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EDGEWELL PERSONAL CARE Co

For the period ended Dec 31, 2025. Filed Feb 9, 2026.

View on SEC.gov

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Dec 31, 2025 · Filed Feb 9, 2026

EPC$27.99-2.0%Stored close · as of Nov 6, 2026
See the whole filing, with its images and exhibits

Item 1. Financial Statements

Condensed Consolidated Statements of Earnings and Comprehensive Income for the three months ended December 31, 2025 and 20243
Condensed Consolidated Balance Sheets as of December 31, 2025 and September 30, 20254
Condensed Consolidated Statements of Cash Flows for the three months ended December 31, 2025 and 20245
Condensed Consolidated Statements of Changes in Shareholders’ Equity for the three months ended December 31, 2025 and 20246
Notes to Condensed Consolidated Financial Statements7
Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations26
Item 3.Quantitative and Qualitative Disclosures About Market Risk35
Item 4.Controls and Procedures35
PART II.OTHER INFORMATION
Item 1.Legal Proceedings36
Item 1A.Risk Factors36
Item 2.Unregistered Sales of Equity Securities and Use of Proceeds36
Item 5.Other Information36
Item 6.Exhibits37
SIGNATURE38

PART I - FINANCIAL INFORMATION

CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS AND COMPREHENSIVE INCOME

(unaudited, in millions, except per share data)

Three Months EndedDecember 31,
20252024
Net sales$422.8$415.1
Cost of products sold261.8242.6
Gross profit161.0172.5
Selling, general and administrative expense102.499.6
Advertising and sales promotion expense45.646.1
Research and development expense13.813.4
Restructuring charges18.14.1
Operating (loss) income(18.9)9.3
Interest expense associated with debt19.318.8
Other (income) expense, net(1.3)3.2
Loss from continuing operations before income taxes(36.9)(12.7)
Income tax benefit on continuing operations(7.7)(2.6)
Net loss from continuing operations(29.2)(10.1)
(Loss) earnings from discontinued operations, net of tax(36.5)8.0
Net loss$(65.7)$(2.1)
Basic earnings (loss) per share:
Continuing operations$(0.63)$(0.21)
Discontinued operations(0.78)0.17
Basic loss per share$(1.41)$(0.04)
Diluted earnings (loss) per share:
Continuing operations$(0.63)$(0.21)
Discontinued operations(0.78)0.17
Diluted loss per share$(1.41)$(0.04)
Weighted-average shares outstanding:
Basic46.648.7
Diluted46.648.7
Statements of Comprehensive Income:
Net loss$(65.7)$(2.1)
Other comprehensive income (loss), net of tax
Foreign currency translation adjustments3.2(48.3)
Pension and postretirement activity, net of tax provision of $0.2 and $0.40.60.4
Deferred gain on hedging activity, net of tax provision of $0.7 and $2.31.55.0
Total other comprehensive income (loss), net of tax5.3(42.9)
Total comprehensive loss$(60.4)$(45.0)

CONDENSED CONSOLIDATED BALANCE SHEETS

(unaudited, in millions, except share data)

December 31,2025September 30,2025
Assets
Current assets
Cash and cash equivalents$223.3$225.7
Trade receivables, less allowance for doubtful accounts of $4.5 and $4.8154.0137.8
Inventories461.2433.8
Other current assets161.6138.6
Current assets held for sale57.059.6
Total current assets1,057.1995.5
Property, plant and equipment, net292.5295.0
Goodwill1,137.41,137.1
Other intangible assets, net821.8828.2
Other assets179.1178.7
Non-current assets held for sale280.0321.8
Total assets$3,767.9$3,756.3
Liabilities and Shareholders’ Equity
Current liabilities
Notes payable$32.5$29.5
Accounts payable213.1219.7
Other current liabilities247.9311.1
Current liabilities held for sale4.05.2
Total current liabilities497.5565.5
Long-term debt1,520.81,383.3
Deferred income tax liabilities118.3118.8
Other liabilities145.1135.6
Total liabilities2,281.72,203.2
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; 46,716,605 and 46,464,244 outstanding0.70.7
Additional paid-in capital1,560.61,578.8
Retained earnings1,014.01,086.7
Common shares in treasury at cost, 18,535,384 and 18,787,745(984.6)(1,003.3)
Accumulated other comprehensive loss(104.5)(109.8)
Total shareholders’ equity1,486.21,553.1
Total liabilities and shareholders’ equity$3,767.9$3,756.3

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited, in millions)

Three Months EndedDecember 31,
20252024
Cash Flow from Operating Activities
Net loss$(65.7)$(2.1)
Depreciation and amortization21.321.7
Share-based compensation expense3.46.1
Loss on sale of assets—1.4
Impairment charges37.4—
Loss on assets held for sale3.8—
Deferred compensation payments(0.2)(0.2)
Deferred income taxes(0.9)0.2
Other, net12.52.3
Changes in operating assets and liabilities(137.5)(145.0)
Net cash used for operating activities(125.9)(115.6)
Cash Flow from Investing Activities
Capital expenditures(11.6)(16.8)
Collection of deferred purchase price on accounts receivable sold1.71.1
Net cash used for investing activities(9.9)(15.7)
Cash Flow from Financing Activities
Cash proceeds from debt with original maturities greater than 90 days292.0369.0
Cash payments on debt with original maturities greater than 90 days(155.0)(204.0)
Proceeds from debt with original maturities of 90 days or less2.43.7
Repurchase of shares—(30.3)
Dividends to common shareholders(7.4)(7.9)
Net financing inflow (outflow) from the Accounts Receivable Facility4.3(13.3)
Employee shares withheld for taxes(2.8)(7.3)
Other, net(0.1)—
Net cash provided by financing activities133.4109.9
Effect of exchange rate changes on cash—(12.2)
Net decrease in cash and cash equivalents(2.4)(33.6)
Cash and cash equivalents, beginning of period225.7209.1
Cash and cash equivalents, end of period$223.3$175.5

