The following section discusses management's view of the financial condition as
of September 30, 2019 and 2018, and the results of operations and cash flows for
the three fiscal years in the period ended September 30, 2019, of Sally Beauty.
This section should be read in conjunction with the audited consolidated
financial statements of Sally Beauty and the related notes included elsewhere in
this Annual Report. This Management's Discussion and Analysis of Financial
Condition and Results of Operations section may contain forward-looking
statements. See "Cautionary Notice Regarding Forward-Looking Statements" and
"Risk Factors" for a discussion of the uncertainties, risks and assumptions
associated with these forward-looking statements that could cause results to
differ materially from those reflected in such forward-looking statements.

Highlights of the Fiscal Year Ended September 30, 2019:



       •   Consolidated net sales for the fiscal year ended September 30, 2019,
           decreased $56.2 million, or 1.4%, to $3,876.4 million, compared to the
           prior fiscal year. Consolidated net sales for the fiscal year ended
           September 30, 2019, include a negative impact from changes in foreign
           currency exchange rates of $31.9 million, or 0.8% of

consolidated net


           sales;


       •   Consolidated same store sales increased 0.3% and consolidated
           e-commerce sales increased by 29.4% compared to the prior fiscal year;

• Consolidated gross profit for the fiscal year ended September 30, 2019,


           decreased by $33.9 million, or 1.7%, to $1,910.5 million,

compared to


           the prior fiscal year. Gross margin decreased 10 basis points to 49.3%
           for the fiscal year ended September 30, 2019, compared to the prior
           fiscal year;

• Consolidated operating earnings for the fiscal year ended September 30,


           2019, increased $31.9 million, or 7.5%, to $458.5 million,

compared to


           the prior fiscal year. Operating margin increased 100 basis

points to


           11.8% for the fiscal year ended September 30, 2019, compared to the
           prior fiscal year;

• Consolidated net earnings increased $13.6 million, or 5.3%, to $271.6


           million, compared to the prior fiscal year;


• Diluted earnings per share for the fiscal year ended September 30,


           2019, were $2.26 compared to $2.08 for the prior fiscal year;


       •   Cash provided by operations was $320.4 million for the fiscal year
           ended September 30, 2019, compared to $372.7 million for the prior
           fiscal year;


       •   During the year, we strategically paid down an additional $115.0
           million aggregate principle of our term loan B and repurchased
           approximately $64.8 million aggregate principal amount of our 2023 and
           2025 senior notes;


       •   We repurchased and retired approximately 3.6 million shares of our
           common stock under the 2017 Share Repurchase Program at an

aggregate


           cost of $46.6 million; and


• In September 2019, we entered into a multi-year agreement with Alliance


           Data's card services business to launch a private label credit 

card for


           both SBS and BSG to benefit our retail and professional customers.


Business Strategy Update

We continue to make solid progress against our transformation as we play to win
by focusing on hair color and hair care, improve our retail fundamentals,
advance our digital commerce capabilities and drive cost out of the business. As
part of this effort, we made progress on our supply chain modernization effort,
reduced our debt levels, and rolled out new e-commerce tools such as the Sally
Beauty Supply app.

During the year, we began rolling out a new point-of-sale system in both SBS and BSG nationwide, which will allow our store associates to better serve our customers.

In February 2019, we announced our supply chain modernization plans to gain efficiencies and cost savings. During the fiscal year 2019, we have closed select fulfillment centers, including in the U.S. and within Europe, and identified a location in Texas and signed a lease agreement for a new approximately 500,000 square foot automated


                                     - 26 -

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and concentrated distribution center, which we anticipate opening by March 2020.
Additionally, we identified a location and signed a lease agreement for a new
distribution center that will service operations in Ghent, Belgium.

Results of Operations

Key Operating Metrics



The following table sets forth, for the periods indicated, information
concerning key measures we rely on to assess our operating performance (dollars
in thousands):



