Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
(in millions, except per share data)
The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our Consolidated Financial Statements and the accompanying notes included in this Annual Report on Form 10-K. The following discussion may contain forward-looking statements that reflect our plans, estimates and beliefs and involve risks, uncertainties and assumptions. Our actual results could differ materially from those discussed in these forward-looking statements. Factors that could cause or contribute to these differences include those discussed in Item 1A. Risk Factors and “Forward-Looking Statements” included within this Annual Report on Form 10-K.
Non-GAAP Financial Measures
While we report financial results in accordance with GAAP, this discussion also includes non-GAAP measures. These non-GAAP measures are referred to as “adjusted” or “organic” and exclude items which are considered by the Company as unusual or non-recurring, and which may have a disproportionate positive or negative impact on the Company’s financial results in any particular period. Reconciliations of non-GAAP measures are included within this Management’s Discussion and Analysis of Financial Condition and Results of Operations.
This non-GAAP information is provided as a supplement to, not as a substitute for, or as superior to, measures of financial performance prepared in accordance with GAAP. We use this non-GAAP information internally to make operating decisions and believe it is helpful to investors because it allows more meaningful period-to-period comparisons of ongoing operating results. Given certain significant events, we view the use of non-GAAP measures that take into account the impact of these unique events as particularly valuable in understanding our underlying operational results and providing insights into future performance. The information can also be used to perform trend analysis and to better identify operating trends that may otherwise be masked or distorted by the types of items that are excluded. This non-GAAP information is also a component in determining management’s incentive compensation. Finally, we believe this information provides more transparency.
The following provides additional detail on our non-GAAP measures for the periods presented:
• We analyze net sales and segment profit on an organic basis to better measure the comparability of results between periods. Organic net sales and organic segment profit exclude the impact of changes in foreign currency translation.
• Segment profit will be impacted by fluctuations in translation and transactional foreign currency. The impact of currency was applied to segments using management’s best estimate.
• Additionally, we utilize “adjusted” non-GAAP measures, including adjusted gross margin, adjusted selling general and administrative (“SG&A”), adjusted operating income, adjusted effective tax rate, adjusted net earnings, and adjusted diluted net earnings per share internally to make operating decisions.
All comparisons are with the same period in the prior year, unless otherwise noted .
Executive Summary
The following is a summary of key results for fiscal 2025, 2024 and 2023. Net earnings and diluted earnings per share (“EPS”) for the time periods presented were impacted by certain costs or income, as described in the table below. The impact of these items on reported net earnings and EPS are provided as a reconciliation of net earnings and EPS to adjusted net earnings and adjusted diluted EPS, both of which are non-GAAP measures.
Fiscal 2025
• Net sales for fiscal 2025 decreased $30.2, or 1.3%, to $2,223.5, including a $0.2 unfavorable impact due to currency movements. Organic net sales decreased $30.0, or 1.3%. International markets delivered organic growth of 3.5%, driven by higher volumes and increased pricing. North America declined 4.4%, primarily attributable to lower volumes in Wet Shave, Feminine Care, and Sun Care, partially offset by growth in Skin Care and Grooming. In aggregate, organic net sales decreased as a result of volume declines in Wet Shave, Feminine Care and Sun Care.
• Net earnings for fiscal 2025 decreased $73.2, or 74.2%, to $25.4. On an adjusted basis, net earnings for fiscal 2025 decreased $32.6, or 21.3%, to $120.4 . Adjusted net earnings decreased primarily due to lower gross margin and higher brand investment, which was partially offset by lower SG&A.
• Diluted net earnings per share during fiscal 2025 was $0.53 compared to earnings of $1.97 in the prior fiscal year. On an adjusted basis, as illustrated in the table below, net earnings per diluted share during fiscal 2025 were $2.52 compared to $3.05 in the prior year.
Year Ended September 30, 2025
Gross Profit
Operating Income
EBIT (1)
Income taxes
Net Earnings
Diluted EPS
GAAP — Reported
Restructuring and related costs
Acquisition and integration costs
Sun Care reformulation costs
Gain on Investment
Commercial realignment
Vendor bankruptcy
Impairment charges
Other project and related costs
Germany re-rate
Total Adjusted Non-GAAP
GAAP as a percent of net sales
GAAP effective tax rate
Adjusted as a percent of net sales
Adjusted effective tax rate
Year Ended September 30, 2024
Gross Profit
Operating Income
EBIT (1)
Income taxes
Net Earnings
Diluted EPS
GAAP — Reported
Restructuring and related costs
Acquisition and integration costs
Sun Care reformulation costs
Wet Ones manufacturing plant fire
Legal matters
Loss on Investment
Other project and related costs
Total Adjusted Non-GAAP
GAAP as a percent of net sales
GAAP effective tax rate
Adjusted as a percent of net sales
Adjusted effective tax rate
Year Ended September 30, 2023
Gross Profit
Operating Income
EBIT (1)
Income taxes
Net Earnings
Diluted EPS
GAAP - Reported
Restructuring and related costs
Acquisition and integration costs
SKU rationalization
Sun Care reformulation costs (2)
Legal matters
Pension settlement expense
Other project and related costs
Total Adjusted Non-GAAP
GAAP as a percent of net sales
GAAP effective tax rate
Adjusted as a percent of net sales
Adjusted effective tax rate
(1) EBIT is defined as Earnings before Income taxes.
(2) Also includes pre-tax research and development (“R&D) costs of $3.3 related to the reformulation, recall, and destruction of certain Sun Care products
For further discussion of these items refer to Note 20 of Notes to Consolidated Financial Statements.
Operating Results
The following table presents changes in net sales for fiscal 2025 and 2024 and provides a reconciliation of organic net sales to reported amounts. Our results of operations for the year ended September 30, 2023, including a discussion of the year ended September 30, 2024, compared to the year ended September 30, 2023, can be found under "Management's Discussion and Analysis of Financial Condition and Results of Operations" in our Annual Report on Form 10-K for the year ended September 30, 2024.