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

(unaudited, in millions)

Common Shares · Treasury Shares
NumberPar ValueNumberAmountAdditional Paid-In CapitalRetained EarningsAccumulated Other Comprehensive LossTotal Shareholders’ Equity
Balance as of September 30, 202565.2$0.7(18.8)$(1,003.3)$1,578.8$1,086.7$(109.8)$1,553.1
Net loss—————(65.7)—(65.7)
Foreign currency translation adjustments——————3.23.2
Pension and postretirement activity——————0.60.6
Deferred gain on hedging activity——————1.51.5
Dividends declared—————(7.0)—(7.0)
Repurchase of shares————————
Activity under share plans——0.318.7(18.2)——0.5
Balance as of December 31, 202565.2$0.7(18.5)$(984.6)$1,560.6$1,014.0$(104.5)$1,486.2
Common Shares · Treasury Shares
NumberPar ValueNumberAmountAdditional Paid-In CapitalRetained EarningsAccumulated Other Comprehensive LossTotal Shareholders’ Equity
Balance as of September 30, 202465.2$0.7(16.3)$(937.9)$1,586.0$1,090.1$(154.8)$1,584.1
Net loss—————(2.1)—(2.1)
Foreign currency translation adjustments——————(48.3)(48.3)
Pension and postretirement activity——————0.40.4
Deferred gain on hedging activity——————5.05.0
Dividends declared—————(7.1)—(7.1)
Repurchase of shares——(0.8)(30.1)———(30.1)
Activity under share plans——0.323.3(24.2)——(0.9)
Balance as of December 31, 202465.2$0.7(16.8)$(944.7)$1,561.8$1,080.9$(197.7)$1,501.0

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 and sun and skin care categories. With operations in approximately 20 countries, the Company’s products are widely available in more than 50 countries.

The Company conducts its business in the followingtwo segments:

Wet Shave consists of products sold under the Schick®, Wilkinson Sword TM, Edge, Skintimate®, Billie®, Shave Guard and our custom brands group (formerly sold under our 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 and women’s grooming products, Billie women’s grooming products and Wet Ones® products.

See Feminine Care Divestiture in the Basis of Presentation section below for information regarding discontinued operations.

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 18, 2025.

Feminine Care Divestiture

On November 12, 2025, we entered into an agreement to sell our Feminine Care segment to Essity, a leading global health and hygiene company based in Sweden for $340.0. In accordance with applicable accounting guidance, the results of the Feminine Care segment are presented as discontinued operations in the Condensed Consolidated Statements of Earnings and Comprehensive Income and, as such, have been excluded from both continuing operations and segment results for all periods presented. Further, the Company reclassified the assets and liabilities of the Feminine Care disposal group as assets and liabilities held for sale in the Condensed Consolidated Balance Sheets as of December 31, 2025 and September 30, 2025. The Condensed Consolidated Statements of Cash Flows are presented on a consolidated basis with both continuing operations and discontinued operations. All amounts, percentages and disclosures for all periods presented reflect only the continuing operations of Edgewell unless otherwise noted. See Note 2 for additional information.

Recently Issued Accounting Pronouncements

In September 2025, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”)No. ASU No. 2025-06, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software. This ASU modernizes the capitalization criteria for internal-use software by eliminating references to project stages and clarifying the threshold applied to begin capitalizing costs. This guidance is effective for the Company for fiscal years beginning after December 15, 2027. The Company is currently assessing the impact of this new guidance.

In November 2024, the FASB issued ASUNo. 2024-03 Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40). Additionally, in January 2025, the FASB issued ASU 2025-01 to clarify the effective date of ASU 2024-03. ASU 2024-03 provides guidance to expand disclosures related to the disaggregation of income statement expenses. The standard requires, in the notes to the financial statements, disclosure of specified information about certain costs and expenses which includes purchases of inventory, employee compensation, depreciation, and intangible asset amortization included in each relevant expense caption. This guidance is effective for fiscal years beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027, on a retrospective or prospective basis, with early adoption permitted. We are currently evaluating this ASU to determine its impact on our consolidated financial statements and disclosures.

In December 2023, the FASB issued ASU No. 2023-09 Income Taxes (Topic 740): Improvements to Income Tax Disclosures to update income tax disclosure requirements primarily by requiring specific categories and greater disaggregation within the rate reconciliation and disaggregation of income taxes paid by jurisdiction. The amendments in the ASU also remove disclosures related to certain unrecognized tax benefits and deferred taxes. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024. The amendments may be applied prospectively or retrospectively and early adoption is permitted. We are currently assessing the impact of the requirements on our consolidated financial statements and disclosures.