                                                                                2019 vs 2018               2018 vs 2017
                                Fiscal Year Ended September 30,              Amount          %          Amount          %
                             2019            2018             2017           Change       Change        Change       Change
Net sales:
SBS                       $ 2,293,094     $ 2,333,838      $ 2,345,116      $ (40,744 )      (1.7 )%   $ (11,278 )      (0.5 )%
BSG                         1,583,317       1,598,727        1,593,201        (15,410 )      (1.0 )%       5,526         0.3 %
Consolidated              $ 3,876,411     $ 3,932,565      $ 3,938,317      $ (56,154 )      (1.4 )%   $  (5,752 )      (0.1 )%
Gross profit:
SBS                       $ 1,272,263     $ 1,292,725      $ 1,303,976      $ (20,462 )      (1.6 )%   $ (11,251 )      (0.9 )%
BSG                           638,279         651,688          660,919        (13,409 )      (2.1 )%      (9,231 )      (1.4 )%
Consolidated              $ 1,910,542     $ 1,944,413      $ 1,964,895      $ (33,871 )      (1.7 )%   $ (20,482 )      (1.0 )%
Segment gross margin:
SBS                              55.5 %          55.4 %           55.6 %           10     bps                (20 )   bps
BSG                              40.3 %          40.8 %           41.5 %          (50 )   bps                (70 )   bps
Consolidated                     49.3 %          49.4 %           49.9 %          (10 )   bps                (50 )   bps

Net earnings:
Segment operating earnings:
SBS                       $   366,412     $   362,853      $   385,407      $   3,559         1.0 %    $ (22,554 )      (5.9 )%
BSG                           239,572         240,225          254,691           (653 )      (0.3 )%     (14,466 )      (5.7 )%
Segment operating
earnings                      605,984         603,078          640,098          2,906         0.5 %      (37,020 )      (5.8 )%
Unallocated expenses
and restructuring (a)
(b)                          (147,511 )      (176,489 )       (161,501 )       28,978       (16.4 )%     (14,988 )       9.3 %
Consolidated operating
earnings                      458,473         426,589          478,597         31,884         7.5 %      (52,008 )     (10.9 )%
Interest expense               96,309          98,162          132,899         (1,853 )      (1.9 )%     (34,737 )     (26.1 )%
Earnings before
provision for income
taxes                         362,164         328,427          345,698         33,737        10.3 %      (17,271 )      (5.0 )%
Provision for income
taxes                          90,541          70,380          130,622         20,161        28.6 %      (60,242 )     (46.1 )%
Net earnings              $   271,623     $   258,047      $   215,076      $  13,576         5.3 %    $  42,971        20.0 %
Number of stores at end-of-period (including franchises):
SBS                             3,695           3,761            3,782            (66 )      (1.8 )%         (21 )      (0.6 )%
BSG                             1,366           1,395            1,368            (29 )      (2.1 )%          27         2.0 %
Consolidated                    5,061           5,156            5,150            (95 )      (1.8 )%           6         0.1 %
Same store sales growth (decline)
SBS                               0.4 %          (1.5 )%          (1.6 )%         190     bps                 10     bps
BSG                               0.2 %          (1.5 )%           1.3 %          170     bps               (280 )   bps
Consolidated                      0.3 %          (1.5 )%          (0.7 )%         180     bps                (80 )   bps



(a) Unallocated expenses represent certain corporate costs (such as payroll,

share-based compensation, employee benefits and travel expense for corporate

staff, certain professional fees and corporate governance expenses) that have

not been charged to our segments and are included in selling, general and

administrative expenses in our consolidated statements of earnings. For the

fiscal year 2018, unallocated expenses reflect expenses of $7.9 million in

connection with the data security incidents.

(b) Restructuring charges relate to the supply chain modernization plan, 2018


    Restructuring Plan and the 2017 Restructuring Plan.


                                     - 27 -

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The Fiscal Year Ended September 30, 2019 compared to the Fiscal Year Ended September 30, 2018

Net Sales

SBS. The decrease in net sales for SBS was primarily driven by the following (in thousands):



Foreign currency exchange         $ (27,395 )
Stores outside same store sales     (18,040 )
Same store sales                      4,578
Other (a)                               113
Total                             $ (40,744 )

(a) Other consists of non-store sales, which include catalog and internet

sales of our Sinelco Group subsidiaries.




SBS experienced lower unit volume, including lower customer traffic and the
impact of fewer company-operated stores, partially offset by a positive impact
from increase in average unit prices, resulting from price increases and a
promotional efficiency effort (which reduced promotions that provided 'free'
units, such as Buy One, Get One offers).

BSG. The decrease in net sales for BSG was driven by the following (in thousands):



Distributor sales consultants   $ (12,092 )
Foreign currency exchange          (4,534 )
Same store sales                    1,722
Other (a)                            (506 )
Total                           $ (15,410 )


    (a) Other consists of stores outside same store sales and sales to our
        franchisees.


BSG experienced a decrease in unit volume, including from the impact of fewer
company-operated stores, partially offset by an increase in average unit prices
(resulting primarily from the introduction of certain third-party brands with
higher average unit prices in the preceding 12 months).

