Guarantor and Non-Guarantor Financial Information | Guarantor and Non-Guarantor Financial Information The Company's senior notes issued in May 2011 and May 2012 (collectively, the "Notes") are fully and unconditionally guaranteed on a joint and several basis by the Company's existing and future direct and indirect domestic subsidiaries that are guarantors of any of the Company's credit agreements or other indebtedness for borrowed money (the "Guarantors"). The Guarantors are 100% owned either directly or indirectly by the Company and jointly and severally guarantee the Company's obligations under the Notes and substantially all of the Company's other outstanding indebtedness. The Company's subsidiaries organized outside of the U.S. and certain domestic subsidiaries which are not guarantors of any of the Company's other indebtedness (collectively, the "Non-Guarantors"), do not guarantee the Notes. The subsidiary guarantee with respect to the Notes is subject to release upon sale of all of the capital stock of the Subsidiary Guarantor; if the guarantee under the Company's credit agreements and other indebtedness for borrowed money is released or discharged (other than due to payment under such guarantee); or when the requirements for legal defeasance are satisfied or the obligations are discharged in accordance with the indenture. Set forth below are the condensed consolidating financial statements presenting the results of operations, financial position and cash flows of the Parent Company, Edgewell Personal Care Company, the Guarantors on a combined basis, the Non-Guarantors on a combined basis and eliminations necessary to arrive at the information for the Company, as reported on a consolidated basis. Eliminations represent adjustments to eliminate investments in subsidiaries and intercompany balances and transactions between or among the Parent Company, the Guarantors and the Non-Guarantors. EDGEWELL PERSONAL CARE COMPANY CONDENSED CONSOLIDATING STATEMENTS OF EARNINGS AND COMPREHENSIVE INCOME Three Months Ended March 31, 2017 Parent Company Guarantors Non-Guarantors Eliminations Total Net sales $ — $ 433.4 $ 275.6 $ (98.0 ) $ 611.0 Cost of products sold — 237.0 162.4 (98.0 ) 301.4 Gross profit — 196.4 113.2 — 309.6 Selling, general and administrative expense — 69.9 34.0 — 103.9 Advertising and sales promotion expense — 52.7 29.8 — 82.5 Research and development expense — 17.3 0.2 — 17.5 Restructuring charges — 2.2 3.3 — 5.5 Interest expense associated with debt 13.3 3.8 0.2 — 17.3 Other income, net — (0.4 ) (6.2 ) — (6.6 ) Intercompany service fees — (8.1 ) 8.1 — — Equity in earnings of subsidiaries (74.1 ) (36.3 ) — 110.4 — Earnings before income taxes 60.8 95.3 43.8 (110.4 ) 89.5 Income tax (benefit) provision (4.9 ) 21.0 7.7 — 23.8 Net earnings $ 65.7 $ 74.3 $ 36.1 $ (110.4 ) $ 65.7 Statement of Comprehensive Income: Net earnings $ 65.7 $ 74.3 $ 36.1 $ (110.4 ) $ 65.7 Other comprehensive income (loss), net of tax 7.2 (16.5 ) 6.7 9.8 7.2 Total comprehensive income $ 72.9 $ 57.8 $ 42.8 $ (100.6 ) $ 72.9 EDGEWELL PERSONAL CARE COMPANY