No other new accounting pronouncement issued or effective during the fiscal year had, or is expected to have, a material impact on our Consolidated Financial Statements.

Recently Adopted Accounting Pronouncements

In November 2023, the FASB issued ASUNo. 2023-07 Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures to expand reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. The amendments in the ASU require that a public entity disclose, on an annual and interim basis, significant segment expenses that are regularly provided to an entity's chief operating decision maker (“CODM”), a description of other segment items by reportable segment, and any additional measures of a segment's profit or loss used by the CODM when deciding how to allocate resources. Annual disclosures are required for fiscal years beginning after December 15, 2023. Interim disclosures are required for periods within fiscal years beginning after December 15, 2024. Retrospective application is required for all prior periods presented and early adoption is permitted. The Company adopted this ASU as of the fourth quarter of fiscal year 2025. The adoption of this ASU did not have a material effect on the consolidated financial statements. Refer to Note 17 for additional information regarding the Company’s segment reporting.

Note 2 -Discontinued Operations

The divestiture of the Feminine Care segment is a key step to transform Edgewell into a more focused, agile and consumer-driven personal care company. On February 2, 2026, we closed the sale of our Feminine Care segment to Essity and received proceeds of approximately $340.0 on a cash-free and debt-free basis. In the first quarter of fiscal 2026, the assets and liabilities of the segment were classified as held for sale and the segment’s results are presented as discontinued operations. This change was applied on a retrospective basis. As of the date we determined the Feminine Care segment to be held for sale, we tested the assets within the disposal group, including goodwill, for impairment and recorded a goodwill impairment loss of $37.4. Fair value of the reporting unit was determined under a market approach and based on the offer received to purchase the disposal group, a Level 3 fair value input.

The following table presents the financial results of Feminine Care included in (Loss) earnings from discontinued operations, net of tax for the three months ended December 31, 2025 and 2024:

Three Months EndedDecember 31,
20252024
Net sales$64.0$63.3
Cost of products sold48.044.2
Gross profit16.019.1
Selling, general and administrative expense12.53.3
Advertising and sales promotion expense2.04.2
Research and development expense0.60.5
Restructuring charges0.20.1
Impairment charges37.4—
Operating income(36.7)11.0
Loss on assets held for sale3.8—
(Loss) earnings from discontinued operations before income taxes(40.5)11.0
Income tax (benefit) expense on discontinued operations(4.0)3.0
(Loss) earnings from discontinued operations, net of tax$(36.5)$8.0

The following table reconciles the gross proceeds with the loss on assets held for sale included in (Loss) earnings from discontinued operations, net of tax:

Three Months EndedDecember 31, 2025
Gross proceeds$340.0
Less direct costs to sell7.0
Less carrying amount336.8
Loss on assets held for sale$3.8

In the second quarter of 2026, upon deconsolidation of the net assets of the disposal group because of the closing of the transaction, we expect to finalize the calculation of the loss on assets held for sale and an additional loss could occur.

The following table presents the carrying amounts of assets and liabilities that are classified as held for sale on the condensed consolidated balance sheet as of December 31, 2025 and September 30, 2025:

December 31, 2025September 30, 2025
Inventories$48.1$50.9
Other current assets8.98.7
Current assets held for sale57.059.6
Property, plant and equipment, net73.974.3
Goodwill117.0154.0
Other intangible assets, net92.793.1
Other assets0.20.4
Allowance for loss on classification as held for sale(3.8)—
Non-current assets held for sale280.0321.8
Total assets held for sale337.0381.4
Other current liabilities4.05.2
Current liabilities held for sale4.05.2
Total liabilities held for sale$4.0$5.2

The following table presents significant cash flow items from discontinued operations for the three months ended December 31, 2025 and 2024:

Three Months EndedDecember 31,
20252024
Capital expenditures$0.4$1.4
Depreciation and amortization1.33.6

The goodwill impairment charge of $37.4 and loss on assets held for sale of $3.8 are the material non-cash amounts included in the condensed consolidated statements of cash flows which is included in operating activities for the three months ended December 31, 2025.

In connection with the divestiture, Edgewell entered into a Transition Services Agreement (“TSA”) with Essity. Pursuant to the TSA, Edgewell agreed to provide certain services to Essity, on an interim, transitional basis from and after closing for an initial duration of twelve months following the divestiture. The TSA covers various services such as operations and supply chain, IT, commercial, sales and finance, controllership and global business support activities. The remuneration of such services is intended to allow the company to recover a significant portion of its costs and expenses of providing such services.

The costs related to services provided by Edgewell under the TSA will be recorded in continuing operations within the condensed consolidated statement of earnings and comprehensive income beginning in the second quarter of fiscal 2026 following the closing of the transaction. Pass-through costs related to the cost of providing certain services will be recorded in continuing operations as a direct offset within costs of products sold or selling, general and administrative expense and other cost reimbursements will be recorded in other income (expense), net.