Net Sales
Net Sales - Total Company
For the Years Ended September 30,
%Chg
%Chg
Net sales - prior year
Organic
Impact of currency
Net sales - current year
For fiscal 2025, net sales were $2,223.5, a decrease of $30.2, or 1.3%, to $2,223.5, including a $0.2 unfavorable impact due to currency movements. Organic net sales decreased $30.0, or 1.3%. International markets delivered organic growth of 3.5%, driven by higher volumes and increased pricing. North America declined 4.4%, primarily attributable to lower volumes in Wet Shave, Feminine Care, and Sun Care, partially offset by growth in Skin Care and Grooming. In aggregate, organic net sales decreased as a result of volume declines in Wet Shave, Feminine Care and Sun Care.
For further discussion regarding net sales, including a summary of reported versus organic changes, see “Segment Results.”
Gross Profit
Gross profit was $924.9 in fiscal 2025, as compared to $955.7 in fiscal 2024, a decrease of $30.8, or 3.2%. Gross margin for fiscal 2025 was 41.6% of net sales, a decrease of 80-basis points, compared to 42.4%, in the prior year period. Adjusted gross margin decreased 110-basis points to 42.0%, or 20-basis points excluding currency movements, as productivity savings of approximately 270-basis points was more than offset by 150-basis points of unfavorable core inflation, inclusive of tariffs, 75-basis points of unfavorable mix and other, 45-basis points from increased promotional levels (net of pricing), and 20-basis points of unfavorable absorption.
Selling, General and Administrative Expense
SG&A was $425.0, or 19.1%, of net sales in fiscal 2025 compared to $430.1, or 19.1%, of net sales in the prior year period. Adjusted SG&A increased 10-basis points to 18.6% of net sales as compared to 18.5% in the prior year, as lower incentive compensation expense and legal costs were offset by higher people and corporate project expenses.
Advertising and Sales Promotion Expense
Advertising and Sales Promotion Expense (“A&P”) was $246.7, an increase of $14.7, or 6.3%, compared to the prior year period. A&P was 11.1% of net sales for fiscal 2025, compared with 10.3% in the prior year period. The increase in A&P was primarily due to incremental investment in Sun Care, Woman’s Shave, and Men’s Grooming, partially offset by Woman’s grooming.
Research and Development Expense
Research and development expense (“R&D”) in fiscal 2025 was $57.6, a decrease of $0.8, or 1.4%, compared to $58.4 in the prior year. R&D remained flat at 2.6% of net sales.
Restructuring Charges
In fiscal 2025, we recorded pre-tax restructuring and related costs of $53.1, consisting largely of severance, project implementation and other exit costs in support of cost efficiency programs. In fiscal 2024, it was announced that we were undertaking certain operational and organizational steps designed to streamline our operations and supply chain by consolidating our current Mexico operations in Obregon and Mexico City into a single facility in Aguascalientes, Mexico. As a result of these actions, we expect to incur pre-tax charges of approximately $49.0 in fiscal 2026. We incurred $36.0 of restructuring charges during fiscal 2024.
Interest Expense Associated with Debt
Interest expense associated with debt for fiscal 2025 was $73.2, a decrease of $3.3, or 4.3%, compared to $76.5 in the prior year period. The decrease in interest expense was the result of higher capitalized interest for projects with capital expenditures and lower interest rates, partially offset by higher borrowing levels on our U.S. revolving credit facility.
Other expense (income), net
Other expense (income), net was income of $0.2 in fiscal 2025 compared to expense of $1.9 in the prior year period. This change was primarily related to a pension benefit of $1.2 million in 2025, compared to pension loss of $3.3 in 2024, and a gain on investment of $0.9 in 2025, compared to a loss on investment of $3.1 in the prior year. The impact was partially offset by currency hedge and remeasurement losses of $0.6 in fiscal 2025 compared to a gain of $8.3 in fiscal 2024. Adjusted other (income) expense, net was expense of $3.0 compared to income of $1.2 in the prior year period. The current year period included $2.3 of other project gains.
Income Tax (Benefit) Provision
Income taxes, which include federal, state and foreign taxes, was a benefit of (7.3)% compared to expense of 18.5% of Earnings before income taxes in fiscal 2025 and 2024, respectively. The fiscal 2025 effective tax rate reflects a tax benefit on net income primarily due to favorable unusual items including restructuring as well as the impact of a change in the Company’s prior estimates. On an adjusted basis, the effective tax rate for fiscal 2025 was 15.8% compared to 20.3% in the prior year.
Our effective tax rate is highly sensitive to the mix of countries from which earnings or losses are derived. Declines in earnings in lower tax rate jurisdictions, earnings increases in higher tax rate jurisdictions, or repatriation of foreign earnings or operating losses in the future could increase future tax rates. Additionally, adjustments to prior year tax provision estimates could increase or decrease future tax provisions.
Segment Results
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 due to their unusual or non-recurring nature and which may have a disproportionate positive or negative impact on the Company’s financial results in any particular period. 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.
Our operating model includes some shared business functions across segments, including product warehousing and distribution, transaction processing functions and, in most cases, a combined sales force and management teams. We apply a fully allocated cost basis in which shared business functions are allocated between segments.
The following tables present changes in segment net sales and segment profit for fiscal 2025 and 2024, and also provides a reconciliation of organic segment net sales and organic segment profit to reported amounts. For a reconciliation of Segment profit to Earnings before income taxes, see Note 20 of Notes to Consolidated Financial Statements.