Gross Profit



SBS. SBS's gross profit decreased as a result of lower sales, partially offset
by a higher gross margin. The higher gross margin reflects improved gross
margins in our U.S. and Canadian operations, from price increases and
promotional efficiency efforts, partially offset by weaker gross margins in our
European operations.

BSG. BSG's gross profit decreased as a result of lower sales and a lower gross
margin. The decrease in the gross margin was primarily a result of challenges
related to the ongoing merchandising transformation.

Selling, General and Administrative Expenses



Consolidated. Consolidated selling, general and administrative expenses
decreased primarily as a result of lower compensation and compensation-related
expenses, lower advertising expenses, no expenses related to the data security
incidents and the positive impact from changes in foreign currency exchange
rates. This decrease was partially offset by higher facility expenses and
expenses related to our information technology systems.

SBS. SBS's selling, general and administrative expenses decreased $24.0 million,
or 2.6% for the fiscal year ended September 30, 2019. This decrease was
primarily as a result of the impact of the 2018 Restructuring Plan, our recently
implemented field structure realignment and store labor hour optimization
initiatives (net of labor rate inflation), the positive impact from changes in
the foreign currency exchange rate of approximately $11.3 million and lower
advertising expense of $6.7 million. This decrease was partially offset by
higher facility costs of $2.3 million and the impact of the reduction of an
estimated casualty loss related to hurricanes of $2.4 million during fiscal year
2018.

BSG. BSG's selling, general and administrative expenses decreased $12.8 million, or 3.1% for the fiscal year ended September 30, 2019. This decrease was primarily as a result of as a result of the impact of the 2018 Restructuring


                                     - 28 -

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Plan, lower sales commissions of $3.5 million, lower advertising expenses of
$2.9 million and a positive impact from changes in foreign currency exchange
rate of approximately $1.4 million.

Unallocated.  Unallocated selling, general and administrative expenses increased
$5.3 million, or 3.7%, for the fiscal year ended September 30, 2019. This
increase is primarily a result of higher expenses related to our information
technology systems and no comparable positive adjustments related to our
actuarially determined insurance liabilities in the current year compared to
$6.9 million in the prior year. These increases were partially offset by no
expenses related to the data security incidents compared to $7.9 million in the
prior year.

Restructuring

For the fiscal year ended September 30, 2019, we recognized a $8.4 million gain
resulting from the sale of our secondary headquarters and fulfillment center in
Denton, Texas, and our Marinette, Wisconsin, fulfillment center in connection
with the supply chain modernization plan, partially offset by charges of $7.7
million in connection with our supply chain modernization plan and the 2018
Restructuring Plan. For the fiscal year ended September 30, 2018, we incurred
restructuring charges of approximately $33.6 million in connection with the 2018
Restructuring Plan. See Note 18 of the Notes to Consolidated Financial
Statements included in Item 8 of this Annual Report for more information about
our restructuring plans.

Interest Expense

Interest expense decreased as a result of fewer borrowings under the ABL
facility during the current fiscal year and lower outstanding principal balances
on our senior notes and term loan B. This decrease was partially offset by a
higher interest rate on our term loan B variable tranche.

Provision for Income Taxes



For the fiscal year ended September 30, 2019 and 2018, our effective tax rate
was 25.0% and 21.4%, respectively. The increase in the effective tax rate was
due primarily to the impact of U.S. Tax Reform in the prior year, partially
offset by a decrease in our federal statutory tax rate this year to 21.0%
compared to 24.5% in the prior year. See Note 14 of the Notes to Consolidated
Financial Statements included in Item 8 of this Annual Report for more
information about the impact of the U.S. Tax Reform on our consolidated
financial statements.

The Fiscal Year Ended September 30, 2018 compared to the Fiscal Year Ended September 30, 2017

Net Sales



SBS. The decrease in net sales for SBS was primarily driven by a decrease in
same store sales of approximately $23.7 million and lower net sales from new
company-operated stores of approximately $17.9 million, partially offset by the
positive impact from changes in foreign currency exchange rates of approximately
$30.1 million.

SBS experienced lower unit volume, including lower customer traffic, partially
offset by a positive impact from an increase in average unit prices, resulting
primarily from select price increases in certain geographical areas of the U.S.
and a change in product mix (to higher-priced products) resulting from shifts in
customer preferences.

BSG. The increase in net sales for BSG was driven by the impact of the Chalut
acquisition, net of the impact of Peerless sales in the prior year now included
in same store sales, of approximately $10.1 million, the positive impact from
changes in foreign currency exchange rates of approximately $3.0 million and
higher net sales from other sales channels of approximately $7.2 million,
partially offset by decreases in sales by our DSCs of approximately $11.1
million and same store sales of approximately $3.8 million. Net sales from other
sales channels include sales from new company-operated stores, sales to our
franchisees and sales by our DSCs.