Note 3 -Restructuring Charges

Operating Model Redesign

In fiscal 2026, the Company continues to take actions to strengthen its operating model, simplify the organization’s ways of working 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 $7 in fiscal 2026. The Company has incurred restructuring and related charges as follows:

Three Months EndedDecember 31,
20252024
Severance and related costs$0.3$0.5
Asset write-off and accelerated depreciation—1.0
Other exit costs (2)1.90.8
Total restructuring and related charges (1)(3)$2.2$2.3

(1) Restructuring and related charges of $0.5 andnil are included within Selling, general and administrative expense (“SG&A”) for the three months ended December 31, 2025 ad 2024, respectively.

(2) Includes contract related and personnel costs and certain other exit and disposal activities.

(3) Restructuring and Related Charges of $0.2 and $0.1 have been included in discontinued operations for three months ended December 31, 2025 and 2024 , respectively. See Note 2, “Discontinued Operations” for additional information.

Consolidation of Mexico Facilities

In fiscal 2024, the Company announced certain operational and organizational steps designed to streamline the Company’s operations and supply chain by consolidating its current Mexico operations in Obregon and Mexico City into a single facility in Aguascalientes, Mexico. As a result of these actions, the Company is anticipating incurring restructuring and related charges of $33 in fiscal 2026 and the consolidation is expected to be completed by the third quarter of fiscal 2026.

Three Months EndedDecember 31,
20252024
Severance and related benefit costs (1)$(1.2)$(0.3)
Asset write-off and accelerated depreciation0.7—
Other associated exit costs to close and consolidate facilities (4)13.22.1
Total restructuring and related charges (2) (3)$12.7$1.8

(1) Due to natural workforce attrition, the Company recorded an adjustment for the three months ended December 31, 2025 to the severance accrual as of September 30, 2025.

(2) Restructuring and related charges of $4.5 and nil are included within Cost of products sold for the three months ended December 31, 2025 and 2024, respectively.

(3) The Company does not include restructuring and related charges in the results of its reportable segments; however, these charges are related to the Wet Shave segment.

(4) Includes costs to remove and transport inventory; disassemble, transport and reassemble manufacturing equipment; and other idle facility, contract related and personnel costs.

Consolidation of Wet Shave Operations

In fiscal 2026, the Company announced a plan to further consolidate its Wet Shave operations. These actions further streamline the Company’s operations and supply chain. As a result of these actions, the Company is anticipating incurring restructuring and related charges of $25 in fiscal 2026 and the consolidation is expected to be completed by the first quarter of fiscal 2028.

Three Months EndedDecember 31,
20252024
Severance and related benefit costs$8.2$—
Asset write-off and accelerated depreciation1.3—
Total restructuring and related charges (1) (2)$9.5$—

(1) Restructuring and related charges of $1.3 are included within Cost of products sold for the three months ended December 31, 2025.

(2) The Company does not include restructuring and related charges in the results of its reportable segments; however, these charges are related to the Wet Shave segment.

Restructuring Reserves

Operating Model RedesignConsolidation of Mexico FacilitiesConsolidation of Wet Shave OperationsTotal
Severance and related benefit costs
Balance at September 30, 2025$2.7$13.3$—$16.0
Charge to income0.3(1.2)8.27.3
Cash payments(1.0)(4.6)—(5.6)
Non-cash utilization—(0.1)—(0.1)
Balance at December 31, 20252.07.48.217.6
Asset write-off and accelerated depreciation
Balance at September 30, 2025————
Charge to income—0.71.32.0
Non-cash utilization—(0.7)(1.3)(2.0)
Balance at December 31, 2025————
Other associated exit costs to close and consolidate facilities
Balance at September 30, 2025—0.7—0.7
Charge to income1.913.2—15.1
Cash payments(1.9)(14.0)—(15.9)
Balance at December 31, 2025—(0.1)—(0.1)
Total restructuring and related activities accrual$2.0$7.3$8.2$17.5

Note 4 -Income Taxes

The source of income taxes are below:

Three Months EndedDecember 31,
20252024
Loss from continuing operations before income taxes$(36.9)$(12.7)
Income tax benefit on continuing operations(7.7)(2.6)
Effective tax rate20.9%20.6%

For the three months ended December 31, 2025 and 2024, the difference between the federal statutory rate and the effective rate was primarily due to a favorable mix of earnings in lower tax rate jurisdictions.

Note 5 -(Loss) Earnings per Share

Basic (loss) earnings per share is based on the weighted-average number of common shares outstanding during the period. Diluted net (loss) earnings per share is based on the number of shares used for the basic (loss) 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 net (loss) earnings per share calculation:

Three Months EndedDecember 31,
20252024
Basic weighted-average shares outstanding46.648.7
Effect of dilutive securities:
Options, RSE and PRSE awards——
Total dilutive securities——
Diluted weighted-average shares outstanding46.648.7

The following weighted-average common shares were excluded from the calculation of diluted net (loss) earnings per share because the effect of including these awards was antidilutive.

Three Months EndedDecember 31,
20252024
Options, RSE and PRSE awards1.61.4

Note 6 - Inventories

December 31,2025September 30,2025
Inventories
Raw materials and supplies$72.2$73.9
Work in process91.294.5
Finished products297.8265.4
Total inventories (1)$461.2$433.8

(1) $48.1 and $50.9 of inventories of the Feminine Care business have been classified as assets held for sale as of December 31, 2025 and September 30, 2025, respectively. See Note 2, “Discontinued Operations” for additional information.