Wet Shave
Net Sales - Wet Shave
For the Years Ended September 30,
%Chg
%Chg
Net sales - prior year
Organic
Impact of currency
Net sales - current year
Wet Shave net sales for fiscal 2025 were $1,218.9, a decrease of $10.4, or 0.8%, as compared to the prior year period, including $4.2, or 0.4%, favorable impact from currency. Organic net sales decreased $14.6, or 1.2%, driven by a 7.2% decrease in North America organic sales, primarily due to lower volumes and higher promotional spending. North America volume sales were impacted by continued declines in Shave Preps and Disposables, along with heightened competitive dynamics in Women’s shave. The decline was partially offset by growth of 3.7% in International sales, driven by both higher volumes and price.
Segment Profit - Wet Shave
For the Years Ended September 30,
%Chg
%Chg
Segment Profit - prior year
Organic
Impact of currency
Segment Profit - current year
Wet Shave segment profit for fiscal 2025 was $190.3, a decrease of $13.6, or 6.7%, and inclusive of a $16.7, or 8.2%, unfavorable impact from currency. Organic segment profit increased $3.1, or 1.5%, as higher gross margin was partly offset by higher marketing expenses.
Sun and Skin Care
Net Sales - Sun and Skin Care
For the Years Ended September 30,
%Chg
%Chg
Net sales - prior year
Organic
Impact of currency
Net sales - current year
Sun and Skin Care net sales for fiscal 2025 were $743.1, an increase of $2.3, or 0.3%. Organic net sales increased 6.3, or 0.9%, driven by 9.2% growth in global Grooming and 12.6% growth in Skin Care, partially offset by a 4.1% decline in Sun Care. North America Grooming growth was driven by the strength of Cremo which has been fueled by expanded distribution and new product development. North America Skin Care benefited from higher sales in Wet Ones due to lower volumes in the prior year primarily due to the fire at our Sidney, Ohio manufacturing plant. Sun Care in the U.S. was impacted by unfavorable weather and increased competition in North America . International growth was primarily driven by volume growth in Skin Care and Grooming.
Segment Profit - Sun and Skin Care
For the Years Ended September 30,
%Chg
%Chg
Segment Profit - prior year
Organic
Impact of currency
Segment Profit - current year
Sun and Skin Care segment profit for fiscal 2025 was $98.4, a decrease of $32.9, or 25.1%. Organic segment profit decreased $28.1, or 21.4%, driven by lower gross margin and higher SG&A and marketing expenses.
Feminine Care
Net Sales - Feminine Care
For the Years Ended September 30,
%Chg
%Chg
Net sales - prior year
Organic
Impact of currency
Net sales - current year
Feminine Care net sales for fiscal 2025 were $261.5, a decrease of $22.1, or 7.8%, primarily related to volume decline in Pads and Tampons.
Segment Profit - Feminine Care
For the Years Ended September 30,
%Chg
%Chg
Segment Profit - prior year
Organic
Impact of currency
Segment Profit - current year
Feminine Care segment profit for fiscal 2025 was $15.6, a decrease of $13.2, or 45.8%, mostly due to lower organic net sales and the resulting unfavorable impact on gross profit.
General Corporate and Other Expenses
Fiscal Year
General corporate expenses
Restructuring and related costs
Acquisition and integration costs
Sun Care reformulation costs
Wet Ones manufacturing plant fire
Legal matters
(Gain) loss on investment
Commercial realignment
Vendor bankruptcy
Impairment charges
Other project and related costs
General corporate and other expenses
% of net sales
During fiscal 2025 and 2024, total general corporate and other expenses were $173.4, or 7.8%, of net sales, compared to $136.7, or 6.1% in the prior year quarter.
During fiscal 2025, general corporate expenses decreased primarily related to lower incentive compensation which was partially offset by higher people costs, compared to the prior year period.
During fiscal 2025, we incurred restructuring and related costs of $53.1, compared to $36.0 in the prior year period. The increase primarily relates to higher costs related to the consolidation of our Mexico Facilities. For further details, refer to Note 3 of Notes to Consolidated Financial Statements.
During fiscal 2025, we recorded a non-cash goodwill impairment charge of $51.1 million to adjust the carrying value of goodwill for the Feminine Care reporting unit. The impairment was the result of our decision to divest the Feminine Care business.
During fiscal 2025, we recorded a gain of $0.9 for an equity method investment. During fiscal 2024, we recorded a loss of $3.1 on an equity method investment and a related note receivable as a result of a new contractual agreement.
During fiscal 2025, we incurred $2.9 related to a shift in go to market strategy and SKU rationalization.
During fiscal 2025, we incurred costs of $2.1, related to government mandated incremental costs related to the bankruptcy of one of our foreign vendors.
During fiscal 2025, we incurred costs of $7.0 related to certain corporate projects.
Liquidity and Capital Resources
At September 30, 2025, we had cash of $225.7, a significant portion of which was located outside the U.S. Given our extensive international operations, a significant portion of our cash is denominated in foreign currencies. Refer to Note 18 of Notes to Consolidated Financial Statements for a discussion of the primary currencies to which the Company is exposed. We manage our worldwide cash requirements by reviewing available funds among the many subsidiaries through which we conduct business and the cost effectiveness with which those funds can be accessed. We generally repatriate a portion of current year earnings from select non-U.S. subsidiaries only if the economic cost of the repatriation is not considered material.
Our cash is deposited with multiple counterparties which consist of major financial institutions. We consistently monitor positions with, and credit ratings of, counterparties both internally and by using outside ratings agencies.
Our total borrowings as of September 30, 2025 and 2024 were as follows:
Interest Type
Currency
September 30,
September 30,
Long-term notes
fixed
USD
Revolver loans borrowed under credit facility
variable
USD
Short-term notes payable
variable
various
Total borrowings
Our Revolver utilization is summarized below.