BSG experienced an increase in average unit prices (resulting primarily from the
introduction of certain third-party brands with higher average unit prices in
the preceding 12 months), partially offset by a decrease in unit volume
(notwithstanding the impact of incremental sales from 28 company-operated stores
opened or acquired during the last 12 months). In addition, we were impacted by
vendor supply chain issues that negatively affected BSG's net sales by
approximately $13 million.

                                     - 29 -

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Gross Profit



SBS. SBS's gross profit decreased as a result of lower sales and a lower gross
margin. This decrease reflects a change in geographic sales mix, as a result of
lower-margin non-U.S. sales making up a greater portion of total segment sales,
and higher coupon redemption, compared to the prior fiscal year.

BSG. BSG's gross profit decreased as a result of a lower gross margin, partially
offset by higher sales. BSG's gross margin decrease was driven by opportunistic
purchases that were not repeated from the prior year and lower vendor
allowances.

Selling, General and Administrative Expenses



Consolidated. Consolidated selling, general and administrative expenses
increased primarily as a result of the negative impact from changes in foreign
currency exchange rates, the impact from the Chalut acquisition, higher expenses
related to the data security incidents and higher facility expenses. These
increases were partially offset by a reduction of estimated casualty loss and no
comparable casualty loss this fiscal year, positive impact from gift card
breakage, positive adjustments to actuarially determined insurance liabilities
and cost reduction initiatives, related to our restructuring plans. Consolidated
selling, general and administrative expenses, as a percentage of net sales,
increased 50 basis points to 37.7% for the fiscal year ended September 30, 2018.

SBS. SBS's selling, general and administrative expenses increased primarily as a
result of the negative impact from changes in the foreign currency exchange rate
of approximately $13.2 million, higher facility expense of $5.0 million and
higher advertising expense of $2.0 million. These increases were partially
offset by the impact of the reduction of prior year's estimated casualty loss,
in connection with natural disasters that occurred in the fourth quarter of our
fiscal year 2017, and no comparable casualty losses this fiscal year, in the
aggregate, of $6.5 million and by positive impact from gift card breakage of
$2.1 million in the current fiscal year.

BSG. BSG's selling, general and administrative expenses increased primarily as a result of the incremental operating expenses associated with Chalut of $8.6 million and higher facility expenses of $3.3 million. These increases were partially offset by lower commission expense of $3.0 million, advertising expense of $1.5 million and intangible asset amortization expense of $1.3 million, resulting from the impact of intangible assets that became fully amortized in the preceding 12 months.



Unallocated.  Unallocated selling, general and administrative expenses increased
$4.1 million, or 2.9%, for the fiscal year ended September 30, 2018. This
increase includes expenses related to the previously disclosed data security
incidents of $7.9 million and higher professional fees of $1.7 million. See Note
10 of the Notes to Consolidated Financial Statements included in Item 8 of this
Annual Report for more information about the data security incidents. This
increase was partially offset by lower compensation and compensation-related
expenses of $4.3 million primarily due to the results of the 2018 Restructuring
Plan. In addition, for our actuarially determined insurance liabilities, we
recorded net positive adjustments of $6.9 million in fiscal year 2018 as a
result of a decrease in our estimated future payments, compared to positive
adjustments of $5.7 million in fiscal year 2017.

Restructuring Charges



Restructuring charges increased $10.9 million for the fiscal year ended
September 30, 2018. During the fiscal year ended September 30, 2018, we incurred
restructuring charges of approximately $33.6 million in connection with the 2018
Restructuring Plan, including severance and related expenses of approximately
$15.6 million, consulting expenses of $10.9 million and other costs of $7.1
million. During the fiscal year ended September 30, 2017, we incurred
restructuring charges of approximately $22.7 million in connection with the 2017
Restructuring Plan, including severance and related expenses of $12.1 million,
facility closure expenses of $6.7 million and other expenses of $3.9 million.
See Note 18 of the Notes to Consolidated Financial Statements included in Item 8
of this Annual Report for more information about our restructuring plans.

Interest Expense



Interest expense decreased as a result of a loss on extinguishment of debt of
$28.0 million in the prior fiscal year, compared to $0.9 million in the current
fiscal year. These losses were the result of our redemption of certain senior
notes in July 2017 with the proceeds from the term loan B with lower interest
rates in the prior fiscal year and from the repricing of the variable-rate
tranche of the term loan B in the current fiscal year. The lower interest rate
on the

                                     - 30 -

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term loan B reduced interest expense by $8.8 million. The decrease was offset in part by incremental interest expense of $1.3 million in connection with borrowings under the ABL facility.