Note 7 - Property, Plant and Equipment (“PP&E”)

December 31,2025September 30,2025
Property, Plant and Equipment
Land$16.7$16.7
Buildings116.2114.8
Machinery and equipment980.4984.4
Capitalized software costs68.568.2
Construction in progress70.962.1
Total gross property, plant and equipment1,252.71,246.2
Accumulated depreciation and amortization(960.2)(951.2)
Total property, plant and equipment, net (1)$292.5$295.0

(1) $73.9 and $74.3 of PP&E of the Feminine Care business have been classified as assets held for sale as of December 31, 2025 and September 30, 2025, respectively. See Note 2, “Discontinued Operations” for additional information.

The components of depreciation expense for PP&E, net and amortization expense for capitalized software costs were as follows:

Three Months EndedDecember 31,
20252024
Depreciation expense$12.6$10.7
Amortization expense associated with capitalized software0.91.1

Note 8 -Goodwill and Intangible Assets

The following table sets forth goodwill by segment:

WetShaveSun and Skin CareTotal
Gross balance at October 1, 2025$1,150.6$357.5$1,508.1
Accumulated goodwill impairment(369.0)(2.0)(371.0)
Net balance at October 1, 2025(1)$781.6$355.5$1,137.1
Cumulative translation adjustment0.3—0.3
Gross balance at December 31, 2025$1,150.9$357.5$1,508.4
Accumulated goodwill impairment(369.0)(2.0)(371.0)
Net balance at December 31, 2025(1)$781.9$355.5$1,137.4

(1) $117.0 and $154.0 of goodwill of the Feminine Care segment has been classified as assets held for sale as of December 31, 2025 and September 30, 2025, respectively. See Note 2, “Discontinued Operations” for additional information.

The following table sets forth intangible assets by class:

December 31, 2025September 30, 2025
CarryingAmountAccumulatedAmortizationNetCarryingAmountAccumulatedAmortizationNet
Indefinite lived
Trade names and brands$571.4$—$571.4$571.4$—$571.4
Amortizable
Trade names and brands$237.1$80.1$157.0$237.1$77.4$159.7
Technology and patents80.278.61.680.278.41.8
Customer related and other266.6174.891.8266.5171.295.3
Amortizable intangible assets583.9333.5250.4583.8327.0256.8
Total intangible assets (1)$1,155.3$333.5$821.8$1,155.2$327.0$828.2

(1) $92.7 and $93.1 of intangible assets of the Feminine Care business have been classified as assets held for sale as of December 31, 2025 and September 30, 2025, respectively. See Note 2, “Discontinued Operations” for additional information.

Amortization expense was $6.4 and $6.4 for the three months ended December 31, 2025 and 2024, respectively. Estimated amortization expense for amortizable intangible assets is as follows:

Estimated amortization expense
Remainder of fiscal year 2026$18.9
202725.1
202825.0
202925.0
203025.0
203118.0
Thereafter113.4

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 continuously monitors events which could trigger an interim impairment analysis, such as changing business conditions, our financial performance and our market capitalization. The Company determined that there were no triggering events requiring an interim impairment analysis during the three months ended December 31, 2025 for its Wet Shave, Sun Care and Skin Care reporting units. See Note 2 for additional information on the Feminine Care reporting unit.

Note 9 -Supplemental Balance Sheet Information

December 31,2025September 30,2025
Other Current Assets
Prepaid expenses$75.8$69.8
Value added tax receivables45.543.7
Income taxes receivable28.413.3
Other11.911.8
Total other current assets$161.6$138.6
Other Current Liabilities
Accrued advertising and sales promotion$29.9$23.6
Accrued trade allowances22.327.6
Accrued salaries, vacations and incentive compensation33.852.9
Income taxes payable13.020.3
Returns reserve29.142.8
Accrued interest9.724.7
Restructuring reserve8.616.7
Other101.5102.5
Total other current liabilities$247.9$311.1
Other Liabilities
Pensions and other retirement benefits$30.9$32.7
Other114.2102.9
Total other liabilities$145.1$135.6

(1) $8.9 and $8.7 of other current assets and $4.0 and $5.2 of other current liabilities of the Feminine Care business has been classified as assets held for sale as of December 31, 2025 and September 30, 2025, respectively. See Note 2, “Discontinued Operations” for additional information.

Note 10 -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 (“MUFG”), 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 Sheets. MUFG, as 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 the costs associated with such services are not material. The Company has deemed the compensation received acceptable servicing compensation and as such, the Company does not recognize a servicing asset or liability.

Accounts receivables sold were $221.6 and $223.9 for the three months ended December 31, 2025 and 2024, respectively. The trade receivables sold that remained outstanding as of December 31, 2025 and September 30, 2025 were $91.6 and $94.7, respectively. The net proceeds received were included in both Cash provided by operating activities and Cash used by investing activities on the Condensed Consolidated Statements of Cash Flows. The subsequent cash collections and remittances of cash to MUFG for receivables serviced by the Company are considered financing cash flow activity and are presented net for the period. The difference between the carrying amountof 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 (Loss) Income. The loss on sale of trade receivables was$1.1 for both thethree months ended December 31, 2025 and 2024.

