by exchange gains or losses on the underlying exposures and, thus, are not expected to be subject to significant market risk. The change in the estimated fair value of the foreign currency contracts for the three and nine months ended June 30, 2023, resulted in a gains of $3.7 and $1.7, respectively, compared to a gain of $0.3 and $2.0 for the three and nine months ended June 30, 2022, respectively, and was recorded in Other (income) expense, net in the Condensed Consolidated Statements of Earnings and Comprehensive Income. As of June 30, 2023, there were five open foreign currency derivative contracts not designated as cash flow hedges with a total notional value of $34.6.

The following table provides estimated fair values of derivative instruments:


	Fair Value of Assets (Liabilities) as of (1)
	June 30, 2023		September 30, 2022
Derivatives designated as cash flow hedging relationships:
Foreign currency contracts	$	2.4	$	11.3
Derivatives not designated as cash flow hedging relationships:
Foreign currency contracts	$	1.5	$	2.0

(1)Derivative assets are presented in Other current assets or Other assets. Derivative liabilities are presented in Other current liabilities or Other liabilities.

The following table provides the pre-tax amounts of gains and losses on derivative instruments:


	Three Months Ended June 30,				Nine Months Ended June 30,
	2023		2022		2023		2022
Derivatives designated as cash flow hedging relationships:
Foreign currency contracts
Gain (loss) recognized in OCI (1)	$	3.7	$	7.8	$	(2.1)	$	12.7
Gain reclassified from AOCI into income (1) (2)	1.0		3.4		6.8		6.3
Derivatives not designated as cash flow hedging relationships:
Foreign currency contracts
Gain (loss) recognized in income (2)	$	3.7	$	0.3	$	1.7	$	2.0

(1)Each of these derivative instruments had a high correlation to the underlying exposure being hedged for the periods indicated and have been deemed highly effective by the Company in offsetting associated risk.

(2)Gain was recorded in Other (income) expense, net.

The following table provides financial assets and liabilities for balance sheet offsetting:


	As of June 30, 2023				As of September 30, 2022
	Assets (1)		Liabilities (2)		Assets (1)		Liabilities (2)
Foreign currency contracts
Gross amounts of recognized assets (liabilities)	$	5.5	$	(1.8)	$	13.4	$	(0.5)
Gross amounts offset in the balance sheet	—		0.2		—		0.4
Net amounts of assets (liabilities) presented in the balance sheet	$	5.5	$	(1.6)	$	13.4	$	(0.1)

(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.

Fair Value Hierarchy

Accounting guidance on fair value measurements for certain financial assets and liabilities requires that assets and liabilities carried at fair value be classified in one of the following three categories:

Level 1: Quoted market prices in active markets for identical assets or liabilities.

Level 2: Observable market-based inputs or unobservable inputs that are corroborated by market data.

Level 3: Unobservable inputs reflecting the reporting entity’s own assumptions or external inputs from inactive markets.

The following table sets forth the Company’s financial assets and liabilities, which are carried at fair value and measured on a recurring basis during the period, all of which are classified as Level 2 within the fair value hierarchy:


	June 30, 2023		September 30, 2022
Assets (Liabilities) at estimated fair value:
Deferred compensation liability	$	(19.3)	$	(21.8)
Derivatives - foreign currency contracts (liability) asset	3.9		13.3
Net liabilities at estimated fair value	$	(15.4)	$	(8.5)

The estimated fair value of the deferred compensation liability is determined based upon the quoted market prices of the investment options that are offered under the plan. As of June 30, 2023 and September 30, 2022, the estimated fair value of foreign currency contracts is the amount that the Company would receive or pay to terminate the contracts, considering first the quoted market prices of comparable agreements or, in the absence of quoted market prices, factors such as interest rates, currency exchange rates, and remaining maturities.

As of June 30, 2023 and September 30, 2022, the Company had no Level 1 financial assets or liabilities, other than pension plan assets, and no Level 3 financial assets or liabilities as of June 30, 2023 and September 30, 2022, respectively.

As of June 30, 2023 and September 30, 2022, the fair market value of fixed rate long-term debt was $1,010.1 and $945.9, respectively, compared to its carrying value of $1,250.0 in each period. The estimated fair value of the long-term debt was estimated using yields obtained from independent pricing sources for similar types of borrowing arrangements. The estimated fair value of long-term debt, excluding the the Revolving Credit Facility, has been determined based on Level 2 inputs.

Due to the nature of cash and cash equivalents and short-term borrowings, including notes payable, carrying amounts on the balance sheets approximate fair value. Additionally, the carrying amounts of the Revolving Credit Facility, which are classified as long-term debt on the balance sheet, approximate fair value due to the revolving nature of the balances.