Provision for Income Taxes



The provision for income taxes was $70.4 million and $130.6 million, resulting
in an effective tax rate of 21.4% and 37.8%, for the fiscal year ended September
30, 2018 and 2017, respectively. The decrease in the effective tax rate was due
primarily to the impact of the U.S. Tax Reform. More specifically, we recognized
a provisional income tax benefit of $37.7 million in connection with the
revaluation of our deferred income tax assets and liabilities, including a
benefit related to the adoption of income tax method changes of $2.7 million,
and a provisional income tax charge of $11.7 million for federal and state
income taxes applicable to accumulated but undistributed earnings of our foreign
operations. See Note 14 of the Notes to Consolidated Financial Statements
included in Item 8 of this Annual Report for more information about the impact
of the U.S. Tax Reform on our consolidated financial statements.

Liquidity and Capital Resources



We are highly leveraged and a substantial portion of our liquidity needs will
arise from debt service on our outstanding indebtedness and from funding the
costs of operations, working capital, capital expenditures and opportunistic
share repurchases. Working capital (current assets less current liabilities)
increased $43.6 million to $707.5 million at September 30, 2019, compared to
$663.9 million at September 30, 2018, resulting primarily from the reduction in
accounts payable and accrued liabilities and the increase in vendor receivables
included in accounts receivable, other. The ratio of current assets to current
liabilities was 2.55 to 1.00 at September 30, 2019, compared to 2.35 to 1.00 at
September 30, 2018.

At September 30, 2019, cash and cash equivalents were $71.5 million. Based upon
the current level of operations and anticipated growth, we anticipate that
existing cash balances (excluding certain amounts permanently invested in
connection with foreign operations), funds expected to be generated by
operations and funds available under the ABL facility will be sufficient to meet
our working capital requirements, potential acquisitions, finance anticipated
capital expenditures, including information technology upgrades and store
remodels, debt repayment and opportunistic share repurchases over the next 12
months. For the foreseeable future, we will prioritize needed investments in our
business that we believe will deliver value for shareholders, and will consider
measured debt repayment within our ratings guidance as well as opportunistic
share repurchases.

We utilize our ABL facility for the issuance of letters of credit, for certain
working capital and liquidity needs and to manage normal fluctuations in our
operational cash flow. In that regard, we may from time to time draw funds under
the ABL facility for general corporate purposes including funding of capital
expenditures, acquisitions, interest payments due on our indebtedness, paying
down other debt and share repurchases. During the fiscal year ended September
30, 2019, the weighted average interest rate on our borrowings under the ABL
facility was 4.64%. The amounts drawn are generally paid down with cash provided
by our operating activities. As of September 30, 2019, 2018, Sally Holdings had
$482.0 million available for borrowings under the ABL facility, subject to
borrowing base limitations, as reduced by $18.0 million in outstanding letters
of credit.

Share Repurchase Programs

During the fiscal years ended September 30, 2019, 2018 and 2017, we repurchased
and subsequently retired approximately 3.6 million shares, 10.0 million shares
and 16.1 million shares, respectively, of our common stock under the 2017 Share
Repurchase Program or the 2014 Share Repurchase Program at a cost of $46.6
million, $165.9 million and $346.1 million, respectively. We funded these share
repurchases with cash from operations and borrowings under the ABL facility. As
of September 30, 2019, we had approximately $787.5 million of additional share
repurchase authorization remaining under the 2017 Share Repurchase Program.

Historical Cash Flows



For the fiscal years 2019, 2018 and 2017, our primary sources of cash have been
funds provided by operating activities and, when necessary, borrowings under our
ABL facility, as appropriate. The primary non-operating uses of cash during the
past three years were for share repurchases, debt service and capital
expenditures.