Note 11 -Debt

The detail of long-term debt was as follows:

December 31,2025September 30,2025
Senior notes, fixed interest rate of 5.5%, due 2028$750.0$750.0
Senior notes, fixed interest rate of 4.1%, due 2029500.0500.0
U.S. Revolving Credit Facility277.0140.0
Total1,527.01,390.0
Less unamortized debt issuance costs and discount (1)6.26.7
Total long-term debt$1,520.8$1,383.3

(1)As of December 31, 2025, debt issuance costs were $3.6 and $2.6 related to the Senior Notes due 2028 and the Senior Notes due 2029, respectively. As of September 30, 2025, debt issuance costs were $3.9 and $2.8 related to the Senior Notes due 2028 and the Senior Notes due 2029, respectively.

As of December 31, 2025 and September 30, 2025, the Company had outstanding short-term notes payable with financial institutions with original maturities of less than 90 days of $32.5 and $29.5, respectively, with weighted-average interest rates of 3.7% and 3.7% as of December 31, 2025 and September 30, 2025, respectively. These notes were primarily outstanding international borrowings.

Note 12 -Supply Chain Financing Programs

The Company has agreements with its suppliers in the ordinary course of business for such supplier finance programs which facilitate participating suppliers’ ability to finance payment obligations of the Company with designated third-party financial institutions. The Company is not a party to the arrangements between the suppliers and the third-party financial institutions. The Company’s obligations to its suppliers, including amounts due and scheduled payment dates, are not impacted by suppliers’ decisions to finance amounts under these arrangements. The payment terms under the programs range from 60 to 120 days. The obligations are presented as Accounts payable on the Condensed Consolidated Balance Sheets.

The summary of the Company’s outstanding obligations confirmed as valid under the SCF program is as follows.

Fiscal 2026
Confirmed obligations outstanding as of September 30, 2025$15.1
Invoices confirmed20.7
Invoices Paid(19.6)
Confirmed obligations outstanding as of December 31, 2025$16.2

Note 13 -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 for its material plans were as follows:

Three Months EndedDecember 31,
20252024
Service cost$0.5$0.6
Interest cost4.54.5
Expected return on plan assets(5.9)(5.4)
Recognized net actuarial loss0.70.6
Net periodic (benefit) cost$(0.2)$0.3

The service cost component of the net periodic cost 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 (Loss) Income. The remaining net periodic cost is recorded to Other (income) expense, net on the Condensed Consolidated Statement of Earnings and Comprehensive (Loss) Income.

Note 14 -Shareholders’ Equity

Share Repurchases

On November 13, 2025, the Board approved an authorization to repurchase up to $100.0, superseding the previous share repurchase authorization from January 2018, when the Board approved an authorization to repurchase up to 10.0 shares of the Company's common stock. The full $100.0 authorized by the Board in November 2025 is available for future share repurchases. Any future share repurchases would be made in the open market, privately negotiated transactions or otherwise, in such amounts and at such times as the Company deems appropriate based upon prevailing market conditions, business needs and other factors. The Company did not repurchase any shares of its common stock during the three months ended December 31, 2025.

Dividends

Dividend activity in the three months ended December 31, 2025 is as follows:

Date DeclaredRecord DatePayable DateAmount Per Share
August 5, 2025September 4, 2025October 8, 2025$0.15
November 13, 2025December 3, 2025January 8, 2026$0.15

On February 5, 2026, the Board declared a quarterly cash dividend of $0.15 per common share for the first fiscal quarter of 2026. The dividend will be payable on April 8, 2026 to shareholders of record as the close of business on March 6, 2026.

Dividends declared during the three months ended December 31, 2025 totaled $7.0. Payments made for dividends during the three months ended December 31, 2025 totaled $7.4.

Note 15 -Accumulated Other Comprehensive Loss

The following table presents the changes in Accumulated Other Comprehensive (Loss) Income (“AOCI”), net of tax, by component:

ForeignCurrencyTranslationAdjustmentsPension and Post-retirement ActivityHedgingActivityTotal
Balance as of October 1, 2025$(41.3)$(67.6)$(0.9)$(109.8)
Other comprehensive income (loss), net of tax3.20.11.54.8
Reclassifications to earnings—0.5—0.5
Balance as of December 31, 2025$(38.1)$(67.0)$0.6$(104.5)
ForeignCurrencyTranslationAdjustmentsPension and Post-retirement ActivityHedgingActivityTotal
Balance as of October 1, 2024$(68.3)$(84.8)$(1.7)$(154.8)
Other comprehensive income (loss), net of tax(48.3)(0.1)5.4(43.0)
Reclassifications to earnings—0.5(0.4)0.1
Balance as of December 31, 2024$(116.6)$(84.4)$3.3$(197.7)

The following table presents the reclassifications out of AOCI:

Three Months EndedDecember 31, · Affected Line Item in the Condensed Consolidated Statements of Earnings
Details of AOCI Components · 2025 · 2024
Gain on cash flow hedges
Foreign exchange contracts$(0.1)$0.5Other (income) expense, net
Income tax (benefit) expense(0.1)0.1Income tax benefit on continuing operations
$—$0.4
Amortization of defined benefit pension and postretirement items
Actuarial losses (1)$(0.7)$(0.6)
Income tax (benefit)(0.2)(0.1)Income tax benefit on continuing operations
(0.5)(0.5)
Total reclassifications for the period$(0.5)$(0.1)

(1)These AOCI components are included in the computation of net periodic cost. See Note 13 of Notes to Condensed Consolidated Financial Statements.