CONDENSED CONSOLIDATING STATEMENTS OF EARNINGS AND COMPREHENSIVE INCOME Six Months Ended March 31, 2017 Parent Company Guarantors Non-Guarantors Eliminations Total Net sales $ — $ 776.3 $ 507.9 $ (188.2 ) $ 1,096.0 Cost of products sold — 441.5 305.1 (188.2 ) 558.4 Gross profit — 334.8 202.8 — 537.6 Selling, general and administrative expense — 128.6 69.1 — 197.7 Advertising and sales promotion expense — 82.9 50.2 — 133.1 Research and development expense — 33.3 0.5 — 33.8 Restructuring charges — 4.9 7.5 — 12.4 Interest expense associated with debt 26.7 7.1 0.9 — 34.7 Other income, net — — (8.5 ) — (8.5 ) Intercompany service fees — (12.5 ) 12.5 — — Equity in earnings of subsidiaries (116.0 ) (57.4 ) — 173.4 — Earnings before income taxes 89.3 147.9 70.6 (173.4 ) 134.4 Income tax (benefit) provision (9.9 ) 31.9 13.2 — 35.2 Net earnings $ 99.2 $ 116.0 $ 57.4 $ (173.4 ) $ 99.2 Statement of Comprehensive Income: Net earnings $ 99.2 $ 116.0 $ 57.4 $ (173.4 ) $ 99.2 Other comprehensive loss, net of tax (19.7 ) (19.7 ) (21.1 ) 40.8 (19.7 ) Total comprehensive income $ 79.5 $ 96.3 $ 36.3 $ (132.6 ) $ 79.5 EDGEWELL PERSONAL CARE COMPANY CONDENSED CONSOLIDATING STATEMENTS OF EARNINGS AND COMPREHENSIVE INCOME Three Months Ended March 31, 2016 Parent Company Guarantors Non-Guarantors Eliminations Total Net sales $ — $ 440.1 $ 289.2 $ (118.1 ) $ 611.2 Cost of products sold — 246.4 171.4 (117.7 ) 300.1 Gross profit — 193.7 117.8 (0.4 ) 311.1 Selling, general and administrative expense 0.8 67.0 31.9 — 99.7 Advertising and sales promotion expense — 56.1 29.0 (0.1 ) 85.0 Research and development expense — 16.3 0.4 — 16.7 Restructuring charges — 3.9 1.1 — 5.0 Industrial sale charges — 0.2 — — 0.2 Interest expense associated with debt 11.3 4.7 1.8 — 17.8 Other income, net — (2.8 ) (1.8 ) — (4.6 ) Intercompany service fees — (3.9 ) 3.9 — — Equity in earnings of subsidiaries (73.7 ) (37.4 ) — 111.1 — Earnings before income taxes 61.6 89.6 51.5 (111.4 ) 91.3 Income tax (benefit) provision (4.5 ) 19.6 10.4 (0.3 ) 25.2 Net earnings $ 66.1 $ 70.0 $ 41.1 $ (111.1 ) $ 66.1 Statement of Comprehensive Income: Net earnings 66.1 70.0 41.1 (111.1 ) 66.1 Other comprehensive income (loss), net of tax 7.0 (9.8 ) 7.3 2.5 7.0 Total comprehensive income $ 73.1 $ 60.2 $ 48.4 $ (108.6 ) $ 73.1 EDGEWELL PERSONAL CARE COMPANY CONDENSED CONSOLIDATING STATEMENTS OF EARNINGS AND COMPREHENSIVE INCOME Six Months Ended March 31, 2016 Parent Company Guarantors Non-Guarantors Eliminations Total Net sales $ — $ 776.9 $ 558.7 $ (229.3 ) $ 1,106.3 Cost of products sold — 451.3 346.2 (229.8 ) 567.7 Gross profit — 325.6 212.5 0.5 538.6 Selling, general and administrative expense 3.9 127.7 68.5 — 200.1 Advertising and sales promotion expense — 83.6 48.2 (0.2 ) 131.6 Research and development expense — 31.9 0.8 — 32.7 Restructuring charges — 8.6 14.9 — 23.5 Industrial sale charges — 0.2 — — 0.2 Interest expense associated with debt 27.5 4.7 3.3 — 35.5 Other income, net — (5.2 ) (1.8 ) — (7.0 ) Intercompany service fees — (9.4 ) 9.4 — — Equity in earnings of subsidiaries (109.5 ) (49.8 ) — 159.3 — Earnings before income taxes 78.1 133.3 69.2 (158.6 ) 122.0 Income tax (benefit) provision (11.7 ) 29.6 13.6 0.7 32.2 Net earnings $ 89.8 $ 103.7 $ 55.6 $ (159.3 ) $ 89.8 Statement of Comprehensive Income: Net earnings 89.8 103.7 55.6 (159.3 ) 89.8 Other comprehensive loss, net of tax (4.9 ) (11.7 ) (4.2 ) 15.9 (4.9 ) Total comprehensive income $ 84.9 $ 92.0 $ 51.4 $ (143.4 ) $ 84.9 EDGEWELL PERSONAL CARE COMPANY CONDENSED CONSOLIDATING BALANCE SHEETS March 31, 2017 Parent Company Guarantors Non-Guarantors Eliminations Total Assets Current assets Cash and cash equivalents $ — $ 14.9 $ 388.0 $ — $ 402.9 Trade receivables, net — 164.9 146.1 — 311.0 Inventories — 226.8 139.6 — 366.4 Other current assets — 41.2 101.6 — 142.8 Total current assets — 447.8 775.3 — 1,223.1 Investment in subsidiaries 3,580.0 1,194.4 — (4,774.4 ) — Intercompany receivables, net (1) — 556.4 59.9 (616.3 ) — Intercompany notes receivable (1) — 1.9 — (1.9 ) — Property, plant and equipment, net — 332.6 129.4 — 462.0 Goodwill — 1,061.8 364.8 — 1,426.6 Other intangible assets, net — 1,227.9 163.3 — 1,391.2 Other assets 1.9 0.1 25.7 — 27.7 Total assets $ 3,581.9 $ 4,822.9 $ 1,518.4 $ (5,392.6 ) $ 4,530.6 Liabilities and Shareholders' Equity Current liabilities $ 20.9 $ 274.0 $ 262.5 $ — $ 557.4 Intercompany payables, net (1) 616.3 — — (616.3 ) — Intercompany notes payable (1) — — 1.9 (1.9 ) — Long-term debt 1,094.8 515.0 — — 1,609.8 Deferred income tax liabilities — 227.6 24.1 — 251.7 Other liabilities 0.4 226.3 35.5 — 262.2 Total liabilities 1,732.4 1,242.9 324.0 (618.2 ) 2,681.1 Total shareholders' equity 1,849.5 3,580.0 1,194.4 (4,774.4 ) 1,849.5 Total liabilities and shareholders' equity $ 3,581.9 $ 4,822.9 $ 1,518.4 $ (5,392.6 ) $ 4,530.6 (1) Intercompany activities include product purchases between Guarantors and Non-Guarantors, charges for services provided by the Parent Company and various subsidiaries to other affiliates within the consolidated entity and other intercompany activities in the normal course of business. EDGEWELL PERSONAL CARE COMPANY CONDENSED CONSOLIDATING BALANCE SHEETS September 30, 2016 Parent Company Guarantors Non-Guarantors Eliminations Total Assets Current assets Cash and cash equivalents $ — $ 5.8 $ 733.1 $ — $ 738.9 Trade receivables, net — 108.9 151.8 — 260.7 Inventories — 187.7 121.5 — 309.2 Other current assets — 43.7 99.5 — 143.2 Total current assets — 346.1 1,105.9 — 1,452.0 Investment in subsidiaries 3,483.7 825.0 — (4,308.7 ) — Intercompany receivables, net (1) — 487.6 53.5 (541.1 ) — Intercompany notes receivable (1) — 1.9 — (1.9 ) — Property, plant and equipment, net — 343.8 142.3 — 486.1 Goodwill — 1,061.9 358.4 — 1,420.3 Other intangible assets, net — 1,235.1 150.0 — 1,385.1 Other assets 2.0 0.1 25.9 — 28.0 Total assets $ 3,485.7 $ 4,301.5 $ 1,836.0 $ (4,851.7 ) $ 4,771.5 Liabilities and Shareholders' Equity Current liabilities $ 21.4 $ 288.4 $ 558.4 $ — $ 868.2 Intercompany payables, net (1) 541.1 — — (541.1 ) — Intercompany notes payable (1) — — 1.9 (1.9 ) — Long-term debt 1,094.2 450.0 — — 1,544.2 Deferred income tax