                                     - 31 -

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The following table shows our sources and uses of cash for the periods presented
(in thousands):



                                                           Fiscal Year Ended September 30,
                                    2019           2018         Change            2018           2017         Change
Net cash provided by operating
activities                       $  320,415     $  372,661     $ (52,246 )     $  372,661     $  343,286     $ 29,375
Net cash used by investing
activities                          (95,867 )      (95,313 )        (554 )        (95,313 )      (89,625 )     (5,688 )
Net cash used by financing
activities                         (229,308 )     (263,282 )      33,974         (263,282 )     (277,303 )     14,021
Effect of foreign currency
exchange rate
  changes on cash and cash
equivalents                          (1,040 )         (530 )        (510 )           (530 )          779       (1,309 )
Net increase (decrease) in
cash
  and cash equivalents           $   (5,800 )   $   13,536     $ (19,336 )

$ 13,536 $ (22,863 ) $ 36,399

Net Cash Provided by Operating Activities

Net cash provided by operating activities decreased for the fiscal year ended September 30, 2019, compared to the fiscal year ended September 30, 2018, primarily due to a focused reduction of accounts payable and the timing of vendor receivables.



Net cash provided by operating activities increased for the fiscal year ended
September 30, 2018, compared to the fiscal year ended September 30, 2017,
primarily due to favorable cash impact of improved net earnings and accrued
liabilities, partially offset by the unfavorable impact by deferred taxes and
merchandise purchases.

Net Cash Used by Investing Activities



Net cash used by investing activities increased slightly for the fiscal year
ended September 30, 2019, compared to the fiscal year ended September 30, 2018,
due to an increase in capital expenditures primarily from investments in our
information technology systems, partially offset by proceeds received from the
sale our secondary headquarters and fulfillment center in Denton, Texas and our
fulfillment center in Marinette, Wisconsin, and as a result of not having any
significant acquisitions in the current year.

Net cash used by investing activities increased for the fiscal year ended September 30, 2018, compared to the fiscal year ended September 30, 2017, primarily due to the acquisition of Chalut.

Net Cash Used by Financing Activities

Net cash used by financing activities decreased for the fiscal year ended September 30, 2019, compared to the fiscal year ended September 30, 2018, driven by fewer shares repurchased, partially offset by additional debt reduction.

Net cash used by financing activities decreased for the fiscal year ended September 30, 2018, compared to the fiscal year ended September 30, 2017, primarily due to a decrease in share repurchases of $180.2 million. This decrease was partially offset by lower net debt proceeds, primarily from repayments on the ABL facility and term loan B.

Long-Term Debt



At September 30, 2019, we have $1,609.3 million in outstanding principal under a
term loan B and senior notes, not including capital leases, unamortized debt
issuance costs or debt discounts, in the aggregate, of $16.4 million. There were
no outstanding balances under the ABL facility at September 30, 2019. See Note
11 of the Notes to Consolidated Financial Statements in Item 8 contained in this
Annual Report for additional information about our debt.

We are currently in compliance with the agreements and instruments governing our debt, including our financial covenants.

Capital Requirements



During the fiscal year ended September 30, 2019, we had total capital
expenditures of approximately $118.7 million, including amounts incurred but not
paid of approximately $26.2 million, primarily in connection with information
technology projects and store remodels and maintenance.

                                     - 32 -

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Contractual Obligations



The following table summarizes our contractual obligations at September 30, 2019
(in thousands):



                                                            Payments Due by Period
                                   Less than                                     More than
                                     1 year       1-3 years       3-5 years       5 years          Total
Long-term debt obligations,
including interest(a)              $   82,148     $  162,566     $ 1,066,628     $  733,019     $ 2,044,361
Obligations under operating           174,578        232,818          95,747         40,545
leases(b)                                                                                           543,688
Purchase obligations(c)                13,553         23,412               -              -          36,965
Other long-term                         3,857          5,963           3,502          5,016
obligations(d)(e)                                                                                    18,338
Total                              $  274,136     $  424,759     $ 1,165,877     $  778,580     $ 2,643,352

(a) Long-term debt obligations include obligations under capital leases and

future interest payments on our debt outstanding as of September 30, 2019.

The amounts shown above do not include unamortized discount or deferred


        debt issuance costs reflected in our consolidated balance sheets since
        those amounts do not represent contractual obligations.

(b) The amounts reported for operating leases do not include common area

maintenance (CAM), property taxes or other executory costs. The amounts

shown above do not include immaterial contingent liabilities for operating

leases for which we are liable in the event of default by a franchisee.

(c) Purchase obligations reflect legally binding non-cancellable agreements

that are entered into by us to purchase goods or services, that specify

minimum quantities to be purchased and with fixed or variable price

provisions. Amounts shown do not reflect open purchase orders, mainly for

merchandise, to be fulfilled within one year, which are generally

cancellable or contracts that tend to be reoccurring in nature and similar


        in amount year over year.


    (d) Other long-term obligations, including current portion, principally

represent obligations under insurance and self-insurance programs. These

obligations are included in accrued liabilities and other liabilities, as

appropriate, in our consolidated balance sheets.