Note 16 -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 certain of its counterparties as set forth in detail below 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 December 31, 2025 and September 30, 2025, 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 in the Condensed Consolidated Statements of Earnings and Comprehensive (Loss) Income. The primary currency to which the Company’s foreign subsidiaries are exposed is the U.S. dollar.

Interest Rate Risk

The Company has interest rate risk with respect to interest expense on variable rate debt. As of December 31, 2025, the Company had $277.0 of variable rate debt outstanding, which consisted primarily of outstanding borrowings under its U.S. Revolving Credit Facility.

Cash Flow Hedges

As of December 31, 2025, the Company maintains 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 $0.8 and unrealized pre-tax losses of $1.4 as of December 31, 2025 and September 30, 2025, respectively, on these forward currency contracts, which are accounted for as cash flow hedges and included in AOCI in the Condensed Consolidated Balance Sheets. Assuming foreign exchange rates versus the U.S. dollar remain at December 31, 2025 levels over the next 12 months, the majority of the pre-tax losses included in AOCI in the Condensed Consolidated Balance Sheets as of December 31, 2025 is expected to be included in Other (income) expense, net in the Condensed Consolidated Statements of Earnings and Comprehensive (Loss) Income. Contract maturities for these hedges extend into fiscal 2027. As of December 31, 2025, there were 64 open foreign currency contracts with a total notional value of $122.1.

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 months ended December 31, 2025, resulted in a gain of $0.6 compared to a gain of $0.9 for the three months ended December 31, 2024, and was recorded in Other (income) expense, net in the Condensed Consolidated Statements of Earnings and Comprehensive (Loss) Income. As of December 31, 2025, there wasone open foreign currency derivative contract not designated as a cash flow hedge with a total notional value of $9.0.

The following table provides estimated fair values of derivative instruments:

Fair Value of Assets (Liabilities) as of (1)
December 31,2025September 30,2025
Derivatives designated as cash flow hedging relationships:
Foreign currency contracts$0.8$(1.4)
Derivatives not designated as cash flow hedging relationships:
Foreign currency contracts$—$0.1

(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 EndedDecember 31,
20252024
Derivatives designated as cash flow hedging relationships:
Foreign currency contracts
(Loss) gain recognized in OCI (1)$2.1$7.7
(Loss) gain reclassified from AOCI into income (1) (2)(0.1)0.5
Derivatives not designated as cash flow hedging relationships:
Foreign currency contracts
(Loss) gain recognized in income (2)$0.6$0.9

(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)(Loss) gain was recorded in Other (income) expense, net in the Condensed Consolidated Statements of Earnings and Comprehensive (Loss) Income.

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

As of December 31, 2025As of September 30, 2025
Assets (1)Liabilities (2)Assets (1)Liabilities (2)
Foreign currency contracts
Gross amounts of recognized assets (liabilities)$2.2$(1.5)$0.7$(2.4)
Gross amounts offset in the balance sheet—0.1—0.3
Net amounts of assets (liabilities) presented in the balance sheet$2.2$(1.4)$0.7$(2.1)

(1)All derivative assets are presented in Other current assets or Other assets on the Condensed Consolidated Balance Sheets.

(2)All derivative liabilities are presented in Other current liabilities or Other liabilities on the Condensed Consolidated Balance Sheets.

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:

December 31,2025September 30,2025
Assets (Liabilities) at estimated fair value:
Deferred compensation liability$(21.4)$(20.7)
Derivatives - foreign currency contracts asset (liability)0.8(1.4)
Net assets (liabilities) at estimated fair value$(20.6)$(22.1)

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 December 31, 2025 and September 30, 2025, 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 December 31, 2025 and September 30, 2025, 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 December 31, 2025 and September 30, 2025, the fair market value of fixed rate long-term debt was $1,196.8 and $1,198.2, 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 which has been determined based on Level 2 inputs.

Due to the nature of cash and cash equivalents and short-term borrowings, including notes payable, the carrying amounts on the Condensed Consolidated Balance Sheets approximate fair value. Additionally, the carrying amounts of the U.S. 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 17 -Segment Data

The reportable segments are organized based on products and were determined in accordance with how our Chief Executive Officer, who is our chief operating decision maker ("CODM"), develops and executes global strategies to drive growth and profitability. These strategies include global plans for branding and product positioning, technology, research and development programs, cost reductions including supply chain management, and capacity and capital investments for each of these businesses.

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, a combined sales force and management teams. The Company applies a fully allocated cost basis, in which shared business functions are allocated among the segments. Such allocations are estimates and do not represent the costs of such services if performed on a stand-alone basis.

The measure of segment performance utilized by our CODM is segment profit. Segment profit excludes general corporate expenses and overheads; intangible amortization expense; interest and other expense, net; restructuring and related costs, including impairment charges; and 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. The exclusion of such charges from segment results reflects how the CODM monitors and evaluates segment operating performance, generates future operating plans and makes strategic decisions regarding the allocation of capital.

The accounting policies of the segment are the same as those described in the summary of significant accounting policies disclosed in the Form 10-K. Accounting policies have been applied consistently by all segments within the Company for all reporting periods.

