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2020 Annual Report (Pdf) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ____________________________________ FORM 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF ☒ 1934 For the fiscal year ended September 30, 2020 or TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT ☐ OF 1934 For the transition period from _______________ to _______________ Commission File Number 001-15401 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, CT 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 Stock symbol Name of each exchange on which registered Common Stock, par value $0.01 per share EPC New York Stock Exchange Securities registered pursuant to Section 12(g) of the Act: None. Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☒ No ☐ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes ☐ No ☒ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐ Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐ Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a 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 has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒ The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant as of March 31, 2020, the last day of the registrant’s most recently completed second fiscal quarter, was $1,308,110,602. The number of shares of the registrant’s common stock outstanding as of October 31, 2020 was 54,355,183. DOCUMENTS INCORPORATED BY REFERENCE Certain portions of the registrant’s definitive proxy statement for its 2021 annual meeting of shareholders, to be filed with the Securities and Exchange Commission within 120 days after September 30, 2020, are incorporated by reference into Part III of this report. EDGEWELL PERSONAL CARE COMPANY INDEX TO FORM 10-K PART I Item 1. Business. 3 Item 1A. Risk Factors. 10 Item 1B. Unresolved Staff Comments. 19 Item 2. Properties. 19 Item 3. Legal Proceedings. 19 Item 4. Mine Safety Disclosures. 20 PART II Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Item 5. Securities. 21 Item 6. Selected Financial Data. 23 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations. 24 Item 7A. Quantitative and Qualitative Disclosures About Market Risk. 44 Item 8. Financial Statements and Supplementary Data. 45 Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure. 90 Item 9A. Controls and Procedures. 90 Item 9B. Other Information. 90 PART III Item 10. Directors, Executive Officers and Corporate Governance. 91 Item 11. Executive Compensation. 91 Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. 91 Item 13. Certain Relationships and Related Transactions, and Director Independence. 91 Item 14. Principal Accounting Fees and Services. 91 Part IV Item 15. Exhibits, Financial Statement Schedules. 92 Signatures 93 Exhibit Index 94 Presentation of Information Unless the context requires otherwise, references to “Edgewell Personal Care Company,” “Edgewell,” “we,” “us,” “our” and “the Company” refer to Edgewell Personal Care Company, and its consolidated subsidiaries. Trademarks and Trade Names We own or have rights to use trademarks and trade names that we use in conjunction with the operation of our business, which appear throughout this Annual Report on Form 10-K. Solely for convenience, we only use the ™ or ® symbols the first time any trademark or trade name is mentioned. We may also refer to brand names, trademarks, service marks and trade names of other companies and organizations, and these brand names, trademarks, service marks and trade names are the property of their respective owners. Industry and Market Data Unless we indicate otherwise, we base the information concerning our industry contained or incorporated by reference herein on our general knowledge of and expectations concerning the industry. Our market position, market share and industry market size are based on our estimates using internal data and data from various industry analyses, our internal research and adjustments and assumptions that we believe to be reasonable. We have not independently verified data from industry analyses and cannot guarantee its accuracy or completeness. In addition, we believe that data regarding the industry, market size and our market position and market share within such industry provide general guidance but are inherently imprecise. Further, our estimates and assumptions involve risks and uncertainties and are subject to change based on various factors, including those discussed in the “Risk Factors” section of this document. These and other factors could cause results to differ materially from those expressed in the estimates and assumptions. Retail sales for purposes of market size, market position and market share information are based on retail sales in United States dollars. Forward-Looking Statements This Annual Report on Form 10-K contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. The Private Securities Litigation Reform Act of 1995 provides a safe harbor for forward-looking statements made by or on behalf of Edgewell Personal Care Company or any of our businesses. Forward-looking statements generally can be identified by the use of words or phrases such as “believe,” “expect,” “expectation,” “anticipate,” “may,” “could,” “intend,” “estimate,” “plan,” “target,” “predict,” “likely,” “will,” “should,” “forecast,” “outlook,” or other similar words or phrases. These statements are not based on historical facts, but instead reflect our expectations, estimates or projections concerning future results or events, including, without limitation, the future earnings and performance of Edgewell Personal Care Company or any of our businesses. These statements are not guarantees of performance and are inherently subject to known and unknown risks, uncertainties and assumptions that are difficult to predict and could cause our actual results to differ materially from those indicated by those statements. We cannot assure you that any of our expectations, estimates or projections will be achieved. The forward-looking statements included in this report are only made as of the date of this report, and we disclaim any obligation to publicly update any forward-looking statement to reflect subsequent events or circumstances, except as required by law. You should not place undue reliance on these statements. Factors that could cause fluctuations in our actual results include, but are not limited to, the following: • the ongoing novel coronavirus 2019 (COVID-19) pandemic; • our ability to compete in products and prices in an intensely competitive industry; • the loss of any of our principal customers; • our inability to execute a successful e-commerce strategy; • fluctuations in the price and supply of raw materials; • our failure to maintain our brands’ reputation; • our failure to achieve projected gross cost savings under our various initiatives, including Project Fuel; • legislative or regulatory changes impacting or limiting our business; and • product quality and safety issues, including recalls and product liability. 1 In addition, other risks and uncertainties not presently known to us or that we presently consider immaterial could significantly affect the forward-looking statements. The list of factors above is illustrative, but not exhaustive. All forward-looking statements should be evaluated with the understanding of their inherent uncertainty.
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