September 30,
September 30,
Total Revolver Capacity
Less: Revolver Borrowings
Less: Outstanding Letters of Credit
Revolver Balance Available
On April 2, 2024, (the “Restatement Date”), the Company and certain subsidiaries of the Company entered into a Restatement Agreement (the "Restatement Agreement") with Bank of America, N.A. as administrative agent and collateral agent ("BofA"), and the several lenders from time to time party thereto (together with BofA, the "Lenders"), which amended and restated the Company’s Credit Agreement, dated as of March 28, 2020 (as previously amended by that certain Amendment No. 1 to Credit Agreement, dated as of February 6, 2023, and as otherwise amended, amended and restated, supplemented or otherwise modified prior to the Restatement Date (the “Credit Facility”). All of the $425.0 of revolving facility commitments under the Credit Facility (the “Existing Revolving Facility Commitments”) were replaced with an equal amount of new revolving facility commitments (the “Replacement Revolving Facility Commitments”, collectively, with the Existing Revolving Facility Commitments, the “Revolving Credit Facility”) having substantially similar terms as the Existing Revolving Facility Commitments, except that the maturity date of the Replacement Revolving Facility Commitments will be the earlier of (i) April 2, 2029, and (ii) (a) March 2, 2028, if the aggregate outstanding amount of the Company’s 5.500% Senior Notes due 2028 is than $150.0 as of such date and (b) December 29, 2028, if the aggregate outstanding amount of the Company’s 4.125% Senior Notes due 2029 is than $150.0 of as such date, in each case, subject to certain exceptions. Refer to Note 12 of Notes to Consolidated Financial Statement for additional discussion.
We participate in accounts receivable facility programs both in the United States and Japan. Refer to Note 10 of Notes to the Consolidated Financial Statements for further discussion on the Accounts Receivable Facility.
We also have $750.0 million of senior notes, fixed interest rate of 5.5%, due 2028 and $500.0 million of senior notes, fixed interest rate of 4.1%, due 2029. Refer to Note 12 of Notes to Consolidated Financial Statement for additional discussion.
Historically, we have generated, and expect to continue to generate, favorable cash flows from operations. Our cash flows are affected by the seasonality of our Sun Care business, typically resulting in higher net sales and increased cash generated in the second and third quarter of each fiscal year. We believe our cash on hand, cash flows from operations and borrowing capacity under the Revolving Credit Facility will be sufficient to satisfy our future working capital requirements, interest payments, R&D activities, capital expenditures, and other capital requirements for at least the next 12 months. We will continue to monitor our cash flows, spending and liquidity needs.
Short-term financing needs primarily consist of working capital requirements and interest payments on our long-term debt. Long-term financing needs will depend largely on potential growth opportunities, including acquisition activity and repayment or refinancing of our long-term debt obligations. Our long-term liquidity may be influenced by our ability to borrow additional funds, renegotiate existing debt, and raise equity under terms that are favorable to us. We may, from time to time, seek to
repurchase shares of our common stock. Such repurchases, if any, will depend on prevailing market conditions, our liquidity requirements, contractual restrictions and other factors.
In fiscal 2026, we expect our total capital expenditures to be in the range of $70 to $80 primarily on maintenance and productivity efforts across manufacturing facilities, new product development and information technology system enhancements. While we intend to fund these capital expenditures with cash generated from operations, we may also utilize our borrowing facilities.
During fiscal 2025, we contributed $7.4 to our pension and post-retirement plans. Pension contributions required beyond fiscal 2026 represent future pension payments to comply with local funding requirements in the U.S. only. The projected contributions for the U.S. pension plans total $5.6 in fiscal 2026, $3.6 in fiscal 2027, $2.7 in fiscal 2028, $2.4 in fiscal 2029, and $2.2 in fiscal 2030. Estimated contributions beyond fiscal 2030 are not determinable. We may also elect to make discretionary contributions.
Debt Covenants
The Revolving Credit Facility governing our outstanding debt at September 30, 2025 contains certain customary representations and warranties, financial covenants, covenants restricting our ability to take certain actions, affirmative covenants, and provisions relating to events of default. Under the terms of the Revolving Credit Facility, the ratio of our indebtedness to our earnings before interest, taxes, depreciation and amortization (“EBITDA”), as defined in the agreement and detailed below, cannot be greater than 4.0 to 1.0, however, there is an exception for acquisition activity. In addition, under the Revolving Credit Facility, the ratio of our EBITDA to total interest expense must exceed 3.0 to 1.0. If we fail to comply with these covenants or with other requirements of the Revolving Credit Facility, the lenders have the right to accelerate the maturity of the debt. Acceleration under one of our facilities would trigger cross-defaults on our other borrowings. Under the Revolving Credit Facility, EBITDA is defined as net earnings, as adjusted to add-back interest expense, income taxes, depreciation and amortization, all of which are determined in accordance with GAAP. In addition, the Revolving Credit Facility allows certain non-cash charges such as stock award amortization and asset write-offs including, but not limited to, impairment and accelerated depreciation, and operating expense reductions or synergies to be “added-back” in determining EBITDA for purposes of the indebtedness ratio. Total debt and interest expense are calculated in accordance with GAAP.
As of September 30, 2025, we were in compliance with the provisions and covenants associated with the Revolving Credit Facility.
Cash Flows
A summary of our cash flow from operating, investing and financing activities is provided in the following table:
Fiscal Year
Net cash from (used by):
Operating activities
Investing activities
Financing activities
Effect of exchange rate changes on cash
Net increase (decrease) in cash and cash equivalents
Operating Activities
Cash flow from operating activities was $118.4 in fiscal 2025, as compared to $231.0 in fiscal 2024. The decrease in fiscal 2025 was driven by changes in net working capital and lower earnings.
Investing Activities
Cash flow used by investing activities was $72.9 in fiscal 2025 as compared to $62.4 in fiscal 2024. The increase is primarily related to capital expenditures which were $77.0 during fiscal 2025, compared to $56.5 in the prior year period, partially offset by an outflow of $6.5 for an investment in a business in the prior year period.