Our CODM is not regularly provided and does not use assets by segment to evaluate performance or allocate resources. Therefore, we do not disclose assets by segment.

The primary source of income for each segment is as described below:

Wet Shave products include razor handles and refillable blades, disposable shave products, and shaving gels and creams.

Sun and Skin Care consists of sun care products, men’s and women’s grooming products, Billie women’s grooming products and personal wipe products.

See Note 1 and Note 2 for additional information on the divestiture of Feminine Care, a previously reportable segment.

Segment net sales and profitability are presented below:

Three Months EndedDecember 31,
20252024
Net Sales
Wet Shave$291.3$294.5
Sun and Skin Care131.5120.6
Total net sales$422.8$415.1
Cost of Products Sold
Wet Shave$171.6$166.2
Sun and Skin Care82.874.2
Total cost of products sold$254.4$240.4
Other operating expenses (1)
Wet Shave$77.5$81.7
Sun and Skin Care52.349.8
Total other operating expenses$129.8$131.5
Segment Profit (Loss)
Wet Shave$42.2$46.6
Sun and Skin Care(3.6)(3.4)
Total segment profit$38.6$43.2
General corporate and other expenses (2)$(24.1)$(20.9)
Amortization of intangibles(6.4)(6.4)
Interest and other expense, net(20.0)(21.1)
Restructuring and related charges (3)(24.4)(4.1)
Acquisition and integration costs (4)—(0.5)
Sun Care reformulation costs (5)(1.0)(1.0)
Legal matters (6)(1.0)—
Gain on investment (7)1.50.9
Other project and related costs (8)(0.1)(2.8)
Loss from continuing operations before income taxes$(36.9)$(12.7)

(1)Includes SG&A, A&P and R&D costs, which are not regularly provided to the CODM by segment, but included within the measure of segment profit reviewed by the CODM.

(2)Includes indirect expenses for corporate overhead in the three months ended December 31, 2025 and 2024 previously allocated to Feminine Care segment profit, which remain reported within continuing operations following the divestiture and are not reallocated to the Wet Shave or Sun and Skin Care segments.

(3)The Company recorded $24.4 and $4.1 for the three months ended December 31, 2025 and 2024, respectively, related to actions to strengthen its operating model and improve manufacturing and supply chain efficiency and productivity. Includes pre-tax SG&A of $0.5 andnil for the three months ended December 31, 2025 and 2024, respectively. Includes pre-tax Cost of products sold of $5.8 for the three months ended December 31, 2025 related to other associated disposal costs and accelerated depreciation of certain assets. See Note 3 of the Notes to Condensed Consolidated Financial Statements.

(4)Includes pre-tax SG&A of $0.5 for three months ended December 31, 2024 for the acquisition of Billie, Inc. on November 29, 2021.

(5)Includes pre-tax research and development costs of $1.0 and $1.0 for the three months ended December 31, 2025 and 2024, respectively, related to the reformulation, recall and destruction of certain Sun Care products.

(6)Includes pre-tax SG&A of $1.0 in the three months ended December 31, 2025, for a charge related to a legal matter.

(7)Includes pre-tax gain of $1.5 and $0.9 for the three months ended December 31, 2025 and 2024 on the fair value measurement of equity interests accounted for under the cost method.

(8)Includes pre-tax SG&A of $0.6 and $1.0 for the three months ended December 31, 2025 and 2024, respectively, and Other income of $0.5 and other expense $1.8 for the three months ended December 31 2025, respectively, related to certain corporate project and other related costs.

Depreciation expense and capital spending by segment were:

Three Months EndedDecember 31,
20252024
Depreciation and amortization expense
Wet Shave$10.4$9.5
Sun and Skin Care1.51.8
Corporate8.16.8
Total depreciation and amortization expense (1)$20.0$18.1
Capital expenditures
Wet Shave$8.5$10.7
Sun and Skin Care2.74.7
Total capital expenditures (2)$11.2$15.4

(1) $1.3 and $3.6 of Depreciation and amortization expense of the Feminine Care business have been classified as (Loss) earnings from discontinued operations, net of tax as of December 31, 2025 and 2024, respectively. See Note 2, “Discontinued Operations” for additional information.

(2) $0.4 and $1.4 of capital expenditures of the Feminine Care business have been classified as (Loss) earnings from discontinued operations, net of tax as of December 31, 2025 and 2024, respectively. See Note 2, “Discontinued Operations” for additional information.

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

Three Months EndedDecember 31,
20252024
Net Sales to Customers
United States$191.9$187.5
International230.9227.6
Total net sales$422.8$415.1

Supplemental product information is presented below for net sales:

Three Months EndedDecember 31,
20252024
Razors and blades$259.0$267.4
Sun care products57.247.4
Grooming products57.353.0
Wipes and other skin care17.020.2
Shaving gels and creams32.327.1
Total net sales$422.8$415.1

Note 18 -Commitments and Contingencies

Legal Proceedings

The Company and its subsidiaries are subject to a number of legal proceedings in various jurisdictions arising out of its 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. The Company reviews its 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. The Company establishes 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. The Company does 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, the Company believes that its liability, if any, arising from such pending legal proceedings, asserted legal claims, and known potential legal claims 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.

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