liabilities — 232.4 22.9 — 255.3 Other liabilities — 236.3 38.5 — 274.8 Total liabilities 1,656.7 1,207.1 621.7 (543.0 ) 2,942.5 Total shareholders' equity 1,829.0 3,094.4 1,214.3 (4,308.7 ) 1,829.0 Total liabilities and shareholders' equity $ 3,485.7 $ 4,301.5 $ 1,836.0 $ (4,851.7 ) $ 4,771.5 (1) Intercompany activities include product purchases between Guarantors and Non-Guarantors, charges for services provided by the Parent Company and various subsidiaries to other affiliates within the consolidated entity and other intercompany activities in the normal course of business. EDGEWELL PERSONAL CARE COMPANY CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS Six Months Ended March 31, 2017 Parent Company Guarantors Non-Guarantors Eliminations Total Net cash flow from (used by) operations $ 56.5 $ (36.5 ) $ 49.6 $ (70.0 ) $ (0.4 ) Cash Flow from Investing Activities Capital expenditures — (25.0 ) (5.4 ) — (30.4 ) Acquisitions, net of cash acquired — — (34.0 ) — (34.0 ) Proceeds from sale of assets — 5.9 — — 5.9 Net cash used by investing activities — (19.1 ) (39.4 ) — (58.5 ) Cash Flow from Financing Activities Cash proceeds from debt with original maturities greater than 90 days — 181.0 — — 181.0 Cash payments on debt with original maturities greater than 90 days — (116.0 ) (277.0 ) — (393.0 ) Net (decrease) increase in debt with original maturities of 90 days or less — (0.3 ) 1.5 — 1.2 Common shares purchased (58.5 ) — — — (58.5 ) Intercompany dividend — — (70.0 ) 70.0 — Other, net 2.0 — — — 2.0 Net cash (used by) from financing activities (56.5 ) 64.7 (345.5 ) 70.0 (267.3 ) Effect of exchange rate changes on cash — — (9.8 ) — (9.8 ) Net increase (decrease) in cash and cash equivalents — 9.1 (345.1 ) — (336.0 ) Cash and cash equivalents, beginning of period — 5.8 733.1 — 738.9 Cash and cash equivalents, end of period $ — $ 14.9 $ 388.0 $ — $ 402.9 EDGEWELL PERSONAL CARE COMPANY CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS Six Months Ended March 31, 2016 Parent Company Guarantors Non-Guarantors Eliminations Total Net cash flow from (used by) operations $ 78.9 $ (74.5 ) $ (77.0 ) $ — $ (72.6 ) Cash Flow from Investing Activities Capital expenditures — (30.7 ) (3.8 ) — (34.5 ) Payment for equity contributions — (0.5 ) — 0.5 — Net cash used by investing activities — (31.2 ) (3.8 ) 0.5 (34.5 ) Cash Flow from Financing Activities Cash proceeds from debt with original maturities greater than 90 days — 391.0 4.3 — 395.3 Cash payments on debt with original maturities greater than 90 days — (261.0 ) — — (261.0 ) Net decrease in debt with original maturities of 90 days or less — (5.3 ) (0.3 ) — (5.6 ) Common shares purchased (78.9 ) — — — (78.9 ) Proceeds for equity contributions — — 0.5 (0.5 ) — Net cash (used by) from financing activities (78.9 ) 124.7 4.5 (0.5 ) 49.8 Effect of exchange rate changes on cash — — 5.7 — 5.7 Net increase (decrease) in cash and cash equivalents — 19.0 (70.6 ) — (51.6 ) Cash and cash equivalents, beginning of period — 2.9 709.2 — 712.1 Cash and cash equivalents, end of period $ — $ 21.9 $ 638.6 $ — $ 660.5 |