Financing Activities
Net cash used by financing activities was $30.0 in fiscal 2025 as compared to $179.4 in fiscal 2024. During fiscal 2025, we had net proceeds of $106.0 under the Revolving Credit Facility, compared to net repayments of $88.0 in the prior year period. During fiscal 2025, we repurchased $90.2 of our common stock under our 2018 Board authorization to repurchase our
common stock (the “Repurchase Plan”) compared to $58.5 in the prior year period. Dividend payments totaled $29.3 in fiscal 2025, compared to $30.7 in the prior year period.
Dividends
The following is a summary of cash dividends paid and declared per share on our common stock during the year ended September 30, 2025:
Date Declared
Record Date
Payable Date
Amount Per Share
August 6, 2024
September 4, 2024
October 3, 2024
October 31, 2024
December 3, 2024
January 8, 2025
February 6, 2025
March 5, 2025
April 9, 2025
May 7, 2025
June 6, 2025
July 9, 2025
August 5, 2025
September 4, 2025
October 8, 2025
On November 13, 2025, the Board declared a quarterly cash dividend of $0.15 per share of common stock for the fourth fiscal quarter of 2025. The dividend will be paid on January 8, 2026 to shareholders of record as the close of business on December 3, 2025.
Dividends declared during fiscal 2025 totaled $28.8. Payments made for dividends during fiscal 2025 totaled $29.3. Our ability to pay cash dividends on our common stock depends on, among other things, our results of operations, financial condition, level of indebtedness, capital requirements, contractual restrictions, restrictions in our debt agreements and in any preferred stock, restrictions under applicable law, our business prospects and other factors that our Board of Directors may deem relevant. Our approach to dividends has certain risks and limitations, particularly with respect to liquidity, and we may not pay future dividends consistent with our historical practice, or at all.
Inflation
Management recognizes that inflationary pressures may have an adverse effect on our company through higher material costs, labor and transportation costs, asset replacement costs and related depreciation, healthcare and other costs. We continued to navigate the challenging and uncertain inflationary environment and resultant cost pressure with a combination of productivity efforts to achieve efficiencies and lower costs to our Cost of products sold and SG&A expenses and increase focus on revenue management. We can provide no assurance that such mitigation will be available or effective in the future.
Seasonality
Customer orders for sun care products within our Sun and Skin Care segment are highly seasonal. This has historically resulted in higher sun care sales to retailers during the late winter through mid-summer months. Within our Wet Shave segment, sales of women’s products are moderately seasonal, with increased consumer demand in the spring and summer months. See “Our business is subject to seasonal volatility” in Item 1A. Risk Factors.
Foreign Currency
Certain net sales and costs of our international operations are denominated in the local currency of the respective countries. As such, sales and profits from these subsidiaries may be impacted by fluctuations in the value of these local currencies relative to the U.S. dollar. We also have significant intercompany financing arrangements that may result in gains and losses in our results of operations. In an effort to mitigate the impact of currency exchange rate effects, we may hedge certain operational and intercompany transactions; however, our hedging strategies may not fully offset gains and losses recognized in our results of operations.
Commitments and Contingencies
Legal Proceedings
We are subject to a number of legal proceedings in various jurisdictions arising out of our operations during the ordinary course of business. Many of these legal matters are in preliminary stages and involve complex issues of law and fact and may proceed for protracted periods of time. The amount of liability, if any, from these proceedings cannot be determined with certainty. We review legal proceedings and claims, regulatory reviews and inspections and other legal proceedings on an ongoing basis and follows appropriate accounting guidance when making accrual and disclosure decisions. We establish accruals for those contingencies when the incurrence of a loss is probable and can be reasonably estimated and discloses the amount accrued and the amount of a reasonably possible loss in excess of the amount accrued if such disclosure is necessary for its financial statements to not be misleading. We do not record liabilities when the likelihood that the liability has been incurred is probable, but the amount cannot be reasonably estimated. Based upon present information, we believe that the Company’s liability, if any, arising from such pending legal proceedings, asserted legal claims, and known potential legal
which are likely to be asserted, is not reasonably likely to be material to its financial position, results of operations or cash flows, when taking into account established accruals for estimated liabilities.
Refer to Note 19 in Notes to Consolidated Financial Statements for more information.
Contractual Obligations
We have significant contractual obligations to fulfill our business operations including the repayment of short- and long-term debt, periodic interest payments, minimum levels of pension funding, and other obligations including payments for various leases of real estate, vehicles, and equipment, and minimum fixed costs to be paid to third party logistics vendors. We are also party to various service and supply contracts that generally extend one to three months. These arrangements are primarily individual, short-term purchase orders for routine goods and services at market prices, which are part of our normal operations and are reflected in historical operating cash flow trends. These contracts can generally be canceled at our option at any time. We do not believe such arrangements will adversely affect our liquidity position. In addition, we have various commitments related to service and supply contracts that contain penalty provisions for early termination. Because of the short period between order and shipment date (generally less than one month) for most of our orders, the dollar amount of current backlog is not material and is not considered to be a reliable indicator of future sales volume. Generally, sales to our top customers are made pursuant to purchase orders and we do not have supply agreements or guarantees of minimum purchases from them. As a result, these customers may their purchase orders or reschedule or decrease their level of purchases from us at any time. As of September 30, 2025, we do not believe such purchase arrangements or will have a significant effect on our results of operations, financial position or liquidity position in the future.
Environmental Matters
Our operations, like those of other companies, are subject to various federal, state, local and foreign laws and regulations intended to protect public health and the environment. These regulations relate primarily to worker safety, air and water quality, underground fuel storage tanks, and waste handling and disposal. Accrued environmental costs at September 30, 2025 and 2024 were $7.7 and $7.9, respectively. It is difficult to quantify with reasonable certainty the cost of environmental matters, particularly remediation and future capital expenditures for environmental control equipment. Total environmental capital expenditures and operating expenses are not expected to have a material effect on our total capital and operating expenditures, consolidated earnings or competitive position. However, current environmental spending estimates could be modified as a result of changes in our plans or our understanding of underlying facts, changes in legal requirements, including any requirements related to global climate change, or other factors.