(e) The table above does not include an estimated $2.0 million of unrecognized

tax benefits due to uncertainty regarding the realization and timing of

the related future cash flows, if any.




The information contained in the table above with regards to our long-term debt
obligations is based on the current terms of such debt obligations and does not
reflect any assumptions about our ability or intent to refinance any of our debt
either on or before their maturity. In the event that we refinance some or all
of debt either on or before their maturity, actual payments for some of the
periods shown may differ materially from the amounts reported herein. In
addition, other future events, including potential increases in interest rates,
could cause actual payments to differ materially from these amounts.

Off-Balance Sheet Financing Arrangements

At September 30, 2019, we did not have any off-balance sheet financing arrangements other than obligations under operating leases and letters of credit, as discussed above.

Inflation



We believe inflation did not have a material effect on our results of operations
during each of the three fiscal years in the period ended September 30, 2019.
However, during the past few years, in the U.S., we have experienced an increase
in labor and real estate costs (including store rent and other occupancy
expenses). Employee compensation and real estate expenses represent our two most
significant operating expense categories. A material increase in labor and real
estate costs in the future, particularly for an extended period of time, could
have a material adverse effect on our results of operations.

Critical Accounting Estimates



The preparation of our consolidated financial statements requires us to make
estimates and assumptions that affect the reported amounts of assets and
liabilities at each balance sheet date, reported amount of revenues and expenses
for each reporting period presented, and related disclosures of contingent
liabilities. Actual results may differ from these estimates. We believe these
estimates and assumptions are reasonable. We consider accounting policies to be

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critical when they require us to make assumptions about matters that are highly
uncertain at the time the accounting estimate is made and when different
estimates that we reasonably could have used have a material effect on the
presentation of our consolidated financial condition, changes in consolidated
financial condition or consolidated results of operations.

Our critical accounting estimates relate to the valuation of inventory, vendor rebates and concessions, retention of risk, income taxes, assessment of long-lived assets and intangible assets for impairment and share-based payments.

Valuation of Inventory



Inventory is stated at the lower of cost, determined using the first-in,
first-out ("FIFO") method, or net realizable value. In assessing the net
realizable value of inventory, we consider several key factors including
estimates of the future demand for our products, historical turn-over rates, the
age and sales history of the inventory, and historic as well as anticipated
changes in SKUs. When necessary, we adjust the carrying value of inventory for
estimated inventory shrinkage and damage. We estimate inventory shrinkage
between physical counts and product damage based upon our historical experience.
Actual results differing from these estimates could significantly affect our
inventory and cost of goods sold. Inventory shrinkage and damage expense, in the
aggregate, averaged less than 1.0% of consolidated net sales in fiscal years
2019, 2018 and 2017. A 10% increase or decrease in our estimate of inventory
shrinkage and damage at September 30, 2019, would impact net earnings by
approximately $2.2 million.

Vendor Rebates and Concessions



We deem cash consideration received from a supplier to be a reduction of the
cost of goods sold unless it is in exchange for an asset or service or a
reimbursement of a specific, incremental, identifiable cost incurred by us in
selling the vendor's products. The majority of cash consideration we receive is
considered to be a reduction of inventory and a subsequent reduction in cost of
goods sold as the related products are sold. We consider the facts and
circumstances of the various contractual agreements with vendors in order to
determine the appropriate classification of amounts received in our consolidated
statements of earnings. We record cash consideration expected to be received
from vendors in accounts receivables, other at the amount we believe will be
collected. These receivables could be significantly affected if the actual
amounts subsequently collected differ from our expectations. A 10% increase or
decrease in these receivables at September 30, 2019, would impact net earnings
by approximately $3.9 million.

Insurance



We retain a substantial portion of the risk related to employee health
(primarily in the U.S.), workers' compensation, general and product liability.
However, we maintain stop-loss coverage to limit the exposure related to certain
insurance risks. We base our health insurance liability estimate on trends in
claim payment history, historical trends in claims incurred but not yet
reported, and other components such as expected increases in medical costs,
projected premium costs and the number of plan participants. Additionally, we
base our estimates for workers' compensation, general and product liability on
an actuarial analysis performed by an independent third-party actuary. We review
our insurance liability on a regular basis and adjust our accruals accordingly.

Changes in facts and circumstances may lead to a change in the estimated
liability due to revisions of the estimated ultimate costs that affect our
liability insurance coverage. Our liabilities could be significantly affected if
actual results differ from our expectations or prior actuarial analyses. A 10%
increase or decrease in our insurance liabilities at September 30, 2019, would
impact net earnings by approximately $1.5 million.