Note 15 - Segment Data

For an overview of the Company’s segments, refer to Note 1 of the Notes to Condensed Consolidated Financial Statements. Segment performance is evaluated based on segment profit, excluding certain U.S. GAAP items that management does not believe are indicative of ongoing operating performance. These items include general corporate expenses, share-based compensation costs, amortization of intangible assets and certain other items, including restructuring and related costs, acquisition and integration costs, Sun Care reformulation costs, value-added tax settlement costs, loss on defined benefit settlement, income from resolution of legal matters, and at times management excludes other costs or income. Financial items, such as interest income and expense, are managed on a global basis at the corporate level and therefore are excluded from segment profit. The exclusion of such charges from segment results reflects management’s view on how management monitors and evaluates segment operating performance, generates future operating plans and makes strategic decisions regarding the allocation of capital.

The Company’s operating model includes some shared business functions across the segments, including product warehousing and distribution, transaction processing functions and, in most cases, combined sales force and management teams. The Company applies a fully allocated cost basis in which shared business functions are allocated between the segments.

Segment net sales and profitability are presented below:


	Three Months Ended June 30,				Nine Months Ended June 30,
	2023		2022		2023		2022
Net Sales
Wet Shave	$	324.1	$	326.3	$	908.0	$	917.4
Sun and Skin Care	244.9		216.2		567.5		504.3
Feminine Care	81.0		81.3		242.0		213.1
Total net sales	$	650.0	$	623.8	$	1,717.5	$	1,634.8

Segment Profit
Wet Shave	$	32.1	$	37.5	$	102.6	$	116.6
Sun and Skin Care	61.1		46.6		114.1		92.6
Feminine Care	13.9		8.8		37.7		19.1
Total segment profit	107.1		92.9		254.4		228.3
General corporate and other expenses	(15.8)		(14.8)		(48.7)		(42.8)
Amortization of intangibles	(7.8)		(7.8)		(23.2)		(21.8)
Interest and other expense, net	(15.4)		(13.6)		(53.3)		(43.8)
Restructuring and related costs (1)	(3.1)		(3.9)		(8.9)		(9.8)
Acquisition and integration costs (2)	(1.0)		(0.9)		(5.1)		(8.0)
Sun Care reformulation costs (3)	(0.6)		(0.6)		(1.7)		(4.1)
Defined benefit settlement loss (4)	—		—		(7.2)		—
VAT settlement costs (5)	—		—		—		(3.4)
Legal matters, net income (expense) (6)	6.8		7.5		6.3		7.5
SKU rationalization charges (7)	—		(22.5)		—		(22.5)

Total earnings before income taxes	$	70.2	$	36.3	$	112.6	$	79.6

(1)Restructuring and related costs of nil and $0.2 are included within Cost of products sold for the three and nine months ended June 30, 2023, respectively. Includes pre-tax SG&A of $0.1 and $0.2 for the three and nine months ended June 30, 2023, respectively and $0.4 and $0.6 for the three and nine months ended June 30, 2022.

(2)Includes pre-tax SG&A of $0.9 and $7.2 for the three and nine months ended June 30, 2022, respectively, for the Acquisition. Additionally, includes Cost of products sold of $0.8 related to the valuation of acquired inventory for the Acquisition for the nine months ended June 30, 2022. See Note 2 of the Notes to Condensed Consolidated Financial Statements.

(3)Includes pre-tax R&D of $0.6 and $1.7 for the three and nine months ended June 30, 2023, respectively, and pre-tax R&D of $0.6 for both the three and nine months ended June 30, 2022. Additional, includes pre-tax Cost of products sold of $3.5 for the nine months ended June 30, 2022 related to the reformulation, recall and destruction of certain Sun Care products.

(4)Includes pre-tax loss of $7.2 for the nine months ended June 30, 2023 related the settlement of the Canada Plan. See Note 11 of the Notes to Condensed Consolidated Financial Statements.

(5)Includes pre-tax SG&A of $3.4 for the nine months ended June 30, 2022 related to the estimated settlement of a prior years’ value-added tax audit of the Company’s German subsidiary.

(6)Includes pre-tax SG&A of $7.1 for both the three and nine months ended June 30, 2023 and $7.5 for both the three and nine months ended June 30, 2022 for the favorable resolution of legal matters. See Note 16 of the Notes to Condensed Consolidated Financial Statements. Also includes other costs of $0.3 and $0.8 for the three and nine months ended June 30, 2023.

(7)Includes pre-tax COGS of $22.5 for the three and nine months ended June 30, 2022 for the write-off of certain Wet Ones SKUs and related contract termination charges. Wet one products are included within the Sun and Skin Care segment.

The following table presents the Company’s net sales by geographic area:


	Three Months Ended June 30,				Nine Months Ended June 30,
	2023		2022		2023		2022
Net Sales to Customers
United States	$	391.6	$	392.8	$	1,031.3	$	997.2