Critical Accounting Estimates
The methods, estimates and judgments we use in applying our most critical accounting policies have a significant impact on the results we report in our consolidated financial statements. Specific areas, among others, requiring the application of management’s estimates and judgment include assumptions pertaining to accruals for consumer and trade promotion programs, pension and postretirement benefit costs, future cash flows associated with impairment testing of goodwill and other long-lived assets, uncertain tax positions, the reinvestment of undistributed foreign earnings and tax valuation allowances. On an ongoing basis, we evaluate our estimates, but actual results could differ materially from those estimates.
Our most critical accounting estimates are revenue recognition, pension and other postretirement benefits, the valuation of long-lived assets (including property, plant and equipment), income taxes (including uncertain tax positions) and valuation related to goodwill and intangible assets. A summary of our significant accounting policies is contained in Note 2 of Notes to Consolidated Financial Statements. This listing is not intended to be a comprehensive list of all of our accounting policies. We believe the following accounting policies are the most critical in understanding the estimates and judgments that are involved in preparing our financial statements.
Revenue Recognition
Our revenue is generated by the sales of finished products to customers. Those sales primarily contain a single performance obligation and revenue is recognized at a single point in time when that control of goods passes to the customer, which is predominantly on the date of receipt by the customer.
The Company allows for returns of products under limited circumstances. Customers are required to pay for the Sun Care product purchased during the season under the required terms. Under certain circumstances, we allow customers to return Sun Care products that have not been sold by the end of the Sun Care season, which is normal practice in the Sun Care industry. At the time of sale, we reduce net sales and cost of products sold for anticipated returns based upon an estimated return level. The timing of returns of Sun Care products can vary in different regions, based on climate and other factors. However, the majority of returns occur in the U.S. from September through January, following the summer Sun Care season. We estimate the level of Sun Care returns as the Sun Care season progresses, using a variety of inputs including historical
experience, consumption trends during the Sun Care season, obsolescence factors including expiration dates and inventory positions at key retailers. We monitor shipment activity and inventory levels at key retailers during the season in an effort to more accurately estimate potential returns. This allows us to manage shipment activity to our customers, especially in the latter stages of the Sun Care season, to reduce the potential for returned product. The level of returns may fluctuate from our estimates due to several factors, including, but not limited to, weather conditions, customer inventory levels and competitive activity. Based on our fiscal 2025 Sun Care shipments, each percentage point change in our returns rate would have impacted our reported net sales by $4.7 and our reported operating income by $4.7. At September 30, 2025 and 2024, our reserve on the Consolidated Balance Sheet for returns was $42.8 and $50.3, respectively.
We offer a variety of trade promotional programs, primarily to our retail customers, designed to promote sales of our products. Such programs require periodic payments and allowances based on estimated results of specific programs and are recorded as a reduction to net sales. We accrue, at the time of sale, the estimated total payments and allowances associated with each transaction. Additionally, we offer programs directly to consumers to promote the sale of our products. Promotions which reduce the ultimate consumer sale prices are recorded as a reduction of net sales at the time the promotional offer is made, generally using estimated redemption and participation levels. The actual amounts paid may be different from such estimates. These differences, which have historically not been significant, are recognized as a change in estimate in a subsequent period.
Pension Plans and Other Postretirement Benefits
The determination of our obligation and expense for pension and other postretirement benefits is dependent on certain assumptions developed by us and used by actuaries in calculating such amounts. Assumptions include, among others, the discount rate, the expected long-term rate of return on plan assets, and future salary increases, where applicable. Actual results that differ from assumptions made are recognized on the balance sheet and subsequently amortized to earnings over future periods. Significant differences in actual experience or significant changes in macroeconomic conditions resulting in changes to assumptions may materially affect pension and other post-retirement obligations. In determining the discount rate, we use the yield on high-quality bonds that coincide with the cash flows of our plans’ estimated payouts. For our U.S. plans, which represent our most significant obligations, we use the Mercer yield curve in determining the discount rates.
We utilize a spot discount rate approach to estimate service and interest components of net periodic benefit cost for our pension benefits. The spot discount rate approach applies the specific spot rates along the yield curve used in the determination of the benefit obligation to the relevant projected cash flows and is a more precise application of the yield curve spot rates used in the traditional single discount rate approach.
Of the assumptions listed above, changes in the expected long-term rate of return on plan assets and changes in the discount rate used in developing plan obligations will likely have the most significant impact on our annual earnings, prospectively. Based on plan assets at September 30, 2025, a one percentage point decrease or increase in expected asset returns would increase or decrease our pension expense by approximately $44.1. In addition, it may increase and accelerate the rate of required pension contributions in the future. Uncertainty related to economic markets and the availability of credit may produce changes in the yields on corporate bonds rated as high-quality. As a result, discount rates based on high-quality corporate bonds may increase or decrease, leading to lower or higher pension obligations, respectively. A one percentage point decrease in the discount rate would increase pension obligations by approximately $4.2 at September 30, 2025.
As allowed under GAAP, our U.S. qualified pension plan uses market related value, which recognizes market appreciation or depreciation in the portfolio over five years, thereby reducing the short-term impact of market fluctuations.
We have historically provided defined benefit pension plans to our eligible employees, former employees and retirees. We fund our pension plans in compliance with the Employee Retirement Income Security Act of 1974 or local funding requirements.
Further detail on our pension and other post-retirement benefit plans is included in Note 14 of Notes to Consolidated Financial Statements.
Valuation of Long-Lived Assets
We periodically evaluate our long-lived assets, including property, plant and equipment, goodwill, and intangible assets, for potential impairment indicators. Judgments regarding the existence of impairment indicators, including lower than expected cash flows from acquired businesses, are based on legal factors, market conditions and operational performance. Future events could cause us to conclude that impairment indicators exist. We estimate fair value using valuation techniques such as discounted cash flows. This requires management to make assumptions regarding future income, working capital, and discount rates, which would affect the impairment calculation.