The changes in our insurance liabilities were as follows (in thousands):



                                              Fiscal Year Ended September 

30,


                                                2019                   2018
Balance at beginning of period            $         19,956       $         

24,743


Self-insurance expense                              63,963                 

66,581


Payments, net of employee contributions            (63,625 )              (71,368 )
Balance at end of period                  $         20,294       $         19,956


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Income Taxes



We record income tax provisions in our consolidated financial statements based
on an estimate of current income tax liabilities. The development of these
provisions requires judgments about tax positions, potential outcomes and
timing. If we prevail in tax matters for which provisions have been established
or are required to settle matters in excess of established provisions, our
effective tax rate for a particular period could be significantly affected.

Additionally, deferred income taxes are recognized for the future tax
consequences attributable to differences between our financial statement
carrying amounts of assets and liabilities and their respective tax bases.
Deferred tax assets and liabilities are measured using enacted tax rates
expected to apply to taxable income in the years in which temporary differences
are estimated to be recovered or settled. We believe that it is
more-likely-than-not that our results of operations in the future will generate
sufficient taxable income to realize our deferred tax assets, net of the
valuation allowance currently recorded. We have recorded a valuation allowance
to account for uncertainties regarding the recoverability of certain deferred
tax assets, primarily foreign loss carryforwards. In the future, if we determine
that certain deferred tax assets will not be realizable, the related adjustments
could significantly affect our effective tax rate at that time. An estimated tax
benefit related to an uncertain tax position is recorded in our consolidated
financial statements only after determining a more-likely-than-not probability
that the uncertain tax position will withstand challenge, if any, from
applicable taxing authorities.

Assessment of Long-Lived Assets and Intangible Assets for Impairment



Long-lived assets, such as property and equipment, including store equipment,
and purchased intangible assets subject to amortization are reviewed for
impairment whenever events or changes in circumstances indicate that the
carrying amount of an asset may not be fully recoverable. The recoverability of
long-lived assets and intangible assets subject to amortization is assessed by
comparing the net carrying amount of each asset to its total estimated
undiscounted future cash flows expected to be generated by the asset. If the
carrying amount of an asset exceeds the sum of its undiscounted future cash
flows, an impairment charge is recognized by the amount by which the carrying
amount of the asset exceeds the estimated fair value of the asset.

Goodwill represents the excess of the purchase price over the fair value of the
net assets acquired in a business combination. Goodwill and intangible assets
with indefinite lives are not amortized; rather, they are reviewed for
impairment at least annually, and whenever events or changes in circumstances
indicate it is more-likely-than-not that the value of the asset may be impaired.
For the purpose of reviewing goodwill for impairment, we aggregate components of
our operating segments with similar economic characteristics into a reporting
unit.

When assessing goodwill and intangible assets with indefinite lives for
potential impairment, we compare the carrying amount of the asset to its fair
value. In addition, we consider whether the value of an asset has been impaired
by evaluating if various factors (including current operating results,
anticipated future results and cash flows, and relevant market and economic
conditions) indicate a possible impairment.

Based on our assessments and after considering potential triggering events, we
recognized impairment losses of $4.4 million in the fiscal year ended September
30, 2017, in connection with our long-lived assets and intangible assets. No
material impairment losses were recognized in fiscal years 2019 or 2018.

Share-Based Payments



The amount of share-based compensation expense related to stock option awards is
determined based on the fair value of each stock option award on the date of
grant. The fair value of each stock option is estimated using the Black-Scholes
option pricing model. The amount of expense recognized in connection with stock
option awards is significantly affected by our estimates.

The amount of share-based compensation expense related to performance-based
restricted stock awards is determined based on the fair value of each award on
the date of grant, which is based on the closing market price of our common
stock on the date of grant. In addition, we record periodic expense (which is
estimated quarterly) in connection with performance-based awards based on our
estimate of the number of awards actually expected to vest. This requires that
we estimate our future performance over the performance period (generally three
years) associated with each award. Actual performance could differ from these
estimates and could significantly affect the amount and timing of recognition of
our share-based compensation expense related to performance-based awards.

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If actual results are not consistent with our estimate or assumptions, we may be
exposed to changes in share-based compensation expense that could be material. A
10% change in our share-based compensation expense for the year ended September
30, 2019, would affect net earnings by approximately $0.7 million.

Recent Accounting Pronouncements

See Note 3 of the Notes to Consolidated Financial Statements in Item 8 - "Financial Statements and Supplementary Data" contained in this Annual Report for information about recent accounting pronouncements.

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