Income Taxes
Our annual effective income tax rate is determined based on our income, statutory tax rates and the tax impacts of items treated differently for tax purposes than for financial reporting purposes. Tax law requires certain items to be included in the tax return at different times than the items reflected in our financial statements. Some of these differences are permanent, such as expenses that are not deductible in our tax return, and some differences are temporary, reversing over time, such as depreciation expense. These temporary differences create deferred tax assets and liabilities.
Deferred tax assets generally represent the tax effect of items that can be used as a tax deduction or credit in future years for which we have already recorded the tax benefit in our income statement. Deferred tax liabilities generally represent tax expense recognized in our financial statements for which payment has been deferred, the tax effect of expenditures for which a deduction has already been taken in our tax return but has not yet been recognized in our financial statements, or assets recorded at estimated fair value in business combinations for which there was no corresponding tax basis adjustment.
We estimate income taxes and the effective income tax rate in each jurisdiction that we operate. This involves estimating taxable earnings, specific taxable and deductible items, the likelihood of generating sufficient future taxable income to utilize deferred tax assets, the portion of the income of foreign subsidiaries that is expected to be remitted to the U.S. and be taxable and possible exposures related to future tax audits. Deferred tax assets are evaluated on a subsidiary by subsidiary basis to ensure that the asset will be realized. Valuation allowances are established when the realization is not deemed to be more likely than not. Future performance is monitored, and when objectively measurable operating trends change, adjustments are made to the valuation allowances accordingly. To the extent the estimates described above change, adjustments to income taxes are made in the period in which the estimate is changed.
We operate in multiple jurisdictions with complex tax and regulatory environments, which are subject to differing interpretations by the taxpayer and the taxing authorities. At times, we may take positions that management believes are supportable, but are potentially subject to successful challenges by the appropriate taxing authority. We evaluate our tax positions and establish liabilities in accordance with guidance governing accounting for uncertainty in income taxes. We review these tax uncertainties in light of the changing facts and circumstances, such as the progress of tax audits, and adjust them accordingly.
Further detail on Income Taxes is included in Note 4 of Notes to Consolidated Financial Statements.
Goodwill and Intangible Asset Valuations
Certain business acquisitions have resulted in the recording of goodwill and trade names and brands which are not amortized. At September 30, 2025 and 2024 we had goodwill of $1,291.1 and $1,338.6, respectively. We have indefinite-lived trade names and brands with a carrying value of approximately $601.6 and $597.7 at September 30, 2025 and 2024, respectively. We perform our annual impairment assessment for goodwill and indefinite-lived intangible assets as of July 1st and more frequently if indicators of impairment exist. We consider qualitative factors to assess if it is more likely than not that the fair value for goodwill or indefinite-lived intangible assets is below the carrying amount. We may also elect to bypass the qualitative assessment and perform a quantitative assessment.
In conducting a qualitative assessment, the Company analyzes a variety of events and factors that may influence the fair value of the reporting unit or indefinite-lived intangible asset, including, but not limited to: the results of prior quantitative assessments performed; macroeconomic conditions, industry and market considerations, cost factors, overall financial performance, share price and other relevant factors. Significant judgment is used to evaluate the totality of these events and factors to make a determination of whether it is more likely than not that the fair value of the reporting unit or indefinite-lived intangible is less than its carrying value.
For our annual impairment assessment as of July 1, 2025, the Company elected to bypass the qualitative assessment and perform a quantitative assessment to evaluate all goodwill reporting units and certain trade names and brands. The Company elected to perform a qualitative assessment on the other indefinite-lived intangible asset noting no events that indicated that the fair value was less than the carrying value that would require a quantitative impairment assessment.
Goodwill
Annual Impairment Test
The Company performed a quantitative assessment for the Wet Shave, Skin Care, Sun Care and Feminine Care reporting units. We utilized independent valuation specialists and industry accepted valuation models in calculating the fair value of each reporting unit. In performing a quantitative assessment, we estimated the fair value of the Wet Shave, Skin Care and Sun Care reporting units by using an equally weighted income and market approach. For the Feminine Care reporting unit, we determined the fair value under the market approach.
The income approach uses the discounted cash flow method and incorporates each reporting unit’s projections of estimated operating results and future cash flows and a market participant discount rate based on a weighted-average cost of capital. The projections for future cash flows are based on the company’s annual business and long-term strategic plan to determine a five-year period of forecasted cash flows. The financial projections reflect management’s best estimate of economic and market conditions over the five-year projected period including forecasted revenue growth, EBITDA margin, tax rate, capital expenditures, depreciation and amortization and changes in working capital requirements. Other assumptions include discount rate and terminal growth rate.
The market approach uses the guideline public company method to calculate the fair value of each reporting unit by applying earnings multiples to the operating performance of each reporting unit. The multiples are derived from comparable publicly traded companies with operating and investment characteristics similar to the reporting unit. The multiples are adjusted given the specific characteristics of the reporting unit including its position in the market relative to the guideline companies and applied to the reporting unit’s operating data to arrive at an indication of fair value. For the Feminine Care reporting unit, the market approach was based on an offer received to purchase this reporting unit given, concurrent with the annual impairment analysis, additional information related to the potential sale of this business developed indicating that the offer was the best evidence of fair value. As discussed in Note 21 of Notes to Consolidated Financial Statements, the Company entered into a definitive agreement to sell this reporting unit for a purchase price of $340.0.
We also corroborate the fair value through a market capitalization reconciliation to determine whether the implied control premium is reasonable based on recent market transactions and other qualitative considerations.
The key assumptions and estimates for the market and income approaches used to determine fair value of the reporting units include market multiples, determination of comparable publicly traded companies, discount rates, terminal growth rates, future levels of revenue growth and EBITDA margins based upon our annual business and strategic plan. The assumptions used for the income approach include a weighted-average cost of capital ranging from 11.0% to 12.0% and terminal growth rates of 2.5%.
Based on the results of our annual quantitative assessment performed as of July 1, 2025, the carrying value of the Feminine Care reporting unit was greater than the fair value resulting in a non-cash goodwill impairment charge of $51.1, reflecting a partial impairment of the reporting unit.
The fair values of our Wet Shave and Skin Care reporting units exceeded their respective carrying values by 15% and 13%, respectively. The carrying value of the goodwill of our Wet Shave and Skin Care reporting units as of July 1, 2025 was $1,571.0 and $432.0, respectively.
Q4 Triggering Event
At September 30, 2025, after evaluating our sustained decrease in stock price and market capitalization, we concluded that there was a triggering event for our Wet Shave and Skin Care reporting unit requiring an interim impairment analysis. Based on timing and signing of the Feminine Care reporting unit sale agreement, the purchase price within the signed agreement reaffirmed that the fair value utilized as a part of the annual analysis remained unchanged and as such we concluded that there was not a triggering event for the Feminine Care reporting unit. The interim impairment analysis for our Wet Shave and Skin Care reporting unit was performed as of September 30, 2025, using the same approach as of July 1, 2025 to determine the fair value of reporting units. Based on this impairment analysis, the fair values of our Wet Shave and Skin Care reporting units exceeded their respective carrying values by 7% and 16%, respectively, and were deemed to be at-risk of future impairment. The carrying value of these reporting units closely approximated the amounts as of July 1, 2025. A sensitivity analysis of key assumptions for the Wet Shave and Skin Care reporting units was performed. The table below presents the change in fair value of the Wet Shave and Skin Care reporting units with adjustments to certain key assumptions based on the September 30, 2025 interim impairment test date.
Discount rate increased by 100 bps
Market multiple decreased by 1.0x
Decrease in projected revenue by 5%
Decrease in projected EBITDA margin by 5%
Wet Shave reporting unit
Change in fair value
% by which fair value exceeds/(below) carrying amount
Skin Care reporting unit
Change in fair value
% by which fair value exceeds/(below) carrying amount
If actual results are not consistent with management's estimates and assumptions, a material impairment charge of goodwill could occur, which would have a material adverse effect on our consolidated financial statements.
Indefinite-lived intangible assets
Annual Impairment Test
The Company elected to bypass the qualitative assessment and perform a quantitative assessment of the Schick, Bulldog, Wet Ones, Hawaiian Tropic and Banana Boat trade names. We performed a qualitative test of impairment for the Carefree/Stayfree/o.b indefinite-lived intangible asset. If the estimated fair value of the indefinite-lived intangible asset is less than its carrying value, we would recognize an impairment loss. Based on the results of our annual impairment assessment performed as of July 1, 2025, the fair values of each indefinite-lived intangible asset exceeded its carrying value and no impairments were recorded.
In performing a quantitative assessment of these trade names, we estimate the fair value using the relief-from-royalty method and multi-period excess earnings method. The relief-from-royalty method requires assumptions related to projected revenues from our annual and strategic plans; assumed royalty rates that could be payable if we did not own the trade name or brand; and a market participant discount rate based on a weighted-average cost of capital. The multi-period excess earnings method requires assumptions related to projected revenues and EBITDA from our annual and strategic plans; contributory asset charges; and a market-participant discount rate based on a weighted-average cost of capital.
The key assumptions used in our relief-from-royalty model included revenue growth rates, the discount rate, terminal growth rate and assumed royalty rate. Revenue growth assumptions are based on historical trends and management’s expectations for future growth by brand. The key assumptions used in our multi-period excess earnings method include revenue growth rates, EBITDA margin, discount rate and terminal growth rate. The discount rates were based on a weighted-average cost of capital utilizing industry market data of similar publicly traded companies. Terminal growth rates are based on industry market data. We estimated royalty rates based on the operating profits of the brand. The assumptions used for the relief-from-royalty method include a weighted-average cost of capital ranging from 11.25% to 12.25%, royalty rates ranging from 2.0% to 5.0% and terminal growth rate of 2.5%.
The fair values of our Bulldog and Banana Boat trade names exceeded their respective carrying values by 9% and 4%, respectively, and were deemed to be at-risk of future impairment. The carrying value of our Bulldog and Banana Boat trade names as of July 1, 2025 was $10.2 and $277.2, respectively. A sensitivity analysis of key assumptions for the Bulldog and Banana Boat trade names was performed. The table below presents the change in fair value of the Bulldog and Banana Boat trade names with adjustments to certain key assumptions based on the July 1, 2025 annual impairment test date.
Discount rate increased by 100 bps
Royalty rate decreased by 50 bps
Decrease in projected revenue by 10%
Bulldog
Change in fair value
% by which fair value exceeds/(below) carrying amount
Discount rate increased by 25 bps
Decrease in projected revenue by 2.5%
Decrease in projected EBITDA margin by 2.5%
Banana Boat
Change in fair value
% by which fair value exceeds/(below) carrying amount
If actual results are not consistent with management's estimate and assumptions, a material impairment charge of our trade names and brands could occur, which could have a material adverse effect on our consolidated financial statements.
For further discussion, see Note 8 of the Notes to Consolidated Financial Statements.
Determining the fair value of a reporting unit and indefinite-lived intangible assets requires the use of significant judgment, estimates and assumptions. While we believe that the estimates and assumptions underlying the valuation methodologies are reasonable, these estimates and assumptions could have a significant impact on whether an impairment charge is recognized and the magnitude of the charge. The results of an impairment analysis are as of a point in time. There is no assurance that actual future earnings or cash flows of the reporting units will not decline significantly from these projections.
Recently Issued Accounting Standards
Refer to Note 2 of Notes to Consolidated Financial Statements for a discussion regarding recently issued accounting standards and their estimated impact on our financial statements.
